1
SUPPLEMENTARY INFORMATION
AND/OR CORRECTION OF ABRIDGED PROSPECTUS
THIS INFORMATION IS A CORRECTION OF AND/OR A SUPPLEMENTARY INFORMATION TO THE SUPPLEMANTARY INFORMATION PUBLISHED ON THE INDONESIA STOCK EXCHANGE’S WEBSITE AND THE COMPANY'S WEBSITE ON OCTOBER 3, 2016
PERUSAHAAN PERSEROAN (PERSERO) PT PP TBK.
Main Business Activities:
Construction Services, Property, EPC Services, Pre-Cast, Equipment, Energy, Infrastructure and Investment
Domiciled in East Jakarta, Indonesia
Head Office: Plaza PP –Wisma Subiyanto Jl. Letjend. TB. Simatupang No. 57
Pasar Rebo – Jakarta 13760 Phone: 021-8403883 Facsimile : 021-8403890 Email: corsec@pt-pp.com
Website: www.pt-pp.com
Has 4 (four) Operational Division Offices and 9 (nine) Branches
LIMITED PUBLIC OFFERING TO RAISE ADDITIONAL CAPITAL WITH PREEMPTIVE RIGHTS I (“RIGHT ISSUE I”)
The Company has obtained the approval from the EGMS to issue 1,357,460,854 (one billion three hundred fifty seven million four hundred sixty thousand eight hundred fifty four) new shares or 21.89% of the issued and paid-up capital subsequent to the Right Issue I, each having a nominal value of Rp100.- (one hundred Rupiah) per share (“Right Shares”). The estimated amount of proceeds to be received by the Company in this Right Issue I is approximately Rp4,411,747,775,500 (four trillion four hundred eleven billion seven hundred forty seven million seven hundred seventy five thousand five hundred Rupiah). Each holder of 500,000 (five hundred thousand) Existing Shares whose name is registered in the Company's Shareholder Register (“SR”) as of December 6, 2016, shall be entitled to 140,163 (one hundred forty thousand one hundred sixty three) Preemptive Rights, where each 1 (one) Preemptive Right shall provide the holder with the right to subscribe to 1 (one) New Share at an Exercise Price of Rp3,250 (three thousand two hundred fifty Rupiah) per share, which shall be paid in full upon subscription of the Preemptive Rights. The number of New Shares offered in this Right Issue I by way of Preemptive Rights issue shall be the maximum number of shares which shall be issued from portfolio and listed on the Indonesia Stock Exchange, with due considerations to the prevailing laws and regulations. The series of shares to be issued shall be B Series Ordinary Shares.
All of the Preemptive Rights shares shall be issued from portfolio and shall be listed on the IDX with due considerations to the prevailing laws and regulations. The Right Shares shall have identical rights in all respect (including the right to receive dividends) and rank equally with the Company’s existing paid-up shares. Each fraction of Preemptive Right shall be rounded down, in accordance with the provisions of FSAR No. 32/2015, in the event that shareholders own Preemptive Rights in the form of a fraction, the rights over such fraction of securities must be sold by the Company, and the proceeds of such sales shall be deposited to the Company's account.
The Company’s Shareholder, namely the Republic of Indonesia shall exercise its rights in this Right Issue I in accordance with its portion of ownership as stipulated in Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year juncto Law no. 12 of 2016 concerning the Amendment of Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year, which implementation is stipulated by the Regulation of the Government of the Republic of Indonesia No. 44 of 2015 concerning the Additional Capital Investment of the Republic of Indonesia in the Share Capital of Perusahaan Perseroan (Persero) PT Pembangunan Perumahan Tbk.
In the event that the Right Shares offered in this Right Issue I are not entirely subscribed by the public holders of Preemptive Rights, the remaining shall be allocated to other Preemptive Right Holders subscribing more than their rights as stated in the Preemptive Right Certificate of the Additional Shares Subscription Form proportionally based on the exercised rights. If, subsequent to the allocation there are New Shares remaining unsubscribed, then, all of such Remaining New Shares, with an Exercise Price of Rp3,250 (three thousand two hundred fifty Rupiah) per share, shall be subscribed to by PT Bahana Securities, at a maximum of 219,501,407 (two hundred nineteen million five hundred one thousand four hundred seven) shares, PT Danareksa Sekuritas, at a maximum of 226,152,964 (two hundred twenty six million one hundred fifty two thousand nine hundred sixty four) shares and PT Mandiri Sekuritas, at a maximum of 219,501,407 (two hundred nineteen million five hundred one thousand four hundred seven) shares. The portion of Stand-by Buyer shall be at a maximum of 665,155,778 (six hundred sixty five million one hundred fifty five thousand seven hundred seventy eight). The remaining Right Shares that must be subscribed by the said Stand-by Buyers shall not include the shares issued from the exercise of Preemptive Rights of the Controlling Shareholders in this Right Issue I.
THE PREEMPTIVE RIGHTS SHALL BE TRADABLE EITHER ON OR OUTSIDE OF THE IDX FOR A PERIOD THAT SHALL BE NO LESS THAN 5 (FIVE) BUSINESS DAYS COMMENCING ON DECEMBER 8, 2016, UP TO DECEMBER 15, 2016. NEW SHARES FROM THE EXERCISE OF PREEMPTIVE RIGHTS SHALL BE LISTED ON THE INDONESIA STOCK EXCHANGE ON DECEMBER 8, 2016. THE LAST DATE TO EXERCISE THE PREEMPTIVE RIGHTS SHALL BE DECEMBER 15, 2016, PROVIDED THAT THE RIGHTS THAT ARE NOT EXERCISED UP TO SUCH DATE SHALL BE NO LONGER VALID.
IMPORTANT NOTICE TO SHAREHOLDERS
IN THE EVENT THAT THE MINORITY SHAREHOLDERS DO NOT EXERCISE THEIR RIGHTS TO SUBSCRIBE TO THE PREEMPTIVE RIGHTS SHARES OFFERED IN THIS RIGHT ISSUE I IN ACCORDANCE WITH THEIR RESPECTIVE PREEMPTIVE RIGHTS, THE PERCENTAGE OF OWNERSHIP OF SUCH MINORITY SHAREHOLDERS SHALL BE DILUTED BY A MAXIMUM OF 21.89% (TWENTY ONE POINT EIGHT NINE PERCENT).
THE COMPANY'S MAIN RISK EXPOSURE IS THE BUSINESS COMPETITION RISK.
THE COMPANY SHALL NOT ISSUE ANY COLLECTIVE SHARE CERTIFICATE IN THIS RIGHT ISSUE I, HOWEVER, THE NEW SHARES FROM THE EXERCISE OF PREEMPTIVE RIGHTS SHALL BE ELECTRONICALLY DISTRIBUTED AND ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA.
STAND-BY BUYERS
PT Bahana Securities (Affiliated) PT Danareksa Sekuritas (Affiliated) PT Mandiri Sekuritas (Affiliated)
TEMPORARY SCHEDULE
Date of Extraordinary General Meeting of Shareholders (EGMS)
: August 23, 2016 Distribution of Preemptive Right Certificate
: December 7, 2016
Effective Date of the Preemptive Rights Registration Statement
: November 24, 2016 Share Listing Date on the Indonesia Stock Exchange
: December 8, 2016
Last Recording Date to acquire Preemptive Rights : December 6, 2016 Preemptive Rights Trading Period : December 8 - 15, 2016 The Last Trading Date of Shares with Preemptive Rights
(Cum-Right)
Preemptive Rights Registration, Payment and Exercise Period
: December 8 - 15, 2016
Regular Market and Negotiated Market : December 1, 2016 Preemptive Rights Shares Distribution Period
: December 13 - 19, 2016
Cash Market : December 6, 2016 Last Payment Date of Additional Shares Subscription
: December 19, 2016
The First Trading Date of Shares without Preemptive Rights (Ex-Right)
: Allotment Date : December 20, 2016
Regular Market and Negotiated Market December 2, 2016 Subscription Fund Refund Date : December 21, 2016
Cash Market : December 7, 2016 Stand-by Buyers’ Payment Date December 28, 2016
Type of Offering : Preemptive Rights
Exercise Price Rp3,250.- (three thousand two hundred fifty Rupiah)
Preemptive Right Ratio 500,000 (five hundred thousand) Existing Shares shall be entitled to 140,163 (one hundred forty thousand one hundred sixty three) Preemptive Rights.
Dilution of Ownership 21.89% (twenty one point eight nine percent) Preemptive Rights Trading Period December 8 - 15, 2016
Preemptive Rights Trading Period December 8 - 15, 2016 Securities Listing Date on the Stock
Exchange
December 8, 2016
Listing Indonesia Stock Exchange
The Company’s capital structure and shareholder composition as of the date of issuance of this Prospectus are as follows:
Shareholders Nominal Value Rp100.00 per share
-B Series Shares 2,372,793,740 237,279,374,000 49.00
Total Issued and Fully Paid-up Capital 4,842,436,500 484,243,650,000
- A Series Dwiwarna Shares 2,469,642,760 246,964,276,000 51.00
- B Series Shares 2,372,793,740 237,279,374,000 49.00
Total Shares in Portfolio 10,157,563,500 1,015,756,350,000 100.00
Assuming all of the Company's shareholders exercise the Preemptive Rights which they are entitled to in this Right Issue I, the Company’s capital structure subsequent to the Rights Issue I on a proforma basis shall be as follows:
Name of Shareholder
Prior to Right Issue I Subsequent to Right Issue I
Nominal Value Rp.100.- per share Nominal Value Rp.100.- per share
Number of
B Series 14,999,999,999 1,499,999,999,900 14,999,999,999 1,499,999,999,900
Total Authorized Capital 15,000,000,000 1,500,000,000,000 15,000,000,000 1,500,000,000,000
Issued and Paid-up
2,469,642,759 246,964,275,900 51.00 3,161,947,835 316,194,783,500 51.00
- Public 2,372,793,740 237,279,374,000 49.00 3,037,949,518 303,794,951,800 49.00
Total Issued and Paid-up Capital
4,842,436,500 484,243,650,000 100.00 6,199,897,354 619,989,735,400 100.00
Shares in Portfolio 10,157,563,500 1,015,756,350,000 8,800,102,646 880,010,264,600
In the event that all Right Shares offered with respect to this Right Issue I are not exercised by all of the Company's shareholders, with the exception of the Republic of Indonesia as a shareholder, and in the event that there are New Shares remaining unsubscribed subsequent to such allocation, the Company’s capital structure subsequent to the Republic of Indonesia on a proforma basis shall be as follows:
Name of Shareholder
Prior to Right Issue I Subsequent to Right Issue I
Nominal Value Rp.100.- per share Nominal Value Rp.100.- per share Number of
B Series 14,999,999,999 1,499,999,999,900 14,999,999,999 1,499,999,999,900
Total Authorized Capital 15,000,000,000 1,500,000,000,000 15,000,000,000 1,500,000,000,000
Issued and Paid-up Capital
2,469,642,759 246,964,275,900 51.00 3,161,947,835 16,194,783,500 51.00
- Public 2,372,793,740 237,279,374,000 49.00 2,372,793,740 237,279,374,000 38.27
- Stand-by Buyers 665,155,778 66,515,577,800 10.73
PT Bahana Securities (Affiliated) 219,501,407 21,950,140,700 3.54
PT Danareksa Sekuritas (Affiliated) 226,152,964 22,615,296,400 3.65
PT Mandiri Sekuritas (Affiliated) 219,501,407 21,950,140,700 3.54
Total Issued and Paid-up Capital 4,842,436,500 484,243,650,000 100.00 6,199,897,354 619,989,735,400 100.00
Total Shares in Portfolio 10,157,563,500 1,015,756,350,000 8,800,102,646 880,010,264,600
The Company’s Majority Shareholder, namely the Republic of Indonesia shall exercise its rights in this Rights Issue I in accordance with its portion of ownership as stipulated in Law No. 14 of 2016 concerning the State Budget of 2016 Budget Year juncto Law no. 12 of 2016 concerning the Amendment of Law No. 14 of 2015 concerning the State Budget of 2016 Budget Year, which implementation is stipulated by the Regulation of the Government of the Republic of Indonesia No. 44 of 2015 concerning the Additional Capital Investment of the Republic of Indonesia in the Share Capital of Perusahaan Perseroan (Persero) PT Pembangunan Perumahan Tbk.
In the event that the public shareholders do not exercise their rights to subscribe to the Right Shares offered in this Right Issue I in accordance with their respective preemptive rights, the percentage of ownership of such public shareholders shall be diluted by a maximum of 21.89% (twenty one point eight nine percent).
Holders of the Preemptive Rights who do not exercise their rights to purchase shares with respect to this Right Issue I may sell their rights to other parties from December 8, 2016, up to December 15, 2016, whether on the Stock Exchange or outside of the Stock Exchange in accordance with FSAR No. 32/2015.
The Company has obtained the approval from the EGMS to issue 1,357,460,854 (one billion three hundred fifty seven million four hundred sixty thousand eight hundred fifty four) new shares, each having a nominal value of Rp100.- (one hundred Rupiah) per share. The estimated amount of proceeds to be received by the Company in this Right Issue I is approximately Rp4,411,747,775,500 (four trillion four hundred eleven billion seven hundred forty seven million seven hundred seventy five thousand five hundred Rupiah).
Pursuant to the FSAR No. 32/2015, this Right Issue I shall be effective upon approval of the Company's EGMS, which was held on August 22, 2016, and upon receipt of Effective Statement from the FSA.
All of the Preemptive Rights shares shall be issued from portfolio and shall be listed on the IDX with due considerations to the prevailing laws and regulations. The Right Shares shall have identical rights in all respect (including the right to receive dividends) and rank equally with the Company’s existing paid-up shares. Each fraction of Preemptive Right shall be rounded down, in accordance with the provisions of FSAR No. 32/2015, in the event that shareholders own Preemptive Rights in the form of a fraction, the rights over such fraction of securities must be sold by the Company, and the proceeds of such sales shall be deposited to the Company's account.
1. Description of Preemptive Rights
Stock Exchange, with due considerations to the prevailing laws and regulations. The series of shares to be issued shall be B Series Ordinary Shares.
Shares offered in this Right Issue I shall be issued based on the Preemptive Rights issued by the Company to the eligible shareholders. Preemptive Rights are tradable during the trading period by transferring the ownership of Preemptive Rights through book-entry settlement of Preemptive Rights between Securities Account at KSEI.
Holders of Preemptive Rights intending to trade shall open the Securities Accounts at the Members of Stock Exchange or Custodian Banks which have been registered as Account Holders in KSEI. Several important terms which shall be considered with respect to this Preemptive Rights are as follows:
2. Parties Entitled to Preemptive Right Certificate
Shareholders entitled to acquire Preemptive Rights shall be the Shareholders whose names are registered in the Company's SR on December 6, 2016, at 16.00 Western Indonesian Time.
3. Legitimate Preemptive Right Certificate Holders
Legitimate Preemptive Right Certificate Holders are:
a. The Company's shareholders whose name are legitimately registered in the Company's SR as of December 6, 2016, up to 16.00 Western Indonesian Time, whose Preemptive Rights are not sold until the end of the Preemptive Rights trading period.
b. The buyers of Preemptive Rights whose names are stated on the Preemptive Right Certificate until th end of the Preemptive Rights trading period, or
c. The holders of Preemptive Rights administered in the Collective Depository at KSEI up the last date of the Preemptive Rights trading period.
4. Trading of Preemptive Right Certificate
Holders of Preemptive Rights may trade their Preemptive Rights Certificate during the trading period, which shall commence from December 8, 2016, up to December 15, 2016.
6. Request for Preemptive Right Certificate Split
Holders of Preemptive Right Certificate intending to sell or transfer a portion of their Preemptive Rights may contact the Company’s SAB to obtain the desired denomination of Preemptive Rights. Holders of Preemptive Rights split the Preemptive Rights Certificate from December 8, 2016, up to December 15, 2016.
The Preemptive Right Certificate resulting from such split shall be available for collection within 1 (one) Exchange Day after the complete request is accepted by the Company's SAB.
Preemptive Rights Certificate Issuance and Distribution Procedures
The Shareholders whose names are recorded in the Company's SR as of December 6, 2016, shall be entitled to submit the Preemptive Right Share subscription with respect to this Right Issue I, provided that each holder of 500,000 (five hundred thousand) existing share shall be entitled to 140,163 (one hundred forty thousand one hundred sixty three) Preemptive Rights, whereas every 1 (one) Preemptive Right shall be entitled to subscribe 1 (one) Right Share at a nominal value of Rp100 (one hundred Rupiah) per share at Exercise Price.
Subscribers entitled to purchase new shares are:
a. The holders of Preemptive Rights Certificates whose names are stated on the Preemptive Right Certificate or those who have legitimately acquired Preemptive Rights in accordance with the provisions of the prevailing laws and regulations; or
b. The holders of Electronic Preemptive Rights registered in the Collective Depository at KSEI up the last date of the Preemptive Rights trading period.
The subscribers may consist of individuals, Indonesian and/or Foreign Citizen and/or Institutions and/or Legal Entities/Business Entities, whether Indonesian/Foreign as stipulated in the Capital Market Law and the implementing regulations thereof.
In order to facilitate the process and ensure the eligible shareholders registration schedule is met, the shareholders of the Company's shares in the form of certificates intending to exercise their rights to acquire Preemptive Rights and have not registered their transfer of share ownerships are advised to register at the Securities Administration Bureau before the final deadline for the registration of Shareholders, which shall be December 6, 2016.
Distribution of Preemptive Rights
For shareholders whose shares are not administered in the Collective Depository at KSEI, the Company shall issue a Preemptive Right Certificate under the name of the shareholders, which may be obtained by the eligible shareholders or their representatives at the SAB on every business days during working hours starting from December 7, 2016, by presenting:
a. A photocopy of valid personal identification (for individual shareholders) and a photocopy of the Articles of Association for (for legal entity/institutional shareholders) The Shareholders shall also be required to present the original of such photocopies.
b. The original copy of power of attorney (in the event of representative), supplemented with photocopies of other valid personal identification, both for the principal and the agent (the original copy of identifications of the principal and agent must be presented).
Preemptive Rights Exercise/Registration Procedures
Registration to exercise Preemptive Rights Certificates shall be conducted at the office of the Company’s SAB’s during business days and working hours (Monday to Friday, 09.00 - 15.00 Western Indonesian Time).
In the event that the Preemptive Rights Certificates are not completed in accordance with the shares subscription guidelines/requirements stated on the Preemptive Right Certificate and in the Prospectus, the subscription may be rejected. Preemptive Rights shall be deemed exercised only when such payments have been proved to be in good funds in the Company's Bank Account in accordance with the requirements stipulated in the terms of subscription.
USE OF PROCEEDS
All proceeds received by the Company from this Right Issue I, net of Public Offering costs, shall be used as follows:
1. Approximately 76% shall be used to finance the capital expenditure requirements to support the Government’s priority infrastructure projects, among other, to finance the investment requirements for the construction of port areas, toll roads, apartment and housing for Low Income Class (LIC Housing and Apartment) industrial estates and power plants. The breakdown of such projects are, among others, as follows:
• Kuala Tanjung Port’s Multipurpose Terminal
• Medan-Kualanamu-Tebing Tinggi Toll Road
• Depok-Antasari Toll Road
• Balikpapan-Samarinda Toll Road
• Pandaan-Malang Toll Road
• Menado-Bitung Toll Road
• Middle & Low-Class Apartment (LIC Apartment)
• Kuala Tanjung Industrial Estate
• Meulaboh 2 x 200 MW Steam-Fired Power Plant
Furthermore, the Company shall use all proceeds from the Right Issue I in connection with capital expenditure requirements in the form of equity contributions in Subsidiaries and/or Associates and/or Joint Venture Companies established for each investment proposed in the list of projects presented above.
2. Approximately 24% shall be used to finance business developments in infrastructure, among others, power plants, toll roads, industrial estates and port areas.
KEY FINANCIAL HIGHLIGHTS
The Company’s key financial highlights presented below are derived from and calculated based on the Company’s audited financial statements for the statements of financial position as of (i) June 30, 2016, and statements of profit and loss for the six-month period ended June 30, 2016, which are prepared and presented in accordance with the Financial Accounting Standards in Indonesia. The audited consolidated financial statements as of and for the periods then ended have been audited based on the auditing standards stipulated by the Indonesian Institute of Certified Public Accountant (Institut Akuntan Publik Indonesia, “IAPI”) by the Registered Public Accountant Firm Hertanto, Grace, Karunawan, an independent public accountant, which audit reports were signed by Bambang Karunawan, CPA, on August 5, 2016, with unqualified opinion.
The Company's interim consolidated financial statements as of (ii) June 30, 2015, and for the six-month period then ended, which are not presented in this Prospectus and are unaudited, have been reviewed by the Registered Public Accountant Firm Soejatna, Mulyana & Partners, an independent public accountant, based on the 2410 Review Engagement Standards stipulated by IAPI, which concluded that there is no indication of material modification necessary to the consolidated financial statements in order to conform to the Financial Accounting Standards in Indonesia. A review conducted based on the 2410 Review Engagement Standards stipulated by IAPI is substantially narrower in scope compared to an audit conducted based on the Auditing Standards stipulated by IAPI. Soejatna, Mulyana, & Partners neither audited nor expressed any opinion on the unaudited consolidated financial statements. Therefore, the level of assurance provided by their review report on the said unaudited consolidated financial statements is highly limited, considering the limitation of nature and scope of procedures implemented in a review conducted based on the 2410 Standards Review Engagement Standard stipulated by IAPI.
audited based on the standards of auditing established by the Indonesian Institute of Certified Public Accountants (Institut Akuntan Publik Indonesia, “IAPI”) by the Registered Public Accountant Firm Soejatna, Mulyana & Partners, an independent public accountant, which audit reports were signed by Drs. Sukarna Rusdjana, CA, CPA on February 29, 2016, with unqualified opinion.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Cash and Cash Equivalent 2,171,299 3,025,395 2,408,126
Short-Term Investments 228,050 276,900 202,500
Trade Receivables - net of impairment on fair value of trade receivables
Third Parties 3,551,786 2,421,348 1,898,034
Related Parties 522,005 506,023 402,130
Retention Receivables - net of impairment on fair value of retention receivables
Third Parties 799,510 723,273 528,792
Related Parties 487,489 457,204 278,473
Due from Customer - net of impairment on fair value of due from customer
Third Parties 2,541,656 2,599,743 3,125,387
Related Parties 2,134,432 2,121,579 1,011,576
Other receivables:
Third Parties 53 247 25,852
Related Parties 1,653 3,640 1,762
Inventories 2,628,109 2,498,625 2,502,497
Advances from Joint Ventures 3,000 3,000 156,074
Advance 249,922 48,602 138,087
Prepaid Tax 326,555 467,772 462,184
Prepaid Expenses 509,410 259,322 329,627
Collaterals 20,683 17,864 6,231
Total Current Assets 16,175,612 15,430,536 13,477,332
NON-CURRENT ASSETS
Other receivables: 787 787 787
Land for Development 247,993 247,993 172,372
Investment in Associates 526,495 272,134 147,393
Other Long-term Investment 128,549 73,799 67,799
Investment Properties - net of accumulated depreciation 113,376 113,376 2,876
Fixed Assets - net of accumulated depreciation 3,250,794 2,989,066 709,714
Intangible Assets 32,069 31,294 882
Total Non-Current Assets 4,300,063 3,728,449 1,101,823
Total Assets 20,475,675 19,158,985 14,579,155
LIABILITIES AND EQUITY
Current Liabilities Bank Loans - Short-term
Third Parties 316,110 199,143 90,063
Related Parties 1,576,175 1,147,275 801,805
Non-Bank Loans - Related Parties 911,695 401,595 674,830
Trade payables
Third Parties 5,962,797 7,236,907 6,472,632
Related Parties 169,740 248,270 106,094
Taxes payable 54,598 56,570 34,723
Final Income Tax Payables 354,065 291,212 220,289
Unearned Revenue 8,446 9,627 13,675
Accrued Expenses 298,863 324,088 333,076
Long-term Bank Loans and Loans from Financial Institutions
Current Maturities -
(In millions of Rupiah)
DESCRIPTION As of June 30, As of December 31,
2016 2015 2014
Current maturities of long-term liabilities
Medium Term Notes 330,000 - -
Advances from Employers and Consumers 815,097 697,645 622,849
Lease Payables 18,507 14,492 15,229
Other Current Liabilities 131,696 68,096 22,734
Total Current Liabilities 11,082,288 10,761,799 9,418,218
NON-CURRENT LIABILITIES
Post-employment benefit obligation 303 114 -
Long-term Bank Loans and Loans from Financial Institutions
net of Current Maturities -
Third Parties 86,270 29,036 6,554
Related Parties 577,727 505,413 420,111
Long-term liabilities, net of current maturities
Medium Term Notes 800,000 330,000 330,000
Advances from Employers and Consumers 1,024,489 911,780 830,417
Lease Payables 34,602 25,832 50,399
Bonds payable 998,918 998,636 698,318
Other Non-Current Liabilities 427,474 447,130 490,205
Total Non-Current Liabilities 3,949,783 3,247,941 2,826,004
Total Liabilities 15,032,071 14,009,740 12,244,222
EQUITY
Equity attributable to: Owner of Parent Entity
Issued and Paid-up Capital 484,244 484,244 484,244
Additional Paid-in Capital 462,018 462,018 462,018
Difference in Transactions with Non-Controlling Interest
255,864 255,864 -
Gain on Revaluation of Fixed Assets 1,256,852 1,193,469 -
Remeasurement of Defined Benefit Pension Plan (34,427) (30,700) (29,323)
Retained earnings
Appropriated 1,900,351 1,306,832 883,538
Unappropriated 355,341 740,323 533,406
Amount 4,680,242 4,412,050 2,333,883
Non-Controlling Interest 763,362 737,195 1,050
TOTAL EQUITY 5,443,604 5,149,245 2,334,933
TOTAL LIABILITIES AND EQUITY 20,475,675 19,158,985 14,579,155
CONSOLIDATED STATEMENTS OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
(In millions of Rupiah)
Revenue 6,472,196 5,221,447 14,217,373 12,427,371
Cost of Goods Sold (5,565,689) (4,538,386) (12,210,412) (10,877,659)
Gross profit 906,507 683,061 2,006,961 1,549,712
Operating Expenses
Personnel 156,104 139,498 287,556 201,678
General Administration 50,183 36,931 96,072 65,449
Depreciation 14,494 6,047 21,287 8,830
Marketing 2,869 2,940 4,882 5,323
Total Operating Expenses 223,650 185,416 409,797 281,280
Operating income 682,857 497,645 1,597,164 1,268,432
Other income (expenses)
(In millions of Rupiah)
Other Expenses (18,634) (26,768) (61,119) (33,125)
Allowance for Impairment (10,111) (27,918) (63,954) (81,255)
Financing Cost/Interest Expense (104,286) (100,951) (372,987) (343,921)
Profit Share of Joint Ventures 32,647 9,972 66,925 71,024
Share in Associates’ Net Income - - 46 1,375
Income Before Income Tax 638,807 382,993 1,287,534 920,901
Income Tax Benefit (Expense) Current Tax
Final Tax (223,619) (167,503) (434,762) (378,126)
Non-Final Tax (4,779) (4,635) (7,209) (9,254)
Income Tax Benefit (Expense) (228,398) (172,138) (441,971) (387,380)
Profit for the Year from Continuing Operations 410,409 210,855 845,563 533,521
Other Comprehensive Income
Accounts That Will Not Be Reclassified To Profit (Loss)
Gain on Revaluation of Fixed Assets 65,945 - 1,230,310 -
Actuarial Gain on Pension Plan (3,727) (10,399) (1,377) (13,258)
Income Tax Related to Accounts
Comprehensive Income for the Year 470,065 200,456 2,037,655 520,263
Income attributable to:
Owner of parent entity 355,341 160,778 740,323 533,407
Non-controlling interest 55,068 50,077 105,240 114
410,409 210,855 845,563 533,521
Total Profit (Loss) and Other Comprehensive Income for the year Attributable to:
Owner of parent entity 414,997 150,378 1,932,415 520,148
Non-controlling interest 55,068 50,078 105,240 114
470,065 200,456 2,037,655 520,263
Cash Receipts from Customers 6,495,937 5,317,996 13,862,548 13,055,091
Cash Payments to
Suppliers and Sub-Contractors (8,017,079) (7,151,943) (12,824,397) (12,158,574)
Board of Directors: (5,918) (1,869) (15,113) (8,694)
Employees and Other Third Parties (226,302) (191,460) (341,963) (187,218)
Cash provided by (used in) operating activities (1,753,362) (2,027,276) 681,074 700,605
Tax Payments (486,999) (367,692) (595,281) (251,894)
Tax Reimbursements (Restitutions) 111,741 302,004 302,004 214,724
Payment of Post-Employment Benefit Obligations - - - (9,866)
Interest Payments (108,186) (106,550) (365,723) (361,736)
Net Cash Flows provided by (used in)
Operating Activities (2,236,806) (2,199,514) 22,074 291,833
CASH FLOWS FROM INVESTING ACTIVITIES
Receipts from Short-Term Investments 140,200 17,300 137,400 288,080
(Payments) for Short-Term Investments (94,784) (73,347) (214,658) (480,382)
(Disposal of) Addition in Investment in Joint
Venture 2,000 - (62,394) -
Interest receipts 15,719 16,368 28,686 16,544
(Addition) in Investment in Associates (257,128) - (133,395) (78,166)
Disposal of Investment in Associates - - 8,700 -
(Addition) in Other Long-term Investment (54,750) - (6,000) (110,889)
(Addition) in Land for Development - - (143,469) -
(Addition) in Construction in Progress (86,857) (20,040) (121,323) -
Advance Payments - (910) - -
Receipt of Dividends - 48 48 -
Addition in Assets
Investment Property - - - (763)
Fixed Assets (123,616) (76,617) (155,600) (159,869)
Net Cash Flows provided by (used in) Investing
Activities (461,178) (137,198) (662,004) (525,445)
CASH FLOWS FROM FINANCING ACTIVITIES Payment of Dividends, Environmental Management
and Partnership Program (148,065) (106,390) (106,390) (126,203)
Receipts from Bonds - 300,000 300,000 -
Payment of Shares and Bonds Issuance Cost - (21,060) (21,300) -
Proceeds from Bank Loans 3,826,422 2,786,801 4,630,946 2,949,911
Payments of Bank Loans (3,102,811) (2,226,842) (4,473,733) (2,998,307)
Addition in Medium Term Notes 300,000 200,000 300,000 375,000
Payments of Medium Term Notes - - (300,000) (605,000)
Difference in Transactions with Non-Controlling
Interest (28,901) 255,864 255,864 -
Non-Controlling Interest - 652,920 652,920 -
Proceeds from Non-Bank Loans 1,400,500 763,549 815,700 776,982
Payments of Non-Bank Loans (390,257) (689,428) (867,892) (129,290)
Net Cash Flows provided by (used in)
Financing Activities 1,856,889 1,915,414 1,186,115 243,092
Net increase (decrease) in cash and cash
equivalent (841,095) (421,298) 546,184 9,480
Foreign exchange gains/(losses) (13,001) 10,482 71,084 1,844
CASH AND CASH EQUIVALENTS, BEGINNING
BALANCE 3,025,395 2,408,126 2,408,126 2,396,802
CASH AND CASH EQUIVALENTS, ENDING
BALANCE 2,171,299 1,997,310 3,025,395 2,408,126
KEY FINANCIAL RATIOS (UNAUDITED)
Total Liabilities to Total Assets Ratio (%) 73.41 78.33 73.12 83.98
Debt to Equity Ratio (%) 276.14 361.54 272.07 524.39
DESCRIPTION
As of and for the six-month period ended June 30,
As of and for the year ended December 31,
2016 2015 2015 2014
Own Capital to Total Assets Ratio (%) 14.15 14.19 14.09 12.18
EBITDA to Interest Expense (%) 751.94 511.62 466.82 384.40
ACTIVITY RATIOS
Inventory Turnover (days) 81 101 71 79
Collection Period (days) 151 137 105 91
Asset Turnover (x) 0.67 0.69 0.79 0.86
GROWTH RATIO
Revenue (%) 23.95 13.44 14.40 6.62
Operating Income (%) 37.22 32.12 25.92 16.89
Comprehensive Net Income (%) 134.50 34.23 291.66 22.18
Total Assets 6.87 5.48 31.41 17.64
Total Liabilities (%) 7.30 (1.62) 14.42 17.15
Equity (%) 5.72 42.69 120.53 20.28
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following Management’s Discussion and Analysis must be read in conjunction with the Key Financial Highlights, the Company's consolidated financial statements and notes to the consolidated financial statements and other financial information, all of which are not presented in this Prospectus.
The financial information presented below are derived from the Company’s audited financial statements for the statements of financial position as of (i) June 30, 2016, and statements of profit and loss for the six-month period ended June 30, 2016, which are prepared and presented in accordance with the Financial Accounting Standards in Indonesia. The audited consolidated financial statements as of and for the periods then ended have been audited based on the auditing standards stipulated by the Indonesian Institute of Certified Public Accountant (Institut Akuntan Publik Indonesia, “IAPI”) by the Registered Public Accountant Firm Hertanto, Grace, Karunawan, an independent public accountant, which audit reports were signed by Bambang Karunawan, CPA, on August 5, 2016, with unqualified opinion.
The Company's interim consolidated financial statements as of (ii) June 30, 2015, and for the six-month period then ended, which are not presented in this Prospectus and are unaudited, have been reviewed by the Registered Public Accountant Firm Soejatna, Mulyana & Partners, an independent public accountant, based on the 2410 Review Engagement Standards stipulated by the IAPI, which resulted in no indication of need for material modification to the consolidated financial statements in order to conform to the Financial Accounting Standards in Indonesia. A review conducted based on the 2410 Review Engagement Standards stipulated by IAPI is substantially narrower in scope compared to an audit conducted based on the Auditing Standards stipulated by IAPI. Soejatna, Mulyana, & Partners neither audited nor expressed any opinion on the unaudited consolidated financial statements. Therefore, the level of assurance provided by their review report on the said unaudited consolidated financial statements is highly limited, considering the limitation of nature and scope of procedures implemented in a review conducted based on the 2410 Standards Review Engagement Standard stipulated by IAPI.
The Company’s audited consolidated financial statements for the statements of financial position as of (i) December 31, 2015, and 2014, and statements of profit and loss for the years ended December 31, 2015, and 2014, are prepared and presented in accordance with the Financial Accounting Standards in Indonesia. The audited consolidated financial statements as of and for the years then ended have been audited based on the standards of auditing established by the Indonesian Institute of Certified Public Accountants (Institut Akuntan Publik Indonesia, “IAPI”) by the Registered Public Accountant Firm Soejatna, Mulyana & Partners, an independent public accountant, which audit reports were signed by Drs. Sukarna Rusdjana, CA, CPA on February 29, 2016, with unqualified opinion.
The Management's Discussion and Analysis contains forward-looking statements, which reflect the Company's present views with respect to future events and the Company's financial performance in the future. The Company's actual results may differ materially from the projected results in the said forward-looking statements as a result of numerous factors, including the factors described in this chapter and Chapter VI of this Prospectus.
4. FINANCIAL CONDITION AND OPERATIONAL RESULTS
a. Revenue and its Contribution to the Company's Consolidated Income
The Company has 6 (six) business segments that support the Company's growth and contribute positive profit to the Company, namely (i) Construction Services, (ii) Engineering, Procurement, Construction (EPC), (iii) Property and Realty), (iv) Pre-cast, (v) Equipment, and (vi) Investment.
Description
The 6 (six)-month period ended The year ended
June 30, December 31,
2016 % 2015 % 2015 % 2014 %
(Unaudited)
Construction Service 4,603,824 66.96 4,219,929 78.82 11,830,968 80.65 10,754,443 83.37
EPC 1,068,206 15.54 256,638 4.79 928,319 6.33 1,091,050 8.46
Property and Realty 1,008,684 14.67 748,302 13.98 1,600,924 10.91 663,921 5.15
Pre-cast 180,643 2.63 23,071 0.43 85,502 0.58 204,070 1.58
Equipment 142,211 0.21 105,834 1.98 223,113 1.52 186,926 1.45
Total Revenue 7,003,568 5,353,773 14,668,826 12,900,410
Elimination (531,371) (132,326) (451,453) (473,039)
Total Revenue 6,472,196 100.00 5,221,447 100.00 14,217,373 100.00 12,427,371 100.00
As of June 30, 2016, the Company’s revenue was generated from the Construction Service, EPC, and Property and Realty segments, each contributing 66.96%, 15.54%, 14.67%, respectively, whereas the remaining revenue was contributed by Pre-cast and Equipment segments. The construction service segment consistently provided the largest contribution to the Company's revenue, accounting more than 80% on each of the years ended December 31, 2014, and 2015, i.e. 83.37% and 80.65%, respectively.
At present, the EPC and Property business segments has gained more attention, as proven by high revenue growth compared to the same period in prior year. Revenue from the EPC business segment as of June 2016 rose by 316.23% compared to revenue as of June 2015, whereas revenue from the Property and Realty business segment as of June 2016 rose by 34.17% compared to revenue as of June 2015.
b. Operating Profitability and its Contribution to the Company's Consolidated Income
The following table presents the breakdown of the Company's consolidated operating income by business segment and the respective percentage to total operating income for each of the following period:
Description
The 6 (six)-month period ended The year ended
June 30, December 31,
2016 % 2015 % 2015 % 2014 %
(Unaudited)
Construction Service 251,560 36.84 252,918 50.82 949.17 59.43 910.981 71.82
EPC 157,338 23.04 17,175 3.45 183.349 11.48 127.091 10.02
Property and Realty 226,338 33.15 194,043 38.99 395.175 24.74 151.662 11.96
Pre-cast 16,376 2.40 2,003 0.40 7.966 0.50 22.269 1.76
Equipment 31,245 4.58 31,506 6.33 61.505 3.85 56.429 4.45
Total Revenue 682,857 100.00 497,645 100.00 1,597 100.00 1,268 100.00
As of June 30, 2016, the Company’s operating income was generated from the Construction Service, Property and Realty, and EPC, segments, each contributing 36.84%, 33.15%, 23.04%, respectively, whereas the remaining operating income was contributed by Pre-cast and Equipment segments. The construction service segment consistently provided the largest contribution to the Company's revenue, accounting more than 50% on each of the years ended December 31, 2014, and 2015, i.e. 71.82% and 59.43%, respectively.
h. Asset Growth
As of June 30, 2016, compared to as of December 31, 2015
The Company’s total assets as of June 30, 2016, was Rp20,475,675 million, an increase of 6.87% compared to total assets as of December 31, 2015, of Rp19,158,985 million.
The Company's total current assets as of June 30, 2016, was Rp16,175,612 million, an increase of Rp745,077 million or 4.83% compared to total current assets as of December 31, 2015, of Rp15,430,536 million. The increase was due to an increase in new contracts acquired in the period ended June 30, 2016, totaling Rp14,093 billion.
Trade receivables - net of impairment on fair value of trade receivables - third parties increased by Rp1,130,438 million or 46.69%, as a result of outstanding payments of multi-year projects.
Prepaid expenses increased by Rp250,088 million or 96.44%, as a result of an increase in marketing expenses, namely, Indirect Expenses, Marketing Expenses, Provision Expenses and Insurance Expenses.
Advances increased by Rp201,320 million or 414.22% due to advances made to suppliers, sub-contractors and import at the end of June 2016 for recently acquired projects.
Other receivables - third parties decreased by Rp194 million or 78.54%, due to a decrease in interest receivables.
Prepaid taxes decreased by Rp141,217 million or 30.19%, due to a decrease in VAT as a result of restitutions that were paid at the end of 2016.
The Company's total non-current assets as of June 30, 2016, was Rp4,300,063 million, an increase of Rp571,614 million or 15.33% compared to total non-current assets as of December 31, 2015, of Rp3,728,449 million. The increase was mainly due to an increase in investment in associates by Rp254,361 million or 93.47% resulting from capital contribution to associates.
Investment in associates increased by Rp254,361 million or 93.47% as a result of investment activities in PT Jasa Marga Pandaan Malang totaling Rp25 billion, PT Jababeka PP Properti totaling Rp36 billion, PT Sentul PP Properti totaling Rp49 billion, and additional capital in PT Prima Multi Terminal totaling Rp123 billion and PT Pekanbaru Permai Propertindo totaling Rp23 billion.
Other long-term investments increased by Rp54,750 million or 74.19% as a result of investment activities conducted with respect to toll road operation, among others, investments in PT Jasa Marga Kualanamu totaling Rp28.5 billion, PT Jasa Marga Balikpapan Samarinda totaling Rp16.8 billion and PT Jasa Marga Manado Bitung totaling Rp9.45 billion.
As of December 31, 2015 compared to as of December 31, 2014
The Company’s total assets as of December 31, 2015, was Rp19,158,985 million, an increase of 31.41% compared to total assets as of December 31, 2014, of Rp14,579,155 million.
The Company's total current assets as of December 31, 2015, was Rp15,430,536 million, an increase of Rp1,953,204 million or 14.49% compared to total current assets as of December 31, 2014, of Rp13,477,332 million. The increase was mainly due to an increase in due from customer - net - related parties by Rp1,110,003 million or 109.73%. The largest Due from Customer net-related parties was contributed by PT Prima Multi Terminal totaling Rp275,752 million.
Retention receivables - net of impairment of fair value of retention receivables - third parties increased by Rp194,481 million or 36.78% as a result of retention of payments of receivables billed based on on-site physical progress by customers. The increase in retention receivables from third parties consisted of, among others, an increase of receivables from PT Misi Mulia Petronusa totaling Rp20,756 million and PT Freeport Indonesia totaling Rp13,589 million.
Retention receivables - net of impairment of fair value of retention receivables - related parties increased by Rp178,731 million or 64.18% as a result of retention of payments of receivables billed based on on-site physical progress by customers. The increase in retention receivables from related parties consisted of, among others, an increase of receivables from PT Pelindo II totaling Rp116,610 million and PT PLN (Persero) totaling Rp31,445 million.
Short-term investments increased by Rp74,400 million or 36.74% as a result of the increase and decrease in 1-2 month term deposits, bearing an interest rate and profit share ranging from 4.25%-9.25%. The increase was due to an increase in deposits in PT Bank Mega totaling Rp10,000 million, an increase in deposits in PT Bank BTN totaling Rp136,200 million, a decrease in deposits in PT Bank DKI totaling Rp1,300 million, a decrease in deposits in PT Bank BRI totaling Rp70,000 million and a decrease in deposits in PT Bank Mandiri totaling Rp500 million.
Other receivables - related parties increased by Rp1,878 million or 106.55% as a result of an increase in interest receivables by Rp1,822 million and receivables from the Company’s employee cooperative by Rp55 million.
Guarantee increased by Rp11,633 million or 186.69% as a result of the increase in new contracts acquired, which required guarantees in the form of bank guarantees, among others, advance payment guarantee, performance guarantee and maintenance guarantee.
Other receivables - third parties decreased by Rp25,605 million or 99.04%, due to the payment of receivables from PP-HKM Joint Venture totaling Rp25,754 million.
Advances to Joint Ventures decreased by Rp153,074 million or 98.08% due to the elimination of payables and receivables resulting from the acquisition of PP-HKM Joint Venture.
Advances decreased by Rp89,485 million or 64.80% due to the repayment of advances by suppliers and sub-contractors for achieved milestones.
The Company's total non-current assets as of December 31, 2015, was Rp3,728,499 million, an increase of Rp2,626,626 million or 238.39% compared to total non-current assets as of December 31, 2014, of Rp1,101,823 million. The increase was mainly due to an increase in fixed assets - net of accumulated depreciation, by Rp2,279,352 million or 321.16% as a result of fixed asset revaluation in accordance with the Regulation of the Minister of Finance of the Republic of Indonesia number 191/PMK.010./2015 concerning revaluation of fixed assets for tax purposes.
Investment in associates increased by Rp124,741 million or 84.63% as a result of an increase in paid-in capital in associates.
Investment properties - net of accumulated depreciation, increased by Rp110,500 million or 3,842.35% and an increase in fixed assets - net of accumulated depreciation by Rp2,279,352 million or 321.16% owing to fixed asset revaluation in accordance with the Regulation of the Minister of Finance of the Republic of Indonesia number 191/PMK.010./2015 concerning revaluation of fixed assets for tax purposes.
i. Liability Growth
As of June 30, 2016 compared to as of December 31, 2015
The Company’s total liabilities as of June 30, 2016, was Rp15,032,070 million, an increase of 7.30% compared to total liabilities as of December 31, 2015, of Rp14,009,740 million.
The Company's total current liabilities as of June 30, 2016, was Rp11,082,288 million, an increase of Rp320,489 million or 2.99% compared to total non-current assets as of December 31, 2015, of Rp10,761,799 million.
Short-term bank loans - third parties increased by Rp116,967 million or 58.74% due to additional bank loans from PT Bank BOT totaling Rp200,000 million, from Bank DBS totaling Rp9,847 million and PT Bank DKI totaling Rp442 million, coupled with repayment of loans to PT Bank Niaga and PT Bank UOB totaling Rp90,075 million and Rp3,247 million, respectively.
Short-term bank loans - related parties increased by Rp428,900 million or 37.38% due to additional bank loans from PT Mandiri totaling Rp354,539 million and from PT Bank Syariah Mandiri totaling Rp122,237 million, and the Company also repaid its loans to PT Bank BTN totaling Rp40,000 million, to PT BNI totaling Rp4,731 million and to PT Bank BRI totaling Rp3,146 million.
Non-Bank Loans - related parties increased by Rp510,100 million or 127.02% resulting from a new loan from PT Sarana Multi Infrastruktur totaling Rp100,000 million and additional loan from Lembaga Pembiayaan Ekspor Indonesia totaling Rp410,100.
Other short-term liabilities increased by Rp63,599 million or 93.40%, which was mainly due to the increase in dividend payables by Rp56,626 million.
Trade payables - related parties decreased by Rp78,531 million or 30.63% due to the decrease in the Company's payables to suppliers and sub-contractors.
The Company's total non-current liabilities as of June 30, 2016, was Rp3,949,783 million, an increase of Rp701,842 million or 21.61% compared to total non-current liabilities as of December 31, 2015, of Rp3,247,941 million. The increase was mainly due to the increase in Medium Term Notes by Rp470,000 million or 142.42%.
Post-employment benefit obligation increased by Rp189 million or 165.47% due to actuarial calculation in accordance with the implementation of SFAS No. 24 (2013 Revision) on Employee Benefits, since the previous calculation using the corridor method was no longer allowed.
Long-term bank loans and loans from financial institutions - net of current maturities - third parties increased by Rp57,234 million or 197.11% due to additional bank loans for PP Properti, a Subsidiary, from PT Bank CIMB Niaga in the form of Construction Credit Facilities (KYG) for the construction of “Grand Sungkono Lagoon Apartment, Venetian Tower” and its facilities/infrastructures in accordance with the Deed of Loan Agreement No. 13 dated November 17, 2014, before Mrs. Esther Agustina Ferdinandus, S.H., a Notary. Maximum credit limit of Rp190,000,000,000 (one hundred ninety billion Rupiah), for a period of 42 (forty tow) months, bearing an interest rate of 11% (eleven percent) per annum.
Medium Term Notes increased by Rp470,000 million or 142.42% as a result of issuance of Medium Term Notes (MTN) by PP Properti, a Subsidiary, in 2016.
Lease payables increased by Rp8,770 million or 33.95% due to the increase in lease payables of PP Peralatan, a Subsidiary.
As of December 31, 2015 compared to as of December 31, 2014
The Company’s total liabilities as of December 31, 2015, was Rp14,009,740 million, an increase of 14.42% compared to total liabilities as of December 31, 2014, of Rp12,244,222 million.
The Company's total current liabilities as of December 31, 2015, was Rp10.761,799 million, an increase of Rp1,343,581 million or 14.27% compared to total non-current liabilities as of December 31, 2014, of Rp9,418,218 million.
Short-term bank loans - third parties increased by Rp109,080 million or 121.11% due to additional loans from PT Bank DBS totaling Rp31,263 million and PT Bank UOB totaling Rp726 million, as well as repayment of loans to PT Bank DKI totaling Rp12,984 million.
Short-term bank loans - related parties increased by Rp345,470 million or 43.09% due to additional bank loans from PT Bank BNI totaling Rp154,951 million, from PT Bank BRI totaling Rp142,485 million, from PT bank Mandiri totaling Rp28,582 million, and lastly additional bank loan from PT bank Syariah Mandiri totaling Rp19,951 million.
Trade payables - related parties increased by Rp142,176 million or 134.01% due to the increase in payables to suppliers and sub-contractors.
Other short-term payables increased by Rp45,362 million or 199.54% due to the acquisition of PT Hasta Kreasi Mandiri, which gave rise to liabilities to be paid to the previous shareholders of the company totaling Rp45,292 million.
Non-bank loans - related parties decreased by Rp273,235 million or 40.49%, due to, among others, payment of non-bank loans to LPEII/Indonesian Exim Bank (IEB), consisting of Transactional Working Capital Loan and Non-Cash Loan (NCL) totaling Rp123,235 million and repayment of non-bank loan to PT Danareksa Capital, consisting of loan utilized for IPO Pre-Financing of PP Properti, a Subsidiary, totaling Rp150,000 million.
The Company's total non-current liabilities as of December 31, 2015, was Rp3,247,941 million, an increase of Rp421,937 million or 14.93% compared to total non-current liabilities as of December 31, 2014, of Rp2,826,004 million. The increase was mainly due to the increase in Bonds Payable by Rp300,317 million or 43.01%.
Long-term bank loans and loans from financial institutions - net of current maturities - third parties increased by Rp22,482 million or 343.01% due to bank loans for PP Properti, a Subsidiary, from PT Bank CIMB Niaga Tbk in the form of Construction Credit Facilities (KYG) for the construction of “Grand Sungkono Lagoon Apartment, Venetian Tower” and its facilities/infrastructures.
Bonds payable increased by Rp300,318 million or 43.01% as a result of the Company’s issuance of Shelf-Registered Bonds I Phase II on February 24, 2015, totaling Rp300,000 million.
Lease payables decreased by Rp24,567 million or 48.75% due to payment of lease payables of PP Peralatan, a Subsidiary, which was acquired in June 2014.
Up to the issuance of this prospectus, there are no liabilities exceeding Rp1 billion to any parties.
j. Equity Growth
As of June 30, 2016 compared to as of December 31, 2015
The Company’s total equity as of June 30, 2016, was Rp5,443,604 million, an increase of 5.72% compared to total equity as of December 31, 2015, of Rp5,149,245 million.
The increase in equity was due to the increase in appropriated retained earnings by Rp593,519 million or 45.42% as a portion of prior year’s income was appropriated as the Company's retained earnings in accordance with the GMS resolution concerning the appropriation of use of the Company's net income for the year ended December 31, 2015, with the following net income distribution proportion: 20% for dividends, 75% for development reserves and 5% of appropriated reserves.
As of December 31, 2015 compared to as of December 31, 2014
The Company’s total equity as of December 31, 2015, was Rp5,149,245 million, an increase of 120.53% compared to total equity as of December 31, 2014, of Rp2,334,933 million.
The increase in equity was due to the increase in appropriated retained earnings by Rp423,294 million or 47.91% as a portion of prior year’s income was appropriated as the Company's retained earnings in accordance with the GMS resolution concerning the appropriation of use of the Company's net income for the year ended December 31, 2014, with the following net income distribution proportion: 20% for dividends, 75% for development reserves and 5% of appropriated reserves.
m. Return on Investment and Return on Equity
Return on Investment (ROI) indicates the ability of the Company's productive assets to generate net income, which is calculated by comparing net income to total assets. Return on Equity (ROE) indicates the Company's ability to generate net income, which is calculated by comparing net income to total equity.
DESCRIPTION June 30, December 31,
2016 2015 2015 2014
Return on Investment (ROI) (%) 8.04 6.74 9.52 9.08
Return on Equity (ROE) (%) 28.33 19.33 31.33 30.05
Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015
The Company’s return on investment ratio increased from 6.74% for the six-month period ended June 30, 2015, to 8.04% for the six-month period ended June 30, 2016. The foregoing reflected an improvement in the ability of capital invested in total assets to generate income.
Return on equity ratio increased from 19.33% for the six-month period ended June 30, 2015, to 28.33% for the six-month period ended June 30, 2016. The foregoing reflected an improvement in the ability of capital invested in total equity to generate income.
Year Ended December 31, 2015, compared to the Year Ended December 31, 2014
Return on equity ratio increased from 30.05% for the year ended December 31, 2014, to 31.33% for the year ended December 31, 2015. The foregoing reflected an improvement in the ability of capital invested in total equity to generate income.
n. Cash Flows
The Company's cash flows provided by operating activities consisted of, among others, receipts from customers, cash payments to suppliers and subcontractors, Board of Directors and employees, and other third parties, tax payments, and interest payments.
The negative cash flows provided by operating activities for the two 6 (six)-month period ended June 30, 2016, and 2015, and the positive cash flows for the years 2015, 2014, and 2013 occurred as a result of the annual cycle of the Company’s business activities.
The Company's cash flows used in investing activities consisted of, among others, receipts from term investments or payments for short-term investments, additions or disposals of guarantees, interest receipts, additions or disposals of investments, and additions in investment property assets and fixed assets.
The Company's cash flows provided by financing activities consisted of, among others, payments of dividends, environmental management and partnership program, proceeds from bank loans, payments of bank loans, additions in Medium Term Notes, payments of Medium Term Notes, payments of non-bank loans, proceeds from IPO and IPO issuance costs.
Presented below are the Company's cash flows for the 6 (six)-month period ended June 30, 2016, and 2015, and the years ended December 31, 2015, and 2014 are as follows:
(In millions of Rupiah)
DESCRIPTION June 30, December 31,
2016 2015 2015 2014
CASH FLOWS
Cash Flows from Operating Activities (2,236,806) (2,199,514) 22,074 291,833
Cash Flows from Investing Activities (461,178) (137,198) (662,004) (525,445)
Cash Flows from Financing Activities 1,856,889 1,915,414 1,186,115 243,092
Increase (decrease) in cash flows (841,095) (421,298) 546,184 9,480
Six-month period ended June 30, 2016, compared to the Six-month period ended June 30, 2015
Cash flows received by the Company for the six-month period ended June 30, 2016, were generated by operating, investment and financing activities, which resulted in a deficit of Rp2,236,806 million, a deficit of Rp461,178 million and a surplus of Rp1,856,889 million, respectively.
The deficit of cash flows provided by operating activities increased by Rp37,292 million from a deficit of Rp2,199,514 million for the six-month period ended June 30, 2015, to a deficit of Rp2,236,806 million for the six-month period ended June 30, 2016. The increase was due to, among others, increases in payments to suppliers and sub-contractors by Rp865,137 million, payments to employees and other third parties by Rp34,842 million, and tax payments by Rp119,307 million.
The deficit of cash flows provided by investing activities increased by Rp323,980 million from a deficit of Rp137,198 million for the six-month period ended June 30, 2015, to a deficit of Rp461,178 million for the six-month period ended June 30, 2016. The increase was due to, among others, additions in investments in associates by Rp257,128 million and additions in long-term investments by Rp54,750 million.
The surplus of cash flows provided by financing activities decreased by Rp58,525 million from a surplus of Rp1,915,414 million for the six-month period ended June 30, 2015, to a surplus of Rp1,856,889 million for the six-six-month period ended June 30, 2016. The decrease was due to, among others, an increase in proceeds from bank loans and additions in medium term notes.
Year Ended December 31, 2015, compared to the Year Ended December 31, 2014
Cash flows received by the Company for the six-month period ended December 31, 2015, were generated by operating, investment and financing activities, which resulted in a surplus of Rp22,074 million, a deficit of Rp662,004 million and a surplus of Rp1,186,115 million, respectively.
The surplus of cash flows provided by operating activities decreased by Rp269,759 million from a surplus of Rp291,833 million for the year ended December 31, 2014, to a surplus of Rp22,074 million for the year ended December 31, 2015. The decrease was due to an increase in cash payments to employees and other parties, which increased by Rp154,476 million compared to payments in prior year.
The deficit of cash flows provided by investing activities increased by Rp136,560 million from a deficit of Rp525,444 million for year ended December 31, 2014, to a deficit of Rp662,004 million for the year ended December 31, 2015. The increase was due to, among others, additions in investments in associates by Rp55,299 million and additions in constructions in progress by Rp121,323 million.
CONSOLIDATED EQUITY
The following table presents the balance of the Company’s consolidated equity as of December 31, 2014, and 2015, as audited by the Registered Public Accountant Soejatna, Mulyana & Partners, whereas the Company's financial statements for the six-month period ended June 30, 2016, were audited by the Registered Public Accountant Firm Hertanto, Grace, Karunawan, which expressed an Unqualified Opinion on the financial statements as a whole.
(In millions of Rupiah)
DESCRIPTION June 30, December 31,
2016 2015 2014
EQUITY
Equity attributable to: Owner of Parent Entity
Issued and Paid-up Capital 484,244 484,244 484,244
Additional Paid-in Capital 462,018 462,018 462,018
Difference in Transactions with Non-Controlling Interest 255,864 255,864 -
Gain on Revaluation of Fixed Assets 1,256,852 1,193,469 -
Remeasurement of Defined Benefit Pension Plan (34,427) (30,700) (29,323)
Retained earnings
Appropriated 1,900,351 1,306,832 883,538
Unappropriated 355,341 740,323 533,406
Total 4,680,242 4,412,050 2,333,883
Non-Controlling Interest 763,362 737,195 1,050
TOTAL EQUITY 5,443,604 5,149,245 2,334,933
There are no changes to the capital structure from the date of the last financial statements up to the effective date of the Registration Statement.
The following table presents the balance of the Company's consolidated equity on a proforma basis as of June 30, 2016, based on the assumption that all Preemptive Rights offered in this Right Issue I are entirely exercised on June 30, 2016, at an Exercise Price of Rp3,250 per share.
(In millions of Rupiah)
Balance of equity as of June 30, 2016, having a nominal value of Rp100 (in full amount) per share
Total 1,357,460,854 shares, having a nominal value of Rp100 (in full amount) per share and Preemptive Right price of Rp3,250 per
share
Proforma Equity as of June 30, 2016, subsequent to the
Right Issue I
Authorized Capital
Issued and Paid-up Capital 484,244 135,746 619,990
Additional Paid-in Capital 462,018 4,276,002 4,738,020
Difference in Transactions with Non-Controlling Interest
255,864 - 255,864
Gain on Revaluation of Fixed Assets 1,256,852 - 1,256,852
Remeasurement of Defined Benefit Pension Plan (34,427) - (34,427)
Retained earnings:
Appropriated 1,900,351 - 1,900,351
Unappropriated 355,341 - 355,341
4,680,242 - 9,091,991
Non-controlling interest 763,362 - 763,362
DESCRIPTION OF STAND-BY BUYERS
In accordance with the provisions set forth in the Agreement on Subscription of Unsubscribed Shares from Perusahaan Perseroan (Persero) PT Pembangunan Perumahan Tbk’s Right Issue I No. 31 dated November 18, 2016, between the Company and PT Bahana Securities, PT Danareksa Sekuritas and PT Mandiri Sekuritas, the followings have been resolved:
In the event that the Right Shares offered in this Right Issue I are not entirely subscribed by the holders of Preemptive Rights, the remaining shall be allocated to other Preemptive Right Holders subscribing more than their rights as stated in the Preemptive Right Certificate of the Additional Shares Subscription Form proportionally based on the exercised rights.
If, subsequent to the allocation there are New Shares remaining unsubscribed, then, all of such Remaining New Shares, with an Exercise Price of Rp3,250 (three thousand two hundred fifty Rupiah) per share, shall be subscribed to by PT Bahana Securities, at a maximum of 219,501,407 (two hundred nineteen million five hundred one thousand four hundred seven) shares, PT Danareksa Sekuritas, at a maximum of 226,152,964 (two hundred twenty six million one hundred fifty two thousand nine hundred sixty four) shares and PT Mandiri Sekuritas, at a maximum of 219,501,407 (two hundred nineteen million five hundred one thousand four seven) shares.
A. PT BAHANA SECURITIES (“BS”)
Brief History
PT Bahana Securities is a limited liability company established pursuant to and based on the laws of the Republic of Indonesia based on the Deed No. 58 dated July 26, 1989, drawn up before Soebagio Ronoatmodjo, S.H., a Notary in Jakarta. The Deed of Establishment was approved by the Minister of Justice of the Republic of Indonesia by virtue of Decree No. C-2-8857.HT.01.01. Th.89 dated September 19, 1989, and announced in the State Gazette of the Republic of Indonesia No. 6 dated January 21, 1992, Supplement No. 245. The Articles of Association have been amended several times, and the last amendment was made based on the Deed of Notary Hadijah, S.H., No. 9 dated October 8, 2015. The last amendment was accepted by the Minister of Law and Human Rights by virtue of Decree No. AHU-3570385.AH.01.11.Tahun 2015 dated October 23, 2015.
AIMS, OBJECTIVES AND BUSINESS ACTIVITIES
BS’ main activities as a securities company are to carry out business activities as Underwriters, Broker-Dealers (either on its own behalf or as a representative or commissioner) and other activities in accordance with the prevailing laws and regulations.
Management and Supervision
The compositions of BS’ Board of Commissioners and Board of Directors as stipulated in the Deed No. 35 dated December 18, 2015, drawn up before Hadijah, S.H., a Notary in Jakarta, which notification was received and recorded in the database of Legal Entity Administration System of the Ministry of Law and Human Rights of the Republic of Indonesia pursuant to Letter No. AHU-AH.01.03-0991792 dated December 29, 2015, are as follows:
Board of Commissioners
President Commissioner : Eko Yuliantoro
Commissioner : Hari Gursida
Board of Directors:
President Director : Feb Sumandar
Director
: Wiwit Gusnawan
Director
: Andi Irawan Sidharta
Director
: Natalia Surjadiputra
Director
: Novita Lubis
Capital Structure and Shareholder Composition
Description Nominal Value Rp1,000,000.00 per share
Number of Shares Nominal Value (Rp) (%) Authorized Capital 500,000 500,000,000,000 Issued and Fully Paid-up Capital
1. Perusahaan Perseroan (Persero) PT Bahana Pembinaan Usaha Indonesia 248,000 248,000,000,000 99.20%
2. Koperasi Karyawan PT Bahana Pembinaan Usaha Indonesia (Persero) 2,000 2,000,000,000 0.80%
Total Issued and Fully Paid-up Capital 250,000 250,000,000,000 100.00% Shares in Portfolio 250,000 250,000,000,000
Key Financial Highlights
(In millions of Rupiah)
Description June 2016 (Unaudited) December 31,
