IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”). IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering circular. In accessing the attached offering circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of your Representation: You have accessed the attached offering circular on the basis that you have confirmed your representation to the Company and to the Initial Purchaser (as such terms are defined in the attached offering circular) that (1) you consent to delivery of the attached offering circular and any amendments or supplements thereto by electronic transmission and agree to the terms set forth herein, (2) (i) you are outside the United States and, to the extent you purchase the securities described in the attached offering circular, you will be doing so pursuant to Regulation S under the Securities Act, and (ii) the e-mail address to which the attached offering circular has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, (3) you will not transmit the attached offering circular (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Initial Purchaser and (4) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic conditions with respect to your decision to subscribe for or purchase any securities. The attached offering circular has been made available to you in electronic format. You are reminded that documents transmitted in an electronic format may be altered or changed during the process of transmission and consequently none of the Company, the Initial Purchaser and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Company, the Initial Purchaser or any of their respective affiliates accepts any liability or responsibility whatsoever with respect to any discrepancies between the document distributed to you in electronic format and the hard-copy version. Restrictions: The attached offering circular is being furnished in connection with an offering exempt from registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION. YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Initial Purchaser or the Company that would, or is intended to, permit a public offering of the securities, or possession or distribution of the offering circular (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchaser or any affiliate of the Initial Purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchaser or such affiliate on behalf of the Company in such jurisdiction.
Under no circumstances shall this offering circular constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offering circular has not been approved by an authorized person in the United Kingdom. The securities may not be offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the securities would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us. You are reminded that the attached offering circular has been delivered to you on the basis that you are a person into whose possession the attached offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
US$150,000,000
PT Japfa Comfeed Indonesia Tbk (incorporated in the Republic of Indonesia with limited liability)
5.5% Senior Notes due 2022 Issue Price: 99.462%
The US$150,000,000 5.5% Senior Notes due 2022 (the “Notes”) to be issued by PT Japfa Comfeed Indonesia Tbk (the “Company”) will bear interest from March 31, 2017 (the “Issue Date”) at the rate of 5.5% per annum payable semi-annually in arrears on March 31 and September 30 of each year (each, a “Notes Interest Payment Date”) commencing on September 30, 2017. The Notes mature on March 31, 2022 (the “Maturity Date”). At any time on or after March 31, 2020, the Company may redeem the Notes, in whole or in part, at the redemption prices specified under “Description of the Notes – Optional Redemption”. At any time prior to March 31, 2020, the Company, at its option, may redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined herein) as of, and accrued and unpaid interest, if any, to the redemption date. At any time prior to March 31, 2020, the Company may redeem up to 35% of the principal amount of the Notes with the proceeds from certain equity offerings at a redemption price of 105.5% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date. No later than 30 days following a Change of Control (as defined herein), the Company will make an offer to repurchase all Notes then outstanding at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase. The Notes are subject to redemption in whole, at 100% of their principal amount together with accrued interest, at the option of the Company at any time in the event of certain changes affecting taxes of the Republic of Indonesia (or certain other jurisdictions). See “Description of the Notes – Redemption for Taxation Reasons.” Payments on the Notes will be made in U.S. dollars without deduction for or on account of taxes imposed or levied by Indonesia (or certain other jurisdictions) to the extent described under “Description of the Notes – Additional Amounts”. Any Subsidiary Guarantors will unconditionally and irrevocably guarantee (the “Note Guarantees”) the due and punctual payment of all amounts at any time becoming due and payable in respect of the Notes. Investing in the Notes involves certain risks. See “Risk Factors” beginning on page 16. The Notes and the Note Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). For a description of certain restrictions on resale or transfer of the Notes, see “Transfer Restrictions”. The Company received approval in principle for the listing of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST takes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Circular. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. The Notes will be in the denomination of US$200,000 each or integral multiples of $1,000 in excess thereof. The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as any of the Notes are listed on the SGX-ST. It is expected that delivery of the Notes will be made through the facilities of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on or about March 31, 2017.
Sole Bookrunner & Lead Manager
The date of this Offering Circular is March 23, 2017.
TABLE OF CONTENTS Page Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Summary Consolidated Financial Information and Operating Data . . . . . . . . . . . . . . . . . . . . . . . . .
12
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Exchange Rates and Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Selected Consolidated Financial Information and Operating Data . . . . . . . . . . . . . . . . . . . . . . . . .
46
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . .
51
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
Description of Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
Global Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
Summary of Certain Significant Differences Between Indonesian FAS and IFRS . . . . . . . . . . . . .
180
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
182
Index to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
This Offering Circular is confidential and has been prepared by us solely for use in connection with the issue and offering of the Notes described herein. Each of us and Credit Suisse (Singapore) Limited (“Credit Suisse” or the “Initial Purchaser”), as sole bookrunner and lead manager of the issue and offering of the Notes, reserves the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Any disclosure of any of the contents of this Offering Circular, without our prior written consent, is prohibited. Each prospective purchaser, by accepting delivery of the Offering Circular, agrees to the foregoing and to make no photocopies of this Offering Circular or any documents attached hereto. The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by us and the Initial Purchaser to inform themselves about and to observe any restrictions. No action is being taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. No person has been authorized to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorized by us or the Initial Purchaser. Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in our financial position since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Credit Suisse, the Trustee, the Registrar, the Principal Paying Agent and the Transfer Agent (each as defined herein) do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Offering Circular. None of Credit Suisse, the Trustee, the Registrar, the Principal Paying Agent or the Transfer Agent has independently verified any of such information and assumes no responsibility for its accuracy or completeness. Each person receiving this Offering Circular acknowledges that such person has not relied on Credit Suisse, the Trustee, the Registrar, the Principal Paying Agent, the Transfer Agent or any person affiliated with any of them in connection with its investigation of the accuracy of such information or its investment decision. Each person contemplating making an investment in the Notes must make its own investigation and analysis of our creditworthiness and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. Each person should not construe the contents of this Offering Circular as legal, business or tax advice and should be aware that it may be required to bear the financial risks of any investment in the Notes for an indefinite period of time. Each person should consult its own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of us, or the Initial Purchaser or any affiliate or representative of any of us or it to subscribe for, or purchase, any Notes in any jurisdiction or in any circumstances in which such offer, invitation or solicitation is not authorized or to any person to whom it is unlawful to make such offer, invitation or solicitation. Neither we nor the Initial Purchaser nor any affiliate or representative of us or any of them are making any representation to any investor regarding the legality of an investment by such investor under applicable laws. The Notes have not been and will not be registered under the Securities Act. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the U.S. or to U.S. persons. This Offering Circular and the information contained therein are private and confidential and are for the use solely of the person to whom such materials are addressed. The offering of the Notes will not be i
conducted in a manner which constitutes a public offering of securities under applicable laws and regulations of the Republic of Indonesia. Each purchaser of the Notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells such Notes or possesses or distributes this Offering Circular and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of such Notes under the laws and regulations in force in any jurisdictions to which it is subject or in which it makes such purchases, offers or sales and neither we nor the Initial Purchaser shall have any responsibility therefor. IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE (SINGAPORE) LIMITED AS THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE ISSUE DATE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. THESE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SEE “TRANSFER RESTRICTIONS” AND “PLAN OF DISTRIBUTION” HEREIN. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. CONVENTIONS WHICH APPLY TO THIS OFFERING CIRCULAR In this Offering Circular, “Japfa”, “we”, “us”, “our” and “the Company” refer to PT Japfa Comfeed Indonesia Tbk on its own or, as context requires, with its subsidiaries taken as a whole. Unless otherwise indicated or otherwise required by the context, all references in this Offering Circular to “Rupiah” or “Rp” are to the lawful currency of Indonesia. References to “U.S. dollars” or “US$” are to United States dollars, the lawful currency of the United States. Rounding adjustments have been made in calculating some of the financial information included in this Offering Circular. As a result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them. For convenience, certain Rupiah amounts have been translated into U.S. dollar amounts, based on the prevailing exchange rate on December 31, 2016 of Rp13,436 = US$1.00 (being the middle exchange rate for Rupiah against U.S. dollars quoted by Bank Indonesia at period end 2016 as stated in “Exchange Rates and Exchange Controls”). Such translations should not be construed as representations that the Rupiah or U.S. dollar amounts referred to could have been, or could be, converted into Rupiah or U.S. dollars, as the case may be, at that or any other rate or at all. See “Exchange Rates and Exchange Controls” for further information regarding rates of exchange between the Rupiah and U.S. dollar. In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to “Indonesia” are references to the Republic of Indonesia. All references to the “Government” herein are references to the Government of the Republic of Indonesia. All references to “United States” or “U.S.” herein are to the United States of America. All references to “United Kingdom” herein are to the United Kingdom of Great Britain and Northern Ireland. PRESENTATION OF FINANCIAL INFORMATION Except for the table on page 15 showing information relating to our subsidiaries that are not providing Note Guarantees, which has been derived from the stand-alone financial statements for these nonguarantor subsidiaries, the financial information included in this Offering Circular has been derived ii
from our consolidated financial statements. Unless otherwise indicated, financial information in this Offering Circular has been prepared in accordance with Indonesian Financial Accounting Standards (“Indonesian FAS”), which differ in significant respects from International Financial Reporting Standards (“IFRS”). For a summary of the material differences between Indonesian FAS and IFRS, see “Summary of Certain Significant Differences Between Indonesian FAS and IFRS” included elsewhere in this Offering Circular. NON-IFRS FINANCIAL MEASURES Earnings before interest, tax, depreciation and amortization (“EBITDA”) and the related ratios presented in this Offering Circular are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, Indonesian FAS or IFRS. EBITDA is not a measurement of financial performance or liquidity under Indonesian FAS or IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with Indonesian FAS or IFRS or as an alternative to cash flow from operating activities as a measure of liquidity. In addition, EBITDA is not a standardized term, hence a direct comparison between companies using such a term may not be possible. We believe that EBITDA facilitates comparisons of operating performance from period to period and company to company by eliminating potential differences caused by variations in capital structures (affecting interest expense and finance charges), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), the age and booked depreciation and amortization of assets (affecting relative depreciation and amortization of expense). EBITDA has been presented because we believe that it is frequently used by securities analysts, investors and other interested parties in evaluating similar companies, many of whom present such non-GAAP financial measures when reporting their results. Finally, EBITDA is presented as a supplemental measure of our ability to service debt. Nevertheless, EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for analysis of, our financial condition or results of operations, as reported under Indonesian FAS. Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to invest in the growth of our business. The term “Consolidated EBITDA”, as used in the section titled “Description of the Notes” summarizing certain provisions of the Indenture, the Notes and the Note Guarantees, is calculated differently from EBITDA and is not a measurement of financial performance or liquidity under Indonesian FAS or IFRS. ENFORCEABILITY Enforceability of Foreign Judgments in Indonesia The Company is incorporated in Indonesia. Most of the Company’s commissioners, directors and executive officers reside in Indonesia. All or a substantial portion of the Company’s assets are located in Indonesia. As a result, it may be difficult for investors to effect service of process upon the Company or its directors, or to enforce judgments against the Company. The Company has been advised that judgments of non-Indonesian courts are not enforceable in Indonesian courts. A foreign court judgment could be offered and accepted as evidence in a proceeding of the underlying claim in an Indonesian court and may be given such evidentiary weight as the Indonesian court may deem appropriate in its sole discretion. A claimant may be required to pursue claims in Indonesian courts on the basis of Indonesian law. Re-examination of the underlying claim de novo would be required before the Indonesian court. There can be no assurance that the claims or remedies available under Indonesian law will be the same, or as extensive, as those available in other jurisdictions. Enforcement of the Notes and Note Guarantees in Indonesia Under the Indonesian Civil Code, a guarantor may waive its right to require the obligee to exhaust its legal remedies against the obligor’s assets on a guaranteed obligation prior to the obligee exercising its rights under the related guarantee. The Note Guarantees contain a waiver of this obligation. We have been advised by Indonesian counsel that the waiver of the right will be enforceable under Indonesian law; however, due to the uncertainty of the outcome of specific legal cases in Indonesia, there is no assurance that Indonesian courts will not in the future impose an obligation on the holders of the Notes (the “Noteholders”) to pursue all legal remedies against the Subsidiary Guarantors if it were to default on its obligations before exercising their rights under the Note Guarantees, even though we waived our iii
rights under the Note Guarantees. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees – Through the purchase of the Notes and Note Guarantees, Noteholders may be exposed to a legal system subject to considerable discretion and uncertainty; it may be difficult or impossible for Noteholders to pursue claims under the Notes or the Note Guarantees due to considerable discretion and uncertainty of the Indonesian legal system.” In addition, in several court cases in Indonesia, Indonesian companies that had defaulted on debt incurred through offshore financing entities (using structures involving a guarantee issued by an Indonesian company) have sued their creditors to, among other things, invalidate their debt obligations and have sought damages from creditors exceeding the original proceeds of the debt issued. In one such case, which was subsequently settled, an Indonesian court annulled the transaction documents in a structure involving a guarantee issued by an Indonesian company for debt of an offshore subsidiary. In another case, an Indonesian court (as affirmed by the Indonesian Supreme Court) declared null and void transaction documents in an offering structure involving a guarantee issued by an Indonesian company for debt of its offshore subsidiary and awarded damages to the defaulting borrower. The courts’ reports of the decisions do not provide a clear factual basis or legal rationale for the judgments. In a June 2006 decision that was released in November 2006, the Indonesian Supreme Court affirmed a lower court judgment that invalidated US$500 million of notes issued through an offshore offering structure (the “June 2006 Decision”). The decision involved an Indonesian listed company, PT Indah Kiat Pulp & Paper Tbk. (“Indah Kiat”), as plaintiff and various parties as defendants using a structure involving a guarantee issued by an Indonesian company, whereby notes were issued through a Dutch subsidiary of Indah Kiat and guaranteed by Indah Kiat. The Indonesian Supreme Court upheld the decisions of a District Court and High Court in Indonesia in favor of Indah Kiat. The Indonesian courts ruled that the defendants (including the trustee, underwriter and security agent for the issuance of the Indah Kiat notes) committed a tort (perbuatan melawan hukum), and therefore the issuance of the notes was declared null and void. The courts nullified the notes by reasoning that the contracts made in relation to the notes were signed without any legal cause, and so did not meet the provision of Article 1320 of the Indonesian Civil Code that requires a legal cause as one of the elements for a valid agreement. The Indonesian courts accepted the plaintiff’s argument that Indah Kiat acted both as a debtor and as a guarantor of the same debt even though in the facts of the case Indah Kiat International Finance Company B.V. (“Indah Kiat BV”), lndah Kiat’s Dutch subsidiary established for the purpose of the issuance of the notes, was the issuer of the notes and Indah Kiat was the guarantor of such notes. The Indonesian courts also ruled that the establishment of Indah Kiat BV was unlawful as it was intended to avoid Indonesian withholding tax payments. On August 19, 2008, the Indonesian Supreme Court granted a civil review (peninjauan kembali) and annulled the June 2006 Decision (“August 2008 Decision”). The Indonesian Supreme Court in its civil review decision stated that Indah Kiat had failed to prove that the transaction was an act of legal manipulation that caused damages to Indah Kiat. Therefore, the Indonesian Supreme Court concluded that the defendants did not commit any unlawful act. Further, the Indonesian Supreme Court maintained that it was clear that the money borrowed by Indah Kiat from Indah Kiat BV was in fact originated from the issuance of notes, as evidenced in the recital of the relevant loan agreement, and thus the claim that the whole transaction was a manipulation of law had no merit. Moreover, with regard to the validity and enforceability of the security documents, the civil review stated that the security agreements would prevail as long as the underlying agreements were still valid and binding. On the tax issues, the civil review considered that the Indonesian Supreme Court has misapplied the tax law as it did not prohibit tax saving, and thus the claim relating to tax was annulled. The civil review also stated that for certain New York law governed agreements in the transaction (such as the indenture, the loan agreement, the amended and restated loan agreement and the underwriting agreement), the claim should be brought to the appropriate court in the state of New York. Despite the decision described above, the Indonesian Supreme Court has taken a contrary view with respect to PT Lontar Papyrus Pulp & Paper Industry (“Lontar Papyrus”), a sister corporation of Indah Kiat. According to an Indonesian Supreme Court decision at civil review level (which was subsequently upheld by the Indonesian Supreme Court at the appellate level), in March 2009, the Indonesian Supreme Court refused a civil review (the “March 2009 Decision”) of a judgment by the District Court of Kuala Tungkal, in South Sumatra, which invalidated US$550 million of notes issued by APP International Finance Company B.V. (“APPC”) and guaranteed by Lontar Papyrus. Lontar Papyrus’s legal arguments in its lower court case were fundamentally the same as those in the earlier cases by iv
Indah Kiat–namely, that, under the notes structure, the plaintiff was acting as both the debtor and guarantor for the same debt and, therefore, the structure was invalid. The Indonesian Supreme Court’s refusal to grant a civil review effectively affirmed the lower court’s decision to invalidate all of the transaction documents, including Lontar Papyrus’s obligations as the guarantor under the notes, meaning the verdict is now final. The Indonesian Supreme Court’s refusal to grant the civil review was based on reasons that the loan agreement between APPC and Lontar Papyrus and the indenture with regard to the issuance of notes required adjustment to observe the prevailing laws and regulations in Indonesia. In addition, the fact that the loan has been paid in full by Lontar Papyrus to APPC under the relevant loan agreement resulted in Lontar Papyrus having no continuing outstanding legal obligation, either as debtor under the relevant loan agreement or as guarantor under the indenture. Lontar Papyrus and Indah Kiat are subsidiaries of Asia Pulp & Paper Company Ltd., and their original court cases against their creditors were filed at approximately the same time. While the lower court decisions in certain of these cases have been ultimately annulled by the Indonesian Supreme Court, as was the case in August 2008 in the Indah Kiat matter, it appears that the Indonesian Supreme Court took a contradictory view on the Lontar Papyrus case. Moreover, regarding the Indah Kiat case, in September 2011, the Indonesian Supreme Court (the “September 2011 Decision”) refused a civil review of a decision by the District Court of Bengkalis (whose judgment was the subject of the Indonesian Supreme Court’s June 2006 Decision and August 2008 Decision), which invalidated the notes issued by Indah Kiat BV. The facts and legal claims presented by Indah Kiat BV were substantially the same as those made by Indah Kiat in the lower court cases that were the subject of the June 2006 Decision. The September 2011 Decision specifically noted that the Indonesian Supreme Court chose to not consider its August 2008 Decision despite such substantially similar facts and legal claims. The Indonesian Supreme Court’s refusal to grant civil reviews of the lower court decisions in the September 2011 Decision effectively affirmed the decision of the District Court of Bengkalis, and this decision is now final and not subject to further review. There is also an instance where the Indonesian court, through a suspension of payment proceedings, failed to acknowledge noteholders as creditors of the parent guarantor. On December 8, 2014, the Supervisory Judge in proceedings before the Commercial Court of the Central Jakarta District Court determined that noteholders were not creditors of PT Bakrie Telecom Tbk (“Bakrie Tel”) for purposes of its court-supervised debt restructuring, known as a suspension of payment obligation or a PKPU (the “Bakrie Tel PKPU”). Bakrie Tel, an Indonesian telecommunications company, was the guarantor of US$380 million of senior notes issued in 2010 and 2011 by a Singapore-incorporated special purpose vehicle that is a subsidiary of Bakrie Tel. The proceeds from the offering of the notes were on-lent to Bakrie Tel pursuant to an intercompany loan agreement, which was guaranteed by Bakrie Tel and assigned to the noteholders as collateral. In its decision affirming the composition plan, the Commercial Court accepted the Supervisory Judge’s determination that the relevant creditor of Bakrie Tel in respect of the US$380 million notes was the issuer subsidiary, rather than the noteholders or the trustee, and gave no effect to the guarantee. As such, only the intercompany loan was recognized by the Commercial Court as indebtedness on which Bakrie Tel was liable for purposes of the Bakrie Tel PKPU. As a result, only the issuer subsidiary had standing as a Bakrie Tel creditor to vote in the Bakrie Tel PKPU proceedings, which substantially altered the terms of the U.S. dollar bonds and the guarantee. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees – Indonesian companies have filed suits in Indonesian courts to invalidate transactions with structures that included guarantees by Indonesian companies and have brought legal action against lenders and other transaction participants; moreover, such legal action has resulted in judgments against such defendants invalidating all obligations under the applicable debt instruments and allowing affirmative recoveries from the lenders in excess of the amounts borrowed.” Similar with the Bakrie Tel PKPU case, an Indonesian company, PT Trikomsel Oke Tbk (“Trikomsel”), in early 2016, entered into a PKPU under the Law No. 37 of 2004 regarding Bankruptcy and Suspension of Obligation for Payment of Debts (the “Indonesian Bankruptcy Law”) regime. The PKPU administrators were reported to reject claims that arose from their two Singaporean Dollar bonds and have taken the stance that the trustees do not have any standing to make claims on behalf of the bondholders. Further, they asserted that only individual noteholders that had filed claims on their own would be able to participate in the PKPU proceedings and to vote on the restructuring plan. On September 28, 2016, the PKPU process was settled between Trikomsel and its creditors through the establishment of a composition plan (rencana perdamaian) which was approved by certain v
bondholders, and then ratified by the Jakarta Commercial Court. Based on an announcement from Trikomsel, under the composition plan, the bondholders of the two of Singaporean dollar bonds may be required to convert their notes into new shares to be issued by Trikomsel, thereby extinguishing the bonds. The Indonesian court decisions are not binding precedents and do not constitute a source of law at any level of the judicial hierarchy as would be the case in common law jurisdictions such as the United States and the United Kingdom. This means that while lower courts are not bound by the Indonesian Supreme Court decisions, such decisions have persuasive force. Therefore, there can be no assurance that in the future a court will not issue a similar decision to the June 2006 Decision or the March 2009 Decision in relation to the validity and enforceability of the Notes and the Note Guarantees or grant additional relief to the detriment of the holders of the Notes, if we were to contest the enforcement by the holders of the Notes of our obligations. Indonesian Regulation of Offshore Borrowings Pursuant to Presidential Decree No. 59/1972 dated October 12, 1972, as amended, each guarantor is required to report details regarding its offshore borrowings to the Minister of Finance of Indonesia and Bank Indonesia, on the acceptance, implementation, and repayment of principal and interest. Ministry of Finance Decree No. KEP-261/MK/IV/5/1973 dated May 3, 1973, as amended by Ministry of Finance Decree No. 417/KMK.013/1989 dated May 1, 1989 and Ministry of Finance Decree No. 279/KMK.01/1991 dated March 18, 1991, as the implementing regulation of Presidential Decree No. 59/1972, further sets forth the requirements to submit periodic reports regarding offshore borrowings to the Ministry of Finance of Indonesia and Bank Indonesia on the effective date of the contract and each subsequent three-month period. Further, pursuant to Presidential Decree No. 39/1991 dated September 4, 1991, all offshore commercial borrowers must submit periodic reports to the Team of Offshore Commercial Borrowing (the “PKLN Team”) on the implementation of their offshore commercial borrowing. Presidential Decree No. 39/1991 does not stipulate the time or the format and the content of the periodic reports that must be submitted. On December 29, 2014, Bank Indonesia issued Bank Indonesia Regulation No. 16/21/PBI/2014 on Application of Prudential Principles in Management of Offshore Loan of Non-Bank Corporations, as last amended by Bank Indonesia Regulation No. 18/4/PBI/2016 (“PBI 16/21/2014”), which applies to nonbank corporations that obtain offshore loans in foreign currencies. Further to PBI 16/21/2014, Bank Indonesia also issued Circular Letter No. 16/24/DKEM dated December 30, 2014 as amended by Circular Letter No. 17/18/DKEM dated June 30, 2015 and Circular Letter No. 18/6/DKEM dated April 22, 2016 (“CL 16/24/2014”). PBI 16/21/2014 requires non-bank corporations that have offshore loans in foreign currencies to fulfill three prudential principles: (i) hedging ratios, (ii) liquidity ratios and (iii) credit ratings. The minimum hedging ratio for non-bank corporations that have offshore loans in foreign currency is set at 25% of (i) the “negative difference” between the foreign exchange assets and the foreign exchange liabilities that will become due within three months from the end of the relevant quarter, and (ii) the “negative difference” between the foreign exchange assets and the foreign exchange liabilities that will become due in the period of more than three months up to six months after the end of the relevant quarter. CL 16/24/2014 determines that only corporations that have “negative difference” of more than US$100,000 are obliged to fulfill the minimum hedging ratio. In addition, PBI 16/21/2014 also requires that such hedging transactions shall be conducted only with banks in Indonesia with effect from 2017. On the liquidity ratio requirement, non-bank corporations that have offshore loans in foreign currency are also required to comply with the minimum liquidity ratio of at least 70% liquidity by providing sufficient foreign exchange assets against foreign exchange liabilities that will become due within three months from the end of the relevant quarter. In addition, on the credit rating requirement, non-bank corporations that obtain offshore loans signed or issued after January 1, 2016 in a foreign currency must have a minimum credit rating of “BB–” for offshore borrowings issued by a rating agency recognized by Bank Indonesia. Such credit rating will be in the form of a rating over the relevant corporation or bonds. The obligation to have a minimum credit vi
rating does not apply to offshore loans in a foreign currency that are in the form of trade credit, which refers to debt arising from credit that is granted by offshore suppliers over transactions relating to goods or services. Exemptions from the requirement to satisfy the minimum credit rating are available for (i) the refinancing of offshore loans in foreign currency, (ii) offshore loans in foreign currency that finance infrastructure projects from (a) international bilateral or multilateral institutions and (b) syndicated loans with the contribution of international bilateral or multilateral institutions exceeding 50%, (iii) offshore loans in foreign currency in relation to government (central and regional) infrastructure projects, (iv) offshore loans in foreign currency that are guaranteed by international bilateral or multilateral institutions, (v) offshore loans in foreign currency in the form of trade credit, (vi) offshore loans in foreign currency in the form of other loans (i.e., any other loan than loan agreements, debt securities and trade credit that are, among others, payments of insurance claims and unpaid), (vii) offshore loans in foreign currency of finance companies, provided that, when the Indonesian Financial Services Authority last determined the “soundness” level of the relevant finance company, the finance company had a minimum “soundness” level (tingkat kesehatan) and fulfilled the maximum gearing ratio as regulated by OJK, and (viii) offshore loans in foreign currency of the Indonesian Export Financing Institution. Bank Indonesia issued Bank Indonesia Regulation No. 16/22/PBI/2014 dated December 31, 2014 on Reporting of Foreign Exchange Activity and Reporting of Application of Prudential Principles in relation to an Offshore Loan Management for Non-Bank Corporation (“PBI 16/22/2014”). PBI 16/22/2014 stipulates that banking institutions, non-bank financial institutions, non-financial institutions state/ regional-owned companies, private companies, business entities and individuals performing activities that cause a movement in financial assets and liabilities between an Indonesian citizen and nonIndonesian citizen, including the movement of offshore financial assets and liabilities between Indonesian citizens, must submit a foreign exchange activities report with respect to any foreign exchange activities to Bank Indonesia. The foreign exchange activities report is required to cover: (i) trade activities in goods, services and other transactions between residents and non-residents of Indonesia, (ii) the position and changes in the balance of foreign financial assets and/or foreign financial liabilities, and/or (iii) any plan to incur foreign debt or the implementation of such plan. In addition, PBI 16/22/2014 requires any non-bank entity which applies prudential principles to submit reports which cover (i) the implementation of prudential principles, which have complied with an attestation procedure; (ii) notification of compliance of credit ratings; (iii) financial statements; and (iv) an initial report on the implementation of prudential principles (“Implementation of Prudential Principles Report”). Bank Indonesia requires foreign exchange activities reports to be submitted monthly. The Implementation of Prudential Principles Report must be submitted quarterly, unless another submission deadline is required under PBI 16/22/2014. The reporting obligations under PBI 16/22/2014 are implemented under the following Circular Letter of Bank Indonesia as follows: i.
According to Bank Indonesia Circular No. 15/16/DInt dated April 29, 2013 on Reporting of Foreign Exchange Activities in the form of Offshore Loan Realization and Position, any person, legal entity or other entity domiciled in Indonesia or planning to be domiciled in Indonesia for at least one year, that obtains offshore commercial borrowings in foreign currency or Rupiah (of any amount) pursuant to loan agreements or debt securities, must submit reports to Bank Indonesia. The reports must consist of the main data report and the monthly recapitulation data report. The main data report must be submitted to Bank Indonesia no later than the 15th day of the following month after the signing of the loan agreement or the issuance of the debt securities and a monthly recapitulation data report must be submitted to Bank Indonesia no later than the 15th day of the following month. The monthly report must be filed until the offshore commercial borrowing has been repaid in full.
ii.
According to Bank Indonesia Circular No. 17/4/DSta dated March 6, 2015 on the Reporting of Foreign Exchange Activities on the form of Offshore Loan Plan and Amendment of Offshore Loan, an Indonesian company that intends to obtain a long-term offshore loan in a foreign currency or Rupiah is also required to submit a report to Bank Indonesia by no later than March 15 of each year in relation to such loan including its annual offshore borrowing plans. In the event there is a change to the company’s plan to obtain an offshore loan, an amendment to such report must be submitted to Bank Indonesia by no later than July 1 of the year of such change.
iii.
According to Bank Indonesia Circular No. 17/26/DSta dated October 15, 2015 on the Reporting of Foreign Exchange Activities Other than Offshore Loan, an Indonesian company engaged in vii
foreign exchange activities other than offshore loan which includes guarantees made by an Indonesian party in favor of an offshore party is required to submit monthly reports with respect to such foreign exchange activities to Bank Indonesia no later than the 15th day each month after the maturity date of the report period. iv.
According to Bank Indonesia Circular No. 17/3/DSta dated March 6, 2015 as amended by Bank Indonesia Circular No. 17/24/Dsta dated October 12, 2015 on the Reporting Application of Prudential Principles in relation to an Offshore Loan Management for Non-Bank Corporation, a non-bank corporation must submit the following reports: (i) the implementation of the prudential principles on a quarterly basis; (ii) a report regarding the implementation of the prudential principles report that have undergone an attestation procedure no later than the end of June of each year; (iii) a report with respect to credit ratings no later than the end of the following relevant month; and (iv) financial statements, consisting of quarterly financial statements (unaudited) to be submitted on a quarterly basis and annual financial statements (audited) to be submitted no later than the end of June of each year.
Any delay in submitting foreign exchange reports as mentioned above (other than the offshore loan plan report) is punishable by a fine of Rp500,000 for each day of delay, subject to a maximum fine of Rp5,000,000. Furthermore, any failure to submit such foreign exchange report (other than the offshore loan plan report) is punishable by a fine of Rp10,000,000 per reporting period. Failure to submit the offshore loan plan report and the financial information report will be subject to administrative sanctions in the form of warning letters and/or notices to the relevant authorities. Furthermore, Bank Indonesia issued Bank Indonesia Regulation No. 16/10/PBI/2014 on The Receipt of Foreign Exchange Proceeds from Export and Withdrawal of Foreign Exchange Offshore Loan (“PBI 16/10/2014”) on May 14, 2014, as amended by Bank Indonesia Regulation No. 17/23/PBI/2015 dated December 28, 2015, as implemented by Bank Indonesia Circular No. 18/5/DSta dated April 6, 2016 on Withdrawal of Foreign Exchange Offshore Loan. Based on PBI 16/10/2014, every Indonesian debtor of an offshore loan must withdraw the proceeds of the loan through an Indonesian foreign exchange bank. Any Indonesian debtor failing to comply with the obligation may incur an administrative sanction in the form of fine of 0.25% of the amount of every withdrawal that is not withdrawn through an Indonesian foreign exchange bank, with maximum sanction of Rp50,000,000. PBI 16/10/2014 does not specifically require the foreign currency brought into Indonesia to be converted into Rupiah and kept in Indonesia for a specified period of time. Language of the Transaction Documents Pursuant to Law No. 24 of 2009 on Flag, Language, Coat of Arms, and National Anthem that was enacted on July 9, 2009 (“Law No. 24/2009”), agreements to which Indonesian parties are a party are required to be executed in Bahasa Indonesia, although, when a foreign entity is a party, a duallanguage document in English or the national language of the relevant party is permitted. There exists substantial uncertainty on how Law No. 24/2009 will be interpreted and applied, and it is not certain that an Indonesian court would permit the English version of an agreement to prevail or even consider the English version. See “Risk Factors – Risks Relating to Indonesia.” The Indenture and other documents entered into in connection with the issuance of the Notes will also be prepared in Bahasa Indonesia. However, a translation from English to Bahasa Indonesia may not accurately reflect the original intent of the parties thereto. Further, there can be no assurance, in the event of inconsistencies between the Bahasa Indonesia and English Language version of those documents, that an Indonesian court would hold that the English versions of such documents prevail. On December 28, 2009, the Ministry of Law and Human Rights of the Republic of Indonesia issued Letter No. M.HH.UM.01.01-35 regarding the Clarification for Implication and Implementation of Law No. 24/2009 (the “MOLHR Clarification Letter”) in connection with Article 31 of Law No. 24/2009, which clarified the use of Bahasa Indonesia pursuant to Law No. 24/2009. The MOLHR Clarification Letter stipulates that, even if an agreement between Indonesian private entities (lembaga swasta Indonesia) is executed in English, such agreement should not violate the provisions of Article 31 of Law No. 24/2009. As the basis for this analysis, the MOLHR Clarification Letter references to Article 40 of Law No. 24/2009, which states that the use of Bahasa Indonesia, including for the purpose of Article 31 of Law No. 24/2009, shall be further regulated by viii
Presidential Regulations. Pursuant to the MOLHR Clarification Letter, until further implementing regulations of Article 31 of Law No. 24/2009 have been issued, an agreement between Indonesian private entities that is executed in English should not be deemed to have violated the provisions of Article 31 of Law No. 24/2009. On July 7, 2014, the Government issued an implementing regulation (“Government Regulation 57/2014”) to give effect to certain provisions of Law No. 24/2009. Government Regulation 57/2014 focuses on the promotion and protection of the Indonesian language and literature and, while it is silent on the question of contractual language, it does serve as a timely reminder that contracts involving Indonesian parties must be executed in Bahasa Indonesia (although versions in other languages are also permitted). Hence, pursuant to the MOLHR Clarification Letter, any agreement that is executed in English without a Bahasa version is still legal and valid, and does not violate Article 31 of Law No. 24/2009. However, the MOLHR Clarification Letter was issued only as an opinion and does not fall within the types and hierarchy as stipulated in Article 7 of Law No. 12 of 2014 regarding the Formation of Laws and Regulations to be considered as a law or regulation and therefore has no legal force. On June 20, 2013, the District Court of West Jakarta released Decision No. 451/Pdt.G/2012/PN.Jkt.Bar (the “June 2013 Decision”) which annulled a loan agreement between an Indonesian borrower, namely PT Bangun Karya Pratama Lestari as plaintiff, and a non-Indonesian lender, Nine AM Ltd. as defendant. The loan agreement was governed by Indonesian law and was drafted only in the English language. The court ruled that the agreement had contravened Article 31(1) of Law No. 24/2009 and declared it to be invalid. In arriving at this conclusion, the court relied on Articles 1320, 1335 and 1337 of the Indonesian Civil Code, which taken together render an agreement void if, inter alia, it is tainted by illegality. The court held that as the agreement had not been drafted in the Indonesian language, as required by Article 31(1), it therefore failed to satisfy the “lawful cause” requirement and was void from the outset, meaning that a valid and binding agreement had never existed. On December 4, 2014, the Jakarta High Court released Decision No. 662/Pdt/2014/PT.DKI which rejected the appeal submitted by Nine AM Ltd. and affirmed the June 2013 Decision in its entirety. In its judgment, the Jakarta High Court was of the opinion that the District Court of West Jakarta’s judgment was correct and accurate. Further, in October 23, 2015, the Supreme Court through the Decision No. 1572 K/Pdt/2015 again affirmed the District and High Court’s (judex facti) decision. We will execute dual English and Bahasa Indonesia versions of all transaction agreements, to which any of the Company or the Indonesian Guarantors is a party. All of these documents will provide that in the event of a discrepancy or inconsistency, the parties intend the English version to prevail. Some concepts in the English language may not have a corresponding term in the Indonesian language, and the exact meaning of the English text may not be fully captured by the Indonesian language version. If this occurs, there can be no assurance that the terms of the Notes, including the Indenture, will be as described in the Offering Memorandum, or will be interpreted and enforced by the Indonesian courts as intended. FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS This Offering Circular contains words such as “believe”, “plan”, “expect”, “intend” and “anticipate” and similar expressions that constitute “forward-looking statements”. Specifically, statements under the captions “Summary – Overview”, “Risk Factors” and “Business” relating to the following matters may include forward-looking statements: •
the anticipated demand and selling prices for our products;
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our ability to be and remain competitive;
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our financial condition, business strategy, budgets and projected financial and operating data as well as the plans and objectives of management for future operations;
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generation of future receivables;
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environmental compliance and remediation; and
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changes in import or export controls, duties, levies or taxes, either in Indonesia or in international markets.
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Such statements are subject to certain risks and uncertainties including: •
economic, social and political conditions in Indonesia;
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increases in regulatory burdens in Indonesia and other countries, including environmental regulations and compliance costs; and
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fluctuations in foreign currency exchange rates.
Should one or more of these uncertainties or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected. Specifically, but without limitation, capital costs could increase, projects could be delayed and anticipated improvements in production, capacity or performance might not be fully realized. Although we believe that the expectations of our management as reflected by such forward-looking statements are reasonable based on information currently available to us, no assurances can be given that such expectations will prove to have been correct. Accordingly, prospective purchasers are cautioned not to place undue reliance on forwardlooking statements. In any event, these statements speak only as at their dates, and we undertake no obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
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SUMMARY This summary highlights information contained elsewhere in this Offering Circular. This summary is qualified by, and must be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this Offering Circular. We urge you to read this entire Offering Circular carefully, including our consolidated financial statements and related notes and “Risk Factors”. OVERVIEW We are one of Indonesia’s leading agri-livestock companies specializing in the manufacturing and distribution of animal feed and the production of animal protein. Our poultry operations consisting of our poultry feed, day-old chick breeding and commercial farms businesses, which generated approximately 82.8% and 83.6% of our net sales for the years ended December 31, 2015 and 2016, respectively, are our core business activities. Our operations are organized according to the following three key business segments: (i) poultry; (ii) aquaculture; and (iii) beef cattle. Our poultry business segment includes (i) animal feed production and distribution; (ii) day-old chick (“DOC”) breeding and (iii) commercial broiler farming. We are one of Indonesia’s largest poultry feed manufacturers, with an approximately 24% market share based on production capacity in 2015, according to Frost & Sullivan. We have a network of poultry feed production facilities located across Indonesia, which allows us to take advantage of raw material procurement opportunities in Indonesia and to better serve our customers whose operations are located throughout Indonesia. For the years ended December 31, 2015 and 2016, we had a total production capacity of approximately 4.4 million tons and 4.6 million tons, respectively, of poultry feed. We market our poultry feed under the brands of “Comfeed” and “Benefeed” which are recognized in Indonesia for their premium product quality and customer service. Our DOC breeding operations involve producing high quality commercial DOCs which we distribute to our own commercial and contract farms and to third party poultry farmers in Indonesia. We are one of Indonesia’s largest DOC breeding operations with an approximate market share of 29% based on production capacity in 2015, according to Frost & Sullivan. We have rights to sell and distribute Aviagen’s Indian River breed of commercial broiler and layer DOCs in Indonesia. Aviagen is a global supplier in the poultry genetics market and the Indian River breed has been specially bred for tropical climate conditions in respect of humidity, heat and disease resistance. All DOC grandparent broiler stock for our DOC breeding and distribution operations are imported from Aviagen’s international operations. For each of the years ended December 31, 2015 and 2016, we had total production capacity of approximately 800 million DOCs. The major proportion of the broilers from our commercial farms are sold as “live birds” to third party poultry traders for on sale to end consumers, with the remainder being processed by our processing facilities for direct sale to end consumers. In connection with our diversification into downstream poultry operations, we had developed nine slaughtering and cold storage facilities as of December 31, 2016 to process broilers from our commercial farms. Our aquaculture business primarily focuses on producing feed for commercially farmed fish and shrimp in Indonesia. For the years ended December 31, 2015 and 2016, we had a total production capacity of approximately 318,000 tons and 372,000 tons. For the years ended December 31, 2015 and 2016, revenue from our aquaculture business represented approximately 8.7% and 8.3%, respectively, of our net sales for the same periods. In our beef cattle business, we import cattle from Australia which we fatten to maturity at 90 days before selling them to third parties. We are one of the largest feedlot players in Indonesia, according to Frost & Sullivan. In 2016, we processed approximately 55,000 head of cattle per cycle at our four integrated feedlots. Our beef cattle operations contributed approximately 5.6% and 5.2% to our net sales for the years ended December 31, 2015 and 2016, respectively. In addition to wholesale distribution of beef cattle, we also produce a small amount of processed fresh beef and wagyu beef for domestic consumption.
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Our net sales for the years ended December 31, 2015 and 2016 were Rp25,022.9 billion and Rp27,063.3 billion (US$2,014.2 million), respectively. COMPETITIVE STRENGTHS We are positioned as a well-established market leader in Indonesian agri-livestock We are one of the largest companies in the Indonesian poultry feed and breeding industries, with market share of approximately 24% and 29%, respectively, in 2015, according to Frost & Sullivan. Competition in the Indonesian poultry feed and breeding business is predominantly domestic, due to strict halal considerations in Indonesia and consumer preference for purchasing fresh chickens in wet markets. We believe that our industrialized and vertically integrated business model, large scale operations, geographic diversification within Indonesia, and strong brand reputation enable us to achieve economies of scale in sourcing, production and distribution. In addition to our strong market position in the poultry industry, we are also one of the leading aqua-feed and beef cattle businesses in Indonesia. We believe that our national coverage and more than 40 years of cumulative poultry production experience put us in position to maintain our market position and grow with the industry, given the rising consumption of animal protein in Indonesia. We have a large-scale industrialized, vertically integrated operational platform with diverse geographical reach We are the leading integrated poultry national champion with a nationwide footprint. Our operations cover the entire poultry process, including poultry feed production, DOC breeding, commercial broiler farming and primary processing. The level of our integration also includes supporting infrastructure of after-sales services and laboratories for testing feed ingredients, changes in farming environment, vaccine research and other distribution-related facilities such as feed packaging material production and a transport operation for DOC delivery. •
Our industrialized, vertically integrated business model creates efficiencies and facilitates replication, use of superior breeds, and a sophisticated approach to animal husbandry, animal health and nutrition. Our large scale standardized approach results in premium quality DOCs and feed conversion ratios that are among the lowest in the industry in Indonesia. The vertical integration of our operations enables us to optimize our operations at every stage of the production process. For instance, we have the ability to customize our feed formulation to suit the age and type of poultry, together with the right to purchase a superior strain of DOC suited for tropical climate conditions in respect of humidity, heat and disease resistance.
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Our size and vertically integrated position allows us to achieve a high profit margin. As the 2nd largest Indonesian poultry feed and DOC producer, we achieve significant economies of scale, especially in conjunction with the broader Japfa Group, that allows us to produce quality products at lower costs thereby driving our competitiveness and profitability. Being a vertically-integrated producer, we are also able to capture value at different points in the value chain. Controlling the entire protein food value chain provides us with greater food security and traceability. This is becoming increasingly important in Asia and is a key driver for premium pricing as consumers become more aware of health and safety concerns involving food.
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Our integrated feed business has been able to deliver resilient performance across cycles. Underpinned by the ability to effectively pass on adverse currency and commodity price movements, the group core business consistently offered stable profitability.
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Our extensive geographic reach makes us less susceptible to regional risks and allows us to maintain product quality. Our nationwide footprint with operations in 66 breeding farms and 24 central hatcheries throughout the Indonesian archipelago makes us less susceptible to risks associated with market shocks or disease outbreaks in one particular region. In addition, because our feedmills and processing facilities are located near our customers, we are able to ensure product freshness and maintain consistent product quality. This wide geographical reach also offers access to both poultry farmers and domestic corn producers.
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We maintain a high standard of biosecurity and animal health We believe that we have one of the most stringent bio-security systems in the animal protein industry. Our bio-security procedures are implemented with the objective of disease prevention and reducing the number and spread of infectious disease agents in the animal protein production chain. Such measures include isolation (the process of keeping our livestock confined and protected in specialized areas), sanitation and disinfection, and traffic control. In addition, we undertake modern farming practices, vaccination and medication, ongoing monitoring, auditing and education of our staff, suppliers and customers. Our biosecurity system also covers our distribution of approximately 1.6 million DOCs daily to poultry farms within Indonesia. In addition, we also monitor the health of our poultry at our own laboratories, which serves as an early disease detection system. Our in-house vaccine R&D and production unit, PT Vaksindo Satwa Nusantara (“Vaksindo”), improves efficacy and shortens response time to disease outbreaks. Our industry has significant barriers to entry reinforcing our market leadership position We commenced our poultry operations in 1975 and since then we have invested in significant amounts of capital expenditure to build our poultry feed operations, processing facilities and supporting infrastructure as well as technology to develop a modern industrialized, vertically-integrated operating platform. Our nationwide footprint across all of the major islands is a logistical feat given that Indonesia is an archipelago which is a key barrier to entry to defend our current leading market position. In addition, we have an exclusive rights to sell and distribute grandparent stock of high grade Indian River from Aviagen (USA), one of the world’s leading poultry genetics companies, and Lohmann Brown from Lohmann Tierzucht (Germany) in Indonesia. We believe that our exclusive contract with Aviagen for the sourcing of grandparent broiler stock with superior genetics tailored for the Indonesian climate provides us with a key advantage over our competitors. Our investment in advanced feed technology further ensures quality control and optimal feed conversion ratios. We believe that implementing such modern farming techniques with superior breeding and genetics allows us to have the best in-class farm management practices and cost-effective model. Furthermore, we are able to standardize our operations via mechanized production processes and established standard operating procedures which allow for consistency and high quality end product. On the aquaculture front, we entered into a partnership with Spring Genetics in November 2016, leading company dedicated to the genetic improvement of tilapia, to further improve breeding and aquafarming operations as well as quality of our products and animal health. Our long track record, strong customer relationships, national distribution network and technological and technical expertise provide us with significant competitive advantages and serve as barriers to entry for companies seeking to enter the Indonesian poultry business. We believe we will be able to maintain our market leadership position in the Indonesian animal protein industry with our extensive investment in breeding, hatchery and logistical infrastructure. We have a strong brand reputation and customer relationships We distribute our poultry and aquaculture feed under the brand names “Comfeed” and “Benefeed.” Given our long and successful track record of offering quality products and comprehensive customer support services, both “Comfeed” and “Benefeed” are widely recognized as trusted premium brands with strong value-added attributes. Our commitment to quality extends to all of our other key operations. In poultry breeding, we have the right to distribute a superior strain of broiler DOC wellsuited to the Indonesian climate and consumer taste. In the beef division, we market our beef under Tokusen Wagyu Beef and Santori Beef (non-wagyu). We believe that both our beef brands are known within the trade for their superior quality among modern retailers such as supermarkets and restaurants. In aquaculture, we operate our own eel farm, breeding eels to maturity in accordance with typical Japanese methods in order to produce a Kabayaki style finished product. To support our customer base, we have established an extensive customer service network throughout Indonesia manned by qualified technical and marketing staff who offer a range of support services to
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help farmers optimize livestock performance. We believe that our leadership position is the result of more than 40 years of relationship and brand building with Indonesian farmers. Our brands are well known throughout the industry and to our customers and offer an excellent value proposition to customers who are looking for quality, consistency and reliability Our management team is committed and experienced and has a strong track record Our management team has extensive experience in the animal protein industry, and has a proven track record of guiding the company through various cycles. Members of our core management team led us through the 1997-98 Asian economic crisis, the 2004-2005 Avian influenza epidemic and the 2008 global financial crisis. Our board of commissioners has over 60 years of combined experience in the agricultural industry and 14 years of finance experience. Our management team has shown a strong track record of growth, both organically and through acquisitions and, we believe, is well-positioned to position the company for long-term growth in line with the industry. We also have an experienced workforce and believe we are an employer of choice, which is reflected by our low attrition rate. We benefit from the strong support from the broader Japfa Group and KKR’s expertise Our parent company is Japfa Ltd, a leading pan-Asian, industrialized agri-food company listed on the mainboard of the Singapore Exchange Securities Trading Limited. Japfa Ltd has achieved top market positions across multiple protein segments in Indonesia, Vietnam and China. We enjoy significant economies of scale from the procurement volume of raw materials by our parent company as well as its wide geographic reach providing us with access to various suppliers and customers. We believe that there are positive synergies through our new strategic partnership with Kohlberg Kravis Roberts (“KKR”) which acquired an 11.98% stake in the Company through a combination of primary and secondary share purchase in June 2016. KKR is a leading global investment firm with approximately US$130 billion of assets under management as of December 31, 2016, and has a global presence with offices in 20 cities across 16 countries. We believe that we can leverage KKR’s global experience in the sector to drive improvements. The appointment of Jaka Prasetya, a Managing Director at KKR, to the board of commissioners in July 2016 brings additional capital markets and finance expertise to the Company. STRATEGY Continue to grow in line with the poultry industry and enhance the profitability of our core poultry business in Indonesia Our poultry feed and breeding operations have been the core of our business since 1982. Our core feed business offers stable profitability, constituting more than 70% of the Group’s operating profit in FY2016. Despite volatile commodity prices and weakening Rupiah, the Group’s feed business has been able to consistently deliver stable gross margins, underscoring the ability to effectively pass on adverse currency and commodity price movements. Our cost plus pricing model in our core feed business is a stable segment in our industrialized and vertically-integrated value chain and provides a stable pillar for profitability, even during a market downturn. Furthermore, by focusing on our downstream operations and investing in more slaughterhouses, we also reduce exposure to fluctuating farm gate prices. Commercial farming also helps drive sales volume for feed business. We believe that by strengthening our vertical integration in poultry production, we will be able to capture additional revenue in line with the poultry industry growth and increase our profit margins along the value chain through increased market penetration and cost efficiencies. Protein diversification strategy to position the company for long-term growth Our core poultry business is complemented by our growing business in other proteins such as beef and aquaculture. Our protein diversification strategy allows us to cater to varying consumer preferences today and in the future. We seek to continue to expand our leadership position in our
4
aqua-feed and beef cattle businesses. We are optimistic about the aquaculture business potential as aquatic biota is the most efficient source of animal protein and supported by the potential of Indonesia’s natural resources. We also intend to diversify our beef cattle supply by breeding local cattle species and optimizing our beef cattle products to target the growing number of affluent urban dwellers in Indonesia. The Beef division has ample potential for growth, given the relatively low levels of beef consumption per capita and growing middle class population in Indonesia. As one of the largest beef cattle feedlot operators in Indonesia and largest importer of beef cattle into Indonesia, we believe that we are uniquely positioned to benefit from potential growth opportunities of the beef segment in Indonesia. In addition, the Company also seeks to enhance its wagyu production capacity. Our slaughterhouse produces high quality meat under the brand name Tokusen Wagyu Beef, which is primarily targeted to the premium market including hotels, restaurants, the food industry and domestic supermarket chain Continue to focus on genetic improvements, improve our production technology, and ensure high quality biosecurity systems We intend to continue to focus on improving the efficiency of our poultry feed and breeding business by introducing internationally adopted farm management processes and focusing on research and development. Our research and development activities are focused primarily on improving our feed formulation, the survival rate of our DOC and on breeding a superior and high growth poultry breed with improved resistant to disease and suited to Indonesian climatic conditions and consumer preferences. We continue to strengthen our operational expertise by building strategic alliances with global leaders in breeding research, such as Aviagen for poultry and Spring Genetics for aquaculture. We will continue to be committed to implementing high quality biosecurity measures. Vaksindo, a company engaged in poultry and animal vaccine production that is one of the few companies in Indonesia with the facilities to research H5N1 virus. We believe that Vaksindo’s technical capacity will continue to provide us with world-leading biosecurity protection measures by means of the most up-todate vaccine technology, appropriate for the disease profile and market needs in Indonesia. To ensure that farms are able to manage stable production levels, drops in efficiency due to disease are monitored and characterized at the two diagnostic labs located in East and West Java, which are led by an experienced team of veterinarians. These measures have successfully managed disease issues before they progress into outbreaks. Continue to invest in human capital to support sustainable growth We reinforce our best-in-class farm management and technical know-how by continuously recruiting and training our employees to industry best-practices. The retention of experienced management further ensures that we have a clear long-term vision of our Company’s business. By investing in human capital and developing the skills of our employees, we ensure that we are providing consistent and high quality products to our customers. We have introduced training programs and human resource development on technical issues, health and safety and best business practices. Between January 1, 2015 and December 31, 2016, we conducted over 360 training classes for 14 company divisions, subsidiaries, affiliates and key customer groups. We will continue to develop and implement initiatives for recruiting, developing and retaining top performing employees. We believe our continued investment in human capital will ensure that we remain an employer of choice, which will allow us to retain employees thereby reducing our recruitment costs while enhancing overall productivity. CORPORATE INFORMATION Our head office is located at Wisma Millenia, 7th Floor, Jalan MT. Haryono Kav. 16, Tebet Barat, Jakarta, Indonesia and our telephone number at that address is +62 21 2854 5680.
5
6
PT Indojaya Agrinusa
1 Dormant
Unrestricted Subsidiary
PT Japfa Indoland
PT Multi Makanan Permai
PT Tretes Indah Permai
PT Vaksindo Satwa Nusantara
Apachee Pte Ltd
PT Austasia Stockfeed
PT Santosa Agrindo
PT Wabin Jayatama
Non-Guarantor Restricted Subsidiary
Subsidiary Guarantor
51.00%
Japfa Ltd
PT Jakamitra Indonesia
PT Suri Tani Pemuka
60.00%
PT Nusa Prima Logistik
17.50%
PT Bumiasri Lestari
60.00%
PT Iroha Sidat Indonesia
37.02%
Public
PT Kraksaan Windu
PT Artha Lautan Mulya
Comfeed Trading B.V.
Comfeed Finance B.V.
PT Japfa Comfeed Indonesia Tbk
Japfa Santori Australia Pty Ltd
PT Bhirawa Mitra Sentosa
PT Ciomas Adisatwa
PT Agrinusa Jaya Santosa
PT Japfafood Nusantara1
PT Bintang Laut Timur
PT Indonesia Pelleting1
50.00%
11.98%
KKR Jade Investments Pte Ltd
The diagram below sets forth the material operating companies in our corporate structure as of December 31, 2016:
OUR CORPORATE STRUCTURE
SUMMARY OF THE OFFERING The following is a general summary of the terms of the Notes and the Note Guarantees. This summary is derived from and should be read in conjunction with the full text of the section “Description of the Notes” and the Indenture relating to the Notes. The section “Description of the Notes” and the Indenture prevail to the extent of any inconsistency with the terms set out in this section. Capitalized terms used but not defined in this section have the meanings ascribed to them in the section “Description of the Notes.” Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Japfa Comfeed Indonesia Tbk. Subsidiary Guarantors . . . . . . . . . . . . . . . . . PT Bintang Laut Timur, PT Suri Tani Pemuka, PT Artha Lautan Mulya, PT Kraksaan Windu, PT Ciomas Adisatwa, PT Wabin Jayatama, PT Vaksindo Satwa Nusantara, Apachee Pte Ltd, PT Japfa Indoland, PT Tretes Indah Permai, PT Santosa Agrindo, PT Austasia Stockfeed, PT Agrinusa Jaya Santosa, PT Jakamitra Indonesia, PT Bhirawa Mitra Sentosa and PT Multi Makanan Permai, and any other subsidiary of the Company that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture. Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$150,000,000 aggregate principal amount of 5.5% Senior Notes due 2022. Issue Price
. . . . . . . . . . . . . . . . . . . . . . . . . 99.462% of the principal amount of the Notes.
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . . . March 31, 2017. Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . March 31, 2022. Notes Interest Payment Dates . . . . . . . . . . Interest will be payable semi-annually in arrears on March 31 and September 30 of each year, commencing September 30, 2017. Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will: •
be general obligations of the Company;
•
be senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes;
•
rank at least pari passu in right of payment with all unsubordinated Indebtedness of the Company (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law);
•
be guaranteed by the Subsidiary Guarantors on an unsubordinated basis; and
•
be effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries.
Subsidiary Guarantees . . . . . . . . . . . . . . . . The Subsidiary Guarantors will guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes. The Company will cause each of its future Restricted Subsidiaries, immediately upon becoming a Restricted Subsidiary, to guarantee the payment of the Notes.
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The Ranking of the Subsidiary Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . Each Subsidiary Guarantee will: •
be a general obligation of the relevant Subsidiary Guarantor;
•
be effectively subordinated to secured obligations of such Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor;
•
be senior in right of payment to all future obligations of such Subsidiary Guarantor expressly subordinated in right of payment to such Subsidiary Guarantee; and
•
rank at least pari passu in right of payment with all unsecured, unsubordinated Indebtedness of such Subsidiary Guarantor (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law).
Taxation; Additional Amounts . . . . . . . . . . . All payments of principal and interest in respect of the Notes will be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Indonesia or any authority therein or thereof having power to tax or, unless such withholding or deduction is required by law. In that event, the Company or the Subsidiary Guarantors, as the case may be, will pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, except in the circumstances specified in “Description of the Notes – Additional Amounts”. Optional Tax Redemption . . . . . . . . . . . . . . Subject to certain exceptions and as more fully described herein, the Notes may be redeemed, in whole but not in part, at the option of the Company, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date (plus additional amounts due thereon, if any) if, as a result of certain changes in the laws, treaties, regulations or rulings (or the application or interpretation thereof) affecting taxes of Indonesia, the Company would be required to pay certain additional amounts; provided that where the additional amounts are due as a result of such changes affecting Indonesian taxes, the Notes may be redeemed only in the event that the withholding rate required under Indonesian law or laws is in excess of 20%. Redemption at the Option of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes may be redeemed, in whole or in part, at the option of the Company at any time on or after March 31, 2020 at the redemption prices set forth herein, together with accrued interest to the redemption date. See “Description of the Notes – Optional Redemption”. At any time and from time to time prior to March 31, 2020, the Company may redeem up to 35% of the aggregate
8
principal amount of the Notes with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 105.5% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date. The Notes will be redeemable at the Company’s option, in whole but not in part, at any time prior to March 31, 2020, at a price equal to 100% of the principal amount of the Notes plus a “make-whole” premium. Redemption upon a Change of Control Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . Unless the Notes are previously redeemed, repurchased and cancelled, the Company will, no later than 30 days following a Change of Control make an offer to purchase all outstanding Notes at a purchase price, of 101% of their principal amount together with accrued and unpaid interest, if any. Certain Covenants . . . . . . . . . . . . . . . . . . . . We have agreed in the Notes and indenture governing the Notes to observe certain covenants, including, among other things: •
a limitation on indebtedness;
the
incurrence
of
additional
•
a limitation on dividends and other restricted payments;
•
a limitation on certain asset sales;
•
a limitation on the issuance and sale of capital stock of Restricted Subsidiaries;
•
a limitation on transactions with affiliates;
•
a limitation on the incurrence of liens;
•
a limitation on sale/leaseback transactions;
•
a limitation on business activities;
•
a limitation on our ability to consolidate, merge or sell all or substantially all of our assets; and
•
covenants as to the delivery of certain financial statements.
These covenants will be subject to a number of important qualifications and exceptions described in “Description of the Notes – Certain Covenants”. Events of Default . . . . . . . . . . . . . . . . . . . . . Certain events will permit acceleration of the principal of the Notes (together with all interest and additional amounts accrued and unpaid thereon). These events include default with respect to the payment of principal of, premium, if any, or interest on, the Notes. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . The net proceeds of the issue of the Notes (after the deduction of fees, commissions, and expenses) are expected to be approximately US$144.5 million. The Company plans to use approximately US$137 million of the net proceeds to partially redeem the 2018 Notes and the remainder for general working capital. See “Use of Proceeds”.
9
Selling and Transfer Restrictions . . . . . . . . The Notes will not be registered under the U.S. Securities Act or under any state securities law of the United States and will be subject to customary restrictions on transfer and resale. See “Plan of Distribution” and “Transfer Restrictions.” Further Issues . . . . . . . . . . . . . . . . . . . . . . . The Company may from time to time without the consent of the Noteholders create and issue further securities having the same terms and conditions as the Notes in all respects so that such further issue shall be consolidated and form a single class with the Notes. Form, Denomination and Trading of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be issued in registered form in the denomination of US$200,000 each or integral multiples of US$1,000 in excess thereof and will be initially represented by Global Notes registered in the name of a nominee of the Common Depositary. Book-Entry . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes sold outside the United States in reliance on Regulation S and will be issued in book-entry form through the facilities of Euroclear and Clearstream. For a description of certain factors relating to clearance and settlement, see “Global Clearance and Settlement”. Delivery of the Notes . . . . . . . . . . . . . . . . . . Delivery of the Notes, against payment in same-day funds, is expected on or about March 31, 2017, which the Company expects will be the sixth business day following the date of this Offering Circular, which we refer to as “T+6”. You should note that initial trading of the Notes may be affected by the T+6 settlement. See “Plan of Distribution”. Global Note . . . . . . . . . . . . . . . . . . . . . . . . . ISIN: XS1588422201 Common Code: 158842220 Trustee and Principal Paying Agent . . . . . . The Bank of New York Mellon, London Branch. Registrar and Transfer Agent . . . . . . . . . . . The Bank of New York Mellon (Luxembourg) S.A. Governing Law . . . . . . . . . . . . . . . . . . . . . . . The Notes and the Indenture will be governed by, and construed in accordance with, the laws of New York. Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as the Notes are listed on the SGX-ST. Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes are expected to be rated “BB–” by Fitch and “BB– (preliminary)” by S&P. The credit ratings accorded the Notes are not a recommendation to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There can be no assurance that the ratings will remain in effect for any given period or that the ratings will not be revised by the rating agencies in the future if, in their judgment, circumstances so warrant. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees –
10
The ratings assigned to the Notes and the Company may be suspended, lowered or withdrawn at any time which may adversely affect the market price of the Notes.” Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . Investment in the Notes involves risks which are described in the “Risk Factors” section of this Offering Circular. See “Risk Factors” beginning on page 16.
11
SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA You should read the summary consolidated financial information and operating data presented below in conjunction with our consolidated financial statements and the related notes to these financial statements included elsewhere in this Offering Circular. The following tables present our summary consolidated financial information and operating data as of the dates and for each of the years and periods indicated. We have derived the summary consolidated statement of comprehensive income and cash flows and other financial data for the years ended December 31, 2014, 2015 and 2016 and our summary consolidated statement of financial position data as at December 31, 2014, 2015 and 2016, in the tables below, from our historical financial statements as of and for the years ended December 31, 2014, 2015 and 2016, which have been audited by Mirawati Sensi Idris, formerly Mulyamin Sensi Suryanto & Lianny (the Indonesian member firm of Moore Stephens International Limited), independent auditors. Our financial statements have been prepared and presented in accordance with Indonesian FAS, which differs in certain material respects from IFRS, see “Summary of Certain Significant Differences Between Indonesian FAS and IFRS”. For the year ended December 31, Consolidated Statement of Comprehensive Income
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) 25,022.9 27,063.3 2,014.2 21,029.9 21,584.4 1,606.5
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . .
24,458.9 21,033.3
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,425.6
3,993.0
5,478.9
407.8
Selling expense . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . .
(522.4) (1,618.5)
(589.9) (1,675.1)
(612.3) (1,945.7)
(45.6) (144.8)
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,140.9)
(2,265.1)
(2,558.0)
(190.4)
Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . .
1,284.6
1,727.9
2,920.9
217.4
Other Income (Expenses) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of property, plant and equipment . . . Gain / (loss) on foreign exchange – net . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . Others – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.0 4.3 (77.6) (694.2) 18.2
18.1 6.1 (479.0) (681.1) 105.6
26.3 52.2 10.7 (510.5) 266.9
2.0 3.9 0.8 (38.0) 19.9
Other expenses – net . . . . . . . . . . . . . . . . . . . . . .
(733.2)
(1,030.3)
(154.3)
(11.5)
Income Before Tax . . . . . . . . . . . . . . . . . . . . . . .
551.4
697.7
Tax Expense (Benefit) Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166.3 (6.8)
168.8 4.4
618.9 (23.9)
46.1 (1.8)
Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159.5
173.2
595.0
44.3
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Comprehensive Income (Loss) – Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
391.9
524.5
2,171.6
161.6
(61.4)
401.0
632.8
47.1
Total Comprehensive Income . . . . . . . . . . . . . .
330.5
925.5
2,804.4
208.7
12
2,766.6
205.9
As at December 31, Consolidated Statement of Financial Position
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) Assets Total Current Assets . . . . . . . . . . . . . . . . . . . Total Non-Current Assets . . . . . . . . . . . . . . .
8,709.3 7,049.6
9,604.2 7,555.3
11,061.0 8,190.0
823.2 609.6
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . .
15,759.0
17,159.5
19,251.0
1,432.8
Liabilities and Equity Total Current Liabilities . . . . . . . . . . . . . . . . . Total Non-Current Liabilities . . . . . . . . . . . . .
4,916.4 5,663.0
5,352.7 5,697.1
5,193.5 4,684.5
386.5 348.7
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . .
10,579.4
11,049.8
9,878.1
735.2
Equity attributable to: Owners of the Company . . . . . . . . . . . . . . . . Non-controlling Interests . . . . . . . . . . . . . . . .
4,754.7 424.8
5,611.9 497.8
8,843.5 529.5
658.2 39.4
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . .
5,179.5
6,109.7
9,373.0
697.6
Total Liabilities and Equity . . . . . . . . . . . .
15,759.0
17,159.5
19,251.0
1,432.8
For the year ended December 31, Consolidated Cash Flow Data
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,570.5
1,452.9
2,753.6
204.9
(1,588.2)
(681.6)
(497.5)
(37.0)
(964.9)
(666.9)
(446.6)
(33.2)
(982.6)
104.5
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of foreign exchange rate changes . . .
1,746.0 5.1
768.5 28.3
Cash and cash equivalents at the end of the year or period . . . . . . . . . . . . . . . . . . . . . . . . .
768.5
901.2
13
1,809.5 901.2 (9.4) 2,701.3
134.7 67.1 (0.7) 201.0
As at or for the year ended December 31, Other Consolidated Financial Information and Ratios
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Interest Expense . . . . . . . . . . . . . . . . . . . . . Capital Expenditure . . . . . . . . . . . . . . . . . . . . . . . . EBITDA Margin (%)(4) . . . . . . . . . . . . . . . . . . . . . . EBITDA/Cash Interest Expense (X) . . . . . . . . . . . Debt/EBITDA (X) . . . . . . . . . . . . . . . . . . . . . . . . . . Net Debt/EBITDA (X) . . . . . . . . . . . . . . . . . . . . . . Debt/Equity (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Debt/Equity (%) . . . . . . . . . . . . . . . . . . . . . . .
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions unless other indicated) 1,752.4 2,288.6 3,546.7 264.0 24,458.9 25,022.9 27,063.3 2,014.2 5,179.5 6,109.7 9,373.0 697.6 7,240.3 6,828.0 5,869.4 436.8 6,471.8 5,926.8 3,168.1 235.8 (699.2) (685.2) (507.8) (37.8) 1,598.4 712.2 786.8 58.6 7.2% 9.1% 13.1% 13.1% 2.5 3.3 7.0 7.0 4.1 3.0 1.7 1.7 3.7 2.6 0.9 0.9 139.8% 111.8% 62.6% 62.6% 125.0% 97.0% 33.8% 33.8%
(1)
We define EBITDA as gross profit less selling expenses and general and administrative expenses, plus depreciation and amortization, as reported in the financial statements included in this Offering Circular prepared under Indonesian FAS.
(2)
Includes non-controlling interest.
(3)
We define Net Debt as Debt less cash and cash equivalents.
(4)
EBITDA Margin is calculated as EBITDA divided by net sales, The table below reconciles our gross profit under Indonesian FAS with our definition of EBITDA for the periods indicated. For the year ended December 31, 2014
2015
2016
2016
Rp
Rp
Rp
US$
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (–) Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (–) General and administrative expenses . . . . . . . . . . . . . (+) Depreciation and amortization . . . . . . . . . . . . . . . . . . .
3,425.6 (522.4) (1,618.5) 467.8
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,752.4
(Rp billions and US$ millions) 3,993.0 5,478.9 (589.9) (612.3) (1,675.1) (1,945.7) 560.7 625.8 2,288.6
3,546.7
407.8 (45.6) (144.8) 46.6 264.0
EBITDA is not a standard measure under Indonesian FAS. EBITDA should not be considered in isolation or construed as an alternative to cash flows, net income or any other measure of performance or as an indicator of operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities. EBITDA does not account for taxes, interest expense or other non-operating cash expenses. In evaluating EBITDA, we believe that investors should consider, among other things, the components of EBITDA such as revenues and operating expenses and the amount by which EBITDA exceeds capital expenditures and other charges. EBITDA presented herein may not be comparable to similarly titled measures presented by other companies. You should not compare EBITDA presented by us to EBITDA presented by other companies because not all companies use the same definition.
14
The table below shows the assets and operating profit of our subsidiaries that are not providing a Guarantee (namely the two Non-Guarantor Restricted Subsidiaries and the six Unrestricted Subsidiaries) both in absolute terms and as a percentage of the Company’s total consolidated assets and consolidated operating profit. As at or for the year ended December 31, 2016
Non-guarantor subsidiaries(1) Total assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating profit(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rp billions
US$ millions
1,698.7 262.8
126.4 19.6
As a % of consolidated results
8.8% 9.0%
(1) Non-guarantor subsidiaries are the following entities: PT Indojaya Agrinusa, Japfa Santori Australia Pty Ltd, PT Indonesia Pelleting, PT Japfafood Nusantara, PT Bumiasri Lestari, PT Iroha Sidat Indonesia, Comfeed Finance B.V., and Comfeed Trading B.V.. (2) Total assets and operating profit are after intra-group eliminations.
15
RISK FACTORS An investment in the Notes involves a number of risks. You should carefully consider all of the information contained in this Offering Circular including the risks described below before deciding to invest in the Notes. Additionally, some risks may be unknown to us and other risks currently believed to be immaterial could turn out to be material. Our business, financial condition, results of operations and prospects could be materially and adversely affected by any of these risks. The market price of the Notes could decline due to any of these risks and you may lose all or part of your investment. The risks described below are not the only ones that may affect us or the Notes. RISKS RELATING TO OUR OPERATIONS AND THE INDUSTRY Outbreaks of livestock diseases could have a material adverse effect on our business. Outbreaks of livestock diseases such as Avian Influenza, Newcastle Disease, Infectious Bronchitis and Infectious Bursal Disease could significantly restrict our ability to conduct our operations. Since 2003, the H5N1 strain of Avian Influenza, or bird flu, which is potentially lethal to humans, has affected poultry flocks and other birds in several countries around the world, including in Indonesia. Avian Influenza is highly contagious among birds and can cause sickness or death of domesticated birds, including chickens, geese, ducks and turkeys. Indonesian governmental authorities have implemented a variety of emergency measures to prevent the further spread of Avian Influenza. Although, as of the date of this Offering Circular, no cases of Avian Influenza have been reported within our farms or production facilities and we have an internal biosecurity policy and biosecurity measures in place at all of our farms and production facilities, there can be no assurance that there will not be an outbreak in the future or that our biosecurity measures will be effective in the event of an outbreak. Previous outbreaks of the H5N1 strain of Avian Influenza in Indonesia have resulted in reduced demand for chickens and the price of DOCs and chicken products we produce and sell. In particular, the initial outbreak of H5N1 strain of Avian Influenza in Indonesia in late 2003 / early 2004 resulted in a reduction in our gross profit for the first quarter of 2004 for our poultry business of approximately 12.4% from the previous comparative period. In December 2016 there was an outbreak of a strain of avian influenza in South Korea which required more than 20 million birds to be culled, and in March 2013 there was an outbreak of the H7N9 strain of Avian Influenza in China, which spread to humans and resulted in patient deaths. Annual outbreaks in China have continued through 2017. The strain does not appear to adversely affect the health of birds and, as such, it is difficult to detect prior to human infection. Although most cases of the H7N9 virus have occurred in China or in people who traveled to China, it is possible that the virus could spread to Southeast Asia and Indonesia, which would directly impact our business. Any future outbreak of a livestock disease could result in any of the following, all of which could have a material adverse effect on our business: •
the Indonesian government may introduce requirements for us to destroy one or more of our flocks;
•
the demand for chickens and the price of DOCs and/or chicken products may decrease significantly;
•
one or more of our facilities may be placed in quarantine until the threat of disease spreading is eliminated;
•
the importation of grandparent stocks into Indonesia may be prohibited; and/or
•
the Indonesian government may introduce restrictions on the movement and/or the sale of our unprocessed chicken products.
We do not maintain insurance to cover the consequences of livestock disease outbreaks, including those cited above, due to the lack of availability of such insurance at commercially reasonable cost in 16
Indonesia. There is also no compensation paid by the government in the event that flocks must be culled. Any outbreak of disease in Indonesia or in neighboring countries, even if there is no outbreak at our facilities, could create adverse publicity and any negative perception by potential customers, government authorities, lenders or general insurance providers could harm us through a loss of customers, new regulations or livestock culling requirements, the failure to obtain financing or the loss of insurance coverage generally. Any of these consequences could have a material adverse effect on our business, financial condition, results of operations and prospects. We currently source all our grandparent broiler stocks from Aviagen’s foreign-based operations (predominantly U.S.). While no cases of Avian Influenza or other livestock diseases have been reported in Aviagen’s U.S. based production facilities, there can be no assurance that this will continue to be the case. Outbreaks of Avian Influenza or other livestock diseases in the U.S. may result in Indonesia banning imports of grandparent stocks from affected territories in the U.S. In the event of such outbreaks resulting in imposition of import bans, the cost of breeder flocks of similar quality imported from alternative sources could be higher than the cost of our current supplies. In addition, there can be no assurance that any such alternative supplies would be readily available to meet our requirements or at all. Any long-term interruption in supplies of breeder flocks would have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, our aquaculture and beef cattle businesses are also vulnerable to diseases and other biological hazards. If disease outbreaks or other biological hazards are not successfully mitigated by the biosecurity measures we have in place, the volume of aqua-feed we produce and the size of our beef cattle may decrease, mortality rates could increase, our stocks could require greater amounts of feed to survive and we may suffer production delays and shortages, which could have a material and adverse effect on our production and/or sales of our products, which would have a material adverse effect on our business, financial condition, results of operations and prospects. Our business operations and the poultry industry in general have been subject to investigations and fines and may be subject to continued supervision from KPPU and under the new Anti-Monopoly Law. Recently, the Commission for the Supervision of Business Competition (Komisi Pengawas Persaingan Usaha or “KPPU”), has been increasing its regulatory activities in both scope and frequency. As we are one of the biggest players in the Indonesian poultry industry, KPPU, the supervisory body of antitrust and competition law in Indonesia, may impose significant supervision measures on our business to ensure that our business is carried out in compliance with prevailing antitrust and competition laws and regulations in Indonesia. KPPU has the power to fine us or order changes in our business practices in the event that it is finally determined that we have violated Indonesian anti-trust laws and regulations. In 2015, the Company and PT Ciomas Adisatwa, one of our subsidiaries, were subject to an investigation by KPPU for unfair sub-contracting arrangements with certain local farmers. Based on KPPU’s investigation, PT Ciomas Adisatwa was found to be in violation of Article 12 of Government Regulation No. 17 of 2013 on the Implementing of Law No. 20 of 2008 on Micro, Small and Medium Enterprises with regard to our partnership with the local farmers. Following this investigation, PT Ciomas Adisatwa changed its sub-contracting arrangements with the farmers to conform to KPPU’s recommendation. In 2016, KPPU found the Company and 11 other Indonesian companies not related to us to be in violation of Article 11 of Law No. 5 of 1999 on the Prohibition on Monopolistic Practices and Unfair Business Competition (the “Anti-Monopoly Law”) which prohibits entities from entering into agreements with their competitors with the intention of affecting prices by arranging the production or marketing of certain goods or services. The subject of the investigation was the eradication of broiler parent stock by the Company and the other 11 companies at the instruction of the Directorate General of Livestock and Animal Health of the Ministry of Agriculture of the Republic of Indonesia (“DGLAH”). This instruction was issued to resolve the oversupply of livestock in the market. As a result, KPPU imposed a fine of Rp25 billion. Furthermore, in 2015, our subsidiaries, PT Santosa Agrindo and PT Austasia Stockfeed, along with 30 other unrelated companies were found to be in violation of: (i) Article 11 of the AntiMonopoly Law and (ii) Article 19 (c) of the Anti-Monopoly Law, which prohibits entities from conducting any monopolistic or unfair activities, whether individually or jointly with other entities, that limit the circulation and sales of goods or services in the relevant market. KPPU found that our subsidiaries had 17
participated in the formation of a cartel to limit the supply and distribution of imported cattle, which resulted in a shortage of cattle and, eventually, a price increase, despite our belief that the shortage of the beef cattle sold at the market was primarily caused by the import quota imposed by the Government in 2015. As a result KPPU imposed an administrative fine on our subsidiaries in the aggregate amount of Rp14,281.6 billion. See “Business – Litigation” for greater details on the case. Any requirement from KPPU to alter or halt our business practices may impose a material adverse effect on our business, financial condition, results of operations and prospects. Furthermore, the People’s Representative Council of the Republic of Indonesia (Dewan Perwakilan Rakyat, “DPR”) is currently in the process of amending the Anti-Monopoly Law. While it is not certain the proposed draft will be accepted in its entirety or at all, the draft law, as presently proposed, would give the KPPU significant additional powers, including the power to conduct a leniency program, of search and seizure, to review pre-mergers, and to impose higher penalties. Should this amendment come into force, we may face new and more stringent requirements or additional restrictions or fines, and we may need to change some of our business activities as a result. Any change to our current business activities may impose a material adverse effect on our business, financial condition, results of operations, reputation and prospects. Failure to comply with applicable governmental regulations, including licensing, competition and environmental regulations, could harm our operating results, financial condition and reputation. We hold various licenses and permits issued by various government authorities and regulatory agencies in Indonesia and other jurisdictions, and these licenses and permits are essential for the conduct of our business. See “Business – Regulations and Licenses – Licenses.” These licenses and permits are generally subject to a variety of conditions which are either stipulated within the licenses and permits themselves, or under the particular legislation and/or regulations governing the issuing authorities. The continuation of these licenses and permits may be subject to annual examinations and/or random inspections by the relevant authorities to ensure that our premises comply with all relevant regulations of the issuing authority. Any breach or material non-compliance with the regulations of the issuing authorities may result in suspension, withdrawal or termination or the relevant licenses and permits, financial penalties or cessation of our operations. We cannot guarantee that we will be able to renew all necessary licenses and permits in the future or that we will not be subject to suspension, withdrawal or termination of our licenses and permits, despite our best efforts to maintain high standards, and any such failure to secure renewal, or loss, or a required license or permit, would adversely affect our financial performance and results of operations. We are required to comply with environmental protection, health and safety laws and regulations. Some of these regulations govern the level of fees payable to government entities providing environmental protection services and the prescribed standards relating to the discharge of effluent, or liquid waste. Our DOC farms and our commercial farms are located on large sites which allow us to distance our farming sites and poultry houses from the production sites. The scale of our poultry operations leads to the production of a large quantity of poultry waste, requiring appropriate disposal. We use a proportion of the poultry waste as manure and the remainder is disposed of in accordance with applicable environmental regulations, which we monitor ourselves and report semi-annually to the Indonesian environmental regulatory office. In addition, our aquaculture business generates effluent as part of the production processes, which is subject to environmental regulation. In particular, our aquaculture business in Simalungun, Lake Toba, North Sumatra, may be exposed to potential environmental and regulatory violations. The license for the use of Lake Toba for farming operations by our wholly-owned subsidiary, PT Suri Tani Pemuka, has been in the process of being renewed since November 2015. We have timely and properly filed the necessary documents and relocated our operations to the section of the lake required by regulation. Also, PT Suri Tani Pemuka, together with another company engaged in a similar business at the same location, was reported to the police by a local nongovernmental organization (Yayasan Pecinta Danau Toba, “YPDT”) for allegedly polluting Lake Toba. 18
Recently, the local police along with the local environmental agency conducted a preliminary investigation into these allegations. If the investigation finds evidence supporting the complaint, it will be advanced to the state attorney prior to a court trial. In the event that PT Suri Tani Pemuka is found guilty under a final and binding court’s decision, PT Suri Tani Pemuka and its director may be subject to criminal sanctions in accordance with Law No. 32 of 2009 on Environmental Protection and Management. As a result, our reputation may be harmed, and our aquaculture business and results of operations and prospects could be adversely affected. Separately, YPDT has also lodged two lawsuits to the State Administrative Court. Both lawsuits are addressed to the Integrated Licensing Services and Investment Board of Simalungun Regency (Badan Pelayanan Perizinan Terpadu dan Penanaman Modal Kabupaten Simalungun (“BPPTPM”)) as the authority who issued the fishery business licenses to PT Suri Tani Pemuka to carry out fishery activities in Lake Toba. The plaintiff alleges that BPPTPM acted without Good Governance Principle when issuing the fishery business licenses to PT Suri Tani Pemuka. The plaintiff requests the State Administrative Court to instruct the BPPTPM to (i) suspend the fishery activities of PT Suri Tani Pemuka, and (ii) revoke the fishery business licenses of PT Suri Tani Pemuka. Both cases are currently in the early stage of court trial. On March 2, 2017, we submitted an application letter to the court to include us as an intervenor to the case in order to protect our rights therein, and as of the date hereof, our application has been accepted. If the case is decided in favor of the plaintiff, our reputation may also be harmed, and our aquaculture business and results of operations and prospects could be adversely affected. In general, if we fail to comply with any of the relevant environmental laws and regulations in Indonesia, depending on the type and severity of any violation, we may be subject to, among other things, warnings from relevant authorities, imposition of fines and/or criminal liability, being ordered to close down our business operations and suspension of relevant permits. As a result, our reputation may be harmed and our business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, because laws and regulations are becoming increasingly more stringent both in Indonesia and worldwide (including with regard to environmental and competition laws and regulations), there can be no assurance that we will not be required to incur significant costs to comply with such laws and regulations in the future. We have received a summons with respect to a civil lawsuit lodged by YPDT alleging noncompliance with Indonesian environmental laws. On March 16, 2017, our wholly-owned subsidiary, PT Suri Tani Pemuka (“STP”) received a summons with respect to a civil lawsuit lodged by YPDT with respect to STP’s tilapia farming business at Lake Toba in Sumatra. The lawsuit also names as defendants one other company that is engaged in similar business activities at Lake Toba, as well as four governmental authorities. The lawsuit alleges that the aquaculture operations conducted at Lake Toba violate existing environmental law. The lawsuit seeks to recover damages of Rp114.2 trillion (US$8.5 billion) from STP and Rp260.0 trillion (US$19.4 billion) from the other corporate party. The first court appearance is scheduled for April 3, 2017. If this lawsuit proceeds or is successful it could divert significant management attention away from the operations of our business or otherwise have a material adverse effect on our business. The prices of corn and other feed raw materials are subject to fluctuations. Our poultry feed and aqua-feed businesses are dependent upon the price and availability of raw materials. The single largest component of our cost of goods sold is the cost of raw materials used in the preparation of feed, which accounted for most of the cost of goods sold in the year ended December 31, 2016. The price and availability of corn and our other raw material requirements can therefore have a significant effect on our cost of goods sold. The majority of our corn is sourced domestically, though volume and quality considerations require us to import a portion of our corn. We are required by Indonesian regulation to import corn through the Indonesian Bureau of Logistics (“BULOG”) as opposed to importing it directly. The price of corn in Indonesia is linked to international market prices. The majority of our soybean meal requirements (which is the second largest component of our feed) is 19
met by imports. International market prices for corn and soybean meal may be subject to fluctuations resulting from weather, the size of harvests, transportation and storage costs, governmental agricultural policies, currency exchange rates and other factors. Soybean prices have also increased in recent years. The bulk of the raw materials we procure are purchased on a spot basis, which further exposes us to price fluctuations. Accordingly, we may not be able to negotiate a price for our key raw materials that is acceptable to us. Our two largest raw material costs are corn and soybean meal. We do not grow our own corn or other raw materials and do not intend to do so in the near future. Each of these raw materials is a commodity that is priced according to local and international prices. We have not entered into any hedging transactions with respect to the raw materials we use in our products. Although we have historically been able to pass on cost increases to our feed business customers there can be no assurance we will be able to continue doing so in the future. If we are unable to pass on cost increases to our customers and we are unsuccessful in alternatively managing our exposure to the effects of raw material price fluctuations, overall financial performance could be adversely effected. We have limited long term contracts in relation to the supply of our raw materials or the sale of our products. Many of our suppliers are unwilling to enter into long-term supply contracts with us (due, in part, to uncertainty as to future prices and market conditions) and sell to us on a spot basis. We rely heavily upon the strength of our reputation as a market-leader and we believe that our suppliers perceive us as a reliable counterparty. Although we believe that our long-term relationships with local farmers, for example, act as an incentive for them to sell their corn crops to us at market prices, there can be no assurance that this will continue in the future. New market players may approach local farmers and seek to procure their corn crops at rates which exceed the prices that we are prepared to offer. In the event that one or all of our established suppliers were to cease supplying to us, our key raw materials may not be available at a price that is acceptable to us or at all. In addition, we depend on our ability to source raw materials of sufficient quality. Domestically-sourced corn, for example, may be fresher than imported corn (which may become wet during transportation) or alternatively, nutrient levels may be higher in imported corn. If we are unable to source corn and other raw materials of sufficient quality, our business could be adversely affected. Many of our customers operate through purchase orders or short-term contracts. Within our poultry business, we sell approximately half of our final stock DOC and a substantial portion of our feed to our commercial farms. Some of these farmers are unwilling to enter into long-term contracts, preferring the flexibility offered by short-term contractual arrangements. Within our aquaculture business, most of the fish and shrimp feed that we currently produce is sold directly to local farmers and independent distributors located throughout Indonesia. Within our beef cattle business, we either sell live cattle for distribution through wet markets, or to our abattoir for processing into beef products. As many of our arrangements with our customers and suppliers are short-term, there can be no assurance that any or all of our suppliers or customers will continue to do business with us in the future. Although we aim to renew contracts as they expire, there can be no assurance that our suppliers and customers will not seek more favorable terms from one of our competitors. If we are unable to renew our contracts with our suppliers or customers, our business, financial condition, results of operations and prospects could be materially adversely affected. We may require additional capital in the future in order to continue to grow our business, which may not be available on favorable terms or at all. Our strategy to grow our business and maintain our market share during periods of growth within the animal protein industry may require us to raise additional funds or refinance our existing debt or for working capital. There can be no assurance that such funds will be available on favorable terms or at all. Additional debt financing may increase our financing costs and reduce our profitability. Our financing agreements may contain terms and conditions that may restrict our freedom to operate and manage our business, such as terms and conditions that require us to maintain certain pre-set debt service coverage ratios and leverage ratios and require us to use our assets, including our cash balances, as collateral for our indebtedness. If we are unable to raise additional funds on favorable terms or at all as and when required, our business, financial condition, results of operations and prospects could be materially adversely affected. 20
We depend on our suppliers, Aviagen, Lohmann Tierzucht and Spring Genetics to provide us with high grade grandparent stock and tilapia stock for our DOC breeding and aquaculture businesses, respectively. We import high grade Indian River broiler grandparent stock DOC from Aviagen, Lohmann Brown layer grandparent stock DOC from Lohmann Tierzucht and tilapia stock from Spring Genetics. Aviagen has operations in Australia, Brazil, the United Kingdom and the U.S. Pursuant to our contracts with Aviagen, we have the exclusive rights to buy, sell and distribute all Indian River breed of DOC in Indonesia. Lohmann Brown has operations in Germany, Denmark, Spain, Canada and the U.S. Pursuant to our contracts with Lohmann Brown, we have the exclusive rights to buy, sell and distribute all Lohmann Brown breed in Indonesia. Pursuant to our contracts with Lohmann Brown, we have the exclusive rights to buy, sell and distribute all Lohmann Brown breed in Indonesia. Our contracts with Aviagen with respect to the Indian River breed broiler grandparent stock expire on October 30, 2018 and are renewed automatically for repeated terms of 5 years each. Our contracts with respect to Lohman Brown breed layer grandparent stock expire in December 31, 2019. While we have more than 24 years’ experience working with Aviagen and Lohmann Tierzucht, there can be no assurance that we will be successful in negotiating our contracts with them in the future. Aviagen or Lohmann Tierzucht may offer terms that are not commercially attractive to us or may otherwise terminate the contracts or refuse to renew. In the event of a supply failure by Aviagen or Lohmann Tierzucht or the cessation of our relationship with either of them, we cannot assure you that it would be possible for us to source an alternative supplier of high grade grandparent stock in a timely manner or at all. Any termination or interruption of our supply relationship with Aviagen, Lohmann Tierzucht or Spring Genetics could have a material adverse effect on our business, financial condition, results of operations and prospects. We face significant competition in the businesses in which we operate. We face competition from other Indonesian producers in the domestic markets in which we sell our products, and large international producers may seek to penetrate the Indonesian market in the future. Key factors affecting our competitiveness include price, product quality, brand identification, breadth of product line, distribution reach and customer service. As part of our integrated operations, we are able to bundle feed and DOC sales in order to offer a fully integrated package of services and products to our farming customers, including technical advice to optimize results, productivity and the competitive advantages of our customers. While our experience is that we gain a strategic advantage from the integrated services and solutions that we offer, we cannot guarantee that our integrated services and products will continue to appeal to present and future customers, who may move to new or existing competitors who are able to offer similar products and services more cheaply and individually, as and when required, rather than as part of an integrated operation. We believe that our primary competitor in the business in which we operate is PT Charoen Pokphand Indonesia, Tbk., which also aims to offer a fully-integrated solution to its customers, and which currently has a larger market share in the poultry breeding and feed production industries. The poultry breeding and feed production business is particularly competitive. Although we believe that we are one of the market leaders in poultry breeding and feed production, we cannot provide assurance that we will be able to compete successfully with any or all of our competitors in the future. The Indonesian poultry industry is still evolving technologically, particularly in relation to biotechnology improvements in breed selection. The right breed, adjusted to local conditions, can lead to significantly higher profits for farmers due to lower mortality, better growth rates and better feed-to-weight conversion ratios. We exclusively use the Indian River and Lohmann Brown breeds, breeds which have been specially tailored for tropical climate conditions, particularly in relation to tolerance of heat, humidity and resistance to disease. We cannot guarantee that our competitors will not offer new poultry breeds in the future, for example, as a result of their research and development activities, that are genetically superior to our breeds and more appealing to customers. As Indonesia is a predominantly Muslim country, it is important that poultry be slaughtered and maintained in a “halal” manner in accordance with religious requirements. Due to this and other factors 21
including import restrictions, imports of poultry products into Indonesia have historically been relatively low. However, if (i) the import prohibition on chicken parts is repealed or (ii) the regulation prohibiting chicken imports not certified as halal by the Indonesian Council of Religious Scholars is amended, imports of chickens and chicken products would likely increase which would adversely affect our financial performance and results of operations. As an example with respect to beef, the Government recently allowed the importation of frozen buffalo meat from India, which is sold as a cheaper alternative to cattle beef. Any similar changes in the poultry market could adversely affect our financial performance and results of operations. Foreign governments in markets where we export our products may also impose measures that levy quantity restrictions, introduce other non-tariff barriers or impose higher taxes on imports from certain countries that are successfully importing products which are in high demand to protect local producers. Increased competition may result in price reductions for our products and a loss of market share, greater volatility in our revenues, and damage to our reputation which may in turn have a material adverse effect on our business, financial condition, results of operations and prospects. Our success depends upon our management team and other key personnel, the loss of any of whom could disrupt our business operations. We believe that our future success is heavily dependent upon the continued service of our senior management team who have valuable and long-standing experience in the business in which we operate and an important depth of understanding of the demands of our business and our customers’ needs. The loss of the services of one or more of our key personnel could impede implementation and execution of our business strategies. We do not carry key person life insurance in respect of any of our employees. While we believe we offer attractive terms of employment, there can be no assurance that we will retain our key management personnel or that we will be able to attract, train or retain qualified personnel in the future. The loss of key management personnel (particularly to one of our competitors) may adversely affect the implementation of our business strategies, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Our feed business is exposed to foreign exchange rate fluctuations. For the year ended December 31, 2016, the majority of our cost of goods sold relating to our feed business were denominated in foreign currencies, the bulk of which were U.S. dollar denominated or linked to the U.S. dollar. For the same periods the majority of our net sales were denominated in Rupiah. As a result, we are exposed through our feed business to certain amounts of risk in the fluctuation in the exchange rates between the U.S. dollar and the Rupiah. This risk is reduced by the time lag between the time we pay our suppliers for soybean meal, corn and other minor raw materials and the time we bill our customers that allows us to pass on any increases in costs that are determined by market conditions. We actively monitor and hedge our foreign currency exposure, but there is no guarantee that our current hedging strategy will be sufficient to fully protect us from any adverse change in exchange rates. Furthermore, there is no guarantee that in the future, adequate hedges will be available at all or at prices that are commercially reasonable. Any change in exchange rates that we are not protected from by our hedging strategy could have an adverse effect on our business, financial condition, results of operations and prospects, which may impact our ability to make payments on the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosure about Market Risks – Exchange Rate Risks”. Our strategy of opportunistic growth subjects us to various risks. We plan to pursue a strategy that, during periods of an increase in demand, includes expanding our core poultry breeding and feed production business into new geographic areas within Indonesia. Our growth strategies may include organic growth through the construction of new facilities, acquisitions of other existing companies engaged in a similar business, as well as companies engaged in the production of other animal proteins. Risks relating to our growth strategy include the following: •
we may face competition to acquire land for expansion or acquisition opportunities, which may limit the number of chances we have to acquire suitable companies and which may lead to higher acquisition prices as we compete for valuable investments. 22
•
we may not be able to integrate new operations, whether organically grown or acquired, with our existing operations;
•
we may face increased costs, supply difficulties and competition in obtaining raw materials for our operations;
•
we may not be able to hire and retain workers necessary for our expanded operations or may have to pay higher wages for these workers than we expect; and
•
unforeseen circumstances and problems relating to our expansion projects may distract our management from focusing on our existing operations.
We cannot assure you that we will be able to identify, acquire, or profitably manage additional businesses or to successfully integrate newly-acquired businesses into our existing business structure without incurring substantial costs, delays or other operational or financial difficulties. We face certain risks associated with our aquaculture and beef cattle business. The aquaculture segment of our business represented approximately 8.3% and the beef cattle segment of our business represented approximately 5.2% of our total net sales in the year ended December 31, 2016. Pricing fluctuations in relation to the raw materials for aqua-feed production and beef cattle breeding can impact upon our margins, profitability and the overall financial performance of our aquaculture and beef cattle businesses. Climatic and environmental changes (including pollution) that affect the oceans of South East Asia can jeopardize the viability of our fish and shrimp ponds activities, resulting in reduced quantity and/or quality of fish or shrimp produced, or mortality of cultured stock. Climatic and environmental changes (including pollution) can also jeopardize the viability of beef cattle breeding, resulting in reduced quantity and/or quality or mortality of our beef cattle. Our aquaculture and beef cattle activities also carry the risk of contamination resulting from disease, pollution or other foreign substances. Any unforeseen social, political or economic events in Indonesia and/or the countries to which we export our value-added shrimp products and beef cattle products could also have a negative effect upon our aquaculture and beef cattle businesses. For example, in the past a number of groups staged protests in Australia in relation to live exports of cattle which resulted in a temporary disruption in the supply of live cattle to Indonesia. Although these protests and disruptions have ceased in recent years, there is no guarantee that groups will not stage similar protests in the future. Protests against live cattle exports may also generate negative press about us and beef cattle companies in general. Also, the Government has recently enacted laws and regulations to (i) allow the importation of frozen buffalo meat from India, which is sold as a cheaper alternative to cattle beef, (ii) restrict the import of beef by requiring importers to maintain a breeder to feeder ratio of 1:5 and (iii) decrease the price of retail fresh beef by setting reference prices. Increased competition and regulations may result in price reductions for our products and a loss of market share, greater volatility in our revenues, and damage to our reputation which may in turn have a material adverse effect on our business, financial condition, results of operations and prospects Changes in consumer preferences away from our products could materially and adversely affect us. Changes in consumer preferences away from poultry or negative publicity regarding human consumption of poultry may reduce worldwide demand for our poultry products. A reduction in the demand for poultry may in turn adversely affect demand for our poultry feed products. Consumer preferences can change for many reasons including changes in nutritional standards, health advisories and general economic conditions. Similarly, sales of our poultry feed, shrimp feed and fish feed products could be adversely affected by shifts in consumer preferences away from poultry, shrimp or fish, respectively. Rising energy prices could adversely affect our operating results. In the past few financial years, energy prices have risen dramatically, which has resulted in increased energy related costs for our feed production activities. We believe that we are currently able to pass on 23
increases and fluctuations in our operational costs to our customers, through the price of our feed products, within a relatively short timeframe (typically, within two weeks). However, there can be no assurance that rising energy prices may not have an increasingly adverse impact upon our operational costs and that we will be able to pass on increasing and fluctuating operational costs to our customers in the future. Our insurance coverage may be inadequate. Our insurance coverage may not adequately protect us from the risks associated with our business. We insure our principal assets against risk of physical loss or damage caused by accident, fire, civil disorder and/or natural disasters. However, we do not have coverage against losses arising from Avian Influenza, as such insurance is not customary, and is unavailable in Indonesia on commercially reasonable terms. In addition, there can be no assurance that we will be able to continue to maintain our existing insurance coverage or obtain insurance policies on economically viable terms. If we were to suffer a loss that is not adequately covered by insurance, our business, financial condition, results of operations and prospects could be materially adversely affected. See “Business – Insurance”. RISKS RELATING TO INDONESIA We are incorporated in Indonesia and all of our officers are based in Indonesia, while most of our commissioners and directors are based in Indonesia. All of our operations and all of our assets are located in Indonesia. As a result, future political, economic and social conditions in Indonesia, as well as certain actions and policies the Government may take or adopt, or omit from taking or adopting, could have a material adverse effect on our business, financial condition, results of operations and prospects. Political and social instability in Indonesia may adversely affect the economy, which in turn could have a material adverse effect on our business, financial condition, results of operations and prospects. Following the collapse of President Suharto’s regime in 1998, Indonesia has experienced a process of democratic change. Despite Indonesia successfully conducted its first free elections for parliament and president in 1999, as a new democratic country, Indonesia continues to face various socio-political issues and has, from time to time, experienced political instability and social and civil unrest. Since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities both for and against former President Wahid, former President Megawati, former President Yudhoyono and current President Widodo as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-corruption measures, decentralization and provincial autonomy and the American-led military campaigns in the middle-east. Although these demonstrations were generally peaceful, some have turned violent. Political and related social developments in Indonesia have been unpredictable in the past. There can be no assurance that this situation or future sources of discontent will not lead to further political and social instability. Social and civil disturbances could directly or indirectly, materially and adversely affect our business, financial condition, results of operations and prospects, and our ability to pay interest on, and repay the principal of, the Notes Indonesia is located in an earthquake zone and is subject to significant geological risk that could lead to social unrest and economic loss. The Indonesian archipelago is one of the most volcanically active regions in the world. Because Indonesia is located in the convergence zone of three major lithospheric plates, it is subject to significant seismic activity that can lead to destructive earthquakes and tsunamis, or tidal waves. In recent years, a number of natural disasters have occurred in Indonesia, including major earthquakes, which resulted in tsunamis and volcanic activity. In addition to these geological events, Indonesia has also been struck by other natural disasters such as heavy rains and flooding. All of the above resulted in loss of life, the displacement of large numbers of people and widespread destruction of property. While these events did not have a significant economic impact on the Indonesian capital markets, the Government has had to expend significant amounts of resources on emergency aid and resettlement 24
efforts. Most of these costs have been underwritten by foreign governments and international aid agencies. However, such aid may not continue to be forthcoming, and may not be delivered to recipients on a timely basis. If the Government is unable to deliver foreign aid to affected communities in a timely manner, political and social unrest could result. Any such failure on the part of the Government, or declaration of a moratorium on its sovereign debt, could trigger an event of default under numerous private-sector borrowings, impacting our operations of us and our customers and suppliers, thereby materially and adversely affecting our businesses, financial condition, results of operations and prospects. Future geological occurrences could significantly impact the Indonesian economy. A significant earthquake or other geological disturbance in any of Indonesia’s more populated cities could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting our businesses, financial condition, results of operations and prospects. Terrorist attacks and terrorist activities, and certain destabilizing events have led to substantial and continuing economic and social volatility in Indonesia, which may materially and adversely affect our business and/or property. Terrorist attacks and associated military responses have resulted in substantial and continuing economic volatility and social unrest in the world. In Indonesia during the last several years and as recently as January 14, 2016, there have been various terrorist attacks directed towards the Government, foreign governments and public and commercial buildings frequented by foreigners, which have killed and injured a number of people. There can be no assurance that further terrorist acts will not occur in the future. Any of the foregoing events including damage to our infrastructure or that of our suppliers and customers, could materially and adversely affect international financial markets and the Indonesian economy, interrupt parts of our business and materially and adversely affect our financial condition, results of operations and prospects. Domestic, regional or global economic changes may adversely affect our business. Indonesia’s economy was significantly affected by the Asian financial crisis of 1997. The crisis was characterized in Indonesia by, among other effects, currency depreciation, a significant decline in real gross domestic product (“GDP”), high interest rates, social unrest and extraordinary political developments. The economic crisis resulted in the failure of many Indonesian companies to repay their debts when due. As a result of the crisis, Indonesia entered into a recessionary phase with relatively low levels of growth between 1999 to 2002. All these conditions also had a material adverse effect on Indonesian businesses, including our business and financial condition. The rate of GDP growth (constant price) has stabilized at higher levels in recent years at 5.0% in 2014 and 4.8% in 2015. More recently, the global financial crisis, which was triggered in part by the subprime mortgage crisis in the United States, caused failures of large US financial institutions and rapidly evolved into a global credit crisis. Consequently, unemployment in developed markets around the world increased and some major companies experienced significantly diminished results and, in some cases, bankruptcy or a significant threat of bankruptcy. These extremely negative economic developments have adversely affected both developed economies and developing markets, including Indonesia and other Association of Southeast Asian Nations (“ASEAN”) countries. Indonesia’s economy was also significantly affected by the global economic crisis that began in late 2008. The resulting adverse financial developments were characterized by, among other things a shortage in the availability of credit, a reduction in foreign direct investment, the failure of global financial institutions, a drop in global stock markets, a slowdown in global economic growth and a drop in demand for certain commodities. Indonesia faced a decline in its rate of growth to 6.10% in 2008 and 4.55% in 2009. Further, while the global economy has grown since 2010, the recent speculation regarding the inability of certain European countries to pay their national debts, the response by Eurozone policy makers to mitigate the sovereign debt crisis, the United Kingdom voting to leave the European Union, recent European elections, and the concerns regarding the stability of the Eurozone currency and the European Union have created additional economic uncertainty worldwide. 25
Indonesia and other ASEAN countries have been negatively affected, along with developing market countries globally, by the unprecedented financial and economic conditions in developed markets. Although the Government has taken many steps to improve these unprecedented conditions, with the aim of maintaining economic stability and public confidence in the Indonesian economy, continuation of these unprecedented conditions may negatively impact economic growth, the Government’s fiscal position, the Rupiah’s exchange rate and other facets of the Indonesian economy. In addition, the Government continues to have a large fiscal deficit and a high level of sovereign debt, its foreign currency reserves are modest, the Rupiah continues to be volatile with poor liquidity, and the banking sector suffers from high levels of non-performing loans. If the economy continues to be volatile or declines, Indonesia’s economic growth, its fiscal position, the Rupiah’s exchange rate and other facets of its economy may be negatively affected. The economic difficulties faced by Indonesia during the Asian economic crisis that began in 1997 resulted in, among other things, volatility in interest rates, which had a material adverse impact on the ability of many Indonesian companies to service their existing indebtedness. There can be no assurance that the recent improvement in economic conditions will continue or the previous adverse economic condition in Indonesia and the rest of the Asia-Pacific region will not occur in the future. In particular, a loss of investor confidence in the financial systems of emerging and other markets, or other factors, may cause increased volatility in the international and Indonesian financial markets and inhibit or reverse the growth of the global economy and the Indonesian economy. There can be no assurance that the recent improvement in Indonesia’s economic condition will be maintained. In particular, any changes in the regional or global economic environment that result in a loss of investor confidence in the financial systems of emerging and other markets, or other factors, may cause increased volatility in the Indonesian financial markets and inhibit or reverse the growth of the Indonesian economy. Any such increased volatility, slowdown or negative growth could materially and adversely affect our business, financial condition, results of operations and prospects Regional autonomy may adversely affect our business through imposition of local restrictions, taxes and levies. Indonesia is a large and diverse nation covering a multitude of ethnicities, languages, traditions and customs. During the administration of the former President Soeharto, the Government controlled and exercised decision-making authorities on almost all aspects of national and regional administration, including the allocation of revenues generated from extraction of national resources in the various regions. This control led to a demand for greater regional autonomy, in particular with respect to the management of local economic and financial resources. In response to such demand, the Indonesian Parliament in 1999 passed Law No. 22 of 1999 regarding Regional Autonomy (“Law No. 22/1999”) and Law No. 25 of 1999 regarding Fiscal Balance between the Central and the Regional Governments (“Law No. 25/1999”). Law No. 22/1999 has been revoked by Law No 23 of 2014 regarding Regional Government Law (“Law No. 23/2014”) as amended by Government Regulation in lieu of Law No. 2 of 2014 regarding Amendment of Law No. 23/2014, which was further amended by the Law No. 2 of 2015 and Law No. 9 of 2015 on Regional Autonomy. Law No. 25/1999 has been revoked and replaced by Law No. 33 of 2004 regarding the Fiscal Balance between the Central and the Regional Governments (“Law No. 33/2004”). Under these regional autonomy laws, regional autonomy was expected to give the regional governments greater powers and responsibilities over the use of “national assets and resources” and to create a balanced and equitable financial relationship between central and regional governments. However, under the pretext of regional autonomy and with the presence of the Law No. 28 of 2009 on Local Taxes and Levies, Law No. 23 of 2014 on Local Government and Constitution Court Decision No. 46/PUU-XII/2014, certain regional governments have put in place various restrictions, taxes and levies which may differ from restrictions, taxes and levies put in by other regional governments and/or are in addition to restrictions, taxes and levies stipulated by the Government. Our business and operations are located in various locations in Indonesia and may be adversely affected by conflicting or additional restrictions, taxes and levies that may be imposed by the applicable regional authorities. Depreciation or volatility in the value of the Rupiah may adversely affect our business, financial condition, results of operations and prospects. One of the most important immediate causes of the economic crisis which began in Indonesia in mid1997 was the depreciation and volatility of the value of the Rupiah, as measured against other 26
currencies, such as the U.S. dollar. Although the Rupiah has appreciated considerably from its low point of approximately Rp17,000 per U.S. dollar in January 1998, the Rupiah continues to experience significant volatility, and since 2012, has depreciated. For example, the Rupiah depreciated from approximately Rp9,670 per U.S. dollar as of December 31, 2012 to approximately Rp13,447 per U.S. dollar as of December 31, 2016. See “Exchange Rates and Exchange Controls” for further information on changes in the value of the Rupiah as measured against the U.S. dollar in recent periods. The Rupiah has generally been freely convertible and transferable (except that Indonesian banks may not transfer Rupiah to persons outside of Indonesia and may not conduct certain transactions with nonresidents). However, from time to time, Bank Indonesia has intervened in the currency exchange markets in furtherance of its policies, either by selling Rupiah or by using its foreign currency reserves to purchase Rupiah. We cannot assure you that the Rupiah will not be subject to depreciation and continued volatility, that the current floating exchange rate policy of Bank Indonesia will not be modified, that additional depreciation of the Rupiah against other currencies, including the US dollar, will not occur, or that the Government will take additional action to stabilize, maintain or increase the value of the Rupiah, or that any of these actions, if taken, will be successful. Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange controls or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic recession, loan defaults or declining interest by our customers, and as a result, we may also face difficulties in funding our capital expenditure and in implementing our business strategy. Any of the foregoing consequences could have a material adverse effect on our business, financial conditions, results of operations and prospects. Downgrades of credit ratings of Indonesia and Indonesian companies could adversely affect us and the market price of the Notes. As of the date of this Offering Memorandum, Indonesia’s sovereign foreign currency long-term debt is rated “Baa3/Positive” by Moody’s, “BB+/Positive” by S&P and “BBB-/Positive” by Fitch, and its shortterm foreign currency debt is rated “P-3” by Moody’s, “B” by Standard & Poor’s and “F3” by Fitch. These ratings reflect an assessment of the Government’s overall financial capacity to pay its obligations and its ability or willingness to meet its financial commitments as they become due. Any downgrade to credit rating of Indonesia or Indonesian companies could have an adverse impact on liquidity in the Indonesian financial markets, the ability of the Government and Indonesian companies, including us, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available and could have a material adverse effect on us. The outbreak of any severe communicable disease in Indonesia or elsewhere may have an adverse effect on the economies of certain Asian countries and may adversely affect our results of operations. An outbreak of infectious diseases (including avian flu, SARS, swine flu, the H7N9 virus) or another contagious disease or the measures taken by the governments of affected countries, including Indonesia, against such potential outbreaks, could seriously interrupt our operations or the services or operations of our suppliers and customers, which could have a material adverse effect on our business, financial condition, results of operations and prospects. The perception that an outbreak of infectious diseases or another contagious disease may occur may also have an adverse effect on the economic conditions of countries in Asia, including Indonesia. Labor laws and regulations in Indonesia and labor unrest may materially adversely affect our results of operations. Laws and regulations which facilitate the forming of labor unions, combined with weak economic conditions, have resulted and may continue to result in labor unrest and activism in Indonesia. In 2000, the Government issued Law No. 21 of 2000 regarding Labor Union (the “Labor Union Law”). The Labor Union Law permits employees to form unions without intervention from an employer, the government, a political party or any other party. On March 25, 2003, President Megawati enacted Law No. 13 of 2003 regarding Employment (the “Labor Law”) which, among other things, increased the amount of severance, pension, medical coverage, life insurance, service and compensation payments payable to employees upon termination of employment. The Labor Law requires further implementation of 27
regulations that may substantively affect labor relations in Indonesia. The Labor Law requires companies with 50 or more employees establish bipartite forums with participation from employers and employees. The Labor Law also requires a labor union to have participation of more than half of the employees of a company in order for a collective labor agreement to be negotiated and creates procedures that are more permissive to the staging of strikes. Following the enactment, several labor unions urged the Indonesian Constitutional Court to declare certain provisions of the Labor Law unconstitutional and order the Government to revoke those provisions. The Indonesian Constitutional Court declared the Labor Law valid except for certain provisions, including relating to the right of an employer to terminate its employee who committed a serious mistake and criminal sanctions against an employee who instigates or participates in an illegal labor strikes. Labor unrest and activism in Indonesia could disrupt our operations, our suppliers or contractors and could affect the financial condition of Indonesian companies in general, depressing the prices of Indonesian securities on the Jakarta or other stock exchanges and the value of the Rupiah relative to other currencies. Such events could materially and adversely affect our business, financial condition, results of operations and prospects, and our ability to pay interest on, and repay the principal of, the Notes. The Labor Law also prohibits an employer from paying an employee below the minimum wage stipulated annually by the provincial or regional/city government. The minimum wage is generally determined according to the need for a decent living standard and taking into consideration the productivity and growth of the economy. However, there are no specific provisions as to how to determine the amount of the yearly minimum wage increase, and implementation varies from region to region making compliance cumbersome. For example, in January 2016, the provincial government of DKI Jakarta, through the Governor of DKI Jakarta Province Regulation No. 230 of 2015, increased the minimum wage of DKI Jakarta province for 2016 from Rp2,700,000 per month to Rp3,100,000 per month, a 14.8% increase, which was increased to Rp3,355,750 per month starting from January 1, 2017, a further 8.3% increase, under the Governor of DKI Jakarta Province Regulation No. 227 of 2016. In addition to directly increasing wages for lower level employees, these minimum wage increases indirectly apply upward pressure on the wages of higher level employees over time. Any increase in minimum wage in Indonesia could have a material adverse effect on the Company’s business, cash flows, financial condition and prospects. The recent change in social security program from “Jamsostek” to “BPJS” in accordance with Law No. 24 of 2011 on Social Security Administrator also increased costs to the group, and any further changes to social security arrangements could have an adverse effect on the Company’s business, cash flow, financial condition and prospects. Indonesian accounting standards differ from those in other jurisdictions. Our financial statements are prepared in accordance with Indonesian FAS, which differ from IFRS. As a result, our financial statements and reported earnings could be different from those which would be reported under IFRS. This Offering Circular does not contain a reconciliation of our financial statements to IFRS, and there can be no assurance that such reconciliation, if performed, would not reveal material differences. See “Summary of Significant Differences Between Indonesian FAS and IFRS.” RISKS RELATING TO THE NOTES AND THE NOTE GUARANTEES Through the purchase of the Notes and Note Guarantees, Noteholders may be exposed to a legal system subject to considerable discretion and uncertainty; it may be difficult or impossible for Noteholders to pursue claims under the Notes or the Note Guarantees due to considerable discretion and uncertainty of the Indonesian legal system. Indonesian legal principles relating to the rights of debtors and creditors, or their practical implementation by Indonesian courts, may differ materially from those that would apply within the jurisdictions of the United States, the European Union or other countries. Neither the rights of debtors nor the rights of creditors under Indonesian law are as clearly established or recognized as under legislation or judicial precedent in the United States and most European Union member states. In addition, under Indonesian law, debtors may have rights and defenses to actions filed by creditors that these debtors would not have in jurisdictions with more established legal regimes such as those in the United States and the European Union member states. 28
Indonesia’s legal system is a civil law system based on written statutes in which judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws, as well as rules on judicial process, were historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some have not been revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts may be unfamiliar with sophisticated commercial or financial transactions, leading in practice to uncertainty in the interpretation and application of Indonesian legal principles. The application of Indonesian law depends upon subjective criteria such as the good faith of the parties to the transaction and principles of public policy, the practical effect of which is difficult or impossible to predict. Indonesian judges operate in an inquisitorial legal system, have very broad fact-finding powers and a high level of discretion in relation to the manner in which those powers are exercised. In practice, Indonesian court decisions may omit or may not be decided upon a legal and factual analysis of the issues presented in a case, and as a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion and uncertainty. Furthermore, corruption in the court system in Indonesia has been widely reported in publicly available sources. See, for example, U.S. Department of State, Indonesia: Country Reports on Human Rights Practices (2009); World Bank, Raising Investment in Indonesia: A Second Generation of Reforms (2005) and Transparency International, International Corruption Perceptions Index (2009). In addition, under the Indonesian Civil Code, although a guarantor may waive its right to require the obligee to exhaust its legal remedies against the obligor’s assets prior to the obligee exercising its rights under the related guarantee, a guarantor may be able to argue successfully that the guarantor can nonetheless require the obligee to exhaust such remedies before acting against the guarantor. No assurance can be given that an Indonesian court would not side with us or a Subsidiary Guarantor on this matter, despite the express waiver by Company and a Subsidiary Guarantor of this obligation in the Note Guarantees. Furthermore, on September 2, 2013, the holders of notes issued by BLD Investments Pte. Ltd. and guaranteed by PT Bakrieland Development Tbk. (“Bakrieland”), under a trust deed governed under English law, filed a suspension of debt payment petition with the Commercial Court of the Central Jakarta District Court on several grounds, including that Bakrieland had failed to comply with its obligation to repay the principal amount of the notes when noteholders exercised their put option under the terms of the notes. In its decision dated September 23, 2013, the Commercial Court of the Central Jakarta District Court ruled, among other things, that (i) the trust deed relating to the notes was governed by English law, (ii) that all disputes arising out of or in connection with the trust deed must be settled by English courts and (iii) as a result, the Jakarta commercial court does not have the authority to examine and adjudicate this case. As a result of the foregoing, it may be difficult for Noteholders to pursue a claim against us or the Subsidiary Guarantors in Indonesia, which may adversely affect or eliminate entirely the ability of the Noteholders to obtain and enforce a judgment against us or the Subsidiary Guarantors in Indonesia or increase the costs incurred by Noteholders in pursuing, and the time required to pursue, claims against us or the Subsidiary Guarantors in Indonesia. Indonesian companies have filed suits in Indonesian courts to invalidate transactions with structures that included guarantees by Indonesian companies and have brought legal action against lenders and other transaction participants; moreover, such legal action has resulted in judgments against such defendants invalidating all obligations under the applicable debt instruments and allowing affirmative recoveries from the lenders in excess of the amounts borrowed. In several cases in Indonesian courts, Indonesian companies which had defaulted on notes and other debt incurred through offshore financing entities using a structure that included guarantees by Indonesian companies, have successfully sued creditors and other transaction participants obtaining, among other relief: •
a declaration that the entire debt obligation is null and void;
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disgorgement of prior payments made to holder the notes on the notes; 29
•
damages from lenders and other transaction participants in amounts exceeding the original proceeds of the debt issued; and
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injunctions prohibiting holders of notes from enforcing rights under the transaction documents and trading in the notes.
Published reports, including those court decisions that are available, do not provide a clear factual basis or legal rationale for these judgments. In reaching these decisions, however, the courts have not appeared to follow the contractual selection of non-Indonesian law as the governing law. These courts have in certain instances barred the exercise of any remedies available to the investors anywhere in the world. In a June 2006 decision that was released in November 2006, the Indonesian Supreme Court affirmed a lower court judgment involving PT Indah Kiat Pulp & Paper Tbk. (“Indah Kiat”), an Indonesian listed company, as plaintiff and various parties as defendants that invalidated US$500 million of notes issued through an offshore offering structure. The decision involved an Indonesian listed Company, Indah Kiat, as plaintiff and various parties as the defendants using a Dutch subsidiary of Indah Kiat and guaranteed by Indah Kiat. The Indonesian Supreme Court upheld the decisions of a District Court and High Court in Indonesia in favor of Indah Kiat. The Indonesian courts ruled that the defendants (including the trustee, underwriter and security agent for the issuance of the Indah Kiat notes) committed a tort (perbuatan melawan hukum) by entering into the transaction, and therefore the issuance of the notes was declared null and void. The courts nullified the notes by reasoning that the contracts made in relation to the notes were signed without any legal cause, and so did not meet the provision of Article 1320 of the Indonesian Civil Code which requires a legal cause as one of the elements for a valid agreement. The Indonesian courts accepted the plaintiff’s argument that Indah Kiat acted both as a debtor and as a guarantor of the same debt even though in the facts of the case Indah Kiat International Finance Company B.V. (lndah Kiat’s Dutch subsidiary established for the purpose of the issuance of the notes) was the issuer of the notes and Indah Kiat was the guarantor of such notes. The Indonesian courts also ruled that the establishment of Indah Kiat International Finance Company B.V. was unlawful as it was intended to avoid Indonesian withholding tax payments. On August 19, 2008, the Supreme Court granted a civil review (peninjauan kembali) and annulled the June 2006 Supreme Court decision. The Indonesian Supreme Court in its civil review decision stated that Indah Kiat has failed to prove that the transaction is an act of legal manipulation that caused damages to Indah Kiat. Therefore, the Supreme Court concluded that the defendants did not commit any unlawful act. Further, the Supreme Court is of the view that it was clear that the money borrowed by Indah Kiat from Indah Kiat International Finance Company B.V. originated from the issuance of notes, as evidenced in the recital of the relevant loan agreement and thus the claim that the whole transaction was a manipulation of law had no merit. Moreover, with regard to the validity and enforceability of the security documents, the Supreme Court stated that the security agreements would prevail as long as the underlying agreements were still valid and binding. On the tax issues, the civil review decided that the Supreme Court had misapplied the tax law as it did not prohibit tax saving, and thus the claim relating to tax was annulled. The Supreme Court also stated that for certain New York law governed agreements in the transaction (such as the indenture, the loan agreement, the amended and restated loan agreement and the underwriting agreement), the claim should be brought to the appropriate court in the state of New York and not a District Court of Indonesia. Despire the decision described above, the Indonesian Supreme Court in March 2009 refused a civil review (the “March 2009 Decision”) of a judgment by the District Court of Kuala Tungkal, South Sumatra, which invalidated US$550 million of notes issued by APP International Finance Company B.V. (“APPC”) and guaranteed by PT Lontar Papyrus Pulp & Paper Industry (“Lontar Papyrus”), a sister corporation of Indah Kiat. Although the Indonesian Supreme Court’s official judgment is not publicly available, Lontar Papyrus’ legal arguments in its lower court case were substantially similar to those made by Indah Kiat and rejected by the Indonesian Supreme Court in its August 2008 Decision. The Indonesian Supreme Court’s refusal to grant a civil review effectively affirmed and made final the lower court’s decision to invalidate the transaction documents and Lontar Papyrus’s guarantor obligations under the notes. The Indonesian Supreme Court reasoned that the loan agreement between APPC and Lontar Papyrus and the indenture with respect to the notes required revisions in order to comply with Indonesia’s prevailing laws and regulations and that because Lontar Papyrus had repaid in full the loan from APPC, it had no outstanding legal obligations as debtor under the loan 30
agreement with APPC or as guarantor under the indenture. Lontar Papyrus and Indah Kiat are subsidiaries of Asia Pulp & Paper Company Ltd., and their original lower court cases against their creditors were filed at approximately the same time. While the lower court decisions in certain of these cases have been annulled by the Indonesian Supreme Court, as in the August 2008 Decision, the Indonesian Supreme Court has taken a contradictory view in the March 2009 Decision. Further to the Indah Kiat case, the Indonesian Supreme Court decided in September 2011 (the “September 2011 Decision”) to refuse a civil review of a decision by the District Court of Bengkalis (whose judgment was the subject of the Indonesian Supreme Court’s June 2006 Decision and August 2008 Decision), which invalidated the notes issued by Indah Kiat BV. The facts and legal claims presented by Indah Kiat BV were substantially the same as those made by Indah Kiat in the lower court cases that were the subject of the June 2006 Decision. The September 2011 Decision specifically noted that the Indonesian Supreme Court chose to not consider its August 2008 Decision despite such substantially similar facts and legal claims. The Indonesian Supreme Court’s refusal to grant civil reviews of the lower court decisions in the September 2011 Decision effectively affirmed the decision of the District Court of Bengkalis and such decision is now final and not subject to further review. There is also an instance where the Indonesian court, through a suspension of payment proceedings, failed to acknowledge noteholders as creditors of the parent guarantor. On December 8, 2014, the Supervisory Judge in proceedings before the Commercial Court of the Central Jakarta District Court determined that noteholders were not creditors of PT Bakrie Telecom Tbk (“Bakrie Tel”) for purposes of its court-supervised debt restructuring, known as a PKPU (the “Bakrie Tel PKPU”). Bakrie Tel, an Indonesian telecommunications company, is the guarantor of US$380 million of senior notes issued in 2010 and 2011 by a Singapore-incorporated special purpose vehicle that is a subsidiary of Bakrie Tel. The proceeds from the offering of the notes were on-lent to Bakrie Tel pursuant to an intercompany loan agreement, which was guaranteed by Bakrie Tel and assigned to the noteholders as collateral. In its decision affirming the composition plan, the Commercial Court accepted the Supervisory Judge’s determination that the relevant creditor of Bakrie Tel in respect of the US$380 million notes was the issuer subsidiary, rather than the noteholders or the trustee, and gave no effect to the guarantee. As such, only the intercompany loan was recognized by the Commercial Court as indebtedness on which Bakrie Tel was liable for purposes of the Bakrie Tel PKPU. As a result, only the issuer subsidiary had standing as a Bakrie Tel creditor to vote in the Bakrie Tel PKPU proceedings, which substantially altered the terms of the U.S. dollar bonds and the guarantee. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees – Indonesian companies have filed suits in Indonesian courts to invalidate transactions with structures that included guarantees by Indonesian companies and have brought legal action against lenders and other transaction participants; moreover, such legal action has resulted in judgments against such defendants invalidating all obligations under the applicable debt instruments and allowing affirmative recoveries from the lenders in excess of the amounts borrowed.” Similar with the Bakrie Tel PKPU case, an Indonesian company, PT Trikomsel Oke Tbk (“Trikomsel”), in early 2016 was entered into a suspension of payment obligation (PKPU) under the Law No. 37 of 2004 regarding Bankruptcy and Suspension of Obligation for Payment of Debts (the “Indonesian Bankruptcy Law”) regime. The PKPU administrators were reported to reject claims that arose from their two Singaporean dollar bonds and have taken the stance that the trustees do not have any standing to make claims on behalf of the bondholders. Further, they asserted that only individual noteholders that had filed claims on their own would be able to participate in the PKPU proceedings and to vote on the restructuring plan. On September 28, 2016, the PKPU process was settled between Trikomsel and its creditors through the establishment of a composition plan (rencana perdamaian) which was approved by certain bondholders, and then ratified by the Jakarta Commercial Court. Based on an announcement from Trikomsel, under the composition plan, the bondholders of the two of Singaporean Dollar bonds may be required to convert their notes into new shares to be issued by Trikomsel, thereby extinguishing the bonds. Indonesian court decisions are not binding precedents and do not constitute a source of law at any level of the judicial hierarchy as in common law jurisdictions such as the United States and the United Kingdom. This means that while lower courts are not bound by Indonesian Supreme Court decision, such decisions have persuasive effect. However, we cannot assure you that a court would not issue a decision similar to the September 2011 Decision with respect to the validity and enforceability of the Guarantees or grant any additional relief, which in each case would be adverse to the interests of 31
Noteholders. We cannot assure you that the Indonesian Supreme Court and lower Indonesian courts will not invalidate the Notes, the Guarantees and other transaction documents, or that you will be able to enforce your rights in Indonesia, where most of the Subsidiary Guarantors’ assets are located. In addition, in jurisdictions where courts recognize such Indonesian court decisions, holders of the Notes may also be unable to enforce their rights under the Notes, the Guarantees or other transaction documents, or have recourse to any Subsidiary Guarantor’s assets. Holders of the Notes may have no effective or practical recourse to any assets or legal process in Indonesia to enforce their rights against the Subsidiary Guarantors. Noteholders may be exposed to affirmative judgments by Indonesian courts against them in amounts exceeding the value of the notes held by them. (In addition, in jurisdictions where courts recognize such Indonesian court decisions, non-Indonesian courts may enforce such judgments against the assets of Noteholders as well as other parties such as underwriters and trustees) located outside of Indonesia. The terms of the Notes and the Note Guarantees will contain covenants limiting our financial and operating flexibility. Covenants contained in the documentation relating to the Notes will restrict the ability for us and any Restricted Subsidiary to, among other things: •
incur or guarantee additional indebtedness and issue certain redeemable or preferred stock;
•
create or incur certain liens;
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make certain payments, including dividends or other distributions, with respect to our shares, or the shares of our Restricted Subsidiaries;
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prepay or redeem subordinated debt or equity;
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make certain investments and capital expenditures;
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create encumbrances or restrictions on the payment of dividends, or other distributions, loans or advances to and on the transfer of assets to us or any of our Restricted Subsidiaries;
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enter into sell, lease or transfer certain assets, including stock of Restricted Subsidiaries;
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enter into sale and leaseback transactions;
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engage in certain transactions with certain shareholders and affiliates;
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enter into unpermitted business or engage in prohibited activities; and
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consolidate or merge with other entities.
All of these covenants are subject to the limitations, exceptions and qualifications described in “Description of the Notes – Certain Covenants”. These covenants could limit our ability to pursue our growth plan, restrict our flexibility in planning for, or reacting to, changes in our business and industry, and increase our vulnerability to general adverse economic and industry conditions. We may also enter into additional financing arrangements in the future, which could further restrict our flexibility. Any defaults of covenants contained in the Notes may lead to an event of default under the Notes and the Indenture and may lead to cross-defaults under our other indebtedness. No assurance can be given that the Company will be able to pay any amounts due to Noteholders in the event of such default, and any default may significantly impair the Company’s ability to pay, when due, the interest of and principal on the Notes and our, and any Subsidiary Guarantor’s, ability to satisfy our obligations under the Note Guarantees. We may incur additional indebtedness, which could further exacerbate the risks described herein. Subject to restrictions in the Indenture governing the Notes, we may incur additional indebtedness, which could increase the risks associated with our existing indebtedness. If we incur any additional 32
indebtedness that ranks equally with the Notes, the relevant creditors will be entitled to share ratably with the Noteholders in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of the Company or a Guarantor. This may have the effect of reducing the amount of proceeds paid to the Noteholders. Covenants in agreements governing debt that we may incur in the future may also materially restrict our operations, including our ability to incur debt, pay dividends, make certain investments and payments, and encumber or dispose of assets. The degree to which we will be leveraged in the future could have important consequences for the Noteholders, including, but not limited to, (i) increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions, (ii) requiring the dedication of a substantial portion of cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes, (iii) limiting flexibility in planning for, or reacting to, changes in our business, the competitive environment and the industries in which we operate and (iv) limiting our ability to borrow additional funds and increasing the cost of any such borrowing. Any of these or other consequences or events could materially and adversely affect our ability to satisfy debt obligations, including the Notes and the Note Guarantees. In addition, we could be in default of financial covenants contained in agreements relating to our future debt in the event that our results of operations do not meet any of the terms in the covenants, including the financial thresholds or ratios. A default under one debt instrument may also trigger cross-defaults under other debt instruments. An event of default under any debt instrument, if not cured or waived, could have a material adverse effect on us. We may not be able to generate sufficient cash flows to meet our debt service obligations. Our ability to make scheduled payments on, or to refinance our obligations with respect to, our indebtedness, including the Notes, will depend on our financial and operating performance, which in turn will be affected by general economic conditions and by financial, competitive, regulatory and other factors beyond our control. We may not generate sufficient cash flow from operations and future sources of capital may not be available to us in an amount sufficient to enable us to service our indebtedness, including the Notes, or to fund our other liquidity needs. If we are unable to generate sufficient cash flow and capital resources to satisfy our debt obligations or other liquidity needs, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. There is no assurance that any refinancing would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Other credit facilities and the Indenture that will govern the Notes will restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms and in a timely manner, would materially and adversely affect our financial condition and results of operations and our ability to satisfy our obligations under the Notes, See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and “Description of the Notes”. The interest of our principal shareholders may conflict with the interest of Noteholders, and they may take actions that are not in, or may conflict with, the interest of the Noteholders. As of the date of this Offering Circular, 51.0% of our outstanding shares are held by Japfa Ltd. For information relating to the ownership of our shares, see “Principal Shareholders”. Japfa Ltd may be able to effectively control matters certain requiring approval by our shareholders, depending on participation at our shareholder meetings. Circumstances may arise in which Japfa Ltd interests or the interests of associated companies may conflict with your interest as a Noteholder. From time to time, we enter into, and we may enter into, transactions with entities controlled by any of our principal shareholders and other related parties. As of December 31, 2015 and 2016, the 33
outstanding amounts owed by us was Rp1,880.7 billion and Rp1,143.9 billion, respectively. See “Related Party Transactions” for a summary of our existing transactions with related parties. Although any transaction that we undertake with related parties must comply with the rules of Indonesian Financial Services Authority or Otoritas Jasa Keuangan (“OJK”) and the IDX, we cannot assure you that any amounts we may pay in these transactions would necessarily reflect the prices that would be paid by an independent third party. Enforcing your rights under the Notes or the Note Guarantees across multiple jurisdictions may prove difficult. The Notes will be issued by the Company and guaranteed the Subsidiary Guarantors. We and many of the Subsidiary Guarantors are incorporated under the laws of Indonesia. The Notes, the Note Guarantees and the Indenture will be governed by the laws of the State of New York. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in Indonesia, and the United States. Such multi-jurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of your rights. Your rights under the Notes and the Note Guarantees will be subject to the insolvency and administrative laws of several jurisdictions and there can be no assurance that you will be able to effectively enforce your rights in such complex multiple bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws of Indonesia and the United States may be materially different from, or be in conflict with, each other and those with which you may be familiar, including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s laws should apply, adversely affect your ability to enforce your rights under the Notes and the Note Guarantees in the relevant jurisdictions or limit any amounts that you may receive. It may not be possible for you to effect service of process or to enforce judgment of a foreign court on the Company or the Subsidiary Guarantors in Indonesia. We and many of the Subsidiary Guarantors are limited liability companies incorporated in Indonesia operating within the framework of Indonesian laws relating to investment and our and each of their significant assets are located in Indonesia. Most of the Company’s commissioners, directors and executive officers reside in Indonesia. All or a substantial portion of the Company’s assets are located in Indonesia. It may be difficult for investors to effect service of process upon the Company or its directors. We have been advised that judgments of non-Indonesian courts are not enforceable in Indonesian courts, although such judgments could be admissible as non-conclusive evidence in a proceeding on the underlying claim in an Indonesian court. Our Indonesian legal advisors have also advised us that there is doubt as to whether Indonesian courts will recognize judgments in original actions brought in Indonesia courts based only upon the civil liability provisions of the securities laws of other countries. In addition, an Indonesian court may refuse to hear an original action based on securities laws of other countries. As a result, Noteholders would be required to pursue claims against us or some Subsidiary Guarantors or our or their respective commissioners, directors and executive officers in Indonesian courts. The claims and remedies available under Indonesian law may not be as extensive as those available in other jurisdictions. No assurance can be given that the Indonesian courts will protect the interests of Noteholders in the same manner or to the same extent as would courts in more developed countries outside of Indonesia. The Note Guarantees may be challenged under applicable financial assistance, insolvency or fraudulent transfer laws, which could impair the enforceability of the Note Guarantees. Under Indonesian bankruptcy law, fraudulent transfer laws, financial assistance, insolvency or unfair preference or similar laws in Indonesia, where we and the Subsidiary Guarantors are incorporated and where all of our and their significant assets are currently located (as well as under the law of certain other jurisdictions to which in certain circumstances we or a Subsidiary Guarantor may be subject), the enforceability of the Note Guarantees may be impaired if certain statutory conditions are met. In 34
particular, the Note Guarantees may be voided, or claims in respect of the Note Guarantees could be subordinated to all other debts of such Subsidiary Guarantor, if at the time that such Subsidiary Guarantor incurred the indebtedness evidenced by, or when it gives, its Note Guarantee, it: •
incurred the debt with the intent to hinder, delay or defraud creditors or was influenced by a desire to put the beneficiary of the Note Guarantee in a position which, in the event of such Guarantor’s insolvency, would be better than the position the beneficiary would have been in had the Note Guarantee not been given;
•
received less than reasonably equivalent value or fair consideration for the incurrence of such Guarantee;
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received no commercial benefit;
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was insolvent or rendered insolvent by reason of such incurrence;
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was engaged in a business or transaction for which such Subsidiary Guarantor’s remaining assets constituted unreasonably small capital; or
•
intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.
The test for insolvency, the other particular requirements for the enforcement of fraudulent transfer law, and the nature of the remedy if a fraudulent transfer is found, may vary depending on the law of the jurisdiction which is being applied. Under the laws of Indonesia, it would also be necessary for the directors to ensure that such Subsidiary Guarantor is solvent immediately after entry into, and performance of any obligation under, the transaction, that: •
it will be able to satisfy its liabilities as they become due in the ordinary course of its business; and
•
the realizable value of the assets of such Subsidiary Guarantor will not be less than the sum of its total liabilities other than deferred taxes, as shown in the books of account, and its capital.
The directors are required to ensure that the issued capital of such Subsidiary Guarantor is maintained and that, after the giving of the Note Guarantee, such Subsidiary Guarantor would have sufficient net assets to cover the nominal value of its issued share capital. If a court voided the Note Guarantee, or held the Note Guarantee unenforceable for any other reason, then the Noteholders would cease to have a claim against such Subsidiary Guarantor based upon such Note Guarantee, and would solely be creditors of the Company. If a court subordinated the Note Guarantee to other indebtedness of such Subsidiary Guarantor, then claims under such Note Guarantee would be subject to the prior payment of all liabilities (including trade payables). We cannot assure you that there would be sufficient assets to satisfy the claims of Noteholders after providing for all such prior claims. The Notes will be unsubordinated indebtedness of us but will effectively be subordinated to any of our secured obligations to the extent of the assets serving as security therefor. After giving pro forma effect to the full draw down of all credit facilities that we are able to utilize as of the date of this Offering Circular but not to the issuance of the Notes, we would have had approximately Rp3,254.9 billion of secured indebtedness outstanding under such facilities. We may also be able to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the Indenture. Claims of the secured creditors of the Company and the Guarantors will have priority with respect to the assets securing their indebtedness over the claims of Noteholders. Therefore, the Notes and the Note Guarantees will be effectively subordinated to any secured indebtedness and other secured obligations of the Company and the Guarantors, respectively, to the extent of the value of the assets securing such indebtedness or other obligations. In the event of any foreclosure, dissolution, winding up, liquidation, reorganization, administration or other bankruptcy or insolvency proceeding of the 35
Company or the Guarantors that has secured obligations, holders of secured indebtedness will have prior claims to the assets of the Company or the Guarantors that constitute their collateral. The Noteholders will participate ratably with all holders of the unsecured indebtedness of the Company or the Guarantors, and potentially with all of their other general creditors, based upon the respective amounts owed to each holder or creditor, in the remaining assets of the Company or the Guarantors. In the event that any of the secured indebtedness of the Company or the Guarantors becomes due or the creditors thereunder proceed against the assets that secure such indebtedness, the Company’s and the Guarantors’ assets remaining after repayment of that secured indebtedness may not be sufficient to repay all amounts owing in respect of the Notes or Note Guarantees. As a result, Noteholders may receive less than holders of secured indebtedness of the Company and Guarantors. We may be subject to future bankruptcy, insolvency and similar proceedings in Indonesia or other jurisdictions, which may delay or prevent payment on the Notes. Under the Indonesian Bankruptcy Law, a creditor that sees that its debtor will not be able to continue to pay its debts when they become due and payable, or a creditor that predicts that a debtor will be unable to pay its debts when they become due and payable, may file for suspension of debt payment with the Commercial Court of the Central Jakarta District Court. Under the Indonesian Bankruptcy Law, a suspension of debt payment proceeding takes priority over a bankruptcy proceeding and must be decided first. As such, a suspension of debt payment proceeding will effectively postpone any bankruptcy proceeding. As a result, creditors are unlikely to receive any payment during the course of the suspension of debt payment proceeding (with the exception of secured creditors subject to certain conditions) and the bankruptcy estate may be insufficient to fully settle their claims. In addition, during the suspension of debt payment proceeding, the debtor may propose a composition plan to its creditors. Such composition plan, if approved at a creditors’ meeting and ratified by the Commercial Court of the Central Jakarta District Court, will be binding on all unsecured creditors and on secured creditors that voted for the composition plan, and the suspension of debt payment proceeding will end. The debtor can then continue its business and service its debt in accordance with such composition plan. The secured creditors that did not attend the creditors’ meeting or vote on the plan are not bound by the plan and are entitled to enforce their security interests. As a composition plan, if approved, is approved by majority of the creditors on a collective basis, it may not be in the best interest of any particular creditor. If a Guarantor becomes a debtor in a bankruptcy proceeding or a suspension of debt payment proceeding in Indonesia, we may file for suspension of debt payment with a proposed composition plan which may not be satisfactory to you. If such composition plan is approved, it will be binding on you. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees – Indonesian companies have filed suits in Indonesian courts to invalidate transactions with structures that included guarantees by Indonesian companies and have brought legal action against lenders and other transaction participants; moreover, such legal action has resulted in judgments against such defendants invalidating all obligations under the applicable debt instruments and allowing affirmative recoveries from the lenders in excess of the amounts borrowed” for further information regarding the case involving the suspension of debt payment. If we are unable to comply with the restrictions and covenants contained in the Indenture governing the Notes and the Note Guarantees or in future debt agreements, an event of default could occur under the terms of such agreements or the Indenture, which could cause repayment of our debt to be accelerated. If we are unable to comply with the restrictions and covenants in the Indenture or our future debt agreements, there could be an event of default under the terms of such agreements. If an event of default occurs under these agreements, the holders of the debt could terminate their commitments to lend to us, accelerate the debt and declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, the Indenture contains, and future debt or other agreements may contain, crossacceleration or cross-default provisions. As a result, our default under one debt agreement may cause the acceleration of other debt agreements, including the Notes, or result in a default under our other debt agreements, including the Indenture. If any of these events occur, we cannot assure Noteholders that our assets and cash flow would be sufficient to repay our indebtedness in full, or that we would be 36
able to find alternative financing. Even if we could obtain alternative financing, we cannot assure Noteholders that it would be on terms that are favorable or acceptable to us. We may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a Change of Control as required by the Indenture governing the Notes. Upon a Change of Control (as defined in the Indenture governing the Notes), we must make an offer to repurchase all outstanding Notes. Pursuant to this offer, we must repurchase the outstanding Notes at 101% of their principal amount plus accrued and unpaid interest, if any, up to the date of repurchase. See “Description of the Notes – Repurchase of Notes Upon a Change of Control”. However, we may not have enough available funds at the time of any Change of Control to make repurchase of tendered outstanding Notes. Our failure to make the offer to repurchase or repurchase tendered Notes would constitute an Event of Default (as defined in the Indenture). This Event of Default may, in turn, constitute an event of default under other indebtedness, any of which could cause the related debt to be accelerated after any applicable notice or grace periods. If such other debt were accelerated, we may not have sufficient funds to repurchase the Notes and repay the debt. In addition, the definition of Change of Control for purposes of the Indenture governing the Notes does not necessarily afford protection for the Noteholders in the event of some highly-leveraged transactions, including certain acquisitions, mergers, refinancings, restructurings or other recapitalizations, although these types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings and the Noteholders. The definition of Change of Control for purposes of the Indenture also includes a phrase relating to the sale of “all or substantially all” of our properties or assets and our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition under applicable law. Accordingly, our obligation to make an offer to repurchase the Notes, and the ability of a Noteholder to require us to repurchase the Notes pursuant to the offer, as a result of a highly leveraged transaction or a sale of less than all of our assets, may be uncertain. The Trustee may request holders of the Notes to provide an indemnity and/or security and/or pre-funding to its satisfaction. Where the Trustee is bound under the provisions of the Indenture and the Notes to act at the request or direction of the Noteholders, the Trustee shall nevertheless not be so bound unless first indemnified and/or provided with security and/or pre-funded to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing. Negotiating and agreeing to an indemnity and/or security and/ or pre-funding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or pre-funding, in breach of the terms of the Indenture or the Notes and in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the agreements and the applicable law, it will be for the holders of the Notes to take such actions directly. The ratings assigned to the Notes and the Company may be suspended, lowered or withdrawn at any time which may adversely affect the market price of the Notes. The ratings assigned to the Notes and the Company may be suspended, lowered or withdrawn entirely in the future. The Notes have been assigned a rating of “BB– (preliminary)” by S&P and “BB–” by Fitch and the Company has been assigned a rating of “B+” by S&P and “BB–” by Fitch. The ratings assigned to the Notes address our ability to perform our obligations under the terms of the Notes and the credit risks in determining the likelihood that payments will be made when due under the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. No assurances can be given that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by the relevant rating agency if in its judgment circumstances in the future so warrant. We have no obligation to inform Noteholders of any such revision, downgrade or withdrawal. A suspension, reduction or withdrawal at any time of the rating assigned to the Notes may adversely affect the market price of the Notes.
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An active trading market for the Notes may not develop and the trading price of the Notes could be materially and adversely affected. Although the Initial Purchaser has advised us that they intend to make a market in the Notes, they are not obligated to do so and may discontinue such market making activity at any time without notice. We cannot predict whether an active trading market for the Notes will develop or be sustained. If an active trading market were to develop, the Notes could trade at prices that may be lower than their initial offering price. The liquidity of any market for the Notes depends on many factors, including: •
the number of Noteholders;
•
the interest of securities dealers in making a market in the Notes;
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prevailing interest rates and the markets for similar securities;
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general economic conditions; and
•
our financial condition, historical financial performance and future prospects.
If an active market for the Notes fails to develop or be sustained, the trading price of the Notes could be materially and adversely affected. We have received approval in-principle for the listing of the Notes on the SGX-ST. However, no assurance can be given that we will be able to obtain or maintain such listing or that, if listed, a trading market will develop. We do not intend to apply for listing of the Notes on any securities exchange other than the SGX-ST. The Notes may not be publicly offered, sold, pledged or otherwise transferred in any jurisdiction where registration may be required. Lack of a liquid, active trading market for the Notes may adversely affect the price of the Notes or may otherwise impede a Noteholder’s ability to dispose of the Notes. The transfer of the Notes is restricted which may adversely affect their liquidity and the price at which they may be sold. The Notes and the Note Guarantees have not been registered under, and we are not obligated to register the Notes or the Note Guarantees under, the Securities Act or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and any other applicable laws. See “Transfer Restrictions”. We have not agreed to or otherwise undertaken to register the Notes or the Note Guarantees (including by way of an exchange offer), and we have no intention to do so. Your investment in the Notes may subject you to foreign exchange risks. The Notes are denominated and payable in U.S. dollars. If you measure your investment returns by reference to a currency other than U.S. dollars, an investment in the Notes entails foreign exchangerelated risks, including possible significant changes in the value of the U.S. dollars relative to the currency by reference to which you measure your returns, due to, among other things, economic, political and other factors over which we have no control. Depreciation of the U.S. dollar against the currency by reference to which you measure your investment returns could cause a decrease in the effective yield of the Notes below their stated coupon rates and could result in a loss to you when the return on the Notes is translated into the currency by reference to which you measure your investment returns. In addition, there may be tax consequences for you as a result of any foreign exchange gains resulting from any investment in the Notes. Current OJK regulations may restrict our ability to issue additional debt securities. On November 28, 2011, Bapepam-LK Regulation IX.E.2 on Material Transactions and Change of Core Business was issued, which replaced the previous regulation issued in 2009 (the “Material Transactions Regulation”). This regulation is applicable to publicly listed companies in Indonesia and their unlisted consolidated subsidiaries. Pursuant to the Material Transactions Regulation, each borrowing and lending in one transaction or a series of related transactions for a particular purpose or activity having a transaction value of 20% to 50% of the publicly listed company’s equity, as determined by the latest audited annual financial statements, semi-annual limited reviewed financial 38
statements or audited interim financial statements (if any), must be announced to the public and the listed company must also prepare an appraisal report. The announcement relating to the material transaction must be made to the public in at least one Indonesian language daily newspaper having national circulation and the submission of supporting documents must be made to OJK no later than the end of the second business day after the material transaction is executed. The announcement to the public and submission to OJK are required to include a summary of the transaction, an explanation of the considerations and reasons for such material transaction and the effect of the transaction on the company’s financial condition, a summary of the appraisal report (including its purpose, the parties involved, the assumptions, qualifications and methodology used in the appraisal report and a fairness opinion on the transaction), which must not be dated more than six months prior to the date of the material transaction, the amount borrowed or lent, and a summary of the terms and conditions of the borrowing or lending. Publicly listed companies must submit evidence of an announcement as referred to above, including the independent appraisal report to OJK at the latest by the end of the second business day after the announcement is made. For a material transaction (in this case borrowing and lending) with a value in excess of 50% of a company’s equity, it must also obtain shareholders’ approval whereby shareholders holding more than half of all shares with valid voting rights are present or represented, and more than half of such shareholders present or represented approve the transaction, in addition to fulfilling the appraisal disclosure requirements. If in the future we decide to issue additional debt securities other than through public offering, and the amount issued exceeds the 50% threshold, we would be required to obtain shareholders’ approval, as well as a new appraisal report. There is no assurance that we would be able to obtain the approval of our shareholders or a favorable appraisal report in order to issue such additional debt securities. This requirement could limit our ability to finance our future operations and capital needs or pursue business opportunities and activities that may be in our interest, which could materially and adversely affect our business, financial condition, results of operations and prospects. The Notes will initially be held in book entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies. The Notes will initially only be represented by one or more Global Notes in registered form and deposited with a common depositary for the accounts of Euroclear and Clearstream. Interests in the Global Notes (as defined in “Global Clearance and Settlement”) will trade in book entry form only, and Notes in definitive registered form, or definitive registered Notes, will be issued in exchange for book entry interests only in very limited circumstances. Owners of book entry interests will not be considered owners of the Notes or Noteholders. The common depositary for Euroclear and Clearstream will be considered the sole holder of the Global Notes representing the Notes. Payments of principal, interest and other amounts owing on or in respect of the Global Notes representing the Notes will be made to the Principal Paying Agent which will make payments to the common depositary for Euroclear and Clearstream, which will distribute such payments to participants in accordance with the procedures of Euroclear and Clearstream, respectively. After payment to the common depositary for Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book entry interests. Accordingly, if you own a book entry interest, you must rely on the procedures of Euroclear and Clearstream, and if you are not a participant in Euroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a Noteholder under the Indenture. Unlike the Noteholders themselves, owners of book entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers or other actions from the Noteholders. Instead, if you own a book entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream. The procedures implemented for the granting of such proxies many not be sufficient to enable you to vote on a timely basis. Similarly, upon the occurrence of an event of default under the Indenture, unless and until definitive registered Notes are issued in respect of all book entry interests, if you own a book entry interest, you will be restricted to acting through Euroclear and Clearstream. The procedures to be implemented through Euroclear and Clearstream may not be adequate to ensure the timely exercise of rights under the Notes.
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USE OF PROCEEDS We expect the net cash proceeds from the offering and issue of the Notes as described herein, after deducting underwriting discounts and other estimated expenses related to the offering and issue of the Notes, to be approximately US$144.5 million. We will use approximately US$137 million of the net proceeds of the offering of the Notes to partially redeem the 2018 Notes and the remainder for general working capital. The foregoing represents our current intentions and our best estimate of our allocation of the net proceeds of the Offering based upon our current plans and estimates regarding our anticipated expenditures. We may find it necessary or advisable to use portions of the net proceeds for other business related purposes.
40
EXCHANGE RATES AND EXCHANGE CONTROLS EXCHANGE RATES Bank Indonesia is the sole issuer of the Rupiah and is responsible for maintaining its stability. Since 1970, Indonesia has implemented three exchange rate systems: (i) a fixed rate between 1970 and 1978, (ii) a managed floating exchange rate system between 1978 and 1997 and (iii) a free-floating exchange rate system since August 14, 1997. Under the managed floating exchange rate system, Bank Indonesia maintained the stability of the Rupiah through a trading band policy, pursuant to which Bank Indonesia would enter the foreign currency market and buy or sell Rupiah, as required, when trading in the Rupiah exceeded bid and offer prices announced by Bank Indonesia on a daily basis. On August 14, 1997, Bank Indonesia terminated the trading band policy and instituted the current freefloating exchange rate system, allowing the Rupiah to float without an announced level at which it would intervene, which resulted in a substantial decrease in the value of the Rupiah relative to the U.S. dollar. Under the current system, the exchange rate of the Rupiah is determined by the market, reflecting the interaction of supply and demand in the market. Bank Indonesia may take measures, however, to maintain a stable exchange rate. The following table shows the exchange rate of Indonesian Rupiah to U.S. dollars based on the middle exchange rates at the end of each month during the periods indicated. The Indonesian Rupiah middle exchange rate is calculated based on Bank Indonesia’s buying and selling rates. We do not make any representations that the U.S. dollar amounts referred to in this Offering Circular could have been or could be converted into Indonesian Rupiah at the rate indicated or any other rate or at all. Exchange rates Low 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . 2017: January . . . . . . . . . . . . . . . . . . . . . . February . . . . . . . . . . . . . . . . . . . . . March (up to March 15) . . . . . . . . .
High
Average
Period End
11,404 12,625 12,998
(Rp per US$) 12,440 11,885 14,657 13,458 13,846 13,330
12,440 13,795 13,436
13,288 13,308 13,340
13,485 13,374 13,393
13,343 13,347 13,375
13,359 13,341 13,365
Source: Statistik Ekonomi dan Keuangan Indonesia (Indonesian Financial Statistics) published monthly by Bank Indonesia Internet website of Bank Indonesia. (http://www.bi.go.id/en/statistik/seki/terkini/eksternal/Contents/Default.aspx)
(1) For full years, the high and low amounts are determined, and the average shown is calculated, based upon the middle exchange rate announced by Bank Indonesia on the last day of each month during the year indicated. (2) For each month, the high and low amounts are determined, and the average shown is calculated, based on the daily middle exchange rate announced by Bank Indonesia during the month indicated. The middle exchange rate on March 15, 2017 was Rp13,375 = US$1.00. The Federal Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable transfers in Indonesian Rupiah. EXCHANGE CONTROLS Indonesia has limited foreign exchange controls. The Indonesian Rupiah has been, and in general is, freely convertible within or from Indonesia. However, to maintain the stability of the Rupiah and to prevent the utilization of the Rupiah for speculative purposes by non-residents, Bank Indonesia has introduced regulations to restrict the movement of Indonesian Rupiah from banks within Indonesia to offshore banks, an offshore branch of an Indonesian bank, or any investment denominated in Rupiah with foreign parties and/or Indonesian parties domiciled or permanently residing outside Indonesia, thereby limiting offshore trading to existing sources of liquidity. In addition, Bank Indonesia has the 41
authority to request information and data concerning the foreign exchange activities of all persons and legal entities that are domiciled, or who plan to be domiciled, in Indonesia for at least one year. Bank Indonesia regulations also require companies that have total assets or total annual gross revenues of at least Rp100.0 billion to report to Bank Indonesia all data concerning their foreign currency activities, if the relevant transaction is not conducted via a domestic bank or domestic nonbank financial institution (for example, insurance companies, securities companies, finance companies, or venture capital companies). However, if the transaction is conducted via a domestic bank and/or domestic non-bank financial institution, the requirement to report to Bank Indonesia is imposed instead on the relevant domestic banks or non-bank financial institutions that carried out the transaction. The transactions that must be reported include receipt and payment of foreign currency through bank accounts outside of Indonesia. Purchasing of Foreign Currencies against Rupiah through Banks On September 5, 2016, Bank Indonesia issued Regulation No. 18/18/PBI/2016 on Foreign Exchange Transaction to Rupiah between Banks and Domestic Parties (“PBI 18/18/2016”). Under PBI 18/18/2016, any conversion of Rupiah into foreign currency for spot and standard derivative (plain vanilla) transactions that exceeds a specific threshold is required to have an underlying transaction and supported by underlying transaction documents. Such underlying transaction and its supporting underlying transaction documents are also required for transactions of foreign exchange structured products in the form of a call spread option, in any amount. Further, the maximum amount of such foreign exchange conversion cannot exceed the value of the underlying transaction. The underlying transaction may consist of: (a) domestic and international trade of goods and services; (b) investment in the form of direct investment, portfolio investment, loans, capital and other investment inside and outside Indonesia; and/or (c) the granting of a facility or financing from a bank in foreign currencies and/or Rupiah for trade and investment activities. The underlying transaction may not include (w) a placement of funds in banks in the form of, among others, saving accounts, demand deposit accounts, time deposits, or negotiable certificate deposit (“NCD”); (x) money transfers by a remittance company; (y) undrawn credit facilities, including standby loans and undisbursed loans; and (z) usage of Bank Indonesia securities in foreign currencies. Indonesian companies purchasing foreign currencies from Banks by way of (i) spot transactions and (ii) standard derivative (plain vanilla) transactions in excess of US$25,000 and US$100,000, respectively, will be required to submit certain supporting documents to the selling bank, including, among others, a duly stamped or authenticated written statement by the company confirming that the underlying transaction document is valid and correct, and the amount of foreign currency purchased is or will not exceed the amount stated in the underlying transaction document. For the purchase of foreign currencies not exceeding such thresholds, the company must declare in a duly stamped or authenticated written statement by the Company letter that its aggregate foreign currency purchases do not exceed the thresholds in the Indonesian banking system. Bank Indonesia also issued Bank Indonesia Regulation No. 18/19/PBI/2016 dated September 5, 2016 on Foreign Exchange Transaction to Rupiah between Banks and Foreign Parties (“PBI 18/19/2016”). Similar to PBI 18/18/2016, PBI 18/19/2016 is intended to comprehensively govern foreign exchange transactions against Rupiah in Indonesia. However, unlike PBI 18/18/2016, which targets Indonesian bank customers, PBI 18/19/2016 governs foreign exchange transactions by banks and foreign parties. PBI 18/19/2016 also requires an underlying transaction if a foreign exchange transaction exceeds certain threshold amounts. The thresholds set forth by PBI 18/19/2016, which are similar to the threshold amounts under PBI 18/18/2016, are: (i) for spot transactions, a purchase of foreign exchange against the Rupiah equivalent of US$25,000 per month per foreign party, or its equivalent; and (ii) for derivative transactions, the sale and purchase of foreign exchange against the Rupiah equivalent of US$1 million per transaction per foreign party or per outstanding amount of each of the derivative transaction per bank, or its equivalent. The underlying transaction under PBI 18/19/2016 may consist of: (a) domestic and international trade of goods and services; and/or (b) investment in the form of direct investment, portfolio investment, loans, capital and other investments inside and outside Indonesia. The following transactions are not considered as underlying transactions: (i) Bank Indonesia Certificates (“SBI”) for derivative 42
transactions, (ii) a placement of funds in banks (vostro account) in the form of saving account, demand deposit account, time deposit, or NCD; (iii) the granting of a facility which has not been withdrawn, such as standby loans and disbursed loans; and (iv) the usage of Bank Indonesia securities in foreign currencies. Currency Law On June 28, 2011, the Government issued Law No. 7 of 2011 (the “Currency Law”) concerning the use of Rupiah. The Currency Law requires the use of and prohibits the rejection of Rupiah in certain transactions occurring within the jurisdiction of Indonesia. Article 21 of the Currency Law requires the use of Rupiah in payment transactions, monetary settlements of obligations and other financial transactions (among others, the deposit of money) within the territory of Indonesia. However, there are a number of exceptions to this rule including certain transactions related to the state budget (Anggaran dan Pendapatan Belanja Negara), income and grants from and to foreign countries, international trade transactions, foreign currency savings in a bank and international financing transactions. Article 23 of the Currency Law prohibits the rejection of Rupiah offered as a means of payment, to settle obligations or in other financial transactions within Indonesia unless there is uncertainty regarding the authenticity of the Rupiah bills offered and the relevant parties have agreed in writing to make such payment or settle the obligation in a foreign currency. The said prohibition does not apply to transactions in which the payment or settlement of obligations in a foreign currency has been agreed in writing. Any violation to this requirement is subject to one year of imprisonment and fines up to a maximum of Rp200 million for individuals, and a fine of up to Rp267 million for corporate offenders, as well as the prospect of annulment of business licences and seizure of assets. As the implementation of the Currency Law, on March 31, 2015, Bank Indonesia issued Bank Indonesia Regulation No. 17/3/PBI/2015 on Mandatory Use of Rupiah within the Territory of the Republic of Indonesia (“PBI 17/2015”) and further enacted Circular Letter of Bank Indonesia No. 17/11/DKSP on June 1, 2015 (“CL 17/2015”), which requires any party to use Rupiah for any transaction conducted within Indonesia. PBI 17/2015 and CL 17/2015 require the use of Rupiah for cash or non-cash transactions conducted in Indonesia. The non-cash transaction is defined as a transaction involving the use of a payment device or non-cash payment mechanism, including cheque, bilyet, giro, credit card, debit card, automated teller machine card (ATM), electronic money, or fund transfer. Subject to further requirements under PBI 17/2015, the transactions which are exempted from the mandatory use of Rupiah are: a.
transactions related to the implementation of the State budget;
b.
receipt or grant of offshore grants;
c.
international trade transactions (such as export-import of goods and services);
d.
bank deposits in foreign currency;
e.
international financing transactions; and
f.
transactions denominated in foreign currency conducted based on prevailing laws and regulations (such as any business denominated in foreign currency conducted by banks and transactions in the primary and secondary market on securities issued by the government denominated in foreign currency).
Furthermore according to CL 17/2015, businesses in Indonesia must only quote prices of goods and/or services in Rupiah and are prohibited from quoting prices of such goods and/or services if such prices are listed both in Rupiah and foreign currency elsewhere. This restriction applies to, among others, (i) price tags, (ii) service fees, such as agent fees in property sale and purchase, tourism services fees 43
or consultancy services fees, (iii) leasing fees, (iv) tariffs, such as loading/unloading tariff for cargos at the seaport or airplane ticket tariff, (v) price lists, such as restaurant menus, (vi) contracts, such as for the clauses on pricing or fee, (vii) documents of offer, order, invoice, such as the price clause in an invoice, purchase order or delivery order, and/or (viii) payment evidence, such as the price listed in a receipt. PBI 17/2015 took effect on March 31, 2015, and the requirement to use Rupiah for non-cash transactions has been effective since July 1, 2015. Written agreements which were signed prior to July 1, 2015 that contain provisions for the payment or settlement of obligations in foreign currency for non-cash transaction will remain effective until the expiry of such agreements. However, any extension and/or amendment of such agreements must comply with PBI 17/2015. A failure to comply with the obligation to use Rupiah in cash transactions will be subjected to criminal sanctions in the form of fines and imprisonment. While a failure to comply with the obligation to use Rupiah in non-cash transactions will be subjected to administrative sanctions in the form of (i) written warnings, (ii) fines, and/or (iii) a prohibition from undertaking payment activities. Bank Indonesia may also recommend to the relevant authority to revoke the business license or stop the business activities of the party which fails to comply with the obligation to use Rupiah in non-cash transactions.
44
CAPITALIZATION The table below sets forth our consolidated capitalization and indebtedness as at December 31, 2016 and as adjusted to account for (1) the repayment of the existing Rp1.5 trillion bond in January 2017 as well as the additional repurchase of US$2.5 million of the 2018 Notes and (2) this offering and the redemption of a portion of the 2018 Notes using US$137 million of the net proceeds from this offering (see “Use of Proceeds”). This information has been partially extracted from our consolidated financial statements as at December 31, 2016. You should read this table in conjunction with our consolidated financial statements and the related notes to the financial statements included elsewhere in this Offering Circular and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Use of Proceeds.” As at December 31, 2016 Actual (Audited)
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rupiah bonds . . . . . . . . . . . . . . . . . . . . . . . . US$ Senior Notes due 2018 . . . . . . . . . . . . Notes offered hereunder . . . . . . . . . . . . . . . Others(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Debt . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Capital Stock Subscribed and paid-up capital . . . . . . Additional paid-in capital . . . . . . . . . . . Treasury stock . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . Difference arising from transactions with non-controlling interest . . . . . . . . . Revaluation increment in value of property, plant and equipment – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange differences on translating foreign operations . . . . . . . . . . . . . . . . .
Rp billions 759.2 2,490.6 2,618.1 – 1.5 5,869.4
As adjusted (unaudited)(1)
As adjusted (unaudited)(2)
US$ millions 56.5 185.4 194.9 – 0.1 436.8
Rp billions 759.2 990.6 2,584.5 – 1.5 4,335.8
US$ millions 56.5 73.7 192.4 – 0.1 322.7
Rp billions 759.2 990.6 743.8 1,941.5 1.5 4,436.5
US$ millions 56.5 73.7 55.4 144.5 0.1 330.2
1,816.3 1,447.3 (17.7) 4,630.6
135.2 107.7 (1.3) 344.6
1,816.3 1,447.3 (17.7) 4,630.6
135.2 107.7 (1.3) 344.6
1,816.3 1,447.3 (17.7) 4,630.6
135.2 107.7 (1.3) 344.6
(98.3)
(7.3)
(98.3)
(7.3)
(98.3)
(7.3)
1,037.7
77.2
1,037.7
77.2
1,037.7
77.2
27.7
2.1
27.7
2.1
27.7
2.1
Total Equity Attributable to Owners of the Company . . . . . . . . . . . . . . . . . . . . . . Non-controlling interest . . . . . . . . . . . . . . . .
8,843.5 529.5
658.2 39.4
8,843.5 529.5
658.2 39.4
8,843.5 529.5
658.2 39.4
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . .
9,373.0
697.6
9,373.0
697.6
9,373.0
697.6
Total Capitalization . . . . . . . . . . . . . . . . . .
15,242.3
1,134.4
13,708.7
1,020.3
13,809.5
1,027.8
Cash and cash equivalents . . . . . . . . . . .
2,701.3
201.0
1,167.7
86.9
1,268.5
94.4
(1) (2) (3)
In January 2017, we fully repaid the existing Rp1.5 trillion bond and the Company repurchased US$2.5 million of the 2018 Notes. After issuance of the Notes and repayment of the existing US$ Senior Notes due 2018 using US$137 million from the net proceeds of the issuance. Others include lease liabilities and liability for the purchase of property, plant and equipment.
Except as disclosed or contemplated in this Offering Circular, there has been no material change in our capitalization since December 31, 2016. We currently intend, subsequent to the offering of Notes hereby, to repay the remainder of the 2018 Notes using cash on hand and the proceeds of additional Rupiah denominated debt. See “Description of Indebtedness” and “Use of Proceeds” for a description of our existing indebtedness that we expect to pay down with the proceeds of the offering. 45
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA You should read the summary consolidated financial information and operating data presented below in conjunction with our consolidated financial statements and the related notes to the financial statements included elsewhere in this Offering Circular. The following tables present our summary consolidated financial information and operating data as of the dates and for each of the years and periods indicated. We have derived the summary consolidated statement of comprehensive income and cash flows and other financial data for the years ended December 31, 2014, 2015 and 2016 and our summary consolidated statement of financial position data as at December 31, 2014, 2015 and 2016, in the tables below, from our historical financial statements as of and for the years ended December 31, 2014, 2015 and 2016, which have been audited by Mirawati Sensi Idris, formerly Mulyamin Sensi Suryanto & Lianny (the Indonesian member firm of Moore Stephens International Limited), independent auditors. Our financial statements have been prepared and presented in accordance with Indonesian FAS, which differs in certain material respects from IFRS, see “Summary of Certain Significant Differences Between Indonesian FAS and IFRS For the year ended December 31, Consolidated Statement of Comprehensive Income Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . .
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) 24,458.9 25,022.9 27,063.3 2,014.2 21,033.3 21,029.9 21,584.4 1,606.5
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,425.6
3,993.0
5,478.9
407.8
Selling expense . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . .
(522.4) (1,618.5)
(589.9) (1,675.1)
(612.3) (1,945.7)
(45.6) (144.8)
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,140.9)
(2,265.1)
(2,558.0)
(190.4)
Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . .
1,284.6
1,727.9
2,920.9
217.4
Other Income (Expenses) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of property, plant and equipment . . Gain / (loss) on foreign exchange – net . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . Others – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.0 4.3 (77.6) (694.2) 18.2
18.1 6.1 (479.0) (681.1) 105.6
26.3 52.2 10.7 (510.5) 266.9
2.0 3.9 0.8 (38.0) 19.9
Other expenses – net . . . . . . . . . . . . . . . . . . . . . .
(733.2)
(1,030.3)
(154.3)
(11.5)
Income Before Tax . . . . . . . . . . . . . . . . . . . . . . .
551.4
697.7
Tax Expense (Benefit) Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166.3 (6.8)
168.8 4.4
618.9 (23.9)
46.1 (1.8)
Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159.5
173.2
595.0
44.3
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Comprehensive Income (Loss) – Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
391.9
524.5
2,171.6
161.6
(61.4)
401.0
632.8
47.1
Total Comprehensive Income . . . . . . . . . . . . .
330.5
925.5
2,804.4
208.7
46
2,766.6
205.9
As at December 31, Consolidated Statement of Financial Position
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) Assets Current assets Cash and cash equivalents . . . . . . . . . . . . . . . Short-term investments . . . . . . . . . . . . . . . . . . Trade accounts receivable – net of allowance for impairment Related parties . . . . . . . . . . . . . . . . . . . . . . . Third parties . . . . . . . . . . . . . . . . . . . . . . . . . Other accounts receivable from third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . Breeding chickens . . . . . . . . . . . . . . . . . . . . . . Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid taxes . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . Total Current Assets . . . . . . . . . . . . . . . . . . . . .
768.5 11.3
901.2 11.3
2,701.3 11.3
201.0 0.8
47.8 1,194.8
47.7 1,152
65.6 1,146.1
4.9 85.3
70.1 5,133.8 702.7 303.9 436.3 40.1
54.2 5,855.0 632.3 422.0 481.8 46.7
85.6 5,500.0 759.1 473.6 276.6 41.8
6.4 409.3 56.5 35.2 20.6 3.1
8,709.3
9,604.2
11,061.0
823.2
1.5 129.2 0.2 70.1 2.4 304.0
2.1 116.2 0.2 70.1 2.4 279.9
1.8 160.2 21.0 70.1 2.4 161.0
0.1 11.9 1.6 5.2 0.2 12.0
Non-Current Assets Restricted cash in bank . . . . . . . . . . . . . . . . . . Deferred tax assets . . . . . . . . . . . . . . . . . . . . . Investment in shares of stock . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plantations – net . . . . . . . . . . . . . . . . . . . . . . . . Breeding cattle . . . . . . . . . . . . . . . . . . . . . . . . . Investment properties – net of accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment – net of accumulated depreciation . . . . . . . . . . . . . . . . Unused assets – net . . . . . . . . . . . . . . . . . . . . . Land for development . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
52.6
19.8
153.5
11.4
6,361.6 21.1 25.8 81.1
6,809.0 142.4 26.8 86.3
7,512.1 – 26.9 80.9
559.1 – 2.0 6.0
Total Non-Current Assets . . . . . . . . . . . . . . . . .
7,049.6
7,555.3
8,190.0
609.6
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,759.0
17,159.5
19,251.0
1,432.8
47
As at December 31,
Consolidated Statement of Financial Position
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) Liabilities and Equity Current Liabilities Short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade accounts payable Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accounts payable to third parties . . . . . . . . . . . . . . . . . . . . . Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term liabilities Long-term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liability for the purchase of property, plant and equipment . . . . Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,212.9
1,863.2
759.2
56.5
1,447.0 557.3 181.1 41.7 147.7 1.2 45.7
1,880.7 865.2 166.5 137.5 190.8 – 45.1
1,143.9 1,173.0 210.9 164.4 211.3 – 29.8
85.1 87.3 15.7 12.2 15.7 – 2.2
278.3 0.5 3.0 –
201.1 0.2 2.4 –
– 0.1 1.0 1,500.0
– 0.0 0.1 111.6
4,916.4
5,352.7
5,193.5
386.5
Non-Current Liabilities Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term employee benefits liability . . . . . . . . . . . . . . . . . . . . . . . Long-term liabilities – net of current maturities Long-term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liability for the purchase of property, plant and equipment . . . . Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonds payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.4 907.0
10.4 925.6
9.2 1066.2
0.7 79.4
518.8 0.7 3.0 4,223.1
510.2 3.2 1.2 4,246.5
– 0.2 0.2 3,608.7
– 0.0 0.0 268.6
Total Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,663.0
5,697.1
4,684.5
348.7
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,579.4
11,049.8
9,878.1
735.2
Equity Capital stock Authorized – 15,000,000,000 Series A shares with Rp200 (in full Rupiah) par value per share and 85,000,000,000 Series B shares with Rp40 (in full Rupiah) par value per share as of December 31, 2016 and 10,000,000,000 Series A shares with Rp200 (in full Rupiah) par value per share and 25,000,000,000 series B shares with Rp40 (in full Rupiah) par value per share as of December 31, 2015 and 2014 Issued and paid-up – 8,498,932,910 Series A shares with Rp200 (in full Rupiah) par value per share and 2,911,590,000 Series B shares with Rp40 (in full Rupiah) par value per share as of December 31, 2016 and 7,748,932,910 Series A with Rp200 (in full Rupiah) par value per share and 2,911,590,000 Series B with Rp40 (in full Rupiah) par value per share as of December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stocks – 20,324,740 shares . . . . . . . . . . . . . . . . . . . . . . . Retained earnings Appropriated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unappropriated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Difference arising from transactions with non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revaluation increment in value of property, plant and equipment – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange differences on translating foreign operations . . . . . . . .
1,666.3 895.6 (17.7)
1,666.3 895.6 (17.7)
1,816.3 1,447.3 (17.7)
135.2 107.7 (1.3)
165.0 2,134.2
175.0 2,622.6
186.7 4,443.9
13.9 330.7
(98.9)
(98.9)
– 10.3
340.2 28.9
1,037.7 27.7
77.2 2.1
4,754.7 424.8
5,611.9 497.8
8,843.5 529.5
658.2 39.4
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,179.5 Total Liabilities and Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,759.0
6,109.7 17,159.5
9,373.0 19,251.0
697.6 1432.8
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-controlling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
(98.3)
(7.3)
For the year ended December 31, Consolidated Cash Flow Data Net cash provided by (used in) operating activities . . . . Net cash provided by (used in) investing activities . . . . . Net cash provided by (used in) financing activities . . . . .
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) 1,570.5 1,452.9 2,753.6 204.9 (1,588.2) (681.6) (497.5) (37.0) (964.9) (666.9) (446.6) (33.2)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of the year . . . Effect of foreign exchange rate changes . . . . . . . . . . . . .
(982.6) 1,746.0 5.1
104.5 768.5 28.3
1,809.5 901.2 (9.4)
134.7 67.1 (0.7)
Cash and cash equivalents at the end of the year . . . . .
768.5
901.2
2,701.3
201.0
As at or for the year ended December 31, Other Consolidated Financial Information and Ratios
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Debt(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA Margin (%)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA/Cash Interest Expense (X) . . . . . . . . . . . . . . . . . Debt/EBITDA (X) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Debt/EBITDA (X) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt/Equity (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Debt/Equity (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions unless other indicated) 1,752.4 2,288.6 3,546.7 264.0 24,458.9 25,022.9 27,063.3 2,014.2 5,179.5 6,109.7 9,373.0 697.6 7,240.3 6,828.0 5,869.4 436.8 6,471.8 5,926.8 3,168.1 235.8 (699.2) (685.2) (507.8) (37.8) 1,598.4 712.2 786.8 58.6 7.2% 9.1% 13.1% 13.1% 2.5 3.3 7.0 7.0 4.1 3.0 1.7 1.7 3.7 2.6 0.9 0.9 139.8% 111.8% 62.6% 62.6% 125.0% 97.0% 33.8% 33.8%
(1)
We define EBITDA as gross profit less selling expenses and general and administrative expenses, plus depreciation and amortization, as reported in the financial statements included in this Offering Circular prepared under Indonesia FAS.
(2)
Includes non-controlling interest.
(3)
We define Net Debt as Debt less cash and cash equivalents.
(4)
EBITDA Margin is calculated as EBITDA divided by net sales. The following table reconciles our gross profit under Indonesian FAS to our definition of EBITDA for the periods indicated. For the year ended December 31, 2014 Rp Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (–) Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (–) General and administrative expenses . . . . . . . . . . . . . . . . . . . . (+) Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
3,425.6 (522.4) (1,618.5) 467.8
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,752.4
49
2015
2016
2016
Rp
Rp
US$
(Rp billions and US$ millions) 3,993.0 5,478.9 (589.9) (612.3) (1,675.1) (1,945.7) 560.7 625.8 2,288.6
3,546.7
407.8 (45.6) (144.8) 46.6 264.0
EBITDA is not a standard measure under Indonesian FAS. EBITDA should not be considered in isolation or construed as an alternative to cash flows, net income or any other measure of performance or as an indicator of operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities. EBITDA does not account for taxes, interest expense or other non-operating cash expenses. In evaluating EBITDA, we believe that investors should consider, among other things, the components of EBITDA such as revenues and operating expenses and the amount by which EBITDA exceeds capital expenditures and other charges. EBITDA presented herein may not be comparable to similarly titled measures presented by other companies. You should not compare EBITDA presented by us to EBITDA presented by other companies because not all companies use the same definition.
50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is based upon information contained in our consolidated financial statements and the related notes to these financial statements included elsewhere in this Offering Circular. You should read the following discussion and analysis in conjunction with our consolidated financial statements and the related notes to these financial statements. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. See “Forward-Looking Statements and Associated Risks” for a discussion of the risks relating to such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of factors such as those set forth under “Risk Factors” and elsewhere in this Offering Circular. Our financial statements have been prepared in accordance with Indonesian FAS. Indonesian FAS differs in certain material respects from IFRS. For a summary of significant differences between Indonesian FAS and IFRS, see “Summary of Certain Significant Differences Between Indonesian FAS and IFRS”. Overview We are one of Indonesia’s leading agri-livestock companies specializing in manufacturing and distributing animal feed and breeding poultry and cattle. Our poultry operations, which consist of animal feed production, breeding of DOCs and commercial farming and consumer products, which generated 82.8% and 83.6% of our total net sales for the years ended December 31, 2015 and 2016, respectively, are our core business activities. Our aquaculture operations generated 8.7% and 8.3% and our beef cattle operations generated 5.6% and 5.2% of our total net sales for the years ended December 31, 2015 and 2016, respectively. After establishing a leadership position in the poultry business in the Indonesian market, where poultry is the primary source of animal protein, we commenced our aquaculture and beef cattle businesses in 1988 and 2008, respectively, to diversify into secondary sources of animal protein for domestic consumption. We believe we are one of the top producers of animal protein in Indonesia. Our net sales for the years ended December 31, 2014, 2015 and 2016 were Rp24,458.9 billion, Rp25,022.9 billion and Rp27,063.3 billion (US$2,014.2 million), respectively. Factors Affecting our Business and Results of Operations Set forth below are some of the significant factors that have affected our results of operations during the period under review, as well as factors that we currently expect to affect our results of operations in the foreseeable future. Other factors beyond those identified below may materially affect our results of operations. See “Risk Factors” in this Offering Circular. Sales volumes of animal feed, poultry, aquaculture and cattle Our sales volumes depend primarily on consumer demand for our products and the end products of our customers. As Indonesia’s GDP per capita grows, we expect the consequent increase in purchasing power to increase the proportion of protein consumption in the Indonesian market, which we expect to consist primarily of poultry, seafood and beef, given the halal dietary requirements of a significant majority of the Indonesian population. Sales volumes of poultry, seafood and cattle are also affected by changes in consumer preferences, including changes in nutritional guidelines or health advisories, and outbreaks of contagious diseases such as the avian influenza. We expect changes in demand for animal feed to be in tandem with changes in macro-economic conditions in Indonesia and the demand for animal protein in the Indonesian market. Production capacity for animal feed, poultry and beef cattle We derived a significant portion of our net sales for the years ended December 31, 2014, 2015 and 2016 from our animal feed, commercial farm and DOC business segments and the results of these segments depend to a significant extent on their production capacities. The volume of animal feed and the number of broilers and DOCs that we can produce annually are dependent on the availability of sufficient production capacity to meet demand. In the past, our ability to meet demand in certain of these segments has been limited by our capacity and, as such, changes to our capacity could have a significant impact on our net sales. If required, we will look to expand our animal feed and DOC 51
production capacities in order to allow us to better meet our customer demand. Conversely, any reduction in our production capacities in these key business segments, whether due to planned maintenance or unforeseen events, may impact our ability to meet customer demand and could potentially reduce our net sales in the affected business segment. Prices of our products The prices of our DOC, broiler and beef products are affected by demand and supply conditions, the prices of raw materials that we require for production, the quality of our products and our customer relationships, which could have an impact on the demand for our products. The selling prices of our feed products typically track the prices of major imported raw materials, any increase in prices of our raw materials will generally result in an increase in our selling prices, which could have an impact on the demand for our products. Economic conditions in Indonesia and growth of the poultry industry As of December 31, 2016, substantially all of our net sales were generated from customers in Indonesia. Accordingly, our results of operations may be affected by significant changes in economic and political developments in Indonesia, which could affect the demand for and pricing of our products in the Indonesian market. We expect our business, in particular our poultry business segment and the poultry industry, to benefit directly from macroeconomic growth in Indonesia. We believe that, as income levels and disposable income available for food purchases increase in Indonesia, animal protein intake will also increase. According to Frost & Sullivan, Indonesia’s 10.1 kilograms per capita per annum chicken consumption, compared to Malaysia’s per capita per annum chicken consumption of 47.5 kilograms, is one of the lowest in Asia. We believe that we are well positioned to grow and maintain our leadership position within the Indonesian poultry market. As we grow we may incur additional debt for capital expenditure and working capital purposes. However, we believe that our profits will also increase as we grow. Prices and availability of raw materials For each of the years ended December 31, 2014, 2015 and 2016, raw materials constituted approximately 92% of the total cost of goods sold for the production of poultry feed. Corn and soybean meal constitute a significant proportion of the raw materials that we require for the production of poultry feed. Approximately 10% of our corn and 100% of our soybean meal requirements in 2016 were met by imports. Continued reliance on imported soybean meal in Indonesia is due to rising consumption of poultry products as well as the fact that soybean meal is not available in Indonesia. The demand for corn and soybean meal imports is expected to remain high in 2017. The availability and prices of these commodities are influenced by various factors, including production levels, weather conditions, epidemic diseases, global demand for such materials, fluctuations in the U.S. dollar and Rupiah exchange rate (since imported corn and soybean meal are typically priced in U.S. dollars), and changes in prices of other commodities such as crude oil. Also, local corn prices have historically adjusted to global corn prices. Any significant change in the availability or any significant increase in the price of raw materials could materially affect our cost of goods sold. Regulatory environment Our business activities and results of operations are affected by the regulatory environment in Indonesia. Changes in regulations and government policies with regard to the poultry and cattle industry could significantly impact our sales and cost of goods sold. For instance, the Indonesian government has introduced a new scheme to strengthen domestic beef production and reduce Indonesia’s reliance on cattle imports. Currently, imported feeder cattle must be accompanied by imported productive heifers for the purpose of breeding at a ratio of 1:5 (breeder:feeder ratio). This regulation has restricted our ability to import feeder cattle as the new import ratio requires vast tracks of land to grow the breeding enterprise, while the recently imposed price ceiling for retail fresh beef reduces our margins as the price of feeder cattle increases On the other hand, in an effort to counter inflationary food prices, the government continues to allow the import of buffalo meat from India. See “Risk Factors – Risks Relating to our Operations and the Industry – Our business operations and the poultry industry in general have been subject to investigations and fines and may be subject to continued supervision from KPPU and under the new Anti-Monopoly law.” 52
Seasonality The Indonesian poultry industry is subject to seasonal fluctuations in demand. Typically, poultry consumption is highest during Ramadan and lowest during the period immediately following Ramadan and during the beginning of the school year. This seasonality may cause our net sales to vary across different calendar quarters from year to year. Key Components of Our Income Statement For the year ended December 31,
Consolidated Statement of Comprehensive Income
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions) 24,458.9 25,022.9 27,063.3 2,014.2 21,033.3 21,029.9 21,584.4 1,606.5
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,425.6
3,993.0
5,478.9
407.8
Selling expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . . . . . . .
(522.4) (1,618.5)
(589.9) (1,675.1)
(612.3) (1,945.7)
(45.6) (144.8)
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,140.9)
(2,265.1)
(2,558.0)
(190.4)
Operating Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,284.6
1,727.9
2,920.9
217.4
Other Income (Expenses) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of property, plant and equipment . . . . . . Gain / (Loss) on foreign exchange – net . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.0 4.3 (77.6) (694.2) 18.2
18.1 6.1 (479.0) (681.1) 105.6
26.3 52.2 10.7 (510.5) 266.9
2.0 3.9 0.8 (38.0) 19.9
Other expenses – Net . . . . . . . . . . . . . . . . . . . . . . . . . .
(733.2)
(1,030.3)
(154.3)
(11.5)
Income before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
551.4
697.7
Tax expense (Benefit) Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166.3 (6.8)
168.8 4.4
618.9 (23.9)
46.1 (1.8)
Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159.5
173.2
595.0
44.3
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Comprehensive Income (Loss) – Net of Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
391.9
524.5
2,171.6
161.6
(61.4)
401.0
632.8
47.1
Total Comprehensive Income . . . . . . . . . . . . . . . . . .
330.5
925.5
2,804.4
208.7
2,766.6
205.9
Net Sales Net sales for each financial period is calculated by our total sales derived from our various business segments less the sales discounts that we provide to our customers and excluding sales between our business segments including, but not limited to, sales by our animal feeds and DOC segments to our commercial farm and consumer products segment. We derive our net sales primarily from the animal feeds, day-old chick, commercial farm and consumer products, aquaculture, cattle and trading and others business segments.
53
The following table sets forth information about our sales and the percentage breakdown of net sales for the periods indicated: For the year ended December 31, 2014
2015
Rp
%
Rp
2016 %
Rp
2016 US$
%
(Rp billions and US$ millions except percentages)
Sales – net sales of discounts Animal feeds . . . . . . . . . Day-old chick . . . . . . . . . Commercial farm and consumer product . . . . . Aquaculture . . . . . . . . . . Cattle . . . . . . . . . . . . . . . Trading and others . . . . Net Sales . . . . . . . . . . . . . .
9,924.8 1,220.2
40.6% 5.0%
8,954.3 1,494.0
35.8% 6.0%
9,807.8 1,932.1
730.0 143.8
36.2% 7.1%
9,412.1 2,004.9 1,360.7 536.2
38.5% 8.2% 5.6% 2.2%
10,270.4 2,183.8 1,411.8 708.6
41.0% 8.7% 5.6% 2.8%
10,893.9 2,248.2 1,396.2 785.1
810.8 167.3 103.9 58.4
40.3% 8.3% 5.2% 2.9%
24,458.9
100%
25,022.9
100%
27,063.3
2,014.2
100%
Cost of goods sold Our cost of goods sold consists mainly of the expenses associated with the purchase of raw materials and supplies for our animal feeds, commercial farm, day-old chick, aquaculture and cattle business segments, net of inter-segment eliminations. The principal contributors to costs of goods sold for each business segment are: •
Animal feeds: corn and soybean meal
•
Commercial farm: day-old chick and animal feed; Consumer products: live chickens and slaughtering costs
•
Aquaculture: soybean meal, wheat and/or wheat by-products
•
Day-old chick: animal feed and depreciation expense relating to our breeding stock
•
Cattle: cost of imported cattle
•
Trading and others: costs of the raw materials being traded, (including vaccines (Vaksindo), poultry equipment and woven bags)
Interest Income Our interest income consists of interest from deposits (Rupiah and foreign currency) and time deposits with banks. Gain on sale of property, plant and equipment Our gain on sale of property, plant and equipment consists of gains from the sale of property, plant and equipment outside of the ordinary course of business, which includes gains from sales of unused land. Gain / (loss) on foreign exchange – net Our gain on foreign exchange consists of gains and losses relating to the revaluation of our foreign currency denominated assets and liabilities including, going forward, our indebtedness under the Notes, due to currency fluctuations. General and administrative expenses Our general and administrative expenses primarily consist of expenses for employees’ salaries and benefits, defined long-term employee benefits, security, depreciation, travel, repairs and maintenance, electricity and water, office supplies, professional fees, building rental, and vehicles maintenance. 54
Selling expenses Our selling expenses primarily consist of expenses incurred for employees’ salaries and benefits, freight, sales commission, vehicle maintenance, depreciation, travel and courier services, advertising and promotion, export charges and freight forwarding. Interest expenses Our interest expenses primarily consist of interest expenses incurred on our short-term and long-term loan facilities as well as our Rupiah denominated bonds and U.S. dollar denominated bonds. See “Description of Indebtedness.” Others – net Others – net primarily consists of rental income from investment properties, tax refunds and gains/ losses on unused raw materials. Tax expense The following table sets forth the breakdown of our current and deferred tax expense for the periods indicated: For the year ended December 31, 2014 Rp
2015
2016
2016
Rp
Rp
US$
(Rp billions and US$ millions)
Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166.3 (6.8)
168.8 4.4
618.9 (23.9)
46.1 (1.8)
Total tax expense . . . . . . . . . . . . . . . . . . . . . . .
159.5
173.2
595.0
44.3
We received a notice from Indonesian tax authorities in relation to taxes due for the year ended December 31, 2016 regarding a reassessment of depreciation for certain of our assets that results in additional taxes being due in an aggregate amount of Rp22.6 billion, which will be recorded in our audited financial statements as of December 31, 2017. Translations adjustment Our translation adjustment consists of adjustments arising from the translation of certain accounts into our functional currency, Rupiah. Results of Operations Results of operations for the year ended December 31, 2016 compared to the year ended December 31, 2015 Net sales. Our net sales increased 8.2% to Rp27,063.3 billion (US$2,014.2 million) for 2016 from Rp25,022.9 billion for 2015, primarily due to general increases in demand in Indonesia across our business segments: •
Animal feeds. Sales from animal feeds increased 9.5% to Rp9,807.8 billion (US$730.0 million) for 2016 from Rp8,954.3 billion for 2015. This increase was primarily due to a 4.8% increase in sales volume.
•
Day-old chick. Sales from day-old chicks increased 29.3% to Rp1,932.1 billion (US$143.8 million) for 2016 from Rp1,494.0 billion for 2015. This increase was primarily due to a 20.9% increase in average selling price of DOC-broiler.
•
Commercial farm and consumer products. Sales from commercial farms increased 6.1% to Rp10,893.9 billion (US$810.8 million) for 2016 from Rp10,270.4 billion for 2015. This increase was primarily due to a 6.1% increase in average selling price of live birds. 55
•
Aquaculture. Sales from aquaculture increased 3.0% to Rp2,248.2 billion (US$167.3 million) for 2016 from Rp2,183.8 billion for 2015. This increase was primarily due to a 5.4% increase in aquafeed sales volume.
•
Cattle. Sales from cattle decreased 1.1% to Rp1,396.2 billion (US$103.9 million) for 2016 from Rp1,411.8 billion for 2015. This decrease in sales volume of cattle was primarily due to government restrictions on feeder cattle imports. This was partially offset by a 10.0% increase in selling price.
•
Trading and others. Sales from other items increased 10.8% to Rp785.1 billion (US$58.4 million) for 2016 from Rp708.6 billion for 2015. This increase was primarily due to increased sales in woven plastic bags, poultry equipment and animal health.
Cost of goods sold. Our cost of goods sold increased slightly to Rp21,584.4 billion (US$1,606.5 million) in 2016 from Rp21,029.9 billion in 2015. This increase was primarily due to an increase in sales partially offset by a decrease in feed costs. Gross profit. Our gross profit increased 37.2% to Rp5,478.9 billion (US$407.8 million) for 2016 from Rp3,993.0 billion for 2015, and our gross margin increased to 20.2% in 2016 from 16.0% in 2015, as a result of the above factors. Sales contribution from poultry feed increased to 83.6% for 2016 from 82.8% for 2015. General and administrative expenses. Our general and administrative expenses increased 16.2% to Rp1,945.7 billion (US$144.8 million) for 2016 from Rp1,675.1 billion for 2015. This increase was primarily due to an increase in salaries and employee benefits, mainly as a result of an increase in the number of employees to 19,964 as at December 31, 2016 from 19,232 as at December 31, 2015. Selling expenses. Our selling expenses increased 3.8% to Rp612.3 billion (US$45.6 million) for 2016 from Rp589.9 billion for 2015. This increase was primarily due to an increase in salaries and employee benefits which increased 11.9%, because of the increased number of employees, partially offset by a 14.6% decrease in freight costs. Operating profit. Our operating profit increased 69.0% to Rp2,920.9 billion (US$217.4 million) for 2016 from Rp1,727.9 billion for 2015. The operating margin of Company increased to 10.8% for 2016 from 6.9% from 2015. Interest expenses. Our interest expenses decreased 25.0% to Rp510.5 billion (US$38.0 million) for 2016 from Rp681.1 billion for 2015. This decrease was primarily due to the 14% decrease in interest bearing debt to Rp5,867.9 billion in 2016 from Rp6,821.0 billion in 2015. Other income/(expenses): •
Interest income. Interest income increased 45.3% to Rp26.3 billion (US$2.0 million) for 2016 from Rp18.1 billion for 2015, primarily due to interest from the investment of the cash proceeds from the 2016 investment by KKR and from the Rupiah denominated bond issued in December 2016.
•
Gain on sale of property, plant and equipment. Gain on sale of property, plant and equipment increased to Rp52.2 billion (US$3.9 million) for 2016 from Rp6.1 billion for 2015. The increase was primarily due to the sale of Riveren and Inverway Stations, Australia, together with the assets located on the properties (not including the sale of cattle, inventories, and other current assets, which was recognized as part of “Others – net”).
•
Gain on foreign exchange – net. Gain on foreign exchange – net increased to Rp10.7 billion (US$0.8 million) for 2016 from a loss of Rp479.0 billion for 2015, primarily due to unrealized foreign exchange gain arising from the translation of the U.S. dollar bond outstanding balance at year end, which was caused by the strengthening of the Rupiah against the U.S. dollar.
•
Others – net. Income relating to other items increased 152.7% to Rp266.9 billion (US$19.9 million) for 2016 from Rp105.6 billion for 2015. The increase was primarily due to the gain on sale of cattle at the Riveren and Inverway Stations amounting to Rp224.0 billion. 56
Income before tax. Our income before tax increased 296.5% to Rp2,766.6 billion (US$205.9 million) for 2016 from Rp697.7 billion for 2015. Tax expenses. Tax expenses increased 243.5% to Rp595.0 billion (US$44.3 million) for 2016 from Rp173.2 billion for 2015, primarily due to the increase in income before tax. Net income. As a result of the foregoing factors, our net income increased 314% to Rp2,171.6 billion (US$161.6 million) for 2016 from Rp524.5 billion for 2015. Results of operations for the year ended December 31, 2015 compared to the year ended December 31, 2014 Net sales. Our net sales increased 2.3% to Rp25,022.9 billion (US$1,813.9 million) for 2015 from Rp24,458.9 billion for 2014, primarily due to general increases in demand in Indonesia across our business segments: •
Animal feeds. Sales from animal feeds decreased 9.8% to Rp8,954.3 billion (US$649.1 million) for 2015 from Rp9,924.8 billion for 2014. This decrease was primarily due to a 6.0% decrease in sales volume.
•
Day-old chick. Sales from day-old chicks increased 22.4% to Rp1,494.0 billion (US$108.3 million) for 2015 from Rp1,220.2 billion for 2014. This increase was primarily due to a 19.4% increase in average selling price of DOC-broiler. The Indonesian poultry industry faced an oversupply of DOCs starting from the third quarter of 2014. This resulted in significantly lower average selling prices of DOC, which in turn caused volatility in broiler prices. The imbalance recovered in the second half of 2015, which led to the stabilization of the price of DOC thereafter.
•
Commercial farm and consumer product. Sales from commercial farms increased 9.1% to Rp10,270.4 billion (US$744.5 million) for 2015 from Rp9,412.1 billion for 2014. This increase was primarily due to a 7.2% increase in average selling price of live birds.
•
Aquaculture. Sales from aquaculture increased 8.9% to Rp2,183.8 billion (US$158.3 million) for 2015 from Rp2,004.9 billion for 2014. This increase was primarily due to a 3.9% increase in aquafeed average selling price.
•
Cattle. Sales from cattle increased 3.8% to Rp1,411.8 billion (US$102.3 million) for 2015 from Rp1,360.7 billion for 2014. This increase was primarily due to a 7.2% increase in the selling price for cattle.
•
Trading and others. Sales from trading and other items increased 32.2% to Rp708.6 billion (US$51.4 million) for 2015 from Rp536.2 billion for 2014. This increase was primarily due to increased sales from woven plastic bags and copra pellet.
Cost of goods sold. The cost of goods sold in 2015 was relatively stable, compared to 2014, at approximately Rp21 trillion. Gross profit. Our gross profit increased by 16.6% to Rp3,993.0 billion for 2015 from Rp3,425.6 billion for 2014. Our gross margin increased to 16.0% in 2015 from 14.0% in 2014, largely as a result of increased sales for all business segments. Sales contribution in DOC and commercial farm and consumer products in 2015, increased compared to sales contribution in 2014, which contributed to this improvement in our overall gross margin. General and administrative expenses. Our general and administrative expenses increased 3.5% to Rp1,675.1 billion for 2015 from Rp1,618.5 billion for 2014. This increase was primarily due to a 28.1% increase in security and a 5.3% increase in long term employee benefits. Selling expenses. Our selling expenses increased 12.9% to Rp589.9 billion for 2015 from Rp522.4 billion for 2014. This increase was primarily due to a 13.7% increase in salaries and employee benefits and a 19.5% increase in freight costs, which increased by Rp21.0 billion and Rp21.4 billion, respectively. 57
Operating profit. Our operating profit increased 34.5% to Rp1,727.9 billion for 2015 from Rp1,284.6 billion for 2014. Poultry feed remains the major contributor to the Company’s continuing profitability. The Company continues to undertake anticipatory measures against an oversupply in the market by limiting its expansionary capital expenditure, particularly in terms of production capacity. The efficiency in our operations was demonstrated by an increase in the operating margin to 6.9% in 2015 from 5.3% in 2014 Interest expenses. Interest expenses decreased 1.9% to Rp681.1 billion for 2015 from Rp694.2 billion for 2014, primarily due to the declining amount of bank loans. Other income/(expenses): •
Interest income. Interest income increased 13.1% to Rp18.1 billion for 2015 from Rp16.0 billion for 2014, primarily due to an increase in interest income from financial assets in 2015 compared to 2014.
•
Gain on sale of property, plant and equipment. Gain on sale of property, plant and equipment increased to Rp6.1 billion for 2015 from Rp4.3 billion in 2014.
•
Loss on foreign exchange – net. Loss on foreign exchange – net increased to Rp479.0 billion for 2015 from Rp77.6 billion for 2014 as we had a loss in 2015. The loss on foreign exchange was primarily due to an unrealized foreign exchange loss arising from the translation of the U.S. dollar bond outstanding balance at year end, which was caused by the weakening of the Rupiah against the U.S. Dollar.
•
Others Income. Income relating to other items increased 480.2% to Rp105.6 billion (US$7.7 million) for 2015 from Rp18.2 billion for 2014, primarily due to a buyback of the U.S. dollar bond that resulted in a gain equivalent to Rp86.4 billion.
Income before tax. Our income before tax increased 26.5% to Rp697.7 billion for 2015 from Rp551.4 billion in 2014. Tax expenses. Tax expenses increased 8.6% to Rp173.2 billion for 2015 from Rp159.5 billion for 2014, primarily due to higher earnings of the Company. Net income. As a result of the foregoing factors, our net income increased 33.8% to Rp524.5 billion for 2015 from Rp391.9 billion in 2014. Liquidity and Capital Resources We have historically financed our capital requirements primarily through funds generated by our operations, bank financings and the issuance of Rupiah and U.S. dollar denominated bonds. Our primary capital requirements have been used for capital expenditure and working capital purposes. We believe that we will have sufficient capital resources from our operations, the net proceeds of this offering and financing from banks to meet our capital requirements for at least the next 12 months. Subject to restrictions in our existing indebtedness, we may incur further indebtedness in connection with the operation of our business, which may result in an increase in our interest expenses. At certain times of the year our working capital requirements increase significantly as we bulk purchase certain raw materials. These consist of the bulk purchase of corn following the domestic corn harvest and the purchase of additional day-old chicks in the months leading up to Ramadan. We finance these working capital requirements through our working capital facilities. In August 2016, global investment firm KKR invested in PT Japfa Comfeed Indonesia Tbk through a private placement of Rp701.7 billion, where the Company issued 750 million new shares to KKR. Primary proceeds from KKR’s investment will be used to strengthen the Company’s balance sheet through deleveraging. As of December 31, 2016, we had cash and cash equivalents of approximately Rp2,701.3 billion (US$201.0 million) and had available credit lines of Rp3,042.6 billion (US$226.4 million). The high closing cash balance at year end comprises Rp990.4 billion from the IDR bond issued in December 1, 2016, which was in preparation for the repayment of an Rupiah denominated bond which was repaid in January 2017. For a description of our working capital facilities, see “Description of Indebtedness”. 58
Liquidity The following table sets forth information regarding our cash flows for the years ended December 31, 2014, 2015 and 2016, and our cash and cash equivalents at the end of each period: For the year ended December 31, 2014 Consolidated Cash Flow Data
Rp
2015
2016
2016
Rp
Rp
U$
(Rp billions and US$ millions)
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . Effect of foreign exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at the end of the year or period . . . . . . . . . . . . . . . .
1,570.5
1,452.9
2,753.6
204.9
(1,588.2)
(681.6)
(497.5)
(37.0)
(964.9)
(666.9)
(446.6)
(33.2)
(982.6)
104.5
1,809.5
134.7
1,746.0
768.5
901.2
67.1
5.1
28.3
768.5
901.2
(9.4) 2,701.3
(0.7) 201.0
Cash flows provided by (used in) operating activities In 2016, our net cash provided by operating activities was Rp2,753.6 billion (US$204.9 million), consisting of cash receipts from customers of Rp27,016.2 billion and cash receipts from income tax refund of Rp236.6 billion, partially offset by cash payments to suppliers and others of Rp22,369.7 billion, employee remuneration of Rp1,146.6 billion, income tax paid of Rp419.4 billion and interest paid of Rp507.8 billion and final tax paid on revaluation of property, plant and equipment of Rp55.8 billion. In 2015, our net cash used in operating activities was Rp1,452.9 billion, consisting of cash payments to suppliers and others of Rp21,957.2 billion, employee remuneration of Rp997.3 billion, interest paid of Rp685.2 billion, income tax paid of Rp132.8 billion and final tax paid on revaluation of property, plant and equipment, partially offset by cash receipts from customers of Rp25,097.2 billion and cash receipts from income tax refund of Rp153.3 billion. In 2014, our net cash provided by operating activities was Rp1,570.5 billion, consisting of cash receipts from customers of Rp24,404.5 billion and cash receipts from income tax refund of Rp40.2 billion, partially offset by cash payments to suppliers and others of Rp20,762.4 billion, employee remuneration of Rp1,023.4 billion, interest paid of Rp699.2 billion and income tax paid of Rp389.2 billion. Cash flows provided by (used in) investing activities In 2016, our net cash used in investing activities was Rp497.5 billion (US$37.0 million), consisting cash payments of Rp786.8 billion used for the acquisition of property, plant and equipment, Rp20.8 billion used for investment in shares of stock, Rp9.9 billion in acquisitions of software and Rp0.8 billion in security deposits, partially offset by cash receipts of Rp287.6 billion of proceeds from sale of property, plant and equipment, Rp26.3 billion cash from interest received, and Rp6.9 billion of proceeds from sale on investment properties. In 2015, our net cash used in investing activities was Rp681.6 billion, consisting of cash payments of Rp708.5 billion used for the acquisition of property, plant and equipment, Rp12.7 billion used for the acquisition of software, Rp0.8 billion in increase of security deposits and Rp0.04 billion used for acquisition of investment properties, partially offset by cash receipts of Rp13.2 billion from sale of property, plant and equipment, Rp18.1 billion of interest received, Rp8.0billion of proceeds from sale of 59
unused asset, Rp1.0 billion of proceeds from sale of investment properties, and Rp0.08 billion as a cash inflow at acquisition date from an acquired subsidiary. In 2014, our net cash used in investing activities was Rp1,588.2 billion, consisting of cash payments of Rp1,598.4 billion used for the acquisition of property, plant and equipment,Rp14.8 billion for acquisition of software, Rp10.6 billion for acquisition of unused assets, Rp4.5 billion as payment of the increase in security deposit, and Rp0.2 billion for acquisition of investment in shares of stock, partially offset by cash receipts of Rp20.8 billion of proceeds from sale of property, plant and equipment, Rp16.0 billion of interest received, Rp3.0 billion from the withdrawal of temporary investments, Rp0.2 billion of proceeds from the sale of unused assets, and Rp0.2 billion of proceeds from the sale of investment properties. Cash flows provided by (used in) financing activities In 2016, our net cash provided by financing activities was Rp446.6 billion (US$33.2 million), consisting of proceeds of a bond issuance of Rp990.4 billion and proceeds from the issuance of capital stock of Rp701.7 billion, the KKR investment of Rp701.7 billion in the Company through a private placement of 750 million new shares, partially offset by payment of short term bank loans of Rp1,103.7 billion, payments of long term bank loans of Rp713.7 billion, payments of dividends of Rp239.6 billion, payments related to a reduction in bonds payable of Rp73 billion, payments for the acquisition of shares to non-controlling interest of subsidiaries of Rp3.2 billion, payments to purchase property, plant and equipment of Rp3.1 billion and payments of lease liability of Rp2.4 billion. In 2015, our net cash used in financing activities was Rp666.9 billion, consisting of the drawdown of long term bank loans of Rp308.0 billion, and proceeds from the issuance of shares to non-controlling interests of subsidiaries of Rp4.5 billion, partially offset by payments of long term bank loans of Rp392.2 billion, payments of short term bank loans of Rp360.9 billion, payments related to reduction in bonds payable of Rp222.3 billion, payments of lease liabilities of Rp3.1 billion and payments to purchase property, plant and equipment of Rp0.8 billion. In 2014, our net cash used in financing activities was Rp964.9 billion, consisting of payments of short term bank loans of Rp548.6 billion, payments of long term bank loans of Rp393.6 billion, payments for the acquisition of shares to non-controlling interest of subsidiaries of Rp220.0 billion, payments of dividends of Rp106.4 billion, payments of lease liabilities of Rp4.0 billion and payments to purchase property, plant and equipment of Rp2.8billion, partially offset by the drawdown of long-term bank loans of Rp310.6 billion. Contractual Obligations and Commitments The following table sets forth our contractual obligations and commitments to make future payments under our total debt and finance lease obligations as of December 31, 2016: As at December 31, 2016 Payment due by period Less than 1 year
Total (Rp billion)
Short term bank loans . . . . . . . . . . . Trade Payables Related Parties . . . . . . . . . . . . . . . Third Parties . . . . . . . . . . . . . . . . . Other account payable to third parties . . . . . . . . . . . . . . . . . . . . Accrued expense . . . . . . . . . . . . . . . Long term bank loans . . . . . . . . . . . Liability of purchase property, plant and equipment . . . . . . . . . . . . Lease liabilities . . . . . . . . . . . . . . . . . Bonds payable . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . .
(US$ million)
1-2 year
3-5 year
More than 5 years
(Rp billion)
759.2
56.6
759.2
–
–
–
1,143.9 1,173.0
87.3 85.1
1,143.9 1,173.0
– –
– –
– –
210.9 211.3 –
15.7 15.7 –
210.9 211.3 –
– –
– –
– –
0.3 1.1 5,108.73
0.0 0.1 380.2
0.1 1.0 1,500.00
0.2 0.2 2,618.1
– – 990.6
– – –
8,608.5
640.7
4,999.4
2,618.5
990.6
–
60
Capital Expenditure The following table sets forth information regarding our total capital expenditure for the years ended December 31, 2014, 2015 and 2016: For the years ended December 31, 2014
2015
2016
2016
Rp
Rp
Rp
US$
(Rp billions and US$ millions)
Animal feeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Day-old-chick . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial farm and consumer product . . . . . . . . . . Aquaculture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading and others . . . . . . . . . . . . . . . . . . . . . . . . . . .
273.6 673.5 147.1 358.5 35.6 110.1
132.3 131.9 112.0 147.8 35.4 152.6
127.7 155.7 146.5 91.3 30.0 235.6
9.5 11.6 10.9 6.8 2.2 17.5
Total capital expenditures . . . . . . . . . . . . . . . . . . . .
1,598.4
712.2
786.8
58.6
Off Balance Sheet Arrangements We do not have any off-balance sheet liabilities that are not reflected in our financial statements. See note 35 in the Notes to the Consolidated Financial Statements for the years ending December 31, 2016 and 2015 included elsewhere in this Offering Circular. Quantitative and Qualitative Disclosures about Market Risks Our business exposes us to a variety of financial risks, including interest rate, foreign exchange, credit and liquidity risks. The following discussion summarizes our exposure to interest rate, foreign exchange, credit and liquidity risks and our policies to address these risks. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions about us. These statements are based upon current expectations and projections about future events. There are important factors that could cause our actual results and performance to differ materially from such forward-looking statements, including those risks discussed under “Risk Factors.” Exchange Rate Risk We are exposed to exchange rate risk primarily as a result of our U.S. dollar denominated bonds. In addition, for the year ended December 31, 2016, the majority of our cost of goods sold were denominated in or linked to foreign currencies, the bulk of which were U.S. dollar denominated or linked with the remainder denominated in Australian dollars and Singapore dollars. For the same period, the majority of our net sales were denominated in Rupiah. As a result, we are exposed to certain amounts of risk in the fluctuation in the exchange rates between the U.S. dollar and the Rupiah. We seek to manage this risk by effectively managing our raw material inventory and entering into substantial agreements at advantageous prices wherever possible. We also typically manage to pass on any increases in raw material costs to our customers. We actively monitor and hedge our foreign exchange exposure and will continue to do so in the future. Interest Rate Risk We are exposed to interest rate risk primarily as a result of bank loans, lease liabilities and bonds issued by us. We manage our interest expenses through a mix of fixed rate and variable rate debt by evaluating trends in market rates and conducting assessments of interest rates offered by creditors to obtain the most favorable interest rate before making any decision to enter into any new financing. Credit Risk We are exposed to credit risk primarily from our deposit of cash and cash equivalents with banks, short-term investments, time deposits, trade accounts receivable from third parties and other accounts receivable, in the event of non-performance by our customers or the counterparties to our contracts. We continuously monitor our positions with, and credit quality of, the financial institutions that are counterparties to our financial instruments, as well as other contractual counterparties. 61
Liquidity Risk We are subject to the risk that we will not have sufficient funds to meet our operating requirements and financial obligations when they fall due. We manage our liquidity risk by maintaining a level of cash and cash equivalents we deem adequate to finance our operations and to mitigate the effects of fluctuations in cash flows. We also regularly evaluate our projected and actual cash flows, including our loan maturity profiles, and continuously assess conditions in the financial markets for opportunities to obtain optimal funding sources. Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with Indonesian FAS. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. We continually evaluate such estimates and judgments. Actual results may differ from these estimates under different assumptions or actual conditions. In order to provide an understanding of how our management forms their judgment about future events, including the variables and assumptions underlying our estimates, and the sensitivity of judgments to different circumstances, we have identified the critical accounting policies discussed below. For more details, see Notes 2 and 3 to our consolidated financial statements included in this Offering Circular for the Significant Accounting and Financial Reporting Polices and Management Use of Estimates, Judgments and Assumptions. Judgments The following judgments are made by management in the process of applying the Company’s accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements: a.
Consolidation of Entities in which the Company Holds 50% Management considers that the Company controls PT Indojaya Agrinusa (IAG) even though it owns only 50% of the voting rights since it has the power to govern the operating and financial policies of IAG.
b.
Functional Currency In the process of applying the Company’s accounting policies, management has made a judgment on the determination of functional currency of the Company’s foreign subsidiaries. The functional currency of the Company and its subsidiaries is the currency of the primary economic environment in which each of them operates. It is the currency, among others, that mainly influences sales prices for goods and services, and of the country whose competitive forces and regulations mainly determine the sales prices of its goods and services, and the currency in which funds from financing activities are generated.
c.
Classification of Financial Assets and Financial Liabilities The Company determines the classification of certain assets and liabilities as financial assets and liabilities by judging if they meet the definition set forth in PSAK No. 55. Accordingly, financial assets and liabilities are accounted for in accordance with the Company’s accounting policies disclosed in Note 2 to the consolidated financial statements included below.
d.
Financial Assets Not Quoted in Active Market The Company classifies financial assets by evaluating, among others, whether the asset is quoted or not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market is the determination on whether quoted prices are readily and regularly available, and whether those prices represent actual and regularly occurring market transactions on an arm’s length basis. 62
e.
Allowance for Impairment of Financial Assets Allowance for impairment losses is maintained at a level considered adequate to provide for potentially uncollectible receivables. The Company assesses specifically at each consolidated statement of financial position date whether there is objective evidence that a financial asset is impaired (uncollectible). The level of allowance is based on past collection experience and other factors that may affect collectability such as the probability or insolvency or significant financial difficulties of the debtors or significant delay in payments. If there is objective evidence of impairment, timing and collectible amounts are estimated based on historical loss data. Allowance is provided on accounts specifically identified as impaired. Loans and receivables written off are based on management’s decision that the financial asset is uncollectible or cannot be realized. Evaluation of receivables to determine the total allowance to be provided is performed periodically during the year. Therefore, the timing and amount of allowance recorded at each period might differ based on the judgments and estimates that have been used.
f.
Lease Commitments Operating lease commitments – Company as lessee The Company has entered into various lease agreements for commercial spaces. The Company has determined that these are operating leases since the Company does not bear substantially all the significant risks and rewards of ownership of the related assets. Operating lease commitments – Company as lessor The Company has entered into various commercial lease agreements. The Company has determined that these are operating leases since the Company bears substantially all the significant risks and rewards of ownership of the related assets. Finance lease commitments – Company as Lessee The Company has entered into transportation leases. The Company has determined that these are finance leases since it has been granted options to purchase at the end of the lease term and it bears substantially all the significant risks and rewards of these properties.
Estimates and Assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the relevant dates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the following financial period are disclosed below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur: a.
Fair Value of Financial Assets and Financial Liabilities Indonesian Financial Accounting Standards require measurement of certain financial assets and liabilities at fair value, and the disclosure requires the use of estimates. Significant components of the fair value measurement are based on verifiable objective evidence (i.e. foreign exchange rate, interest rate), while the timing and the amount of changes in fair value are based on the valuation method used, and different valuation methods could result in differing timings and amounts.
b.
Revaluation of Property, Plant and Equipment The Company measures buildings and machines at revalued amounts with changes in fair value being recognized in other comprehensive income. The Company engaged independent valuation 63
specialists to determine the fair value of these assets. The fair value of property, plant and equipment which falls within level 2 of the fair value hierarchy was determined using a market data approach and/or cost approach. Elements used in data comparison to determine the fair value of assets, among others, are market condition, location, type and rights on property and physical characteristics. c.
Estimated Useful Lives of Investment Properties, Property, Plant and Equipment, Plantations and Unused Assets The useful life of each of the items of the Company’s investment properties, property, plant and equipment, plantations and unused assets are estimated based on the period over which the asset is expected to be available for use. Such estimation is based on a collective assessment of similar businesses, internal technical evaluations and experience with similar assets. The estimated useful life of each asset is reviewed periodically and updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the assets. It is possible, however, that future results of operations could be materially affected by changes in the amounts and timing of recorded expenses brought about by changes in the factors mentioned above. A reduction in the estimated useful life of any item of investment properties, property, plant and equipment, plantations and unused assets would increase the recorded depreciation and decrease the carrying values of these assets.
d.
Impairment of Goodwill and Other Intangibles Intangible assets, other than goodwill, are reviewed for impairment whenever impairment indicators are present. For goodwill, impairment testing is required to be performed at least annually irrespective of whether or not there are indications of impairment. Determining the value in use of assets requires the estimation of cash flows expected to be generated from the continued use and ultimate disposition of such assets (CGU) and a suitable discount rate in order to calculate the present value. While it is believed that the assumptions used in the estimation of the value in use of assets reflected in the consolidated financial statements are appropriate and reasonable, significant changes in this assumption may materially affect the assessment of recoverable values and any resulting impairment loss could have a material adverse impact on the results of the Company’s operations.
e.
Impairment of Non-financial Assets Impairment review is performed when certain impairment indicators are present. Determining the fair value of assets requires the estimation of cash flows expected to be generated from the continued use and ultimate disposition of such assets. Any significant changes in the assumptions used in determining the fair value may materially affect the assessment of recoverable values and any resulting impairment loss could have a material impact on results of operations.
f.
Long-term Employee Benefits The determination of the long-term employee benefits is dependent on the selection of certain assumptions used by an actuary in calculating such amounts. Those assumptions include, among others, the rate of salary increase, and the discount rate. Actual results that differ from the Company’s assumptions are charged to comprehensive income and therefore, affect the recognized comprehensive income and recorded obligations in those periods. While it is believed that the Company’s assumptions are reasonable and appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the amount of long-term employee benefits owed.
g.
Deferred Tax Assets Deferred tax assets are recognized for all temporary differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases to the extent that it is probable that taxable profit will be available against which the temporary differences can be 64
utilized. Significant management estimates are required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. New Financial Accounting Standards Financial Accounting Standards Effective January 1, 2017 and 2018 The Institute of Indonesia Chartered Accountants has issued the following new Statement of Financial Accounting Standards (PSAK), amendments to PSAKs and new Interpretation of Financial Accounting Standards (ISAK) which will be effective beginning January 1, 2017, except for Amendment to PSAK No. 16 and PSAK No. 69 which will be effective on January 1, 2018: PSAK 1.
PSAK No. 1, Presentation of Financial Statements: Disclosure Initiative
2.
PSAK No. 16, Agriculture: Bearer Plants
3.
PSAK No. 69, Agriculture
ISAK 1.
ISAK No. 31, Interpretation of Framework of PSAK 13: Investment Properties
The Company is still evaluating the effects of these PSAKs and this ISAK and has not yet determined the related effects on the consolidated financial statements.
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INDUSTRY OVERVIEW Unless otherwise specified, market data and certain forecasts used throughout this Offering Circular have been obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information that they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of that information is not guaranteed. Similarly, forecasts and market research, while believed to be reliable, have not been independently verified, and the Initial Purchaser doesn’t make any representation as to the accuracy of that information. The Initial Purchaser or any of their respective advisors have not independently verified the information set forth in this section. The statistical and graphical information contained in this section-including historical data was produced by compiling, interpreting and analyzing, production, economic, statistical and technical information from many third-party sources. This information was obtained from sources believed by the Company to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Forecasts and assumptions included in this section are inherently uncertain because of events or combinations of events that cannot reasonably be foreseen, including, without limitation, the actions of governments, individuals, third parties and competitors. The Indonesian animal protein consumption primarily comprises seafood (captured fish and aquaculture), meat (poultry, beef and pork) and eggs. The Indonesian animal meat protein consumption has seen strong growth from 2010 to 2015 of 10.4 percent per annum (excluding seafood) (Figure 1). Poultry has been the fastest growing meat segment with a CAGR of 13.0% over the same period. This healthy growth was driven by Indonesia’s large working and middle class population and lower production cost stemming from more efficient feed conversion ratios (as compared to pork and beef). Increasing income levels and a dietary shift to a higher-protein diet further support the country’s poultry meat industry. Figure 1: Indonesia meat consumption (Thousand tons) 4,000 2010-2015 C
3,500
AGR: 10.4%
3,370 2,919
3,000 2,500
3,095
2,608 2,342 2,052
2,000 1,500 1,000 500 0
2010
2011 Poultry
2012
2013 Beef and veal
2014
2015 Pork
Source: Frost & Sullivan, 2017.
Beef consumption grew by 3.9 per cent per annum in recent years (2010-2015) and remains the animal protein of choice for the higher income group. The beef industry has been dependent on imports which were expected to account for approximately 20-25% of the Indonesian consumption in 2015 as per international agencies. Growth in the beef segment has been constrained by limitations in domestic supply infrastructure as well as frequent and recent regulatory interventions on beef imports.
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The pork industry grew by 1.0 per cent per annum over the 2010-2015 period, catering mainly to the non-Muslim population in Indonesia. The large Muslim population in Indonesia limits the future potential of the pork industry growth. The major meat alternatives are ‘tempeh’, tofu and eggs, which witness a rise in consumption in periods of economic tightening. Tempeh is the most popular and cheapest protein product and is a staple protein of choice for the lower income segment of the population. POULTRY Overview Poultry meat remains the largest animal protein source in Indonesia accounting for approximately 77 percent of meat consumption (excluding seafood) in the country. Consumers in poorer areas such as Kalimantan, Sulawesi and West Papua still rely on fish as their main protein source. The annual per capita consumption of poultry meat has grown at 11.9 percent per annum increasing from 5.8 kg to 10.2 kg between 2010 and 2015. Indonesian poultry meat per capita consumption has grown slightly above the total meat consumption per capita and comparatively at a faster pace than pork and beef over the same period (Figure 2). Figure 2: Indonesia per capita meat consumption (kg per annum)
8.4
15
13.2 10.2
10 5.8 5
2.8
2.4 0.2
0
0.2 2010
2015
Pork
Poultry
Beef and veal
Source: Frost & Sullivan, 2017. Circles represent the total meat consumption per capita.
The Indonesian poultry industry is self-sufficient as demand has been on relatively similar levels compared to production (Figure 3). Despite dependence on imported feed and DOC oversupply, poultry meat production and consumption have grown at approximately 15 percent and approximately 13 percent per annum respectively over the 2010-2015 period. Figure 3: Poultry meat production and demand 4,000
300
3,500 3,000
250
2,500 2,000
200
1,500 1,000
150
500 0
2010
2011
Production ('000 tons - LHS)
2012
2013 Demand (‘000 tons - LHS)
Source: Frost & Sullivan, 2017.
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2014
2015 Population (mn - RHS)
100
Industry Structure The breeding industry in Indonesia is led by a handful of large-scale producers that are involved in most levels of the value chain from feed production to value-added processing. Smallholders are mostly involved through contract farming with commercial producers for broiler production. About 66 percent of broiler production was located in Java in 2016 (Figure 4). The industry has been largely concentrated in Java but in recent years has seen expansion in Sumatra, Kalimantan and Sulawesi. Figure 4: Indonesia Broiler Population 2016 Others 2%
Sulawesi 5% Kalimantan 13%
Sumatra 14% Java 66%
Source: BPS Indonesia.
The industry is very fragmented taking into account non-integrated companies and small farmers. However only a few companies, such as PT Charoen Pokphand Indonesia Tbk (“CP Indonesia”) and Japfa, have businesses ranging from DOC breeding farms, poultry feed and rearing and vaccines to processing. Integrated companies often can have more efficient operations, more diversified business risks, better profitability across cycles and present higher barriers to entry for new entrants. Farmers usually purchase DOCs as well as poultry feed from the integrated players. CP Indonesia, Japfa, Cheiljedang Corp. (“CJ”) and PT Malindo Feedmill Tbk (“Malindo”) are among the top DOC producers in the country (Figure 5). Figure 5: Indonesia DOC production share 2015 (Percent)
Others 12% Malindo 4% CJ 8% CP Indonesia 47%
Japfa 29% Source: Frost & Sullivan, 2017.
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KEY DRIVERS AND RISKS Increasing population and economic growth Statistically it has been observed that economic growth has strong correlation with the poultry meat consumption of a country (Figure 6). Figure 6: GDP per capita (USD)/ Poultry meat consumption correlation (2015) (2015 poultry meat consumption per capita and GDP per capita of select countries)
Consumption / Capita (Kg)
60
United States
Malaysia
50
Saudi Arabia Brazil
40
Argentina Canada
Singapore
South Africa 30 Mexico
Russia
Iran 20 Vietnam
Philippines Thailand China
10 Indonesia Pakistan India
0 -
10,000
20,000
30,000
40,000
50,000
60,000
GDP / Capita (USD)
Source: Frost & Sullivan, 2017.
Indonesia’s GDP growth (constant prices) has performed strongly in recent years despite global economic issues as it outperformed world GDP (constant prices) growth over the 2013-2016E period, and is expected to grow at 5.3% in 2017E, according to IMF. Strong economic growth forecast coupled with population growth is expected to increase poultry consumption in the country (Figure 7 and 8). Per capita animal protein consumption is likely to accelerate on the back of economic growth and the rise in income per capita. Figure 7: Historical and forecasted GDP growth (constant prices) 8.0% 7.0% 6.0%
5.6% 5.0%
5.0%
4.8%
4.9%
2015
2016E
5.5%
5.8%
2018E
2019E
5.3%
4.0% 3.0%
2013
2014
2017E
GDP growth (%, constant prices)
Source: IMF.
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Figure 8: GDP per capita (current prices) 5,000 4,500 4,000 3,500 3,000 2,500
2013
2014
2015 2016E 2017E GDP per capita, current prices (US$)
2018E
2019E
Source: IMF.
Low per capita consumption At 10.1 kg per capita, Indonesia’s annual poultry meat consumption per capita is still one of the lowest among key SEA countries, thereby offering opportunities to increase the consumption levels in the country (Figure 9). Figure 9: Southeast Asia per capita poultry meat domestic consumption (2015) (Kg/annum) 60 47.5
50 40
Average (excl. Indonesia): 19.7
30 20 10.1
11.7
9.9
9.7
Philippines
Vietnam
Thailand
10 0
Indonesia
Malaysia
Source: Frost & Sullivan, 2017.
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Cheap protein source Poultry meat is one of the cheapest sources of protein and is expected to benefit from the growing consumption of animal protein. The increasing gap in meat prices (compared to beef) is supportive of poultry consumption (Figure 10). Further, regulations on beef imports are also supportive of growth in poultry. Pork on the other hand is limited by religious considerations, given the large Muslim population in Indonesia. Finally, growing health consciousness and belief that white meat is healthier than red meat are also likely to support poultry consumption in Indonesia. Figure 10: Indonesia domestic meat price (Average price, IDR/Kg) 120,000 100,000 80,000 60,000 40,000 20,000 0
2014
2015 Beef
2016 Chicken
Source: Ministry of Trade, Indonesia (Kemendag).
Key risks The industry continues to be exposed to disease outbreaks such as Avian Influenza (“AI”). While larger integrated companies have invested in biosecurity measures, there remains a need to invest collectively into preventive measures. The poultry industry is also exposed to volatility in raw material costs and exchange rates. Finally, the Indonesian Government has also raised import duties in the past, and there is a risk that the industry’s costs increase due to a future increase in similar duties. ANIMAL FEED Overview The Indonesian animal feed production increased at a CAGR of approximately 13%, growing from 9.1 million tons in 2010 to 16.7 million tons in 2015. To keep pace with feed demand the installed production capacity of the industry also increased at a CAGR of approximately 8%, growing from 14.0 million tons in 2010 to 21 million tons in 2015 (Figure 11). Figure 11: Indonesia animal feed capacity and production volume (%)
(million tons) 30.0
100%
75% 20.0 50% 10.0 25%
0.0
2010
2011
2012
2013
Production (LHS)
Capacity (LHS)
Source: Frost & Sullivan, 2017.
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2014
2015 Utilisation (RHS)
0%
The growth of Indonesia’s animal feed industry has been driven by the poultry industry, which constituted 87 percent of domestic feed production capacity in 2015. The animal feed industry is consolidated with the top five players accounting for 73 percent of total capacity. These companies are also leading players in the poultry feed and DOC production sector. Figure 12: Indonesia animal feed production capacity share 2015
Figure 13: Indonesia poultry feed production capacity share 2015
(Percent)
(Percent)
Others 27%
Others 22%
CP Indonesia 32%
CP Indonesia 34%
Sierad 5% Sierad 5% CJ 7% Malindo 7%
CJ 7% Malindo 8%
Japfa 22%
Source: Frost & Sullivan, 2017.
Japfa 24%
Source: Frost & Sullivan, 2017.
Animal feed is manufactured at feed milling plants mainly located in Java and Sumatra. An alternative to commercially manufactured animal feed is on-farm feed manufacturing. This is mainly carried in layer operations and is driven by cost efficiencies. Such manufacturing also takes place in pork and some poultry operations that are not integrated. Farmers who manufacture feed on-farm tend to outsource the supply of premix from manufacturing companies and raw ingredients from brokers. The primary raw materials used by animal feed milling plants are corn and soy meal. KEY FEED INGREDIENTS Corn Corn represents about 50 percent of Indonesian animal feed ingredients. The importance of corn has been emphasized in several government policies that are directed towards achieving national selfsufficiency for corn. This includes the free seed program and expansion of corn cultivation area. Indonesia has one of the highest self-sufficiency rates for corn in Southeast Asia, averaging close to 80 percent for the last five years according to USDA. Corn production in the country is mainly dominated by small, backyard farmers who plant corn as a secondary crop alongside their rice fields. When domestic prices of corn rise these farmers respond by producing more corn than rice.
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The increasing price for corn in the domestic market, favorable weather, hybrid seed adoption, and the government’s seed subsidy program have led to growth in domestic corn production. Indonesian corn production has increased from 6.8 million tons in 2010/11 to 10.5 million tons in 2015/16 (Figure 14), implying a 5-year CAGR of 9.1% from 2011 to 2016. In 2009/10, however, production declined to 6.9 million tons due to pest and diseases outbreaks as well as reduced harvested area caused by unfavorable weather conditions (El Niño and La Niña). Corn production is estimated to be 10.2 million tons in 2016/17, according to USDA. The domestic demand grew at a 5-year CAGR of 4.3% from 2011 to 2016. Figure 14: Indonesia corn production, consumption and imports (2006/07-2016/17E) (Thousand tons) 12,500
7,500
10,000
6,000
7,500
4,500
5,000
3,000
2,500
1,500
0
2006/07
2008/09 Production (LHS)
2010/11
2012/13
2014/15
Domestic Consumption (LHS)
2016/17E
0
Imports (RHS)
Source: USDA.
To meet the shortfall between demand and supply, Indonesia imports corn, primarily from Argentina, Brazil, and the United States. In 2015/16, Indonesia imported 1.8 million tons of corn. Argentina and Brazil are the biggest exporters to Indonesia accounting for 95% of imports (Figure 15). Indonesia’s import volume is expected to reduce in 2016/17 to approximately 1.0 million tons of corn. This is primarily attributed to the government tightening corn imports to support domestic producers in recent years whereby all the feed corn imports must be done via the National Logistics Agency (BULOG). Figure 15: Indonesia corn import volume share (2015/16) Others United States 1% 4%
Argentina 49%
Brazil 46%
Source: USDA.
Soymeal Soybean meal typically contributes to approximately 22 to 25 percent of total animal feed ingredients in the country across all animal protein sectors. 73
There is no commercial production of soybean meal in Indonesia. Though Indonesia has local soybean cultivation and imports soybean from various countries, such soybean is mostly used for human food consumption. Soymeal consumption has shown an increasing trend from 2.8 million tons in 2010/11 to 4.3 million tons in 2015/16 (Figure 16) implying a 5-year CAGR of 9.1%. Indonesia imports all of the country’s soymeal consumption requirements. Imports demonstrated a declining trend in 2008/09 due to the global financial crisis, which slowed down the animal protein industry in Indonesia. USDA estimates that in 2016/2017 soymeal consumption and production will be equal at 4.6 million tons. Figure 16: Indonesia soymeal consumption and imports volume (2006/07-2016/17E) (Thousand tons) 5,000 4,000 3,000 2,000 1,000 0
2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17E Imports
Domestic Consumption
Source: USDA.
Indonesia imports soymeal from India, the United States, and Australia, among other countries. Almost all the imports come from these three countries, out of which the India accounted for close to two thirds of the imported volume in 2015. Soybean imports must also go through BULOG. KEY DRIVERS AND RISKS Large and growing animal feed market Strong demand for animal feed is expected from commercial operators in the poultry and aquaculture industries. Rising meat demand is expected to continue to drive capacity growth for feed milling. Key risks The prices of animal feed raw materials are affected by seasonality. Managing the occasional spikes in feed ingredient prices and higher levels of volatility is a key challenge for the feed industry. However, animal feed users have generally displayed loyalty to large suppliers.
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Figure 17: Indonesia domestic prices for key feed ingredients and poultry price US$/unit 700
Thousand IDR/kg 40.0
600
35.0
500
30.0
400
25.0
300
20.0
200 Jan-14 Apr-14
15.0 Jul-14
Oct-14
Jan-15 Apr-15
Corn (US$/bushel)
Jul-15
Oct-15
Jan-16 Apr-16
Soymeal (US$/MT)
Jul-16
Oct-16
Jan-17
Poultry price (Thousand IDR/kg)
Source: Bloomberg, Ministry of Trade, Indonesia (Kemendag). Note: Poultry prices represent prices at the end of each month.
OTHER ANIMAL PROTEINS Beef Indonesian beef consumption has grown 3.9 percent per annum from 590,000 tons in 2010 to 715,000 tons in 2015 (Figure 18). Local beef cattle production originated mainly from Java (57 percent), Sumatra (22 percent), Sulawesi (8 percent) and Kalimantan (5 percent) in 2016 (Figure 19). Consumption per capital has increased at a rate of 2.9 percent between 2010 and 2015. Figure 18: Indonesia consumption of bovine meat in volume and per capita ('000 tons - cwe)
(kg/annum)
1,000
3.0
800
2.6
600
2.2
400
1.8
200
1.4
0
2010
2011
2012
2013
2014 Per capita consumption
Consumption (LHS) Source: Frost & Sullivan, 2017
75
2015
1.0
Figure 19: Indonesia local beef production 2016 Others 8%
Kalimantan 5% Sulawesi 8%
Java 57%
Sumatra 22%
Source: BPS Indonesia.
Low levels of domestic supply and the relatively high retail price of bovine meat has kept Indonesian bovine meat consumption low. Indonesia had a cattle population of 16.1 million head as of 2016, compared to 13.6 million heads in 2010 (Figure 20). Most of these farmers do not have proper knowledge of animal husbandry. Indonesia’s traditional beef production industry is based around low productivity, small-holder operations. It is estimated that more than 80 percent of cattle farms in Indonesia are owned by smallholders. Figure 20: Indonesia local beef population (millions)
20 15
13.6
14.8
16.0 12.7
14.7
15.4
16.1
2014
2015
2016
10 5 0
2010
2011
2012
2013
Source: BPS Indonesia.
Indonesia imports beef from Australia, New Zealand and the United States. Australia is the major supplier of imported beef in Indonesia, with a market share of 81% from August 2015 to July 2016 (Figure 21). Figure 21: Indonesia beef import (2015/16) US 4% New Zealand 15%
Australia 81% Source: Industry sources, GTA.
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Figure 22: Indonesia beef import volumes (’000 heads)
(’000 tons)
750
140 120
600
100 450
80 60
300
40 150
20 0
2010
2011
2012
2013
Meat (tons)
2014
2015
0
Live cattle (’000 heads)
Source: USDA, GTA, Industry sources.
Cattle imports are mainly dominated by live cattle. Australia is currently the sole external supplier of cattle to Indonesia. With the Indonesian government’s efforts to reduce beef prices, Mexico and India have recently been approved as a potential supplier of cattle and buffalo to Indonesia. However, there has been no trade from Mexico as of January 2017. The Indonesian government has moved toward self-sufficiency in beef production, having recently imposed a 1:5 ratio for cow importation; it means that every 5 feeders imported would require 1 breeder imported as well. It should be noted, however, that recent development indicates that the government has also relaxed the implementation of this regulation; after the protests by Indonesian feedlotters. The government will reportedly start auditing the implementation of the 1:5 rule only at the end of 2018. Beef prices have continued to increase over the last three years by approximately 16% (Figure 23). Figure 23: Indonesia beef import price (2014-Jan-2017) (Thousand IDR//Kg) 120 115 110 105 100 95 90
Jan-14 Apr-14 Jul-14 Oct-14 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-17 Beef
Source: Ministry of Trade, Indonesia (Kemendag).
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In recent years, there has been considerable investment in large-scale commercial feedlots and in the associated infrastructure such as yards, loading and unloading facilities and dedicated transport ships to move live cattle from northern Australian ports to Indonesia. Due to economies of scale, access to capital, access to imported feeder cattle and professional management, the commercial feedlot industry has proven to be a better production system than traditional small-holder producers. Most of the growth in feedlot capacity has happened among the well-established companies, with a few new entrants to the industry progressively developing their business overtime. Japfa is one of the largest importers of live cattle in Indonesia with close to 11% of the country’s market share as according to Frost & Sullivan. The beef industry is likely to be supported by a rising population, rising income levels, increasing penetration of beef into traditional cuisines and expected declining domestic costs of production. The key risk to the feedlot business remains increasingly restrictive import policies with respect to live cattle as well as disease outbreaks. Seafood Indonesia’s seafood sector consists of capture fisheries and aquaculture. Despite being a highly fragmented industry with many players, it plays an important role in Indonesia’s economy. Seafood is the largest source of animal protein in the country and one of the biggest employers among the animal protein sectors employing around 9 million people. Aquaculture’s growth is expected to generate significant new employment opportunities in Indonesia by 2030. Indonesian production from both capture fisheries and aquaculture has increased steadily since 2008. Total seafood production has grown at 15 percent per annum increasing from 9.1 million tons in 2008 to 20.8 million tons in 2014 (Figure 24). The share of aquaculture has increased from 43 percent to 69 percent between 2008 and 2014. While the capture fish segment has grown at 4 percent per year between 2008 and 2014, the aquaculture segment has grown much faster at 24 percent per year. Domestic seafood consumption remains high as an affordable protein, especially for people with low purchasing power and those living in coastal regions. As such, considerable resources have been invested in ensuring the growth of the seafood industry. Figure 24: Indonesia seafood production (Thousand tons) 25,000 20,000 15,000 10,000 5,000 0
2008
2009
2010
2011
Aquaculture
2012
2013
2014
Capture fisheries
Source: BPS Indonesia. Note: Aquaculture includes production from marine culture, brackish water pond, fresh water pond, cage, floating cage net, sticking net, and paddy field. Fish capture includes those from marine fisheries and open water.
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The growth in aquaculture has also resulted in aquafeed growth. Aquafeed production has grown at approximately 9 percent per year between 2011 and 2015, reaching 1.55 million tons of aqua feed production (Figure 25). Figure 25: Aquafeed production in Indonesia (million tons) 2.00 1.70 1.40 1.10 0.80
2011
2012
2013
2014
2015
Aquafeed production Source: GMPT.
Driven by the large domestic population which relies on seafood for their livelihood and protein intake, seafood consumption is likely to continue to grow steadily. Aquaculture is likely to be the primary driver of the production growth to meet rising demand. However, the fragmented nature of industry, environmental concerns and risk of disease outbreaks are key industry risks.
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BUSINESS OVERVIEW We are one of Indonesia’s leading agri-livestock companies specializing in the manufacturing and distribution of animal feed and the production of animal protein. Our poultry operations consisting of our poultry feed, DOC breeding and commercial farms businesses, which generated approximately 82.8% and 83.6% of our net sales for the years ended December 31, 2015 and 2016, respectively, are our core business activities. Our operations are organized according to the following three key business segments: (i) poultry; (ii) aquaculture; and (iii) beef cattle. Our poultry business segment includes (i) animal feed production and distribution; (ii) DOC breeding and (iii) commercial broiler farming. We are one of Indonesia’s largest poultry feed manufacturers, with an approximately 24% market share based on production capacity in 2015, according to Frost & Sullivan. We have a network of poultry feed production facilities located across Indonesia, which allows us to take advantage of raw material procurement opportunities in Indonesia and to better serve our customers whose operations are located throughout Indonesia. For the years ended December 31, 2015 and 2016, we had a total production capacity of approximately 4.4 million tons and 4.6 million tons, respectively, of poultry feed. We market our poultry feed under the brands of “Comfeed” and “Benefeed” which are recognized in Indonesia for their premium product quality and customer service. Our DOC breeding operations involve producing high quality commercial DOCs which we distribute to our own commercial and contract farms and to third party poultry farmers in Indonesia. We are one of Indonesia’s largest DOC breeding operations with an approximate market share of 29% based on production capacity in 2015, according to Frost & Sullivan. We have rights to sell and distribute Aviagen’s Indian River breed of commercial broiler and layer DOCs in Indonesia. Aviagen is a global supplier in the poultry genetics market and the Indian River breed has been specially bred for tropical climate conditions in respect of humidity, heat and disease resistance. All DOC grandparent broiler stock for our DOC breeding and distribution operations are imported from Aviagen’s international operations. For each of the years ended December 31, 2015 and 2016, we had total production capacity of approximately 800 million DOCs. The major proportion of the broilers from our commercial farms are sold as “live birds” to third party poultry traders for on sale to end consumers, with the remainder being processed by our processing facilities for direct sale to end consumers. In connection with our diversification into downstream poultry operations, we had developed nine slaughtering and cold storage facilities as of December 31, 2016 to process broilers from our commercial farms. Our aquaculture business primarily focuses on producing feed for commercially farmed fish and shrimp in Indonesia. For the years ended December 31, 2015 and 2016, we had a total production capacity of approximately 318,000 tons and 372,000 tons. For the years ended December 31, 2015 and 2016, revenue from our aquaculture business represented approximately 8.7% and 8.3%, respectively, of our net sales for the same periods. In our beef cattle business, we import cattle from Australia which we fatten to maturity at 90 days before selling them to third parties. We are one of the largest feedlot players in Indonesia, according to Frost & Sullivan. In 2016, we processed approximately 55,000 head of cattle per cycle at our four integrated feedlots. Our beef cattle operations contributed approximately 5.6% and 5.2% to our net sales for the years ended December 31, 2015 and 2016, respectively. In addition to wholesale distribution of beef cattle, we also produce a small amount of processed fresh beef and wagyu beef for domestic consumption. Our net sales for the years ended December 31, 2015 and 2016 were Rp25,022.9 billion and Rp27,063.3 billion (US$2,014.2 million), respectively.
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COMPETITIVE STRENGTHS We are positioned as a well-established market leader in Indonesian agri-livestock We are one of the largest companies in the Indonesian poultry feed and breeding industries, with market share of approximately 24% and 29%, respectively, in 2015, according to Frost & Sullivan. Competition in the Indonesian poultry feed and breeding business is predominantly domestic, due to strict halal considerations in Indonesia and consumer preference for purchasing fresh chickens in wet markets. We believe that our industrialized and vertically integrated business model, large scale operations, geographic diversification within Indonesia, and strong brand reputation enable us to achieve economies of scale in sourcing, production and distribution. In addition to our strong market position in the poultry industry, we are also one of the leading aqua-feed and beef cattle businesses in Indonesia. We believe that our national coverage and more than 40 years of cumulative poultry production experience put us in position to maintain our market position and grow with the industry, given the rising consumption of animal protein in Indonesia. We have a large-scale industrialized, vertically integrated operational platform with diverse geographical reach We are the leading integrated poultry national champion with a nationwide footprint. Our operations cover the entire poultry process, including poultry feed production, DOC breeding, commercial broiler farming and primary processing. The level of our integration also includes supporting infrastructure of after-sales services and laboratories for testing feed ingredients, changes in farming environment, vaccine research and other distribution-related facilities such as feed packaging material production and a transport operation for DOC delivery. •
Our industrialized, vertically integrated business model creates efficiencies and facilitates replication, use of superior breeds, and a sophisticated approach to animal husbandry, animal health and nutrition. Our large scale standardized approach results in premium quality DOCs and feed conversion ratios that are among the lowest in the industry in Indonesia. The vertical integration of our operations enables us to optimize our operations at every stage of the production process. For instance, we have the ability to customize our feed formulation to suit the age and type of poultry, together with the right to purchase a superior strain of DOC suited for tropical climate conditions in respect of humidity, heat and disease resistance.
•
Our size and vertically integrated position allows us to achieve a high profit margin. As the 2nd largest Indonesian poultry feed and DOC producer, we achieve significant economies of scale, especially in conjunction with the broader Japfa Group, that allows us to produce quality products at lower costs thereby driving our competitiveness and profitability. Being a vertically-integrated producer, we are also able to capture value at different points in the value chain. Controlling the entire protein food value chain provides us with greater food security and traceability. This is becoming increasingly important in Asia and is a key driver for premium pricing as consumers become more aware of health and safety concerns involving food.
•
Our integrated feed business has been able to deliver resilient performance across cycles. Underpinned by the ability to effectively pass on adverse currency and commodity price movements, the group core business consistently offered stable profitability.
•
Our extensive geographic reach makes us less susceptible to regional risks and allows us to maintain product quality. Our nationwide footprint with operations in 66 breeding farms and 24 central hatcheries throughout the Indonesian archipelago makes us less susceptible to risks associated with market shocks or disease outbreaks in one particular region. In addition, because our feedmills and processing facilities are located near our customers, we are able to ensure product freshness and maintain consistent product quality. This wide geographical reach also offers access to both poultry farmers and domestic corn producers.
We maintain a high standard of biosecurity and animal health We believe that we have one of the most stringent bio-security systems in the animal protein industry. Our biosecurity procedures are implemented with the objective of disease prevention and reducing the number and spread of infectious disease agents in the animal protein production chain. Such 81
measures include isolation (the process of keeping our livestock confined and protected in specialized areas), sanitation and disinfection, and traffic control. In addition, we undertake modern farming practices, vaccination and medication, ongoing monitoring, auditing and education of our staff, suppliers and customers. Our biosecurity system also covers our distribution of approximately 1.6 million DOCs daily to poultry farms within Indonesia. In addition, we also monitor the health of our poultry at our own laboratories, which serves as an early disease detection system. Our in-house vaccine R&D and production unit, Vaksindo, improves efficacy and shortens response time to disease outbreaks. Our industry has significant barriers to entry reinforcing our market leadership position We commenced our poultry operations in 1975 and since then we have invested in significant amounts of capital expenditure to build our poultry feed operations, processing facilities and supporting infrastructure as well as technology to develop a modern industrialized, vertically-integrated operating platform. Our nationwide footprint across all of the major islands is a logistical feat given that Indonesia is an archipelago which is a key barrier to entry to defend our current leading market position. In addition, we have an exclusive rights to sell and distribute grandparent stock of high grade Indian River from Aviagen (USA), one of the world’s leading poultry genetics companies, and Lohmann Brown from Lohmann Tierzucht (Germany) in Indonesia. We believe that our exclusive contract with Aviagen for the sourcing of grandparent broiler stock with superior genetics tailored for the Indonesian climate provides us with a key advantage over our competitors. Our investment in advanced feed technology further ensures quality control and optimal feed conversion ratios. We believe that implementing such modern farming techniques with superior breeding and genetics allows us to have the best in-class farm management practices and cost-effective model. Furthermore, we are able to standardize our operations via mechanized production processes and established standard operating procedures which allow for consistency and high quality end product. On the aquaculture front, we entered into a partnership with Spring Genetics in November 2016, leading company dedicated to the genetic improvement of tilapia, to further improve breeding and aquafarming operations as well as quality of our products and animal health. Our long track record, strong customer relationships, national distribution network and technological and technical expertise provide us with significant competitive advantages and serve as barriers to entry for companies seeking to enter the Indonesian poultry business. We believe we will be able to maintain our market leadership position in the Indonesian animal protein industry with our extensive investment in breeding, hatchery and logistical infrastructure. We have a strong brand reputation and customer relationships We distribute our poultry and aquaculture feed under the brand names “Comfeed” and “Benefeed.” Given our long and successful track record of offering quality products and comprehensive customer support services, both “Comfeed” and “Benefeed” are widely recognized as trusted premium brands with strong value-added attributes. Our commitment to quality extends to all of our other key operations. In poultry breeding, we have the right to distribute a superior strain of broiler DOC wellsuited to the Indonesian climate and consumer taste. In the beef division, we market our beef under Tokusen Wagyu Beef and Santori Beef (non-wagyu). We believe that both our beef brands are known within the trade for their superior quality among modern retailers such as supermarkets and restaurants. In aquaculture, we operate our own eel farm, breeding eels to maturity in accordance with typical Japanese methods in order to produce a Kabayaki style finished product. To support our customer base, we have established an extensive customer service network throughout Indonesia manned by qualified technical and marketing staff who offer a range of support services to help farmers optimize livestock performance. We believe that our leadership position is the result of more than 40 years of relationship and brand building with Indonesian farmers. Our brands are well known throughout the industry and to our customers and offer an excellent value proposition to customers who are looking for quality, consistency and reliability
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Our management team is committed and experienced and has a strong track record Our management team has extensive experience in the animal protein industry, and has a proven track record of guiding the company through various cycles. Members of our core management team led us through the 1997-98 Asian economic crisis, the 2004-2005 Avian influenza epidemic and the 2008 global financial crisis. Our board of commissioners has over 60 years of combined experience in the agricultural industry and 15 years of finance experience. Our management team has shown a strong track record of growth, both organically and through acquisitions and, we believe, is well-positioned to position the company for long-term growth in line with the industry. We also have an experienced workforce and believe we are an employer of choice, which is reflected by our low attrition rate. We benefit from the strong support from the broader Japfa Group and KKR’s expertise Our parent company is Japfa Ltd, a leading pan-Asian, industrialized agri-food company listed on the mainboard of the Singapore Exchange Securities Trading Limited. Japfa Ltd has achieved top market positions across multiple protein segments in Indonesia, Myanmar, Vietnam and China. We enjoy significant economies of scale from the procurement volume of raw materials by our parent company as well as its wide geographic reach providing us with access to various suppliers and customers. We believe that there are positive synergies through our new strategic partnership with KKR which acquired an 11.98% stake in the Company through a combination of primary and secondary share purchase in June 2016. KKR is a leading global investment firm with approximately US$130 billion of assets under management as of December 31, 2016, and has a global presence with offices in 20 cities across 16 countries. We believe that we can leverage KKR’s global experience in the sector to drive improvements. The appointment of Jaka Prasetya, a Managing Director at KKR, to the board of commissioners in July 2016 brings additional capital markets and finance expertise to the Company. STRATEGY Continue to grow in line with the poultry industry and enhance the profitability of our core poultry business in Indonesia Our poultry feed and breeding operations have been the core of our business since 1982. Our core feed business offers stable profitability, constituting more than 70% of the Group’s operating profit in FY2016. Despite volatile commodity prices and weakening Rupiah, the Group’s feed business has been able to consistently deliver stable gross margins, underscoring the ability to effectively pass on adverse currency and commodity price movements. Our cost plus pricing model in our core feed business is a stable segment in our industrialized and vertically-integrated value chain and provides a stable pillar for profitability, even during a market downturn. Furthermore, by focusing on our downstream operations and investing in more slaughterhouses, we also reduce exposure to fluctuating farm gate prices. Commercial farming also helps drive sales volume for feed business. We believe that by strengthening our vertical integration in poultry production, we will be able to capture additional revenue in line with the poultry industry growth and increase our profit margins along the value chain through increased market penetration and cost efficiencies. Protein diversification strategy to position the company for long-term growth Our core poultry business is complemented by our growing business in other proteins such as beef and aquaculture. Our protein diversification strategy allows us to cater to varying consumer preferences today and in the future. We seek to continue to expand our leadership position in our aqua-feed and beef cattle businesses. We are optimistic about the aquaculture business potential as aquatic biota is the most efficient source of animal protein and supported by the potential of Indonesia’s natural resources. We also intend to diversify our beef cattle supply by breeding local cattle species and optimizing our beef cattle products to target the growing number of affluent urban dwellers in Indonesia. The Beef division has ample potential for growth, given the relatively low levels of beef consumption per capita and growing middle class population in Indonesia. As one of the largest beef cattle feedlot operators in 83
Indonesia and largest importer of beef cattle into Indonesia, we believe that we are uniquely positioned to benefit from potential growth opportunities of the beef segment in Indonesia. In addition, the Company also seeks to enhance its wagyu production capacity. Our slaughterhouse produces high quality meat under the brand name Tokusen Wagyu Beef, which is primarily targeted to the premium market including hotels, restaurants, the food industry and domestic supermarket chain Continue to focus on genetic improvements, improve our production technology, and ensure high quality biosecurity systems We intend to continue to focus on improving the efficiency of our poultry feed and breeding business by introducing internationally adopted farm management processes and focusing on research and development. Our research and development activities are focused primarily on improving our feed formulation, the survival rate of our DOC and on breeding a superior and high growth poultry breed with improved resistant to disease and suited to Indonesian climatic conditions and consumer preferences. We continue to strengthen our operational expertise by building strategic alliances with global leaders in breeding research, such as Aviagen for poultry and Spring Genetics for aquaculture. We will continue to be committed to implementing high quality biosecurity measures. Vaksindo, a company engaged in poultry and animal vaccine production that is one of the few companies in Indonesia with the facilities to research H5N1 virus. We believe that Vaksindo’s technical capacity will continue to provide us with world-leading biosecurity protection measures by means of the most up-todate vaccine technology, appropriate for the disease profile and market needs in Indonesia. To ensure that farms are able to manage stable production levels, drops in efficiency due to disease are monitored and characterized at the two diagnostic labs located in East and West Java, which are led by an experienced team of veterinarians. These measures have successfully managed disease issues before they progress into outbreaks. Continue to invest in human capital to support sustainable growth We reinforce our best-in-class farm management and technical know-how by continuously recruiting and training our employees to industry best-practices. The retention of experienced management further ensures that we have a clear long-term vision of our Company’s business. By investing in human capital and developing the skills of our employees, we ensure that we are providing consistent and high quality products to our customers. We have introduced training programs and human resource development on technical issues, health and safety and best business practices. Between January 1, 2015 and December 31, 2016, we conducted over 360 training classes for 14 company divisions, subsidiaries, affiliates and key customer groups. We will continue to develop and implement initiatives for recruiting, developing and retaining top performing employees. We believe our continued investment in human capital will ensure that we remain an employer of choice, which will allow us to retain employees thereby reducing our recruitment costs while enhancing overall productivity. PRODUCTION FACILITIES AND CAPABILITIES As at December 31, 2016, we had 16 poultry feedmills, 66 DOC farms, 24 hatcheries, nine poultry processing facilities, four beef cattle feedlots and one abattoir and five aqua-feedmills, located throughout Indonesia. OUR OPERATIONS Our operations are organized in the following key business segments: •
Poultry;
•
Aquaculture;
•
Beef cattle.
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Poultry We are a leading Indonesian poultry company. Our poultry business is our largest revenue contributor, accounting for approximately 82.8% and 83.6%, respectively, of our net sales for the years ended December 31, 2015 and 2016. For the years ended December 31, 2015 and 2016, net sales from our poultry business were Rp20,718.7 billion and Rp22,633.8 billion (US$1,684.6 million), respectively. Although poultry is the primary form of animal protein in Indonesia, consumption levels per capita have been low compared to other Asian countries. However we expect this to grow going forward. We believe that growth in consumption levels, together with continued economic and population growth, offer significant opportunities for our business. The vertical integration of our poultry production chain can be seen in the following four principal steps: Feedmill Commercial Farming
Primary Processing
Breeding
Feedmill We are one of the largest poultry feed manufacturers in Indonesia, with approximately 24% market share in 2015, according to Frost & Sullivan, 2016. For the years ended December 31, 2015 and 2016, our total production capacity was approximately 4.4 million tons and 4.6 million tons, respectively, of poultry feed per annum. As of December 31, 2016, we operated 16 poultry feedmills throughout Indonesia. We believe that our scale of operations allows us to maintain cost efficiencies and offers us access to domestically procured raw materials, which are a large component of our business. For the years ended December 31, 2015 and 2016, net sales from our poultry feed production business segment were Rp8,954.3 billion and Rp9,807.8 billion (US$730.0 million), respectively. The following chart sets forth the typical manufacturing process for our poultry feed: RAW MATERIALS
MIXING
PRODUCTION
PACKING
Corn, Soya bean meal and others
Ground raw material & Vitamins and other components
Mashing
Bagging
Grinding
Dosing
Pelleting
Ground raw material
Mixing
WAREHOUSE
Finished product storage
Crumble
Pellet
We market our poultry feed under two premium poultry feed brands, “Comfeed” and “Benefeed”. We also produce poultry feed in concentrated forms. We offer a range of poultry feed targeted at each stage of a bird’s maturity cycle with size of pellet and nutritional content adjusted to maximize development of the bird at each stage of maturity. We believe that our success in feed production is primarily attributable to our feed formulation expertise. Our qualified nutritionists utilize a range of raw materials to create feed formulas that are tailored to the particular breeds and climatic conditions in Indonesia. We offer poultry feed that is customized to the needs of different poultry types, namely feed that caters to the age of the broilers, feed for the breeder DOCs and feed for the layer DOCs. We believe that our ability to customize our feed offers an important benefit to our customers as specifically-formulated poultry feed has been proven to enhance growth rates, while also being cost efficient. Our poultry feed products are continually redesigned to take into account research 85
developments, particularly relating to nutrition and health of the poultry and with the goal of reducing the consumption of each bird required to grow it to maturity and the amount of time such maturity process typically requires. Raw materials account for approximately 92% of our poultry feed production costs. We procure raw materials for our feed production segment from both domestic and international suppliers. We believe that we are competitively placed to secure a stable supply of raw materials at competitive prices from both domestic and international suppliers, with many of whom we have established relationships. When making raw materials purchases, we seek to take advantage of economies of scale to lower costs and improve our profit margins. We purchase the majority of our corn and soybean meal on the spot market, in line with market practice in Indonesia, but, depending on market conditions, may also enter into forward purchase contracts. Typically 50.0% of our poultry feed mix is made up of corn, which provides a carbohydrate component, with other principal ingredients including soybean meal, which provides a protein component. Other components may also include rice bran, wheat bran, meat-bone meal, fish-bone meal, tapioca and vitamins. Depending on market prices, we may also utilize corn substitutes including wheat, broken rice, sorghum and tapioca. For the year December 31, 2016, approximately 90% of the corn we purchased was sourced domestically, primarily from East Java, Lampung and other parts of Indonesia. We strategically locate our corn dryers in corn belts to ensure better access to fresh local corn supplies and to leverage on seasonal supply fluctuations. We are able to buy and store corn at our storage facilities when market prices are low. Corn that has been dried can typically be stored for approximately six months. Our inventory levels may vary depending on whether it is a harvest season or festive season, with average inventory levels typically at two to three months’ supply. These capabilities to source corn domestically enable us to lower our costs. Our imported corn is primarily from Brazil, Argentina, and the United States. Another key raw material component of our feed is soybean meal, all of which is imported. Our soybean meal is imported primarily from Argentina, India, Brazil and the United States. Although the precise formula of our feed varies and is determined, at least in part, by the availability and prevailing market prices of raw materials and corn in particular, we seek to produce poultry feed of consistent quality. We maintain strict quality control practices, with shipments of raw materials tested for quality compliance on delivery. We operate an advanced feed technology system which includes a stringent quality assurance program. In addition we conduct regular bench-marking activities, including laboratory tests. Currently, 15 of our 16 feedmills have ISO 9001:2008 certification and the remaining feedmill is in process to receive this certification as well. More than half of our poultry feed production is sold directly to domestic farmers and independent distributors located throughout Indonesia by our in-house sales team, with the remaining being utilized in our DOC breeding and commercial farming business. In addition, our feed production operations include certain supporting businesses. Our factory in Wonoayu, East Java, for example, produces approximately 6 million kilograms of feed bags a year which are used to pack our poultry and aqua-feed products. We also have small operations in trading excess corn and selling copra pellets and edible oils. For the years ended December 31, 2015 and 2016, our supporting businesses generated 2.8% and 2.9%, respectively, of our net sales. Breeding Our DOC production output for the years ended December 31, 2015 and 2016 was approximately 29% and 25% of the total domestic market for DOC, respectively. For the years ended December 31, 2015 and 2016, net sales from our breeding business segment were Rp1,494.0 billion and Rp1,932.1 billion (US143.8 million), respectively. Our Indian River grandparent broiler stock DOC are sourced from Aviagen, and our Lohmann Brown layer grandparent DOC are sourced from Lohmann Tierzucht. All grandparent stock DOCs are sent to 86
our grandparent stock breeding farms where they remain for a period of approximately 24 weeks (known as the “growing period”), after which the grandparent stock reach reproductive maturity (from weeks 25 to 67). During this period, fertilization occurs and hatching eggs are produced, which are then sent to our grandparent stock central hatchery. Fertilized hatching eggs are placed in a holding room for a period of seven days, after which they are placed in an industrial incubator for 21 days to produce our parent stock. The parent stock undergoes the same process at our parent stock breeding farms to produce final stock DOC. We have a production capacity of approximately 800 million DOCs, of which approximately half were sold to our commercial farms and contract farmers for each of the years ended December 31, 2015 and 2016. The remaining stock DOC were sold to third party customers. The following chart sets forth the steps in our breeding process:
GRANDPARENT
GRANDPARENT STOCK STOCK BREEDING BREEDING
Grandparent DOC Feed and other
Growing Period (0 – 24 weeks)
GRANDPARENT HATCHERY
PARENT
PARENT STOCK BREEDING
Parent Stock Hatching Egg
Parent Stock DOC
Holding Room (7 days)
Growing Period (0 – 24 weeks)
Feed and other
PARENT HATCHERY
Final Stock Hatching Egg
COMMERCIAL FARM
Final Stock DOC Feed and other
Holding Room (7 days) Growing Period (32 days)
Productive Period (25 – 66 weeks)
Incubator (21 days)
Productive Period (25 – 66 weeks)
Incubator (21 days)
Parent Stock Hatching Egg
Parent Stock DOC
Final Stock Hatching Egg
Final Stock DOC
Live Chicken to Wet Market
We import high grade Indian River grandparent broiler stock DOC from Aviagen and Lohmann Brown grandparent layer stock DOC from Lohmann Tierzucht. Long-term cooperation between us and each of Aviagen and Lohmann Tierzucht has resulted in the refinement of the breed to suit Indonesia’s tropical climate, leading to improved production performance. This is also linked to the development of optimalperformance feed formulations which are produced in our feedmills. Our contracts with Aviagen and its subsidiaries and with Lohmann Tierzucht provide us with the exclusive rights to buy, sell and distribute Indian River broiler DOC and Lohmann Brown layer DOC, respectively, in Indonesia and provide for the purchase of grandparent stock DOC at preset contract prices, which we believe acts as a significant barrier to entry for potential new competitors and provides us with a key advantage over our competitors. To increase operational efficiency within our breeding business, we have implemented a biosecurity system that focuses on sanitation and disinfection (including full immersion sanitation), ensuring optimal flock health. As a result, we believe our farms enjoy higher productivity of grandparent and parent stock, lower mortality rates, reduced losses from mishandling and greater consistency in DOC size and weight. We have also introduced a performance benchmarking program that is targeted at improving our breeding operations by comparing the quality of our DOCs to DOCs produced by local farms and DOCs produced by farms in other countries. In 2008, we acquired PT Vaksindo Satwa 87
Nusantara, one of only three Indonesian companies with research capabilities on the H5N1 (avian flu) virus. This acquisition has enabled our breeding operations to develop vaccines internally. As of December 31, 2016, we operated 66 DOC breeding farms and 24 hatcheries located in locations throughout Indonesia. These facilities are enclosed and climate-controlled and are typically located in isolated areas which offer improved levels of biosecurity. See “– Production Facilities and Capabilities”. Commercial farming Most of our commercial farming operations are through contract farmers, who grow the DOCs on our behalf until maturity, in accordance with standard operating procedures established by us. At harvest time, the sales to customers are facilitated by us. We then either utilize the mature chickens in our poultry processing business segment or sell them as live chickens or carcasses. To ensure quality control, we require contract farmers to implement our techniques, including requirements as to feed and vaccinations. Our contract farmers are, primarily, independent local commercial farmers. The rationale for this farming model is that it gives us increased flexibility in adjusting to fluctuations in regional demand, access to markets which are not covered by our own commercial farms and minimize our capital expenditure requirements relating to our commercial farming operations. In addition, through our profit sharing arrangement we have in place with our contract farmers, contract farmers are incentivized to produce high quality chickens. The remainder of our commercial farming operations are at farms directly owned and operated by us. The broilers produced by our own farms are mainly for used in our poultry processing business segment and for sale as live birds. Commercial farming in our own farms provides us with the ability to control the costs and quality of the supply of poultry to our poultry processing plants. As of December 31, 2016, we owned or had entered into contracts with approximately 10,000 farms in locations throughout Indonesia under our commercial farming operations. For the years ended December 31, 2015 and 2016, net sales from commercial farming were Rp10,270.4 billion and Rp10,893.9 billion (US$810.8 million). Primary processing In Indonesia, approximately 70% – 80% of poultry is sold as live birds or as fresh meat at traditional wet markets, some of which also act as slaughter yards. As of December 31, 2016, we operated nine slaughtering and primary processing plants in Bogor, Bali, Makassar, Salatiga, Purwakarta, Medan, Krian, Lampung and Banjar with a combined annual production capacity of 159 thousand tons as of December 31, 2016. Our finished products include freshly chilled or frozen whole chicken, chicken parts and chicken meat. For the years ended December 31, 2015 and 2016, the utilization rate of our poultry processing facilities was approximately 37% and 33%, respectively. Throughout our modern processing plants, we are able to meet stringent customer demand for consistency, freshness and hygiene. Our products have been certified as having met the highest quality standards within the industry, and we have HACCP and halal certifications. We have also implemented comprehensive occupational health protection and hygiene measures at our processing plants including protective clothing and comprehensive cleansing and disinfection procedures for all processing staff and temperature controlled environments. Aquaculture Our aquaculture business segment is managed by our wholly-owned subsidiary, PT Suri Tani Pemuka, which is one of the leading producer of aqua-feed. Net sales for the years ended December 31, 2015 and 2016 from our aquaculture business were Rp2,183.8 billion and Rp2,248.2 billion (US$167.3 million), respectively. Aqua-Feed Production For the year ended December 31, 2016, the majority of our net sales from our aquaculture business were derived from our aqua-feed business. Our aqua-feed has many of the same basic components as 88
our poultry feed, although there are differences in the production process. We believe we offer customers a complete solution to the growth requirements of aqua-life. All our floating feed is specificpathogenic free which makes it less susceptible to bacterial contamination. We offer two premium aqua-feed brands, “Comfeed.” Most of the fish and shrimp feed that we currently produce is sold directly to local farmers and independent distributors located throughout Indonesia. As of December 31, 2016, we had five aqua-feedmills located in Gresik, Banyuwangi, Purwakarta, Lampung, and Medan. For the years ended December 31, 2015 and 2016, the production capacity of our aquafeedmills was approximately 372,000 tons. For the year ended December 31, 2016, approximately 82% of our total production was fish feed and the other 18% was shrimp feed. Supporting Facilities for Aqua-Feed To support our sales in the aqua-feed business, we operate fish and shrimp hatchery ponds to breed commercial grade fingerlings or seedlings for aqua-feed customers who have insufficient means or know-how to acquire suitable starter-species for commercial farming under specific localized environmental conditions. We believe such value-added auxiliary facilities are important to our success in aqua-feed distribution. In addition, we operate an eel farming operation, fattening Anguilla Bicolor and Anguilla Marmorata eels to maturity for sale as ready to consume products. We operate our eel operation in accordance with typical Japanese methods in order to produce a Kabayaki style finished product. As of December 31, 2016, we operated two ponds located at Bomo and Karang Tekok in order to produce approximately 427.0 tonnes of live eels per year for domestic and export markets. Beef Cattle We have one of the largest beef cattle feedlot operations in Indonesia. As of December 31, 2016, we had beef cattle feedlots and abattoir located throughout Indonesia. For the years ended December 31, 2015 and 2016, the production capacity of our beef cattle feedlots was 180,000 head of cattle for each year. The majority of our beef cattle are sold live at wet markets for distribution through wet markets. Net sales from our beef cattle segment were Rp1,411.8 billion and Rp1,396.2 billion (US$103.9 million), respectively, for the years ended December 31, 2015 and 2016. Our beef cattle business segment focuses on fattening our beef cattle from approximately 300 kilograms to approximately 500 kilograms. In October 2013 we bought the Riveren and Inverway Station cattle breeding farm in Australia. In August, 2016 we sold these cattle, inventories, other assets and property, plant and equipment for a total of Rp610.8 billion.
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The following chart sets forth the production process of our beef cattle: Breeding
Fattening
Wet market
Feeder Cattle (imported) to Indonesia from Australia)
Breeder cattle Feeder cattle (local)
Joining – natural/artificial insemination (3 months)
Slaughter
Traders
Butchers Pregnancy (9 months)
Fattening (3-4 months)
Own abattoir/ modern market Calving Cattle for slaughter
Slaughter
Growing (12 months)
Boning
Feeder Cattle
Packaging
Ageing
Warehouse
Our breeder cattle undergo natural or artificial insemination at our breeding farms after which they are pregnant for approximately nine months. The calves then grow for a period of approximately 12 months before they are sent to our feedlots as feeder cattle. After a period of approximately three months during which the feeder cattle undergo the fattening process at the feedlots, the cattle will be sent to the wet markets for sale to distributors, or to our abattoir for processing into beef products for consumption. Breeding is a relatively small component of our beef cattle business and the majority of our beef cattle business comes from the fattening stage. Biosecurity Measures We believe that we have one of the most stringent biosecurity systems in the poultry industry. Our biosecurity measures include isolation and traffic control, sanitation and disinfection, modern farming practices, vaccination and medication, ongoing monitoring, auditing and education of our staff, suppliers and customers. Our DOC breeding farms, in particular, are located in separate, isolated locations, in order to minimize the risk of the spread of infection. We did not suffer any significant losses during the outbreak of Avian Influenza in late 2003 / early 2004 and late 2005 and we believe that this was, at least in part, due to our biosecurity measures and stringent quality control policies. In addition, we are not aware of any cases of infections having occurred at any of the facilities operated by our contract farmers. Thus far, none of our processing or production facilities have required quarantine. In addition, our acquisition of PT Vaksindo Satwa 90
Nusantara has enabled our breeding operations to develop vaccines that are antigenically matched to circulating local H5N1 strains. This approach in disease management was recommended by the FAO and OFFLU joint collaboration group in 2010, as the most effective means to reduce antigenic drift and rapid disease evolution of Avian Influenza, as was seen by many other farmers with the H5N1 outbreaks in the past. In 2011, the government banned import of AI vaccines, in stride with the above recommendation – placing our own vaccine production at a further strategic benefit. There have not been any outbreaks of H7N9 in Indonesia. Although we have not experienced any material adverse financial impact as a result of the outbreaks of Avian Influenza, it nevertheless poses a significant risk for us in the future and there can be no assurance that we will not be severely affected by an outbreak in the future. We believe that our biosecurity measures and stringent quality control policies provide us with a degree of protection against infection. However, there can be no assurance that the policies and procedures that we have implemented to date, and which we keep under regular review, will provide us with adequate protection in the future. See “Risk Factors – Risks Relating to our Operations and the Industry – Outbreaks of livestock diseases could have a material adverse effect on our business.” We conduct ongoing staff training on biosecurity measures which we believe is important to ensure safe and hygienic operation of our business. We have implemented Quality Management System (QMS) ISO 9001:2008 in 15 of our 16 poultry feedmills with the remaining feedmill currently in process to become certified. To maintain Health and Safety Environment (HSE) Standards, including OSH (Occupational Safety Health), we have introduced a HSE system implemented by a HSE committee in nearly all of our operational locations. Trade and Other Services As an integrated farm enterprise, we are developing business units to support the Company’s main business units in order to improve production quality and overall competitive level. Products produced in this division include woven plastic bags, copra pellets, a container depot, animal vaccines, animal health and poultry equipment. These units provide products and services at competitive levels in their respective markets, and profit from selling to the external market. The main focus however is to deliver vaccines, drugs an equipment to our farms in a timely and reliable manner via our widespread distribution network. INVENTORY CONTROL Inventory levels are centrally monitored by our purchasing department in Jakarta. We utilize a “first in, first out” (FIFO) policy to maintain freshness. We maintain inventory insurance for losses from certain damage and seek to minimize shortage, shrinkage and demurrage by implementing tight performance standards for employee management of inventory. We generally seek to maintain approximately 1.5 to 2 months’ inventory stock of raw materials, with 2 to 2.5 months’ inventory stock for seasonal raw materials, such as locally-sourced corn. Our raw materials inventory stock is dependent upon the timing of harvests, festive seasons, actual and expected weather conditions, prevailing world market prices and our cashflow position. We engage in stringent quality control testing of incoming raw material deliveries utilizing sophisticated lab equipment and reject deliveries that fail to meet our specifications. Corn and certain other raw materials must be kept dry and we therefore monitor moisture content in our silos and operate corn dryers at strategic locations. As of December 31, 2016, we operated eight stand-alone corn dryers located near our main corn suppliers (one corn dryer in Central Java, one in West Java, one in South Sulawesi, and five in the Lampung corn belt). Timely delivery and management of inventory is also essential in our DOC breeding business as we deliver approximately 1.6 million DOC per day and deliveries must be made within 24 hours. SALES AND MARKETING STRATEGIES We market all our feed products under two main brands: “Comfeed” and “Benefeed”. The development of these brands into reputable and recognized brands, with the requisite degree of “brand equity”, has taken many years to achieve, through consistent product quality and high service standards. We believe our brands are well-known throughout the industry and to our customers and offer an excellent value proposition to customers who are looking for quality, consistency and reliability. 91
Distribution All our feed production, breeding and/or commercial farms and distribution facilities are located within close proximity of our key customers. Across the Indonesian archipelago, we have our operational presence in key regional hubs, thereby reducing logistics costs, decreasing time to market, allowing us better access to local raw material sources, and placing us closer to our customers. This proximity to customers also allows us to develop close working relationships. Management of our distribution and logistic activities is dealt with in-house at various regional hubs as part of our overall supply chain management efforts. Physical delivery services are generally outsourced for feed and other products, whereas chick-vans for DOC delivery are maintained and managed in-house. The decision whether to outsource or manage our activities in-house is largely determined by the sensitivity of the products and the ability of existing vendors to deliver to the standards required by us and our customers. Below is a table of our distribution centers for our key product categories: Feed Location
Type of Distribution Center
Distribution Coverage
Medan . . . . . . . . . . . . . . . . . . . . . . . Lampung . . . . . . . . . . . . . . . . . . . . . Tangerang . . . . . . . . . . . . . . . . . . . . Cirebon . . . . . . . . . . . . . . . . . . . . . . Sragen . . . . . . . . . . . . . . . . . . . . . . . Sidoarjo . . . . . . . . . . . . . . . . . . . . . . Makassar . . . . . . . . . . . . . . . . . . . . . Grobogan . . . . . . . . . . . . . . . . . . . . . Purwakarta . . . . . . . . . . . . . . . . . . . Bati-bati . . . . . . . . . . . . . . . . . . . . . . Padang . . . . . . . . . . . . . . . . . . . . . . Surabaya . . . . . . . . . . . . . . . . . . . . . Cikande Serang . . . . . . . . . . . . . . .
Feedmill Two Feedmills Feedmill Two Feedmills Feedmill Two Feedmills Feedmill Feedmill Feedmill Feedmill Feedmill Feedmill Feedmill
Aceh and North Sumatra South Sumatra & Lampung West Java and Banten West Java Central Java East Java, Kalimantan & Bali Sulawesi Central Java West Java and Central Java South Kalimantan and Central Kalimantan West Sumatra East Java West Java, Banten and Jakarta
DOC (Hatchery Locations) Location of Distribution Center
Distribution Coverage
Palembang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Palembang, Padang, Jambi, Pekanbaru, Lampung and Bengkulu Lampung, Bengkulu and Palembang West Java, West Kalimantan, Bangka–Belitung and Central Java Central Java, East and West Java East and Central Java, Bali, Lombok and Makassar Sulawesi, Southern & Eastern Kalimantan Bali, Lombok and East Java Medan, Pekanbaru and Jambi Medan, Pekanbaru and Padang Pekanbaru, Padang, Medan and Aceh Jambi, Bengkulu and Lubuklinggau
Lampung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . West Java . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Central Java . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Java . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sulawesi and Kalimantan . . . . . . . . . . . . . . . . . . . . . Bali . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Padang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Medan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pekanbaru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jambi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Beef cattle Location of Distribution Center
Distribution Coverage
Probolinggo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Situbondo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bekri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
East Java and Jakarta East Java Jakarta, Banten, West Java, Lampung, South and West Sumatra Jakarta, Banten, West Java, Lampung, South and west Sumatra Jabotek, West, Central and East Java, Lampung, North Sumatra, South Sulawesi and Bali
Jabung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Serang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the domestic market, most of our logistics infrastructure is coordinated in-house, particularly for areas where we have an established presence. For poultry feed, we distribute directly to our key customers and the rest through agents or poultry shops which have long-term, established relationships with us. We maintain control over these agents through strict credit limits, terms of payment and uniform product pricing, as well as requiring agents to pledge assets including land. DOCs are usually distributed directly to our final customers, who typically place an order on cash before delivery terms. Live broilers produced on our commercial and contract farms are sold directly to regional wholesalers on COD basis while chilled or frozen chicken are sold to wholesalers on prevailing seasonally-adjusted credit terms. Our branded beef products are distributed to major supermarket chains with limited exposure to credit risks. Technical and After Sales Services We seek to provide after-sales servicing, technical support and comprehensive solutions directly to our customers. We provide on-site guidance to our customers to assist them to use our feed products effectively and advise our customers on any technical issues that they may encounter in the poultry breeding process. We offer products tailored to key customers’ individual specifications and work with them to maximize their overall operational success, which in turn can lead to greater demand for our products. CUSTOMER CREDIT We extend credit to a limited number of customers in connection with sales of our poultry, poultry feed and aqua-feed. Our credit terms for poultry third party sales typically provide for payment within one month or less. We take a number of factors into consideration when agreeing to credit terms with our customers, including volumes purchased, customer relationship and historical track record for timely payment. For the years ended December 31, 2015 and 2016, we wrote off bad debts totaling Rp0.8 billion and Rp145.4 billion, which represented 0.1%, and 12.0%, respectively, of total trade receivables at year end. LOGISTICS We maintain our own fleet of more than 198 vehicles for our DOC business so as to maintain our high biosecurity standards and to ensure the timely delivery of DOCs. All DOCs must be shipped to farms within 24 hours of their arrival into Indonesia. We outsource our other transportation requirements to several Indonesian trucking companies. COMPETITION We believe that having a local presence and relationships are key drivers of success in the Indonesian poultry industry and can lead to better control and management over costs and quality (including freshness) and the cultivation of long-term relationships with customers. As in other developing countries, the poultry industry in Indonesia is typically a “live bird” industry with localized competition. As Indonesia is a predominantly Muslim country, it is important that poultry be slaughtered and maintained in a “halal” manner in accordance with Muslim religious requirements. Due to this and other factors, including import restrictions, imports of poultry products into Indonesia have historically been relatively low. 93
Integrated operations including ours are able to bundle feed and DOC sales in order to obtain better access to farming customers and to provide fully-integrated solutions (including technical services and buy-back of stock) to our customers. We are also able to work closely with vaccine suppliers and other equipment suppliers to offer a full range of products and services to farmers. We also seek to provide technical and marketing input to our customers to enhance their competitiveness. We believe integration affords us a significant competitive advantage over non-integrated operators. We believe our primary competitor in the markets in which we operate is PT Charoen Pokphand Indonesia Tbk, which also seeks to offer fully-integrated solutions to customers. The Indonesian poultry industry, while ahead of other types of animal protein, is still evolving technologically, particularly in relation to biotechnology improvements in breed selection. We believe that the right breed, adjusted to local conditions, can lead to higher profits for farmers due to lower mortality, better growth rates and better feed-to-weight conversion ratios. The Indian River and Lohmann Brown breeds in particular, which we use exclusively, have been specially bred for tropical climate conditions in respect of humidity, heat and disease resistance. INSURANCE We have in place the following insurance policies: •
property all-risks insurance for our fixed assets and inventory in relation to any damage caused by accidents, fire civil disorder, and/or natural disasters;
•
all-risks insurance in respect of physical loss or damage to grandparent, parent and final stock DOC, excluding losses arising from Avian Influenza, as such insurance is not customary and is unavailable in Indonesia on commercially reasonable terms;
•
social security insurance for our employees (Employee Social Security or “BPJS”), as required by Indonesian law, including pension insurance unemployment insurance work injury insurance and medical insurance;
•
earthquake insurance in relation to any damage caused by earthquakes, volcanic eruptions or tsunamis; and
•
motor vehicle insurance for our motor vehicles in relation to any damages.
Our directors believe that the above insurance policies that we currently hold are adequate for our business and operations, and we will review our insurance coverage annually. See “Risk Factors – Risks Relating to Our Operations and the Industry – Our insurance coverage may be inadequate”. INTELLECTUAL PROPERTY RIGHTS We have the exclusive right to distribute and market the “Indian River” brand from Aviagen and the “Lohmann Brown” brand from Lohmann Tierzucht pursuant to supply agreements. Our distribution and use rights of these trademarks are for all areas in Indonesia. We also have trademarks in respect of the “Japfa” name and our key brands including “Multibreeder”, “Comfeed” and “Benefeed”. REGULATIONS AND LICENSES Government and Environmental Regulations Our operations and facilities are subject to various regional, state and local environmental laws and regulations governing, among other things, grading, quality control, labeling, sanitary control and waste disposal. Under these laws and regulations, we are also required to obtain permits from governmental authorities, including, but not limited to, wastewater discharge permits. Our feedmills are subject to governmental regulation and inspections. In addition, we maintain our own inspection program to assure compliance with our own standards and customer specifications.
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We have made, and will continue to make, capital and other expenditures as necessary in order to ensure compliance with existing environmental, health and safety laws and regulations and permits. As at the date of this document, we do not know of any major capital expenditures necessary to comply with such laws and regulations. However, as environmental, health and safety laws and regulations are becoming increasingly more stringent, including those relating to animal wastes and wastewater discharges, there can be no assurance that we will not be required to incur significant costs for compliance with such laws and regulations in the future. We have a focus on health safety and environmental matters and have, to date, not experienced any adverse environmental events or major accidents of any of our facilities. We maintain waste treatment facilities at our facilities in accordance with applicable regulatory requirements. A portion of solid waste produced at our facilities is sold as fertilizer to third parties. For more information on regulations, see “Regulation”. Licenses We hold a number of licenses and permits which are essential for the conduct of our business. Poultry Feed Production In relation to our industrial activities, our principal operating licenses are an Industrial Business License and an Industrial Expansion Business License, which were issued by the Indonesian Capital Investment Coordinating Board (“BKPM”), and are valid for the duration of our operational activities. Companies that are engaged in the animal feed production industry are also required to prepare an Environmental Monitoring Efforts Report/Environmental Management Efforts Report which must be approved by the relevant authorities. These reports have been prepared in respect of each of our applicable factories. We have also been issued with Animal Feed Quality Certificates by the Animal Feed Quality Examination Centre under the Ministry of Agriculture and Animal Feed Registration Numbers by the Director General of Farm Production under the Ministry of Agriculture. The Animal Feed Registration Numbers have been issued for each of our farming locations and are valid for a period of five years and may be extended once for a further period of five years, following which it will be necessary for us to re-register in order to obtain a new Animal Feed Registration Number. Poultry Farming and Breeding and Beef Cattle For our poultry farming activities, we have been granted a Farm Business License by the regional Livestock Agencies/Regional One Stop Service Agencies in Minahasa, Lampung, Pontianak and Garut, which is valid for the duration of our operational activities and a Farm Expansion Business License issued by BKPM which is also valid for the duration of our operational activities. As is required in relation to our poultry feed production activities, we are also required to prepare Environmental Monitoring Efforts Reports/Environmental Management Efforts Report. These reports must be approved by the relevant authorities under the State Ministry of the Environment. These reports have been prepared in respect of each of our applicable factories. In relation to imports of our grandparent stock, we are required to obtain an Animal Entry Permit which is applied for, and issued, in relation to each import entry. For such import operations, we are required to obtain principally, a Producer Identification Import Number (APIP) issued by BKPM, a Certificate of Animal Health from authorized institutions of the country of origin of the grandparent stock, a certificate of origin from the breeder in the country of origin and a Temporary Animal Quarantine Permit which is valid for a period of one year, prior to the issuance of a Release Certificate by the quarantine veterinarian under the Quarantine Body, Directorate General of Livestock, Ministry of Agriculture which releases our grandparent stock from quarantine. We are also required, on an occasional basis and subject to local governmental regulations, particularly during an outbreak, or if the area is considered to be at risk for avian flu, to obtain an Avian Influenza Free Certificate from the Regent/Mayor of the Agency of Livestock.
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Aquaculture In relation to our shrimp farming activities, we have obtained a Fisheries Business License from the relevant ministry or local investment and licensing agencies (in accordance with the respective authority) which remains valid for the duration of our operational activities. We are required to prepare Environmental Monitoring Effort Reports/Environmental Management Effort Reports in relation to our aquaculture activities, which reports have been prepared in respect of each of our ponds and have been approved by the relevant authorities under the State Ministry of the Environment. An Environmental Impact Assessment is carried out by authorized institutions in relation to fisheries which exceed 50 hectares in size. The latest Environmental Impact Assessment was carried out on December 22, 1997 which was further approved by the Ministry of Agriculture on January 12, 1998 for ponds in South Kalimantan. Slaughter House, Cold Storage and Processing Facilities We have obtained a Food Business Unit Veterinary Control Certificate for Food from Animals issued by the regional government institution which is valid for as long as we operate. We have also obtained a Large Trade Business License which was issued on November 15, 2016 and remains valid until June 9, 2021. As with our poultry feed, farming and breeding operations, we are required to prepare an Environmental Efforts Report/Environmental Management Efforts Report, which have been prepared for each of our slaughterhouse and cold storage facilities. WTO Proceedings On May 8, 2014, New Zealand and the United States initiated World Trade Organization proceedings (the “WTO Proceedings”) against Indonesia under the General Agreement on Tariffs and Trade 1994 (“GATT 1994”), concerning measures imposed by Indonesia restricting the importation of certain horticultural products and animals into Indonesia. New Zealand and the United States initiated the WTO Proceedings in order remove Indonesian regulations that, among other things, restrict foreign importation of beef and chicken. On December 8, 2016 the World Trade Organization found that Indonesia was not in compliance with its trade obligations under GATT 1994, and requested that Indonesia bring its measures into conformity with the same. On February 17, 2017, Indonesia announced its decision to appeal certain issues of law and legal interpretation. As of the date hereof, the date for the appeal has not been set. EMPLOYEES As at December 31, 2016, we directly employed 19,964 people, with 11,766 employed in our poultry business, 1,941 in our aquaculture business, 627 in our beef cattle business and 5,630 in our supporting businesses. We currently have approximately 141 senior management staff, 2,144 sales and marketing staff, 10,684 production staff and 6,995 employees working in other supporting functions.
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The following table sets forth the breakdown of our employees by business and staff type for the periods indicated:
2014
Year ended December 31, 2015
2016
Business Segment Poultry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aquaculture . . . . . . . . . . . . . . . . . . . . . . . . . . Beef cattle . . . . . . . . . . . . . . . . . . . . . . . . . . . Supporting businesses . . . . . . . . . . . . . . . . .
11,018 1,901 590 5,509
11,109 1,947 611 5,565
11,766 1,941 627 5,630
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,018
19,232
19,964
Staff Type Management . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . Production . . . . . . . . . . . . . . . . . . . . . . . . . . . Supporting function . . . . . . . . . . . . . . . . . . . .
145 1,971 10,402 6,491
154 2,038 10,362 6,678
141 2,144 10,684 6,995
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,018
19,232
19,964
We believe we have a good relationship with our employees. Many of our employees have been with us since our inception, which we believe gives us a competitive edge as our employees have developed a longstanding familiarity with our customers and their needs, enabling us to respond swiftly and efficiently to changes in our customer requirements. We believe we are an employer of choice, which is reflected by our low staff turnover rate of approximately 5.0% during 2016 at the supervisory level and above. Instead of having any formal labor unions initiated by the employees, we hold regular bipartite communication forums where employees and management are encouraged to discuss issues openly. We also have established a system of employee cooperatives which work closely with management to protect employee welfare. We have not experienced any serious labor unrest. We employ a range of qualified technical staff who have industry-recognized qualifications comprising graduate, master’s and doctorate academic and professional qualifications, as well as significant previous experience in the industry. On commencing employment with us, staff are required to undertake induction and basic skills training. Our technical staff are required to undertake our in-house Total Productive Maintenance training program which includes specific training in relation to machinery and our management staff receive communication and leadership skills training. We also send our employees to participate in seminars and training sessions held by external institutions. We consider strong leadership skills to be a key factor to the success of our business, and we reinforce this message through our management training program called the Enhanced Foundation Program. In 2016, 252 of our middle to top-level managers attended the program, which was conducted by a third party and coordinated by our People Development Department. LITIGATION Except for the cases listed below, we are not currently a party to any proceedings that, if adversely determined, might have a material adverse effect on our business, financial condition, results of operations or prospects. In addition to the cases listed below, the Company is currently undergoing administrative procedures relating to a previously paid withholding tax that may result in a future assessment. Anti-Trust Case on Day Old Chick Final Stock (DOC FS) On October 13, 2016 the Company, along with 11 other companies (collectively referred to as “the Reported Parties”), was found by KPPU to be in violation of Article 11 of the Anti-Monopoly Law. The subject of the case was the culling of DOC FS carried out by the Reported Parties at the instruction of 97
DGLAH. We believe that DGLAH issued the instruction to resolve the oversupply of livestock in the market. However, KPPU found that the Reported Parties acted as a cartel to limit the production and subsequently to increase the price of DOC FS at the market and fined the Company Rp25 billion. On December 7, 2016, the Company filed an appeal, and to date, KPPU and the Reported Parties are waiting for the Supreme Court to appoint a court to examine and decide the appeal. Anti-Trust Case on Beef On April 1, 2016 PT Santosa Agrindo and PT Austasia Stockfeed, our subsidiaries, along with 30 other companies (collectively the “Reported Parties”) were found by KPPU to be in violation of Articles 11 and 19(c) of the Anti-Monopoly Law. The subject of the case was a shortage in cattle, which led to a price increase in the market. KPPU concluded that, despite the effects of the cattle import quota imposed by the Government in 2015, the shortage was caused by the formation of a cartel by the Reported Parties to reduce the supply of beef cattle and increase the price of beef cattle in certain areas. KPPU imposed fines of Rp8.8 billion and Rp5.5 billion on PT Santosa Agrindo and PT Austasia Stockfeed, respectively. On June 9, 2016, PT Santosa Agrindo and PT Austasia Stockfeed filed an appeal against this decision, the parties await the scheduling of the first hearing in Central Jakarta District Court. Lake Toba Case On March 16, 2017, our wholly-owned subsidiary, PT Suri Tani Pemuka (“STP”) received a summons with respect to a civil lawsuit lodged by YPDT with respect to STP’s tilapia farming business at Lake Toba in Sumatra. The lawsuit also names as defendants one other company that is engaged in similar business activities at Lake Toba, as well as four governmental authorities. The lawsuit alleges that the aquaculture operations conducted at Lake Toba violate existing environmental law. The lawsuit seeks to recover damages of Rp114.2 trillion (US$8.5 billion) from STP and Rp260.0 trillion (US$19.4 billion) from the other corporate party. The first court appearance is scheduled for April 3, 2017. We have conducted our operations at Lake Toba in compliance with the relevant licensing framework and do not believe that the lawsuit will have a material adverse impact on our business as a whole.
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RELATED PARTY TRANSACTIONS Overview Under the regulations of OJK, any conflict of interest transaction by an equity issuer or a public company must be approved by a majority of the shareholders who have no conflict of interest with such transaction and/or are not affiliates of the director, commissioner or principal shareholder who has a conflict of interest (the “Independent Shareholders”). A “conflict of interest” is defined under OJK regulations to mean a conflict between the economic interests of the company, on the one hand, and the personal economic interests of any member of the board of commissioners, board of directors or principal shareholders (a holder of 20% of the issued shares, directly or indirectly, of a public company) in a transaction which can be detrimental to an equity issuer or a public company due to the unfair price determination. OJK has the power to enforce this rule. We believe that there are currently no conflicts of interest between us and our board of commissioners, our directors or our principal shareholders or any of their affiliates. However, we have entered into the following transactions with related parties all of which we believe were on an arm’s length basis: Sales to Related Parties Sales to related parties represented 2.3% and 2.2% of our total sales for the years ended December 31, 2015 and 2016, respectively, respectively. Sales to PT So Good Food. We sell goods to our related party, PT So Good Food. For the years ended December 31, 2016 and 2015 total sales to PT So Good Food amounted to Rp368.7 billion and Rp404.5 billion, repectively. Sales to PT So Good Food Manufacturing. We sell goods to our related party, PT So Good Food Manufacturing. For the years ended December 31, 2016 and 2015 total sales to PT So Good Food Manufacturing amounted to Rp169.2 billion and Rp136.4 billion, respectively. Sales to PT Greenfields Indonesia. We sell goods to our related party, PT Greenfields Indonesia. For the years ended December 31, 2016 and 2015 total sales to PT Greenfields Indonesia amounted to Rp22.0 billion and Rp20.9 billion, respectively. Sales to Japfa Comfeed Myanmar Pte Ltd. We sell goods to our related party, Japfa Comfeed Myanmar Pte Ltd. For the years ended December 31, 2016 and 2015 total sales to Japfa Comfeed Myanmar Pte Ltd amounted to Rp22.4 billion and Rp1.4 billion, respectively. Purchases from Related Parties Purchasers from related parties represented 13.1% and 20.3% of our total sales for the years ended December 31, 2016 and 2015, respectively. Purchases from Annona Pte Ltd. On October 20, 2010, we entered into a Supply Agreement with our related party Annona Pte Ltd (Annona). Annona is a global trader company which can provide credit facility for purchase of raw materials for the Company. In this agreement, Annona agreed to restrict their sales margin maximum of 5% per annum to the Company. The agreement is being renewed every five years. For the years ended December 31, 2016 and 2015 total purchases from Annona amounted to Rp3,535.9 billion and Rp5,010.1 billion, respectively. Purchases from PT So Good Food. We purchase goods from PT So Good Food. For the years ended December 31, 2016 and 2015 total purchases from PT So Good Food amounted to Rp12.7 billion and Rp73.0 billion, respectively.
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Agreements with Related Parties Lease agreement with PT Omega Propertindo. On April 1, 2014, we entered into a lease agreement with PT Omega Propertindo for the lease of a building measuring 6,207 square meters located in Wisma Millenia, JL. MT. Haryono Kav. 16, South Jakarta. This agreement is valid until March 31, 2019 Insurance agreement with PT Pan Pacific Indonesia through PT Dinamika Prima Servitama. We entered into an Insurance agreement with PT Pan Pacific Indonesia through PT Dinamika Prima Servitama as an insurance broker. This policy is valid until December 31, 2017. In addition to the transactions listed above, we make use of certain of the assets of our shareholders as part of our ordinary course of business, including the use of apartments and a boat owned by the shareholders, for which we pay the shareholders compensation in line with the fair market value of such services. Payments to the shareholders for the use of these services in 2016 totaled less than US$0.5 million. We also entered into several agreements with PT Ometraco Arya Samanta, which at the time was a related party. As of December 31, 2016, and as of the date hereof, PT Ometraco Arya Samanta is no longer a related party.
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MANAGEMENT In accordance with Indonesian law, we have both a board of commissioners and a board of directors. The two boards are separate and no individual may serve as a member on both boards. The rights and obligations of each member of the board of commissioners and board of directors are regulated by our articles of association (the “Articles”) and by the decisions of our shareholders at a general meeting of shareholders. Under the Articles, the board of directors must consist of at least two members, including a president director and a vice president director. The president director can legally bind us. The board of commissioners must have at least two members, including a president commissioner and a vice president commissioner. BOARD OF COMMISSIONERS The principle function of the board of commissioners is to give advice and recommendations to, and to supervise, the board of directors. Members of the board of commissioners are appointed and removed by shareholder vote at a general meeting of shareholders. The board of commissioners is currently comprised of five members, including the president commissioner, vice president commissioner and two independent commissioners, as set out in Deed No. 49 dated August 4, 2016 (Deed No. 49/2016). The current members of the board of commissioners are as follows: Name
Position
Age
Position Held Since
H. Syamsir Siregar . . . . . . . . . .
President Commissioner
76
2010
Hendrick Kolonas . . . . . . . . . . .
Vice President Commissioner
61
2012
Retno Astuti Wibisono . . . . . . . .
Independent Commissioner
73
2013
Ignatius Herry Wibowo . . . . . . .
Independent Commissioner
68
2015
Jaka Prasetya . . . . . . . . . . . . . .
Commissioner
46
2016
H. Syamsir Siregar has served as our President Commissioner from 1998 to 2005 and was re-appointed as our President Commissioner in 2010. Before joining our company, he served in the army of the Republic of Indonesia for over 30 years. He graduated from the National Military Academy and the School of Army Commanding Staff. Hendrick Kolonas has served as our Vice President Commissioner since 2012. He has extensive experience in financial and banking industry. He graduated from Schiller International University, United Kingdom, with a master’s degree in Business Administration and The University of Hull, United Kingdom, with a master’s degree in banking administration. Retno Astuti Wibisono has served as an Independent Commissioner since June 2013. She graduated from the Faculty of Law of Airlangga University in 1983. She previously served as Corporate Secretary for PT Ometraco Corporation Tbk, one of our affiliated companies. From 2000 until her retirement in 2012, she served as Head of Legal & License and Corporate Secretary of the Company and PT Multibreeder Adirama Indonesia Tbk. Ignatius Herry Wibowo has served as an Independent Commissioner since April 2015. He joined our company as a director in 1998. He started his career in 1977 in the banking profession. Prior to joining our company, he held the position of President Director at PT Bank Tiara Asia Tbk. He graduated from Diponegoro University, Semarang, Indonesia in 1977 with a degree in economics. In 2014 he retired from the Company. Jaka Prasetya has served as a Commissioner since August 2016 and he is also a Managing Director of KKR Singapore since 2014. He previously served as Managing Partner at LeafGreen Capital Partners (2011 – 2014), Managing Director at Raiffeisen Bank International (2010 – 2011), CEO of United Fiber System in Singapore (2006 – 2009), Director at Deutsche Bank (2004 – 2006), Vice President at Centre Solutions (Asia) Limited (2002 – 2004), Associate at Merrill Lynch (2000 – 2002) and Associate Director at UBS (1998 – 2000). 101
BOARD OF DIRECTORS Members of the board of directors are appointed and removed by shareholder vote at a general meeting of shareholders. The board of directors is comprised of four directors, including the president director and the vice president director. The board of directors is responsible for the management of our business. The current members of the board of directors are as follows: Age
Position Held Since
President Director
53
1997
Bambang Budi Hendarto . . . . . . . .
Vice-President Director
72
1997
Koesbyanto Setyadharma . . . . . . .
Director
59
2014
Tan Yong Nang . . . . . . . . . . . . . . . .
Director
56
2008
Rachmat Indrajaya . . . . . . . . . . . . .
Independent Director
55
2013
Name
Position
Handojo Santosa . . . . . . . . . . . . . .
Handojo Santosa joined our company in 1986 as manager in the edible oil division at Nilam in Surabaya. He has served as our President Director since 1997, prior to which he served as Deputy President Director. He has extensive experience in the industry through working in various positions in our business, including poultry feed, breeding and processing, and the aquaculture division. Bambang Budi Hendarto joined our company in 1978 and he has served as our Vice-President Director since 1997, prior to which he served as a Director. He graduated from Brawijaya University, Malang, Indonesia, in 1972 with a qualification in Animal Husbandry, and he has since completed further education in Holland, Taiwan and the United States in relation to animal nutrition. Koesbyanto Setyadharma has served as a Director since 2014. He earned a bachelor’s degree in economics from Padjajaran University, Bandung, in 1984. Tan Yong Nang has served as a director since 2008. He is a Chartered Financial Analyst and prior to joining our company, he held the posts of managing director, chief executive officer and project director at several companies in Indonesia, Singapore and Hong Kong. He graduated from Cambridge University with a master’s degree in economics. Rachmat Indrajaya has served as a Non-Affiliated (Independent) Director since 2013. He earned his bachelor’s degree in Civil Engineering from the Faculty of Engineering of the University of Trisakti in 1988. Previously he was Director and Deputy Director in various industries. From 2005 to June 2012, he served as Independent Commissioner in PT Multibreeder Adirama Indonesia Tbk. SENIOR MANAGEMENT TEAM The following table sets forth our senior management team: Age
Joined our Company
Deputy COO Poultry Operations
63
1979
Budiarto Soebijanto . . . . . . . . . . . .
Head of Poultry Feed
62
2001
Ardi Budiono . . . . . . . . . . . . . . . . . .
Head of Aquafeed and Business Support
50
1993
Samuel Wibisono . . . . . . . . . . . . . .
Head of Beef Division
52
2008
Putut Djagiri . . . . . . . . . . . . . . . . . . .
Head of Corporate Finance
53
1998
Eddy Widadi . . . . . . . . . . . . . . . . . .
Head of Human Resources
57
1988
Name
Office/Division
Antonius Harwanto . . . . . . . . . . . . .
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Antonius Harwanto has served as Commissioner of PT Multibreeder Adirama Indonesia Tbk (which has now merged with the Company), and as a Head of our Feed Division, since 2005. He graduated from Tujuh Belas Agustus University, Surabaya in 1986. Prior to joining us, he worked for EMKL NV Pasir Mas. His professional expertise is in marketing. Budiarto Soebijanto has served as Head of Poultry Feed since January 2017. Prior to holding that position, he was the Head of Marketing and Sales in the Feed Division. Prior to joining us, he worked in Cargill Asia Pacific Ltd. Ardi Budiono has served as Head of Aquafeed and Business Support since January 2017. Prior to holding that position, he was under assignment in India for almost 10 years as Head of Poultry Feed. He graduated from the Royal Melbourne Institute of Technology in 1991 with bachelor’s degree in management. Samuel Budiharso Wibisono currently serves as our Head of Beef Division. He graduated from the California State University, Long Beach, California, United States with a bachelor’s in marketing. He has been directly involved in the beef cattle business since 1992. Putut Djagiri currently serves as our Head of Corporate Finance. Previously, he served as a director of PT Multibreeder Adirama Indonesia Tbk (which merged with the Company). He received an MBA from IBMI in 1994. Eddy Widadi currently serves as our Head of Human Resources. He graduated from Diponegoro University, Semarang, Faculty of Law in 1984. Prior to joining us, he worked in a Japanese company operating as a general contractor. His professional experience has been focused on human resources and law. COMPENSATION Payment of compensation to the commissioners and directors is determined by the board of commissioners after receiving advice from the committee of Remuneration and Nomination and approval at the annual general meeting of shareholders. For the year ended December 31, 2016, the aggregate compensation (including bonuses) paid to the commissioners and directors and other key management was Rp252.5 billion (US$18.8 million).
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PRINCIPAL SHAREHOLDERS Our issued capital is divided into 11,410,522,910 shares as follows: 8,498,932,910 Series A shares with a par value of Rp200 per share; and 2,911,590,000 Series B shares with a par value of Rp40 per share. As at the date of this Offering Circular, our shareholding composition was as follows: Shareholder
Number of Shares
%
Japfa Ltd(1) Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,819,366,685
51.00
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,366,664,650
11.98
Public Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,209,524,635
36.89
Total Outstanding Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,395,555,970
99.87
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,966,940
0.13
Total Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,410,522,910
100.0%
KKR Jade Investments Pte. Ltd.(2)
Treasury
(1)
Japfa Ltd is a public company listed on Singapore Exchange Securities Trading Limited (SGX-ST). As of December 31, 2016, 80.46% of the shares of Japfa Ltd were owned by the Santosa family and 19.54% of the shares of Japfa Ltd owned by the public. The Santosa family refers to the descendants of the late Mr. Ferry Teguh Santosa and of the late Mrs. Carla Widjaja Santosa.
(2)
KKR Jade Investments Pte. Ltd. is an affiliate of funds and investment vehicles managed and advised by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”). KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds.
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REGULATION Animal Feed Production Industry Regulation of the Indonesian animal feed production industry falls within the jurisdiction of the Directorate General of the Agriculture and Chemical Industry. All industrial activities are regulated by Industrial Law No. 3 of 2014 (“Law No. 3/2014”). All industrial businesses, including the animal feed production industry, must obtain an Industrial Business License (Izin Usaha Industri- “IUI”) which is issued by the Industry and Trade Department at the regency or municipality level, and the license shall remain valid for as long as the company carries on its industrial activities. Industrial licenses are regulated pursuant to Government Regulation No. 107 of 2015 on Industrial Business License (“Government Regulation No. 107/2015”). There are three types of IUI in accordance with the size of their business, namely IUI for small-scale industry, medium-scale industry, and large-scale industry. All foreign investment companies can only obtain a medium or large-scale IUI. They are also required to conduct its industrial activities within an industrial area, or in the event there is no industrial area available, in a regency or municipality which does not harm the environment with its raw materials and/ or particular process of production. The scale of business is determined based on the number of employees or investment value. Pursuant to Minister of Trade Regulation (“MOTR”) No. 11/M-IND/ PER/3/2014 on the Restructuring Program for Machines and/or Equipment for Small-Scale Industry and Medium-Scale Industry which lastly amended with MOTR No. 20/M-IND/PER/3/2016 (“MOTR No. 20/2016”), the investment-value thresholds for small or medium-scale industry are as follows: (a) Small-scale industry: Rp500 million (maximum), excluding lands and properties; and (b) Medium-scale industry: Rp500 million to Rp10 billion, excluding lands and properties. As for the number of employees, the three types of industries are as follows: (a) Small-scale industry: 5 to 19 employees (b) Medium-scale industry: 20 to 99 employees (c) Large-scale industry: over 100 employees Environmental licenses are considered to be a key requirement in conducting industrial business within Indonesia. A company which carries on animal feed production activities must prepare an Environmental Monitoring Efforts Report or an Environmental Management Efforts Report, as a prerequisite to an application for an Industrial Business License. The objective of environmental licenses is to ensure that industry activities are not conducted in a manner that may be harmful to the environment. (Based on Government Regulation No. 27 Year 2012 on Environmental License, State Minister on Environment Regulation No. 16 Year 2012 on Guidelines on the Preparation of Environmental Document, and Law No. 32 Year 2009 on Environmental Protection and Management). Companies that are engaged in production of animal feed must comply with provisions set out in Law No. 18 Year 2009 on Farming and Animals Welfare (“Law 18/2009”), Presidential Regulation No. 48 Year 2013 on Cultivation on Domestic Animals (“Perpres 48/2013”), Ministry of Agriculture Decree Number 240/Kpts.OT.210/4/2003 on Guidance on Animal Feed Production (“Decree of 240/2003”), as well as Minister of Agriculture Regulation No. 65/Permentan/OT.140/9/2007 on Guidance on the Supervision of Animal Feed Quality (“Regulation No. 65/2007”), and Minister of Agriculture Regulation Number 19/Permentan/OT.140/4/2009 on-Stock Feed Registration Procedures and Requirements (“Regulation No. 19/2009”). Under Regulation No. 19/2009, animal feed which is manufactured for the purpose of sale and distribution must comply with certain quality standards and minimum technical requirements, and it is therefore necessary to register animal feed production operations with the Director General of Farm Production. After completing registration, the company is required to submit an application to the Head of Livestock Agency, following which an examination will be carried out to assess the quality of the animal feed which the company produces. Provided that the feed complies with the relevant quality requirements, the company will receive confirmation that the feed has passed the examination process and the will be granted an Animal Feed Quality Certificate by the Animal Feed Quality Examination Center under the Ministry of Agriculture or private accredited Animal Feed Quality Examination Center. Before the animal feed can be produced and distributed for sale, the feed must be registered with the Director General of Farm Production under the Ministry of Agriculture. 105
Furthermore, under the Regulation of Republic of Indonesia Ministry of Trade Number 20/M-DAG/PER/ 3/2016 of 2016 regarding Regulations on Corn Import (“MOT Regulation No. 20/2016”), only Perum BULOG based on the assignment by the Ministry of State Owned Enterprises is allowed to sell imported corn in Indonesia. As corn is the main raw-material for poultry-feed, Perum BULOG plays an important role in the procurement of corn feed in Indonesia and to the cost of goods sold of the Company. Poultry and Cow Breeding and Farming The poultry and cow breeding and farming industry is regulated by specific laws and regulations relating to the importation of animals and, in particular, importation of certain breeds, as well as separate laws and regulations in relation to poultry and cow farming and breeding. Under Government Regulation No. 16/1977, poultry husbandry in Indonesia is classified according to four sub-categories, namely: (i) laying pullet husbandry; (ii) broiler husbandry; (iii) final stock husbandry; and (iv) other poultry husbandry. Cow husbandry is classified into two categories, namely (i) beef cattle husbandry; and (ii) dairy cow husbandry. Generally, the main laws and regulations that govern farming activities in Indonesia are Law No. 18 of 2009 on Animal Husbandry and Health (“Law No. 18/2009”) and the implementing regulations that were issued prior to the enactment of Law No. 18/2009 such as Government Regulation No. 16 of 1977 on Farm Business (“Government Regulation No. 16/1977”) and Minister of Agriculture Decree Number 404/KPTS/OT.210/6/2002 on the Guidance of Licensing and Registration of Farm Businesses (“Minister Decree No. 404/2002”), which remain valid as long as they are not in conflict with Law No. 18/2009, and Minister of Agriculture Decree No. 61/Permentan/PK.230/12/2016 on Supply, Distribution, and Supervision on Breeding Poultry (“Minster Decree No. 610/2016”). This Minister Decree aims to protect the owners of layer and broiler chicken from unfair business competition. Under Minister Decree No. 61/2016, all entities that distribute breeding poultry must have an eggs or seeds certificate from the Product Certification Body appointed by Ministry of Agriculture and must submit a production report to the Directorate General of Livestock and Animal Health copying the relevant Governor or Regent. Under Law No. 18/2009, depending on the type and number of livestock, a company must obtain a Farm Business License or Farm Registration Certificate from the local regent or mayor to conduct farming activities. Furthermore, Minister Decree No. 404/2002 stipulates that (i) farms with more than 10,000 laying pullet stock are required to obtain a Farm Business License while farms with ≤10,000 laying pullet stock are required to obtain a Farm Registration Certificate; (ii) farms with more than 15,000 broiler stocks per cycle are required to obtain a Farm Business License while farms with ≤15,000 broiler stock per cycle are required to obtain a Farm Registration Certificate; and (iii) farms with more than 100 cows are required to obtain a Farm Business License while farms with ≤100 cows are required to obtain a Farm Registration Certificate. Principal Approval Under Minister Decree No. 404/2002, a company must apply to the local regent/mayor for principal approval prior to obtaining a Farm Business License. The principal approval is granted to enable Farm Business License applicants to start administrative and physical preparation activities in relation to, among other things, their location permits, building permits, expatriate permits, installation permits and other permits required by the prevailing laws and regulations. The principal approval is valid for one year and may be extended once for another one year term. Farm Business License The Farm Business License is issued by the local regent/mayor and is granted to a company that has obtained principle approval and is ready to conduct production activities. The Farm Business License is valid as long as the license holder conducts its farm business activities and may be revoked if the license holder: (a) does not conduct business activities within the three months after the issuance of the Farm Business License or ceases its activities for one year; 106
(b) moves the farm location without prior consent from the license issuer; (c) expands its farm business without obtaining a Business Expansion License; (d) does not submit a farm business report to the relevant authority three consecutive time; (e) transfers the license to another party without prior notification to the license issuer; (f)
returns the license to the license issuer; and
(g) does not conduct infectious animal disease prevention and eradication and work safety procedures in accordance with the prevailing laws and regulations. Business Expansion License Government Regulation 107/2015 enables any IUI holder to expand his production capacity without first having to secure an expansion license. However, if the expansion includes the utilization of natural resources, an environmental impact analysis document and an expansion license becomes mandatory. Local regulations also have an important role in regulating farm businesses, particularly in relation to poultry husbandry businesses. Some local governments may require farm businesses to obtain an Avian Influenza-Free Certificate, particularly in local areas which are at a risk of an Avian Influenza outbreak. Typically, local services (including the Livestock Agency at Regency or City level) will conduct Avian Influenza examinations of local husbandry sites. For more information, see “– Regulations relating to the prevention and control of Avian Influenza”. Health issues are considered to be important in relation to poultry importation activities. Poultry which is imported to Indonesia must be guaranteed as being free from any kind of disease that may harm humans and other animals in Indonesia or which may be harmful to the environment generally. In order to avoid the spread of any animal disease in Indonesia, all animals which are imported are subjected to quarantine procedures before being granted an entry permit to Indonesia. The purpose of these quarantine procedures is to ensure the health of all animals being imported, given the potential significance of a spread of disease. Such quarantine procedures may include examination of individual animals, isolation, observation, treatment, confiscation, rejection, destruction or release, depending upon the outcome of a veterinary examination. Indonesia has a number of laws and regulations governing quarantine requirements and procedures which include, among others, Law No. 16 of 1992 on Animal, Fish and Plant Quarantine, Government Regulation No. 82 of 2000 on Animal Quarantine, and the Minister of Agriculture Decree No. 422/Kpts/ LB.720/6/1988, as amended by the Decree of Minister of Agriculture No. 212/Kpts/LB.720/4/2001 on Animal Quarantine Regulation. In order to guarantee the health of all imported animals, a health certificate is required to be granted by the country of origin and the transit country, and such a health certificate must be submitted for verification at designated entry locations. Imported animals that are quarantined will be examined by quarantine veterinarians, and animals that are confirmed as being free from disease may be released from quarantine and are permitted to enter Indonesia. According to Indonesian laws and regulations, a number of documents are required for animal importation including, among others, (i) Recommendation of Approval to Import from the Agriculture and Animal Health Director General, as set out in the Minister of Agriculture Decree No. 52/Permentan/ OT.140/9/2011 on Recommendation on the Approval of Import and Export of Livestock to Indonesian Territory, (ii) a Temporary Animal Quarantine Permit (in order to put the imported animals into quarantine) issued by the Quarantine Body under the Directorate General of Livestock and (iii) an entering permission letter, authorizing the animal(s) to enter Indonesia, as well as (iv) a release certificate issued by the veterinarian under the Quarantine Body, Directorate General of Livestock which declares that such animal(s) may be released from quarantine when certified to be healthy and free of disease.
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Aquaculture The key Indonesian aquaculture laws and regulations include, among others, Law No. 31 of 2004 on Fisheries,, as amended by Law No. 45 of 2009, on Fisheries, Decree of Minister of Marine and Fisheries No. KEP.02/MEN/2007 on Good Aquaculture Practices (“Decree No. 02/2007”), Decree of the Minister of Marine and Fisheries Number 52A/KEPMEN-KP/2013 on Requirements on System Quality and Safety of Fisheries Products on Production, Processing and Distribution Process (“Decree No. 52A/2013”), Decree of the Minister of Marine and Fisheries Number 75/PERMEN-KP/2016 on General Guidance for Farming of Tiger Shrimp and Vaname Shrimp (“Decree No. 75/2016”), Regulation of the Minister of Marine and Fisheries Number PER.19/MEN/2010 on System Quality and Safety of Fisheries Products Control (“Minister Regulation No. 19/2010”), and Regulation of the Minister of Marine and Fisheries Number PER 49/PERMEN-KP/2014 on Licenses in Fish Farm Businesses (“Minister Regulation No. 49/2014”). Fisheries, including shrimp ponds and farms, must obtain a Fisheries Business License in order to perform fisheries business activities. In addition, fisheries with capital investment facilities must obtain a Capital Investment Recommendation of Fish Farm prior to obtaining capital investment approval or a business license. Whether or not a Fisheries Business License and Capital Investment Recommendation of Fish Farm will be granted to a business will depend upon the size and location of the fisheries, shrimp ponds and farms in question. For fish ponds which employ expatriates and which are located in more than 12 nautical miles and/or in two provinces or more, the license and recommendation will be granted by the General Director. The Governor is responsible for granting Fisheries Business Licenses and Capital Investment Recommendations of Fish Farms in respect of fisheries, shrimp ponds and farms which are domiciled within the Governor’s administrative jurisdiction, which are located below 12 nautical miles and/ or consist of two regencies or more, and which do not employ expatriates or use foreign capital. For fisheries, shrimp ponds and farms located in less than four nautical miles and which do not employ expatriates, the Fisheries Business License and Capital Investment Recommendation of Fish Farm will be granted by the Regent or Mayor of the relevant administrative jurisdiction in which the fisheries, pond or farm is located. Businesses which operate shrimp ponds must also apply Good Aquaculture Practices, which is a form of guidance targeted at ensuring that shrimp ponds apply healthy and safe farming practices in carrying out their activities. Good Aquaculture Practices must be applied in order to obtain a Certificate of Good Aquaculture Practices. Shrimp ponds that do not obtain such certification are prohibited from distribution their products as exported raw materials. Businesses which operate shrimp ponds must take into account the environmental impact which might occur as a result of such activities. The activities of fisheries businesses are required to comply with certain provisions pursuant to the Decree No. 75/2016 and Decree No. 02/2007. Under Minister Regulation No. 19/2010, fisheries products must be certified, in order to ensure their quality and safety for distribution to, and consumed by, humans. Business units that fulfill these quality and safety requirements in respect of their fisheries products are granted certificates, namely: a.
Certificate of Good Aquaculture Practices, granted by the General Director of Fisheries Farming;
b.
Certificate of Good Fish Handling Practices, granted for fish freights and/or fishing vessels by the Chief of Fishing Port or the Head of Provincial Fisheries Agency;
c.
Certificate of Good Fish Handling Practices, granted for fish collection, suppliers or distribution unit by the Head of the Technical Implementation Unit of the Fish Quarantine and Inspection Agency;
d.
Certificate of Hazard Analysis Critical Control Point, granted by the Head of the Fish Quarantine and Inspection Agency; and
e.
Certificate of Health, granted by the Head of the Technical Implementation Unit of the Fish Quarantine and Inspection Agency, Head of Laboratory or other competent authority. 108
Breeding and farming activities of fisheries businesses are monitored by the competent authority, which is a segment of the Ministry of Marine Affairs and Fisheries in the Republic of Indonesia. Such monitoring activities are conducted in order to ensure the quality and safety of fisheries products for human consumption. Post-harvest Industries (such as slaughter houses and cold storages) Minister of Agriculture No. 13/PERMENTAN/OT.140/1/2010 on Requirements of Slaughter House for Ruminansia Animal and Meat Cutting Plant (“Minister Regulation No. 13/2010”). Persons or business entities who establish a slaughter house must obtain a licence to build the slaughter house and another licence to conduct any slaughter activities, which can be obtained from the relevant regent or mayor. In order to ensure and guarantee the quality and health of meat produced, slaughter houses and cold storage operations must obtain a Veterinary Control Number (Nomor Kontrol Veteriner, “NKV”). The granting of the NKV is dependent on fulfillment of certain hygiene and sanitation technical requirements for buildings, facilities and infrastructure. Under Minister Regulation No. 381/2005, prior to obtaining an NKV, slaughter houses and cold storage operations must fulfill certain administrative and technical requirements. The administrative requirements include obtaining a Deed of Establishment, a Domicile Statement Letter, a Trading Business License, a Taxpayer Registration Number and a Nuisance License. The technical requirements include obtaining an Environmental Management Efforts Report or an Environmental Monitoring Efforts Report, in order to ensure that the company’s activities are not being carried out in a manner that is harmful to the environment. The NKV must be stamped on the packaging of meat, eggs, and milk. The meat must also be certified by a Statement Letter of Meat Hygiene by the Veterinary Doctor at the slaughter house. Minister Regulation No. 13/2010 regulates the building or building area of a slaughter house. The slaughter house must comply with the technical provisions of the Indonesian National Standard of Slaughter Houses for Animal (SNI 01-6159-1999) and the Indonesian National Standard of Slaughter Houses for Poultry (SNI 01-6160-1999). In addition, cold storage facilities at slaughter houses that also produce chilled or frozen fresh meat must be a specific size based on the number of frozen products stored there and must be maintained at a required temperature. A company that conducts animal slaughtering or meat cutting business must obtain an Animal Slaughtering and/or Meat Cutting Business License, together with a Slaughtering House Construction License from the Regent / Mayor of the administrative jurisdiction in which the slaughter house is located. The Animal Slaughtering and/or Meat Cutting Business License can be revoked if the company conducts slaughtering and/or meat cutting activities in a location for which it has not obtained a Slaughtering House Construction License. Companies are also required to have a veterinary doctor who is certified in the veterinary social hygiene sector supervise their slaughter houses. General Trade Under Minister of Trade Regulation No. 39/M-DAG/PER/12/2011 on Second Amendment of Minister of Trade Regulation No. 59/M-DAG/PER/9/2012 on Issuance of Trade Business License (“Minister Regulation No. 39/2011”), companies which conduct General Trade activities must obtain a Trade Business License, which is issued by the Industry and Trade Service. The Trade Business License will remain valid and can be used for as long as the company carries on its trade business activities. General trade is regulated generally by the Minister of Industry and Trade Decree. Regulations relating to the prevention and control of Avian Influenza In order to prevent, control, and eradicate the Avian Influenza virus, the Directorate General of Husbandry on Department of Agricultural has issued Decree No. 05018/Kpts/PD.610/F/12/2008 on the amendment of Decree of the Directorate General of Husbandry No. 45/KPTS/PD.610/F/06.06 on the Standard Operational Procedure (SOP) of Avian Influenza Epidemic Control in Indonesia (“Decree No. 05018/2008”). The SOP has been a model for every state and regional government in taking action to prevent, control, and eradicate Avian Influenza throughout Indonesia. The Head of Husbandry Services or related government offices that have responsibility for Husbandry and Animal Health Affairs in every province or regency in Indonesia, together with the relevant society, will supervise the performance of controls of Avian Influenza in their region. 109
The SOP provides directions and guidance in relation to the action which must be taken by Poultry Business Industries in order to prevent the spread of Avian Influenza in Indonesia. The SOP applies to all sectors of the poultry industry which consist of Large Scale Poultry and Breeding Farms (Sector 1 and Sector 2), Middle Scale Poultry Farms (Sector 3), Small Scale Poultry Farms (Sector 4) and Poultry Markets, Poultry Shelters, Poultry Slaughter Yards and other locations of poultry nurseries in, among other locations, Zoos, Bird Parks, Animal Parks and Poultry Breeding and Conservation Centers. The contents and chapters of the SOP are: (a) Internal policy on biosecurity, which stipulates the procedures for the first diseases eradication defense which is conducted in order to prevent all possible contact/spread of disease from an infected farm. Our internal policy on biosecurity procedures applies to every poultry farm, shelter and slaughter yard and all veterinary equipment. (b) Depopulation, disposal, and compensation, which stipulates the (i) effective eradication of infected or health poultry in one cage or in a restricted area (depopulation); (ii) disposal of remaining eradicated stock, carcasses, infected eggs, feathers, equipment, husk waste/cage bases or anything that is already infected that cannot be disinfected (disposal); and (iii) compensation for poultry business whose poultry are depopulated with a stipulated amount of compensation (compensation). (c) Vaccination, which stipulates the procedures and techniques for vaccinations, with the Government is responsible for the vaccination for Sector 4 of the poultry industry (Small Scale Poultry Farm). (d) Supervision and limitation of poultry traffic, products, equipment, and poultry waste, which stipulates rules which are targeted at managing traffic, products, equipment, and waste in relation to, among other things, DOC, broilers, layers, eggs, and stock feed. (e) Early detection and pre-diagnostic judgment, which stipulates the initial action which must be taken, and the procedure of reporting any cases of suspected Avian Influenza. This chapter also stipulates directions in relation to rapid testing to detect Avian Influenza and the making of a prediagnostic judgment on the basis of clinical, pathological, anatomical, and epidemical indicators. (f)
Poultry restocking, which stipulates terms and conditions for re-stocking poultry back into the cage after all disposal, disinfection and cage emptying actions are completed in accordance with the stipulated procedures.
(g) Public Awareness Guidance on Avian Influenza which stipulates guidance to promote public awareness on the dangers, effects and prevention steps for certain infectious animal disease. Decree No. 05018/2008 governs the SOP which is to be applied in every region throughout Indonesia, although it does not stipulate any sanctions for poultry businesses who fail to comply with the SOP. However, regional government authorities may enact Regional Regulations, Governor Regulations or Regent Regulations in relation to the prevention, control, and eradication of Avian Influenza pursuant to Decree No. 05018/2008, which may stipulate sanctions for non-compliance. Each individual region may therefore govern different terms and conditions for the treatment of Avian Influenza problems according to local considerations. There are a number of prevailing regulations which apply in several regions and which govern prevention of Avian Influenza as follows: (a) Governor of Banten Regulation No. 1/2007 on Restriction of Poultry Care in Living Environment and Eradication on Avian Influenza (A1)/Bird Flu which Affects Human in Banten Province. This regulation has the same general content to the SOP and is governed by Decree No. 05018/2008. However, there are several articles in this regulation which are conducted by all poultry caretakers (including poultry business operators), such as the obligation to obtain a statement of health for poultry (Surat Keterangan Sehat Unggas) from the relevant local authority as stated in article 10 paragraph (1), which applies to anyone who takes care of poultry, as well as article 8 which applies to all birds, and which requires a statement of health for poultry from the relevant local authority. 110
This regulation also requires the relevant local authority to perform supervisory duties at three month intervals, unless an Avian Influenza case occurs, in which case the authorized officer must take visible measures involving all relevant authorities to address and overcome the situation. Article 14 provides that: (1) the Husbandry office or related government office which has responsibility for Husbandry Affairs shall, together with participation from the relevant society, perform certain supervisory duties; and (2) such supervisory duties shall be performed at three month intervals unless a case of Avian Influenza occurs, in which case, as noted above, the authorized officer must take visible measures involving all relevant authorities to address and overcome the situation. (b) Governor of West Java Regulation No. 19/2007 on Intensification for Control of Bird Flu Virus (“Avian Influenza”) in West Java. The terms, conditions, and requirements stipulated in this regulation are similar to the SOP which is stipulated in Decree No. 05018/2008. (c) Governor of Lampung Instruction No. 2 /2007 on Prevention, Control, and Eradication of Avian Influenza Disease/Bird Flu in Lampung Province. This regulation stipulates certain instructions and directions to the Regent or Mayor of Lampung, the Head of Health Office of the Lampung Province, the Head of Husbandry and Animal Health Office of the Lampung Province, and all Lampung societies to follow certain specified procedures for prevention, control, and eradication of Avian Influenza. Environmental Regulation Environmental protection in Indonesia is governed by various laws, regulations and decrees. On October 3, 2009, Law No. 32 of 2009 on Protection and Management of Environment (“Law No. 32/2009”) replaced Law No. 23 of 1997 on Environmental Management. However, the implementing regulations in respect of Law No. 32/2009 have not yet been issued to date. Therefore, the existing regulations, including Law No. 32/2009, Government Regulation No. 27 of 1999 on Environmental Impact Analysis (Analisa Mengenai Dampak Lingkungan or “AMDAL”) and Decree of the State Minister of Environmental Affairs No. 05 of 2012 on Types of Businesses/Activities that Require Environmental Impact Analysis (“Minister Decree No. 05/2012”) are still applicable to the extent they do not conflict with Law No. 32/2009. Minister Decree No. 05/2012 stipulates, among other matters, that companies whose operations have an environmental or social impact must obtain and maintain an AMDAL document, which according to Government Regulation No. 27 of 2012 on Environmental Licenses (“Government Regulation No. 27/2012”) consists of Guidelines on Environmental Impact Analysis (Kerangka Acuan Analisis Dampak Lingkungan or Ka ANDAL), an Environmental Impact Analysis (Analisis Dampak Lingkungan or ANDAL), an Environmental Management Plan (Rencana Pengelolaan Lingkungan or RKL) and an Environmental Monitoring Plan (Rencana Pemantauan Lingkungan or RPL). Where the AMDAL document is not required, a company must prepare an Environmental Management Effort (Upaya Pengelolaan Lingkungan) and an Environmental Monitoring Effort (Upaya Pemantauan Lingkungan). Law No. 32/2009 introduced the environmental license (Izin Lingkungan). Pursuant to Law No. 32/2009, any company that has an AMDAL or UKL/UPL must also submit an application to obtain an environmental license (Izin Lingkungan) issued by the Ministry of Environmental Affairs, governor, mayor or regent, as applicable. Government Regulation No. 27/2012 stipulates that the application for an environmental license must be submitted along with its supporting documents, including: (i) AMDAL or UKL/UPL documents, (ii) deed of incorporation of the business entity, and (iii) profile of business/ activity. The granting of an environmental license is based on either (i) an environmental feasibility study carried out by an independent third party, which is approved by the AMDAL Assessment Commission (Komisi Penilai Amdal), the Minister of Environmental Affairs, governor, mayor or regent, as applicable or (ii) a recommendation in a UKL and UPL issued by the appropriate Government or 111
regional government institution responsible for the environmental management and control of the relevant area. The environmental license shall be issued by the Minister of Environmental Affairs, governor, mayor or regent, as the case may be, at the same time during the issuance of the Decree of AMDAL worthiness (AMDAL approval) or UKL/UPL Recommendation. Law No. 32/2009 requires that by October 3, 2011 all companies that have business licenses but do not have an AMDAL, UKL/UPL must complete an environmental audit, if they need an AMDAL, or prepare an environment management document, if they need a UKL/UPL. Decree of the State Minister of Environmental Affairs No. 14 of 2010 (“Minister Decree No. 14/2010”) constitutes that the companies that must complete an environmental audit shall prepare the Environment Evaluation Document (DELH), and the companies that have business licenses but do not have an UKL/UPL shall prepare the Environment Management Document (DPLH). Furthermore, Law No. 32/2009 requires companies to convert their AMDAL or UKL/UPL into an environmental license by October 3, 2010. Additionally, under Law No. 32/2009, an environmental license is a prerequisite for a business license. Moreover, on October 5, 2012, the Government has issued the Government Regulation No. 27 of 2012 on Environmental Licenses (“Government Regulation No. 27/2012”) providing the process for obtaining an environmental license. By virtue of Minister Decree No. 05/2012, the following business activities are required to obtain and maintain AMDAL, among others: (a) Fisheries, including fisheries with the following characteristics: •
Shrimp ponds/fisheries with advanced technology with area ≥ 50 hectares;
•
Floating fisheries cultivation: (i) in freshwater, with area ≥ 2.5 hectares or ≥ 500 units; (ii) in sea water, with an area ≥ 5 hectares or ≥ 1,000 units; and
(b) Industrial Estates, including integrated industrial estates, of any size. Under Indonesian environmental regulations, remedial and preventative measures and sanctions (such as the obligation to rehabilitate tailings areas, the imposition of substantial criminal penalties and fines and the cancellation of approvals) may be imposed to remedy or prevent pollution caused by operations. The sanctions range from three to 15 years of imprisonment applicable to the management of the relevant company and/or fines ranging from Rp500.0 million to Rp15.0 billion. A monetary penalty may be imposed in lieu of performance of an obligation to rehabilitate damaged areas. Law No. 32/2009 also requires licensing of all waste disposal, storage and handling. Waste disposal may only be conducted in specified locations determined by the Minister of Environmental Affairs. Waste water disposal is further regulated by Government Regulation No. 82 of 2001 on Water Quality Management and Water Pollution Control (“Government Regulation No. 82/2001”). Government Regulation No. 82/2001 requires responsible parties to submit reports regarding their disposal of waste water detailing their compliance with the relevant regulations. Such reports are to be submitted to the relevant mayor or regent, with a copy provided to the Minister of Environmental Affairs, on a quarterly basis.
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DESCRIPTION OF INDEBTEDNESS As at December 31, 2016, we had total outstanding indebtedness of Rp5,867.9 billion, of which Rp5,108.7 billion was unsecured. The following table sets out our indebtedness.
Description of Indebtedness
Borrower
Lender
Original Principal Amount
Maturity
(Rp billion or US$ million)
Amount Outstanding (As at December 31, 2016) (Rp billion)
(US$ million)
Working capital facilities: Overdraft Facility
PT Japfa Comfeed Indonesia
Bank Central Asia
Rp541.4
January 20, 2018
19.1
Revolving loan
PT Japfa Comfeed Indonesia
Bank Central Asia
Rp250.0
January 20, 2018
0.00
Non Revolving Loan
PT Japfa Comfeed Indonesia
Bank Mandiri
Rp250.0
April 23, 2017
250.0
Revolving loan
PT Japfa Comfeed Indonesia
Bank Mandiri
Rp150.0
April 23, 2017
0.3
Revolving loan
PT Japfa Comfeed Indonesia
Bank Mandiri
Rp100.0
April 23, 2017
0.0
Letter of credit sub limit Trust Receipt facility
PT Japfa Comfeed Indonesia, PT Santosa Agrindo, PT Austasia Stock Feed
Bank Mandiri
US$8.0
April 23, 2017
Revolving loan
PT Ciomas Adisatwa
Bank Mandiri
Rp85.0
April 23, 2017
0.0
Non Revolving Loan
PT Ciomas Adisatwa
Bank Mandiri
Rp35.0
April 23, 2017
35.0
Working Capital Loan
PT Japfa Comfeed Indonesia
Bank Rakyat Indonesia
Rp270.0
May 07, 2017
0.0
Revolving loan
PT Santosa Agrindo
Bank Rakyat Indonesia
Rp246.0
June 21, 2017
56.0
Letter of credit sub limit Trust Receipt facility
PT Santosa Agrindo
Bank Rakyat Indonesia
US$1.3
June 21, 2017
Revolving loan
PT Austasia Stockfeed
Bank Rakyat Indonesia
Rp1,700.0
October 16, 2017
26.4
Working Capital Loan & Letter of credit sub limit Trust Receipt facility
PT Japfa Comfeed Indonesia
DBS Bank
Rp500.0
August 12, 2017
0.0
Revolving loan sub limit Letter of Credit & Trust Receipt facility
PT Japfa Comfeed Indonesia, PT Santosa Agrindo, PT Austasia Stock Feed
Bank Maybank Indonesia
Rp450.0
November 18, 2017
Letter of credit sub limit Trust Receipt facility
PT Japfa Comfeed Indonesia
Bank Danamon
Rp95.0
December 16, 2017
Letter of credit sub limit Trust Receipt facility
PT Santosa Agrindo, PT Austasia Stock Feed
Bank Ekonomi
US$10. 0
April 27, 2017
Overdraft facility 1
PT Agrinusa Jaya Santosa
Bank CIMB Niaga
Rp4.5
July 21, 2017
0.0
Overdraft facility 2
PT Agrinusa Jaya Santosa
Bank CIMB Niaga
Rp1.1
July 21, 2017
1.0
Japfa I Sustainable Bonds
PT Japfa Comfeed Indonesia
1st issuance
Rp1,250.0
January 12, 2017
1,250.0
2nd issuance
Rp250.0
February 1, 2017
250.0
Japfa II Sustainable Bond – Seri A
PT Japfa Comfeed Indonesia
Rp850.0
December 1, 2019
842.0
Japfa II Sustainable Bond – Seri B
PT Japfa Comfeed Indonesia
Rp150.0
December 1, 2021
148.6
Senior Notes Due 2018
Comfeed Finance BV
US$225.0
May 2, 2018
7.2
0.0
11.6
8.8
Bonds Payable:
Total Indebtedness
194.9 2,878.4
113
222.5
SHORT-TERM BANK LOANS PT Bank Central Asia Tbk (BCA) On November 20, 2010, the Company obtained a working capital loan (KMK) facility from BCA, with maximum loanable amount of Rp250.0 billion and with a term of 12 months. In December 2010, the maximum loanable amount was increased to Rp291.0 billion which derived from the transferred amount of Investment Credit facility amounting of Rp41.0 billion to add the KMK facility. On October 6, 2011, the Company obtained a Time Loan Revolving facility with maximum loanable amount of Rp250.0 billion. On April 3, 2013, the maximum loanable amount of KMK facility was increased to Rp541 billion. These facilities will be due on January 20, 2018. This loan is collateralized with the Company’s trade accounts receivables and land, building and machinery. PT Bank Mandiri (Persero) Tbk (Bank Mandiri) In July 2004, PT Bintang Terang Gemilang (BTG), a subsidiary merged into the Company in 2011, obtained a working capital loan facility from Bank Mandiri, with maximum loanable amount of Rp70.0 billion which was later increased to Rp111.0 billion, and with term of 12 months. This facility is collateralized with trade accounts receivable, inventories, and land and building. This facility has been transferred to the Company. In June 2010, PT Multiphala Agrinusa, (MAG), a subsidiary, merged into the Company in 2011, obtained a working capital loan (KMK) consisting of Fixed loan and Revolving Loan facilities from Bank Mandiri, with maximum loanable amount of Rp100.0 billion and Rp50.0 billion, respectively, and with a term of 12 months. The working capital loan obtained will be used to refinance facility from PT Bank Bukopin Tbk and PT Bank Syariah Bukopin. This facility has been transferred to the Company. On April 19, 2011, the Company obtained several loan facilities from Bank Mandiri consisting of KMK Fixed Loan (FL) with maximum loanable amount of Rp150.0 billion, KMK Revolving (RL) with maximum loanable amount of Rp50.0 billion, Non Cash Loan (NCL) sublimit of Trust Receipt (TR) with maximum loanable amount of US$2.0 million, and Treasury Line (TL) with maximum loanable amount of US$5.0 million. The Company started using the FL and RL facilities on April 20, 2011 as working capital. These facilities were novated to the Company from its subsidiaries, MAG and BTG, which were merged into the Company on January 1, 2011. On November 27, 2012, the KMK Fixed Loan increased to Rp250.0 billion and the KMK Revolving increased to Rp150.0 billion. On April 24, 2014, the KMK Fixed Loan was changed to KMK Tranche A (Non Revolving). These loan facilities have been extended several times, and they currently expire on April 23, 2017. On April 8, 2015, the Treasury Loan (TL) facility increased to US 20 million and on November 13, 2015, the Non Cash Loan (NCL) sublimit Trust Receipt (TR) facility increased to US$3.7 million. PT Santosa Agrindo and PT Austasia Stockfeed used Treasury Line (TL) facilities and Non Cash Loan (NCL) sublimit Trust Receipt (TR) facilities. On April 22, 2016, the Treasury Line increased to US$25 million and Non Cash Loan (NCL) sublimit Trust Receipt (TR) increased to US$8 million. The term of these facilities has been extended several times, the latest until April 23, 2017. These facilities are collateralized with trade accounts receivable, inventories and certain property, plant and equipment owned by the Company. On October 25, 2011, PT Multibreeder Adirama Indonesia Tbk (MBAI), obtained KMK Revolving Loan facility with a maximum amount of Rp130.0 billion and KMK Revolving Fixed Loan facility with a maximum amount of Rp70.0 billion from Bank Mandiri, which was used as working capital. On July 1, 2012, MBAI merged into the Company, and subsequently these facilities have been transferred to the Company.
114
On October 22, 2012, the KMK Revolving Loan and KMK Fixed Loan Facility each have been amended to become Rp100.0 billion facilities. On April 22, 2014, the KMK Fixed Loan was changed to the KMK Non-Revolving. This loan bears a floating interest rate of 10.25% per annum and will mature on April 23, 2017. On August 15, 2016, The Company settled the KMK Non Revolving facility. These loans are collateralized with trade accounts receivable, breeding chickens, land, building and machinery and equipment owned by the Company. On January 27, 2011, PT Primatama Karya Persada (PKP), a subsidiary, obtained a working capital loan facility from Bank Mandiri with maximum loanable amount of Rp80.0 billion. Since September 1, 2011, effective date of merger of PKP to PT Ciomas Adisatwa (CA), another subsidiary, this facility has been transferred to CA. In April 2013, these facilities were changed to KMK Revolving with maximum loanable amount of Rp45 billion and KMK Mandiri Plus Non Revolving with maximum loanable amount of Rp35.0 billion. In April 2014, KMK Mandiri Plus Non Revolving facility has been changed to KMK Non Revolving. In June 2014, KMK Revolving increased to Rp85.0 billion. The term of this loan has been extended several times, the latest is until April 23, 2017. This facility is collateralized with trade accounts receivable, inventory and certain property, plant and equipment owned by CA. PT Bank Rakyat Indonesia (Persero) Tbk (BRI) In May 2008, the Company obtained a working capital loan facility from BRI, with maximum loanable amount of Rp110.0 billion. In August 2010, the maximum loanable amount increased to Rp270.0 billion. The term of this loan facility has been extended several times, the latest until May 7, 2017. This loan is collateralized with accounts receivable, inventory, land, building, machinery, site facilities, and equipment owned by the Company and land, buildings, machinery, equipment, stables, and plants owned by PT Wabin Jayatama, a subsidiary. In June 2007, PT Santosa Agrindo (SA), a subsidiary, obtained a working capital loan facility from BRI, with a maximum loanable amount of Rp108.0 billion, which has been increased to Rp198.0 billion and has with a term of 12 months. In May 2013, the maximum loanable amount was reduced to Rp98.0 billion. In June 2015, the maximum loanable amount was increased to Rp148.0 billion. The term of this loan has been extended several times, and is now set at June 21, 2017. This facility is collateralized with trade accounts receivable, inventory, machinery, equipment, land and buildings. In June 2007, SA obtained a working capital loan facility from BRI, with maximum loanable amount of Rp30.0 billion which has now been increased to Rp44.0 billion and has a term of 12 months. In May 2013, the maximum loanable amount was increased to Rp144.0 billion. In June 2015, the maximum loanable amount was reduced to Rp98.0 billion. The term of this loan has been extended several times, and is now set at June 21, 2017. This facility is collateralized with trade accounts receivable, inventory, machinery and equipment, land and buildings. In June 2007, SA obtained a working capital loan facility from BRI, with maximum loanable amount of US$ 1,263.0 thousand with a term of 12 months. The term of this loan has been extended several times, is now set at June 21, 2017. This facility is collateralized with trade accounts receivable, inventory, machinery and equipment, land and buildings. In October 2012, PT Austasia Stockfeed (ASF), a subsidiary, obtained several loan facilities from BRI consisting of a working capital loan facility with maximum loanable amount of Rp50.0 billion, an import working capital loan facility with a maximum loanable amount of Rp100.0 billion, a foreign exchange line facility with maximum loanable amount of US$5.0 million and a guarantee bank facility with maximum loanable amount of Rp15.0 billion. This loan bears a floating interest rate of 11.00% per annum and will mature on October 16, 2017. These facilities are collateralized with accounts receivable, inventory, land, building and site facilities, machinery and equipment. PT Bank DBS Indonesia (DBS) On July 19, 2010 the Company obtained facilities for the purchase of raw materials consisting of a Letter of Credit facility (LC), a Trust Receipt facility, and an Account Payable Financing facility. In May 2011, the maximum loanable amount was increased to US$ 40.0 million. In November 2011, the maximum loanable amount was changed to Rp360.0 billion. On November 20, 2014, the Company obtained Account Payable Financing facilities with maximum loanable amount Rp140.0 billion. This facility has been extended until August 12, 2017. This facility is collateralized with inventory and has no outstanding balance as of December 31, 2016. 115
PT Bank Maybank Indonesia Tbk (Maybank) On November 18, 2014, the Company obtained an Overdraft Loan (PRK) and a Recurrent Promissory Loan facility (PPB) as part of the loan facilities obtained from Maybank with a maximum amount of Rp50.0 billion and Rp250.0 billion, respectively and a Forex Line (FX Line) for US$5.0 million. On September 17, 2015, the maximum loanable under the PPB facility has bewasen increased to Rp450.0 billion. On May 16, 2016 the PPB facility was changed with an additional sub-limit Letter of Credit (LC) and/or Surat Kredit Berdokumen Dalam Negeri (SKBDN) sub-limit Trust Receipt (TR) amounting to US$20 million. These facilities will be used by PT Santosa Agrindo and PT Austasia Stockfeed. On December 20, 2016, Overdraft Loan (PRK) was terminated and the sub-limit Letter of Credit (LC) and/ or Surat Kredit Berdokumen Dalam Negeri (SKBDN) sub-limit Trust Receipt (TR) increased to US$30 million. These facilities will be due on November 18, 2017 and are collateralized with inventory. PT Bank Danamon Indonesia Tbk (Bank Danamon) In December 2011, the Company obtained a loan facility letter of credit sublimit Trust Receipt (TR) from Bank Danamon amounting to Rp95.0 billion. On January 13, 2016, this facility changed to an Omnibus Trade Facility for Rp95.0 million. This facility has been extended several times, and is valid until January 16, 2017. The loan is secured by the Company’s trade account receivables. This facility has no outstanding balance as of December 31, 2016. PT Bank Ekonomi Raharja Tbk (Ekonomi) On March 15, 2012, PT Santosa Agrindo (SA), a subsidiary, obtained a Letter of Credit (LC) to purchase breeding cattle, a Combine Limit Facilities (DC and CIL) with a maximum loanable amount of US$6 million and an ERL Line with maximum loanable amount of US$480,000 (in full Dollar). On September 8, 2013, these facilities were being used by PT Austasia Stockfeed. On July 8, 2014, Combined Limit Facilities was changed to a US$10 million facility and will now mature on April 27, 2017. PT Bank CIMB Niaga Tbk (Bank CIMB Niaga) On December 22, 2009, PT Agrinusa Jaya Santosa (AJS), a subsidiary, obtained an Overdraft Loan (PRK) from CIMB Niaga amounting to Rp4.5 billion. On September 28, 2016, the Overdraft Loan (PRK) was extended and PT Agrinusa Jaya Santosa (AJS) obtained additional Overdraft Loan 2 (PRK 2) from CIMB Niaga amounting to Rp1.1 billion. These facilities will mature on July 21, 2017 and are collateralized with land and buildings. PT Bank Pan Indonesia Tbk (Bank Panin) On May 3, 2011, the Company and PT Suri Tani Pemuka (STP), a subsidiary, obtained a joint borrower facility from Bank Panin which consisted of a Letter of Credit (LC) sublimit and a Revolving Loan (PB) with maximum loanable amount of Rp150.0 billion. On October 13, 2015, the Company obtained an Overdraft Loan Credit facility (PRK) with a maximum loanable amount of Rp10.0 billion, and the maximum loanable amount under the LC sublimit and PB facilities was increased to Rp190.0 billion. These facilities are secured by trade accounts receivable, inventories and land, building and site facilities owned by STP. On November 21, 2016, the Company closed the PRK and PB facilities and reduced the LC facility to US$1 million. This facility will be due in May 2017.
BONDS PAYABLES Senior Notes Due 2018 (the “2018 Notes”) On May 2, 2013, Comfeed Finance B.V., a subsidiary, as the issuer, the Company, as the parent guarantor, certain entities listed in the relevant indenture (the Company’s subsidiaries), as the subsidiary guarantors and The Bank of New York Mellon, as the trustee, entered into an indenture, wherein, the issuer, issued 6% Senior Notes Due 2018 (the “Notes”) with aggregate principal amount of US$225,000,000, and interest payable every six months up to May 2, 2018. The notes are listed on the Singapore Exchange Securities Trading Limited (SGX-ST). 116
Rupiah Denominated Japfa II Sustainable Bonds 2016 (“Japfa II Sustainable Bonds”) In December 1, 2016 The Company issued Rupiah denominated Japfa II Sustainable Bonds level one, year 2016 totaling to Rp1,000.0 billion, as follows: •
Series A amounted to Rp850.0 billion with a term of 3 years and a fixed interest rate of 9.25% per annum, payable quarterly.
•
Series B amounted to Rp150.0 billion with a term of 5 years and a fixed interest rate of 9.75% per annum, payable quarterly.
All the bonds were sold at par and are listed at the Indonesia Stock Exchange with PT Bank Mega Tbk as trustee. The proceeds were used to partially refinance the Rupiah denominated Japfa I Sustainable Bonds, outstanding bank loans and for working capital purposes to buy raw material. The Company has an option to redeem the bonds, partially or in full, after a year from the issuance date. The Company is not required to establish a bond sinking fund in relation to the bonds issued. However, the Company is required to maintain certain financial ratios, among other covenants. New Rupiah Indebtedness Approximately concurrent with the offer of the Notes hereunder we intend to issue additional Japfa II Sustainable Bonds.
117
DESCRIPTION OF THE NOTES For purposes of this “Description of the Notes”, the term “Company” refers only to PT Japfa Comfeed Indonesia Tbk, a company incorporated with limited liability under the laws of Indonesia, and any successor obligor of the Notes. Each Subsidiary of the Company that guarantees the Notes is referred to as a “Subsidiary Guarantor”, and each such guarantee is referred to as a “Subsidiary Guarantee”. The Notes are to be issued under an indenture (together with any supplemental indenture, the “Indenture”), to be dated as of the Original Issue Date, among the Company, the Subsidiary Guarantors as guarantors and The Bank of New York Mellon, London Branch as trustee (the “Trustee”). The registered Holder will be treated as the owner of it for all purposes. Only registered Holders will have rights under the Indenture. The following is a summary of certain provisions of the Indenture, the Notes and the Subsidiary Guarantees. This summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Indenture, the Notes and the Subsidiary Guarantees. It does not restate those agreements in their entirety. Whenever particular sections or defined terms of the Indenture not otherwise defined herein are referred to, such sections or defined terms are incorporated herein by reference. Copies of the Indenture will be available on or after the Original Issue Date during normal office hours at the corporate trust office of the Trustee at One Canada Square, London E14 5AL, United Kingdom. The Notes are sold outside the United States in accordance with Regulation S under the Securities Act. See “Transfer Restrictions”. Brief Description of the Notes The Notes will: •
be general obligations of the Company;
•
be senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes;
•
rank at least pari passu in right of payment with all unsubordinated Indebtedness of the Company (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law);
•
be guaranteed by the Subsidiary Guarantors on an unsubordinated basis, subject to the limitations described below under the caption “– The Subsidiary Guarantees” and in “Risk Factors – Risks Relating to the Notes and the Subsidiary Guarantees”; and
•
be effectively subordinated to all existing and future obligations of any Non-Guarantor Restricted Subsidiary (as defined below).
The Company will initially issue US$150,000,000 in aggregate principal amount of the Notes, which will mature on March 31, 2022 unless earlier redeemed pursuant to the terms thereof and the Indenture. Subject to the covenants described below under “– Certain Covenants” and applicable law, the Company may issue additional Notes (“Additional Notes”) under the Indenture. The Notes offered hereby and any Additional Notes would be treated as a single class for all purposes under the Indenture. Interest The Notes will bear interest at 5.5% per annum from the Original Issue Date or, if interest has already been paid, from the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 31 and September 30 of each year (each a “Notes Interest Payment Date”) commencing on September 30, 2017. Interest on the Notes will be paid to Holders of record at the close of business on the March 16 or September 15 immediately preceding each Notes Interest Payment Date (each a “Notes Record Date”), notwithstanding any transfer, exchange or cancellation thereof after a Notes Record Date and prior to the immediately following Notes Interest Payment Date. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months. 118
Payment of Notes Except as otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity. In any case in which the date of the payment of principal of, premium, if any, or interest on the Notes (including any payment to be made on any date fixed for redemption or purchase of any Note) is not a Business Day in the relevant place of payment, then payment of principal, premium, if any, or interest need not be made in such place on such date but may be made on the next succeeding Business Day in such place. Any payment made on such Business Day will have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes will accrue for the period after such date. The Notes will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof. See “– BookEntry; Delivery and Form”. No service charge will be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. All payments on the Notes will be made in U.S. dollars in immediately available funds by the Company at the office or agency of the Company maintained for that purpose in London (which initially will be the specified corporate trust administration office of The Bank of New York Mellon, London Branch (the “Principal Paying Agent”), currently located at One Canada Square, London E14 5AL, United Kingdom), and the Notes may be presented for registration of transfer or exchange at such office or agency; provided that, at the option of the Company, payment of interest may be made by wire transfer. Interest payable on the Notes held through Euroclear or Clearstream will be available to Euroclear or Clearstream participants on the Business Day following payment thereof. Restricted Subsidiaries As of the Original Issue Date, Comfeed Finance B.V., Comfeed Trading B.V., PT Bintang Laut Timur, PT Suri Tani Pemuka, PT Artha Lautan Mulya, PT Kraksaan Windu, PT Ciomas Adisatwa, PT Wabin Jayatama, PT Vaksindo Satwa Nusantara, Apachee Pte Ltd, PT Japfa Indoland, PT Tretes Indah Permai, , PT Santosa Agrindo, PT Austasia Stockfeed, PT Agrinusa Jaya Santosa, PT Jakamitra Indonesia, PT Bhirawa Mitra Sentosa, PT Multi Makanan Permai, PT Japfafood Nusantara, PT Bumiasri Lestari, PT Iroha Sidat Indonesia, PT Indojaya Agrinusa, Japfa Santori Australia Pty Ltd and PT Indonesia Pelleting, are the only Subsidiaries of the Company. Each of these Subsidiaries will be a Restricted Subsidiary, except PT Japfafood Nusantara, PT Bumiasri Lestari, PT Iroha Sidat Indonesia, PT Indojaya Agrinusa, Japfa Santori Australia Pty Ltd and PT Indonesia Pelleting, which will be Unrestricted Subsidiaries on the Original Issue Date. Unless otherwise designated as Unrestricted Subsidiaries in accordance with the Indenture, all of the Company’s future Subsidiaries will be Restricted Subsidiaries under the Indenture. After the Original Issue Date, the Board of Directors may designate certain Restricted Subsidiaries as Unrestricted Subsidiaries and may designate Unrestricted Subsidiaries as Restricted Subsidiaries, as provided under the caption “– Certain Covenants – Designation of Restricted and Unrestricted Subsidiaries”. Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture and will not guarantee the Notes. The Subsidiary Guarantees The initial Subsidiary Guarantors that will execute the Indenture on the Original Issue Date will consist of PT Bintang Laut Timur, PT Suri Tani Pemuka, PT Artha Lautan Mulya, PT Kraksaan Windu, PT Ciomas Adisatwa, PT Wabin Jayatama, PT Vaksindo Satwa Nusantara, Apachee Pte Ltd, PT Japfa Indoland, PT Tretes Indah Permai, PT Santosa Agrindo, PT Austasia Stockfeed, PT Agrinusa Jaya Santosa, PT Jakamitra Indonesia, PT Bhirawa Mitra Sentosa and PT Multi Makanan Permai. Each Restricted Subsidiary that does not provide a Subsidiary Guarantee in accordance with the Indenture is referred to as a “Non-Guarantor Restricted Subsidiary”. Comfeed Finance B.V. and 119
Comfeed Trading B.V. will be the initial Non-Guarantor Restricted Subsidiaries on the Original Issue Date. The Company will cause each of its future Restricted Subsidiaries (other than the initial Non-Guarantor Restricted Subsidiaries), immediately upon becoming a Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Notes. Each Restricted Subsidiary that guarantees the Notes after the Original Issue Date is referred to as a “Future Subsidiary Guarantor” and, upon execution of the applicable supplemental indenture to the Indenture, will be a “Subsidiary Guarantor”. The existing Non-Guarantor Restricted Subsidiaries will not be required to provide a Subsidiary Guarantee at any time in the future and may not provide such a Subsidiary Guarantee. Although the Indenture contains limitations on the amount of additional Indebtedness that Non-Guarantor Restricted Subsidiaries may incur, the amount of such additional Indebtedness could be substantial. In the event of a bankruptcy, liquidation or reorganization of any Non-Guarantor Restricted Subsidiary, such NonGuarantor Restricted Subsidiary will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to the Company. As of December 31, 2016, •
the Company and its consolidated subsidiaries (including the Non-Guarantor Restricted Subsidiaries and the Unrestricted Subsidiaries) had total consolidated indebtedness of approximately Rp5,867.9 billion (US$436.7 million), of which approximately Rp759.2 million (US$56.5 million) was secured; and
•
the Non-Guarantor Restricted Subsidiaries had total indebtedness of approximately Rp2,990.2 billion (US$222.6 million), the majority of which relates to the U.S. dollar notes issued by Comfeed Finance B.V.
The Subsidiary Guarantee of each Subsidiary Guarantor will: •
be a general obligation of such Subsidiary Guarantor;
•
be effectively subordinated to secured obligations of such Subsidiary Guarantor, to the extent of the value of the assets serving as security therefor;
•
be senior in right of payment to all future obligations of such Subsidiary Guarantor expressly subordinated in right of payment to such Subsidiary Guarantee; and
•
rank at least pari passu in right of payment with all unsecured, unsubordinated Indebtedness of such Subsidiary Guarantor (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law).
Under the Indenture, as applicable, each of the Subsidiary Guarantors will jointly and severally guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes. Each Subsidiary Guarantor will (1) agree that its obligations under the Subsidiary Guarantees will be enforceable irrespective of any invalidity, irregularity or unenforceability of the Notes or the Indenture and (2) waive its right to require the Trustee to pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under the Subsidiary Guarantees. Moreover, if at any time any amount paid under a Note or the Indenture is rescinded or must otherwise be restored, the rights of the Holders under the Subsidiary Guarantees will be reinstated with respect to such payments as though such payment had not been made. All payments under the Subsidiary Guarantees are required to be made in U.S. dollars. Under the Indenture and any supplemental indenture to the Indenture, as applicable, each Subsidiary Guarantee will be limited in an amount not to exceed the maximum amount that can be guaranteed by 120
the applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. If a Subsidiary Guarantee were to be rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee could be reduced to zero. The obligations of each Subsidiary Guarantor under its respective Subsidiary Guarantee may be limited, or possibly invalid, under applicable laws. See “Risk Factors – Risks Relating to the Notes and the Subsidiary Guarantees – The Subsidiary Guarantees may be challenged under applicable financial assistance, insolvency or fraudulent transfer laws, which could impair the enforceability of the Subsidiary Guarantees”. Release of the Subsidiary Guarantees A Subsidiary Guarantee given by a Subsidiary Guarantor may be released (at the cost of the Company) in certain circumstances, including: •
upon repayment in full of the Notes;
•
upon a defeasance as described under “– Defeasance – Defeasance and Discharge”;
•
upon the designation by the Company of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of the Indenture; or
•
upon the sale of such Subsidiary Guarantor in compliance with the terms of the Indenture (including the covenants under the captions “– Certain Covenants – Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries”, “– Certain Covenants – Limitation on Asset Sales” and “– Consolidation, Merger and Sale of Assets”) resulting in such Subsidiary Guarantor no longer being a Restricted Subsidiary, so long as (1) such Subsidiary Guarantor is simultaneously released from its obligations in respect of any of the Company’s other Indebtedness or any other Indebtedness of any other Restricted Subsidiary and (2) the proceeds from such sale or disposition are used for the purposes permitted or required by the Indenture.
No release of a Subsidiary Guarantor from its Subsidiary Guarantee shall be effective against the Trustee or the Holders until the Company has delivered to the Trustee an Officers’ Certificate stating that all requirements for such release have been complied with and such release is authorized and permitted by the terms of the Indenture. Further Issues Subject to the covenants described below and in accordance with the terms of the Indenture, the Company may, from time to time, without notice to or the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the Notes (including the benefit of the Subsidiary Guarantees) in all respects (or in all respects except for the issue date, issue price and the date and/or amount of the first payment of interest on them and, to the extent necessary, certain temporary securities law transfer restrictions) (a “Further Issue”) so that such Additional Notes may be consolidated and form a single class with the previously outstanding Notes and vote together as one class on all matters with respect to the Notes. In addition, the issuance of any Additional Notes by the Company will be subject to the following conditions: (1) all obligations with respect to the Additional Notes shall be guaranteed under the Indenture, the Subsidiary Guarantees and any other Note Documents to the same extent and on the same basis as the Notes outstanding on the date the Additional Notes are issued; (2) the Company is permitted to Incur the Indebtedness represented by such additional borrowings under the “– Certain Covenants – Limitation on Indebtedness and Preferred Stock” covenant; and 121
(3) the Company has delivered to the Trustee an Officers’ Certificate, in form and substance satisfactory to the Trustee, confirming that the issuance of the Additional Notes complies with the Indenture. Optional Redemption At any time and from time to time on or after March 31, 2020, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest, if any, to (but not including) the redemption date and Additional Amounts, if any, if redeemed during the 12-month period commencing on March 31 of the years indicated below: Redemption Price
Period 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102.75% 101.375%
The Company may at its option redeem the Notes, in whole but not in part, at any time prior to March 31, 2020, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including), the redemption date. Neither the Trustee nor any of the Agents will be responsible for calculating or verifying the Applicable Premium. At any time and from time to time prior to March 31, 2020, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of Common Stock of the Company in Equity Offerings at a redemption price of 105.5% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and Additional Amounts thereon, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Original Issue Date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related Equity Offering. Selection and Notice The Company will give not less than 30 days’ nor more than 60 days’ notice of any redemption. The Company shall, at least 15 calendar days prior to the date the notice of redemption is to be sent to the Holders, notify the Trustee of such proposed Redemption Date and of the principal amount of the Notes to be redeemed. If less than all of the Notes are to be redeemed at any time, the Notes will be selected for redemption on a pro rata basis and, if represented by a Global Note, in accordance with the procedures of Euroclear and Clearstream. A Note of US$200,000 in principal amount or less will not be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion will be issued (at the Company’s expense) upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions of them called for redemption. Repurchase of Notes Upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but not including) the Offer to Purchase Payment Date. The Company will agree in the Indenture that it will timely repay all Indebtedness or obtain consents as necessary under, or terminate, agreements or instruments that would otherwise prohibit a Change of Control Offer required to be made pursuant to the Indenture. If the Company is unable to repay (or cause to be repaid) all of the Indebtedness, if any, that would prohibit repurchase of the Notes or is unable to obtain the requisite consents of the holders of such Indebtedness, or terminate any agreements or instruments that would otherwise prohibit a Change of Control Offer, it will be prohibited from purchasing the Notes. In that case, the failure of the Company to purchase tendered Notes will constitute an Event of Default under the Indenture. 122
The Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer to be made by the Company and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Future debt of the Company may (i) prohibit the Company from purchasing Notes in the event of a Change of Control, (ii) provide that a Change of Control is a default or (iii) require the repurchase of such debt upon a Change of Control. Moreover, the exercise by Holders of their right to require the Company to purchase the Notes could cause a default under other Indebtedness, even if the Change of Control itself does not, due to the financial effect of the purchase on the Company. The ability of the Company to pay cash to Holders following the occurrence of a Change of Control may be limited by the Company’s then-existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the Notes. See “Risk Factors – Risks Relating to the Notes and the Subsidiary Guarantees – The Company may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a Change of Control as required by the Indenture”. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its or their obligations under the covenant described hereunder by virtue of such compliance. The Change of Control Offer feature is a result of negotiations between the Company and the Initial Purchaser. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company will decide to do so in the future. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees – We may not have the ability to raise the funds necessary to finance an offer to repurchase the Notes upon the occurrence of certain events constituting a Change of Control as required by the Indenture governing the Notes”. Subject to certain covenants described below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect the capital structure or credit ratings of the Company. The phrase “all or substantially all”, as used with respect to the assets of the Company in the definition of “Change of Control”, will likely be interpreted under applicable law of the relevant jurisdictions and its meaning would depend on particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Company has occurred. Accordingly, if the Company disposes of less than all its assets by any of the means described above, the ability of a Holder to require the Company to repurchase its Notes may be uncertain. In such a case, Holders may not be able to resolve this uncertainty without resorting to legal action. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders to require that the Company purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Neither the Trustee nor the Agents shall have any responsibility to monitor whether a Change of Control Offer, or any event which could lead to the occurrence of a Change of Control Offer, has occurred or may occur. Sinking Fund There will be no sinking fund payments for the Notes. Additional Amounts All payments of principal of, and premium, if any, and interest on the Notes and all payments under the Subsidiary Guarantees will be made without withholding or deduction for, or on account of, any present 123
or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company, any applicable Subsidiary Guarantor or Surviving Person (as defined under the caption “– Consolidation, Merger and Sale of Assets”) is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) or any jurisdiction through which payment is made or any political subdivision or taxing authority thereof or therein (together with the Relevant Taxing Jurisdictions, the “Relevant Jurisdictions”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company, the applicable Subsidiary Guarantor or Surviving Person, as the case may be, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note or the Subsidiary Guarantees, as the case may be, of such amounts as would have been received by such Holder had no such withholding or deduction been required, provided that no Additional Amounts will be payable: (a) for or on account of: (i)
any tax, duty, assessment or other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the Holder or beneficial owner of such Note or Subsidiary Guarantee, as the case may be, and the Relevant Jurisdiction including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, other than merely holding such Note, the receipt of payments thereunder or under the Subsidiary Guarantee or enforcing payment under the Note or the Subsidiary Guarantee; (B) the presentation of such Note (where presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, or interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (C) the failure of the Holder or beneficial owner to comply with a timely request of the Company, any Subsidiary Guarantor or Surviving Person addressed to the Holder or beneficial owner, as the case may be, to provide information to the Company, such Subsidiary Guarantor or Surviving Person concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or (D) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere;
(ii) any estate, inheritance, gift, sale, transfer, excise or personal property or similar tax, assessment or other governmental charge; (iii) any tax, duty, assessment or other governmental charge which is payable other than (a) by deduction or withholding from payments of principal of or interest on the Note or payments under the Subsidiary Guarantees, or (b) by direct payment by the Company or applicable Subsidiary Guarantor in respect of claims made against the Company or the applicable Subsidiary Guarantor; or (iv) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (i), (ii) and (iii); or 124
(b) with respect to any payment of the principal of, or premium, if any, or interest on, such Note or any payment under any Subsidiary Guarantee to such Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, or beneficial owner been the Holder thereof. As a result of these provisions, there are circumstances in which taxes could be withheld or deducted but Additional Amounts would not be payable to some or all beneficial owners of the Notes. Each of the Company and the Subsidiary Guarantors, as applicable, will (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Each of the Company and the Subsidiary Guarantors, as applicable, will make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from the Relevant Jurisdiction imposing such taxes. Upon request, the Company will furnish to the Holders, within 60 days after the date the payment of any taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment or, if such receipts are not obtainable, other evidence of such payments. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company or a Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Principal Paying Agent to pay such Additional Amounts to the Holders on such payment date. In addition, each of the Company and the Subsidiary Guarantors, as applicable, will pay any stamp, issue, registration, documentary, value added or other similar taxes and other duties (including interest and penalties) payable in any Relevant Jurisdiction in respect of the creation, issue, offering, execution or enforcement of the Notes, or any documentation with respect thereto. Whenever there is mentioned in any context the payment of principal, premium or interest in respect of any Note or under any Subsidiary Guarantee, such mention will be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Redemption for Taxation Reasons The Notes may be redeemed, at the option of the Company or a Surviving Person, as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, and any Additional Amounts to (but not including) the date fixed by the Company or the Surviving Person, as the case may be, for redemption (the “Tax Redemption Date”) if, as a result of: (1) any change in, or amendment to, the laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, excluding any applicable treaty with the Relevant Taxing Jurisdiction, affecting taxation; or (2) any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after the Original Issue Date (or, in the case of a Surviving Person or future Subsidiary Guarantor, the date such Person became a Surviving Person or Subsidiary Guarantor, as the case may be) with respect to any payment due or to become due under the Notes, the Indenture, or a Subsidiary Guarantee, the Company, a Subsidiary Guarantor or the Surviving Person, as the case may be, is, or on the next Notes Interest Payment Date would be, required to pay Additional Amounts, and such requirement cannot be avoided by taking reasonable 125
measures by the Company, a Subsidiary Guarantor or the Surviving Person, as the case may be; provided that changing the jurisdiction of the Company, a Subsidiary Guarantor or the Surviving Person is not a reasonable measure for the purposes of this section; provided further that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Company, a Subsidiary Guarantor or the Surviving Person, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due; provided further that where any such requirement to pay Additional Amounts is due to taxes of the Republic of Indonesia (or any political subdivision or taxing authority thereof or therein), the Company or the Surviving Person shall be permitted to redeem the Notes in accordance with the provisions above only if the rate of withholding or deduction in respect of which Additional Amounts are required is in excess of 20.0%. The Company shall, at least 15 calendar days prior to the date the notice of redemption is to be sent to the Holders, notify the Trustee of such proposed Redemption Date and of the principal amount of the Notes to be redeemed. Prior to the mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company or a Subsidiary Guarantor, as the case may be, and at their expense will deliver to the Trustee: (1) an Officers’ Certificate stating that such change or amendment referred to in the prior paragraph has occurred, and describing the facts related thereto and stating that such requirement cannot be avoided by the Company or such Subsidiary Guarantor, as the case may be, taking reasonable measures available to it; and (2) an Opinion of Counsel of recognized standing with respect to tax matters of the Relevant Taxing Jurisdiction, stating that the requirement to pay such Additional Amounts results from such change or amendment referred to in the prior paragraph. The Trustee shall be entitled (but shall not be obliged) to accept and rely upon such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, and it will be conclusive and binding on the Holders. The Trustee has no duty to investigate or verify such certificate and opinion. Any Notes that are redeemed will be cancelled. Offers to Purchase; Open Market Purchases Under certain circumstances, the Company may be required to offer to purchase Notes as described under the captions “– Repurchase of the Notes upon a Change of Control” and “– Certain Covenants – Limitation on Asset Sales”. The Company may at any time and from time to time purchase Notes in the open market or otherwise. Certain Covenants Set forth below are summaries of certain covenants contained in the Indenture. Limitation on Indebtedness and Preferred Stock (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness) or Preferred Stock (other than Disqualified Stock of Restricted Subsidiaries held by the Company, so long as it is so held); provided that the Company or any Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if, after giving effect to the Incurrence of such Indebtedness and the receipt and the application of the proceeds therefrom, (x) no Default has occurred and is continuing and (y) the Fixed Charge Coverage Ratio would be not less than 2.5 to 1.0. (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Subsidiary Guarantor or any other Restricted Subsidiary, may Incur each and all of the following (“Permitted Indebtedness”): (1) Indebtedness of the Company under the Notes (excluding any Additional Notes) and of each Subsidiary Guarantor under the respective Subsidiary Guarantee; 126
(2) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Original Issue Date, excluding Indebtedness permitted under clause (b)(3) below; (3) Indebtedness of the Company or any Restricted Subsidiary owed to the Company or any Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary to which such Indebtedness is owed ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or any Restricted Subsidiary) will be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (b)(3), (y) if the Company is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly be subordinated in right of payment to the Notes and (z) if a Subsidiary Guarantor is the obligor on such Indebtedness and a Restricted Subsidiary that is not a Subsidiary Guarantor is the obligee, such Indebtedness must be unsecured and expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor; (4) Indebtedness of the Company or any Restricted Subsidiary (“Permitted Refinancing Indebtedness”) issued in exchange for, or the net proceeds of which are used to refinance or refund, replace, exchange, renew, repay, defease, discharge or extend (collectively, “refinance” and “refinances” and “refinanced” shall have a correlative meaning), thenoutstanding Indebtedness (or Indebtedness repaid substantially concurrently with but in any case before the Incurrence of such Permitted Refinancing Indebtedness) Incurred under clause (a) or clause (b)(1), (b)(2), (b)(10) or (b)(11) of this covenant and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that, to the extent that the Indebtedness to be refinanced consists of Rupiah-denominated bonds issued by the Company or any Restricted Subsidiary, the Company or the relevant Restricted Subsidiary may take up to 90 days after the Incurrence of the Permitted Refinancing Indebtedness to fully and irrevocably repay such Indebtedness to be refinanced; and provided further that (A) Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or a Subsidiary Guarantee will only be permitted under this clause (b)(4) if (x) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or a Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is made pari passu with, or expressly made subordinate in right of payment to, the remaining Notes or such Subsidiary Guarantee, as the case may be, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes or a Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or such Subsidiary Guarantee, as the case may be, at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or such Subsidiary Guarantee, as the case may be, (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded, (C) in no event may Indebtedness of the Company or any Subsidiary Guarantor be refinanced pursuant to this clause by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor and (D) in no event may unsecured Indebtedness of the Company or any Subsidiary Guarantor be refinanced pursuant to this clause with secured Indebtedness; (5) Indebtedness Incurred by the Company or any Restricted Subsidiaries pursuant to Hedging Obligations entered into in the ordinary course of business and designed solely to protect the Company or any of the Restricted Subsidiaries from fluctuations in interest rates, commodity prices or currencies and not for speculation; (6) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or any Restricted Subsidiary pursuant to such agreements, in any case, incurred in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, other than guarantees of 127
Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Capital Stock of a Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (7) Indebtedness Incurred by the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is repaid in full or otherwise extinguished within five Business Days of Incurrence; (8) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds (in each case in the ordinary course of business and other than for an obligation for borrowed money); (9) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bankers acceptances and short form trade guarantees issued in the ordinary course of business to the extent that such letters of credit, bankers acceptances and short form trade guarantees are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than 30 days following receipt by the Company or such Restricted Subsidiary of a demand for reimbursement; (10) Indebtedness of the Company or any Subsidiary Guarantor with a maturity of one year or less used for working capital purposes in an aggregate principal amount at any time outstanding (together with refinancings thereof and including any Indebtedness of the Company or any Subsidiary Guarantor of a maturity of one year or less Incurred pursuant to clause (b)(2) above, together with any refinancings thereof) not to exceed (i) the sum of 50% of Qualified Inventories and 50% of Qualified Receivables, less (ii) the aggregate amount of all Net Cash Proceeds applied by the Company or any Subsidiary Guarantor to permanently repay any such Indebtedness pursuant to the covenant described under the caption “– Limitation on Asset Sales”; (11) Indebtedness Incurred by the Company or any Subsidiary Guarantor represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations in the ordinary course of business after the Original Issue Date to finance all or any part of the purchase price or cost of construction, installation or improvement of property (real or personal), plant or equipment (including through the acquisition of Capital Stock of any Person that owns property, plant or equipment which will, upon such acquisition, become a Restricted Subsidiary) to be used in the Permitted Business; provided that (i) such Indebtedness shall be Incurred no later than 90 days after the acquisition, construction, installation or improvement of such property (real or personal), plant or equipment and (ii) the aggregate principal amount of such Indebtedness at any time outstanding (together with refinancings thereof) shall not exceed an amount equal to 7.5% of Total Assets as of the date of Incurrence of such Indebtedness, less the aggregate amount of all Net Cash Proceeds applied by the Company or any Subsidiary Guarantor to permanently repay any such Indebtedness pursuant to the covenant described under the caption “– Limitation on Asset Sales”; (12) guarantees by any Subsidiary Guarantor of Indebtedness of any other Subsidiary Guarantor that was permitted to be Incurred by another provision of this covenant; and (13) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount outstanding (together with refinancing thereof) which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this paragraph (b)(13) and then outstanding, will not exceed US$35.0 million (or the Dollar Equivalent thereof). (c) For purposes of determining compliance with this “– Limitation on Indebtedness and Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of 128
the types of Indebtedness described above, including under the proviso in the first paragraph of this covenant, the Company, in its sole discretion, will classify, and from time to time may reclassify, such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types. (d) Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded with respect to any outstanding Indebtedness solely as a result of fluctuations in exchange rates or currency values. Limitation on Restricted Payments The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments or any other actions described in clauses (1) through (4) below being collectively referred to as “Restricted Payments”): (1) declare or pay any dividend or make any distribution on or with respect to the Company’s or any Restricted Subsidiary’s Capital Stock (other than dividends or distributions payable solely in shares of the Company’s or any Restricted Subsidiary’s Capital Stock (other than Disqualified Stock or Preferred Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Company or any Wholly-Owned Restricted Subsidiary; (2) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company, any Restricted Subsidiary or any direct or indirect parent of the Company (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Persons other than the Company or any Wholly-Owned Restricted Subsidiary; (3) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Subordinated Indebtedness (excluding any intercompany Indebtedness between or among the Company and any Subsidiary Guarantor); or (4) make any Investment, other than a Permitted Investment, if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default has occurred and is continuing or would occur as a result of such Restricted Payment; (B) the Company could not Incur at least US$1.00 of Indebtedness under the proviso in clause (a) of the covenant under the caption “– Limitation on Indebtedness and Preferred Stock”; or (C) such Restricted Payment, together with the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries after the Measurement Date, would exceed the sum of: (1) 50% of the aggregate amount of the Consolidated Net Income of the Company (or, if the Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter in which the Measurement Date occurred and ending on the last day of the Company’s most recently ended fiscal quarter for which consolidated financial statements of the Company (which the Company will use its reasonable efforts to compile in a timely manner) are available and have been provided to the Trustee at the time of such Restricted Payment; plus (2) 100% of the aggregate Net Cash Proceeds received by the Company after the Measurement Date as a capital contribution to its common equity or from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Company, including any such Net Cash Proceeds received upon (x) the conversion by a Person who is not a Subsidiary of the Company of any Indebtedness (other than Subordinated Indebtedness) of the Company into Capital Stock (other than Disqualified Stock) of the 129
Company, or (y) the exercise by a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital Stock of the Company (other than Disqualified Stock), in each case after deducting the amount of any such Net Cash Proceeds used to redeem, repurchase, defease or otherwise acquire or retire for value any Subordinated Indebtedness or Capital Stock of the Company; plus (3) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) that were made after the Measurement Date in any Person resulting from (a) payments of interest on Indebtedness, dividends or repayments of loans or advances by such Person, in each case to the Company or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income) after the Measurement Date, (b) the unconditional release of a guarantee provided by or a contingent obligation incurred by the Company or any Restricted Subsidiary after the Original Issue Date of an obligation of another Person, (c) to the extent that an Investment made after the Measurement Date is sold or otherwise liquidated or repaid for cash, the lesser of (x) cash return of capital with respect to such Investment (less the cost of disposition, if any) and (y) the initial amount of such Investment, or (d) from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Investments (other than Permitted Investments) previously made by the Company or a Restricted Subsidiary after the Measurement Date in any such Person. The foregoing provision will not be violated by reason of: (1) the payment of any dividend or redemption of any Capital Stock within 60 days after the related date of declaration or call for redemption if, at said date of declaration or call for redemption, such payment or redemption would comply with the preceding paragraph; (2) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Company or any Subsidiary Guarantor with the Net Cash Proceeds of, or in exchange for, a substantially concurrent Incurrence of Permitted Refinancing Indebtedness; (3) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness or Capital Stock of the Company (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of a substantially concurrent capital contribution or sale (other than a capital contribution by or sale to a Subsidiary of the Company) of, shares of the Capital Stock (other than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such Restricted Payment will be excluded from clause (C)(2) of the preceding paragraph; (4) the payment of any dividends or distributions declared, paid or made by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Company, to all holders of any class of Capital Stock of such Restricted Subsidiary, a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Company; or (5) any Restricted Payment in an aggregate amount, taken together with all other Restricted Payments made in reliance on this clause (5), not to exceed US$10.0 million (or the Dollar Equivalent thereof). provided that in the case of clause (2), (3) or (5) above, no Default will have occurred and be continuing or would occur as a consequence of the actions or payments set forth therein and no failure by the Company to make a required payment of interest on the Notes will have occurred and remain uncured. Each Restricted Payment permitted pursuant to the preceding paragraph (other than pursuant to clauses (2), (3) and (4)) will be included in calculating whether the conditions of clause (C) of the first paragraph of this “– Limitation on Restricted Payments” covenant have been met with respect to any subsequent Restricted Payments, and the Net Cash Proceeds from any capital contribution or sale of Capital Stock referred to in clause (3) of the preceding paragraph shall not be included in such calculation. 130
The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or securities that are required to be valued by this covenant will be the Fair Market Value. The Board of Directors’ determination of the Fair Market Value of a Restricted Payment or any such assets or securities must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of recognized international standing if the Fair Market Value exceeds US$10.0 million (or the Dollar Equivalent thereof). Not later than the date of making any Restricted Payment in an amount in excess of US$10.0 million (or the Dollar Equivalent thereof), the Company will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “– Limitation on Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries (a) Except as provided below, the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary; (2) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions: (1) existing in agreements as in effect on the Original Issue Date, or in the Notes, the Subsidiary Guarantees, the Indenture and any extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2) existing under or by reason of applicable law, rule, regulation, license, concession, approval, decree or order of any Governmental Instrumentality with jurisdiction over the relevant Restricted Subsidiary; (3) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (4) that otherwise would be prohibited by the provision described in clause (a)(4) of this covenant if they arise, or are agreed to, in the ordinary course of business and that (i) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license, (ii) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to, any property or assets of the Company or any Restricted 131
Subsidiary not otherwise prohibited by the Indenture or (iii) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by the “– Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries”, “– Limitation on Indebtedness and Preferred Stock” and “– Limitation on Asset Sales” covenants; or (6) with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Incurrence of Indebtedness permitted under clauses (b)(4) or (b)(11) of the “– Limitation on Indebtedness and Preferred Stock” covenant if, as determined by the Board of Directors, the encumbrances or restrictions are (i) customary for such type of agreement and (ii) would not, at the time agreed to, be expected to materially and adversely affect the ability of the Company to make required payment on the Notes. Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including in each case options, warrants or other rights to purchase shares of such Capital Stock) except: (1) to the Company or a Wholly Owned Restricted Subsidiary; (2) to the extent such Capital Stock represents director’s qualifying shares or is required by applicable law to be held by a Person other than the Company or a Wholly Owned Restricted Subsidiary; (3) the issuance or sale of Capital Stock of a Restricted Subsidiary which remains a Restricted Subsidiary after any such issuance or sale; provided that the Company or such Restricted Subsidiary applies the Net Cash Proceeds of such issuance or sale in accordance with the “– Limitation on Asset Sales” covenant; and (4) the issuance or sale of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any remaining Investment in such Person would have been permitted to be made under the “Limitation on Restricted Payments” covenant if made on the date of such issuance or sale and provided that the Company complies with the “– Limitation on Asset Sales” covenant. Limitation on Issuances of Guarantees by Restricted Subsidiaries The Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor, directly or indirectly, to guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company, the Company or any Subsidiary Guarantor, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for an unsubordinated Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and (b) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until the Notes have been paid in full. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes or any Subsidiary Guarantee, then the guarantee of such Guaranteed Indebtedness will rank pari passu in right of payment with, or be subordinated to, the Subsidiary Guarantees or (2) is subordinated in right of payment to the Notes or any Subsidiary Guarantees, then the guarantee of such Guaranteed Indebtedness will be subordinated in right of payment to the Subsidiary Guarantees at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes or the Subsidiary Guarantees. 132
Limitation on Transactions with Shareholders and Affiliates The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company (each an “Affiliate Transaction”), unless: (1) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would have been obtained, at the time of such transaction, in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not such a holder or an Affiliate of the Company or such Restricted Subsidiary; and (2) the Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in clause (2)(a) above, an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing. The foregoing limitation does not limit, and will not apply to: (1) the payment of reasonable and customary regular fees to directors and commissioners of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary; (2) transactions otherwise permitted under the Indenture between or among the Company and any Wholly-Owned Restricted Subsidiary or between or among Wholly-Owned Restricted Subsidiaries; (3) any Restricted Payment of the type described in clause (1) or (2) of the first paragraph of the covenant described under the caption “– Limitation on Restricted Payments” if not prohibited by that covenant; (4) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company; and (5) the payment of compensation to officers of the Company or any Restricted Subsidiary pursuant to an employee stock or share option or other incentive scheme, so long as such scheme is in compliance with the listing rules of the Indonesia Stock Exchange. In addition, the requirements of clause (2) of the first paragraph of this covenant will not apply to (a) Investments (other than Permitted Investments) not prohibited by the “– Limitation on Restricted Payments” covenant, or (b) any transaction between or among the Company and any Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary; provided that (i) such transaction is entered into in the ordinary course of business and (ii) none of the minority shareholders or minority partners of or in any such Restricted Subsidiary is a Person described in clauses (x) or (y) of the first paragraph of this covenant. Limitation on Liens The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties of any 133
kind, whether owned at the Original Issue Date or thereafter acquired, except Permitted Liens, unless the Notes are secured equally and ratably with (or, if the obligation to be secured by such Lien is subordinated in right of payment to the Notes or any Subsidiary Guarantee, prior to) the obligations so secured for so long as such obligations are so secured. Limitation on Sale and Leaseback Transactions The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided that the Company may enter into a Sale and Leaseback Transaction if: (1) the Company could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback Transaction under the covenant described under “– Limitation on Indebtedness and Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described under the caption “– Limitation on Liens”, in which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those provisions; (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of such Sale and Leaseback Transaction; and (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described under the caption “– Limitation on Asset Sales”. Limitation on Asset Sales The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: (1) no Default will have occurred and be continuing or would occur as a result of such Asset Sale; (2) the consideration received by the Company or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; and (3) at least 75% of the consideration received consists of cash, Temporary Cash Investment or the Replacement Assets; provided that in the case of an Asset Sale in which the Company or such Restricted Subsidiary receives Replacement Assets involving aggregate consideration in excess of US$5 million (or the Dollar Equivalent thereof), the Company shall deliver to the Trustee an opinion of fairness to the Company or such Restricted Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing. For purposes of this provision, each of the following will be deemed to be cash: (a) any liabilities, as shown on the Company‘s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than liabilities that are contingent or by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that irrevocably and unconditionally releases the Company or such Restricted Subsidiary, as the case may be, from further liability; (b) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are promptly, but in any event within 30 days of closing, converted by the Company or such Restricted Subsidiary, as the case may be, into cash, to the extent of the cash received in that conversion; and (c) any Capital Stock or assets referred to in clauses (2) and (3) of the next paragraph. Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) will apply such Net Cash Proceeds to: (1) permanently repay any unsubordinated Indebtedness of the Company or a Subsidiary Guarantor (and, if such Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce 134
commitments with respect thereto) in each case owing to a Person other than Company or a Restricted Subsidiary; (2) acquire properties or assets other than current assets that will be used in the Permitted Businesses (“Replacement Assets”) (provided that this clause (2) shall be satisfied if the Company (or the applicable Restricted Subsidiary, as the case may be) (x) enters into a definitive agreement committing to invest the relevant amount in Replacement Assets within 360 days of the receipt of such Net Cash Proceeds and (y) actually invests such amount in Replacement Assets with 180 days after entering into such definitive agreement); or (3) acquire all or substantially all of the assets of, or any Capital Stock of, any entity involved in the Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such entity involved in the Permitted Business is or becomes a Restricted Subsidiary. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the immediately preceding paragraph will constitute “Excess Proceeds”. Excess Proceeds of less than US$10.0 million (or the Dollar Equivalent thereof) will be carried forward and accumulated. When accumulated Excess Proceeds exceed US$10.0 million (or the Dollar Equivalent thereof), within 10 days thereof, the Company must make an Offer to Purchase Notes having a principal amount equal to: (1) accumulated Excess Proceeds, multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. The offer price in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to (but not including) the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, such remaining Excess Proceeds may be used for any general corporate purpose not prohibited by the Indenture. If the aggregate principal amount of Notes (and any other pari passu Indebtedness) tendered in such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee may (but shall not be obliged to) in its sole and absolute discretion select the Notes (and such other pari passu Indebtedness) to be purchased on a pro rata basis. The Trustee shall not be liable for such selection and such selection will be conclusive and binding on the Holders and the Company. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. Pending application of any Net Cash Proceeds from any Asset Sale in the manner described in this covenant “Limitation on Asset Sales”, the Company (or the applicable Restricted Subsidiary, as the case may be) may invest the portion of such Net Cash Proceeds not yet so applied in Temporary Cash Investments with a maturity of 30 days or less; provided that such investment of the Net Cash Proceeds in Temporary Cash Investments shall not extend the time periods for application of the Net Cash Proceeds prescribed by this covenant. Limitation on the Company’s Business Activities The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, engage in any business other than Permitted Businesses; provided, however, that the Company or any Restricted Subsidiary may own Capital Stock of an Unrestricted Subsidiary or joint venture or other entity that is engaged in a business other than a Permitted Business as long as any Investment therein was not prohibited when made by the covenant under the caption “– Limitation on Restricted Payments”. Maintenance of Insurance The Company will, and will cause each Restricted Subsidiary, to maintain insurance with reputable and financially sound carriers against such risks and in such amounts as is customarily carried by similarly situated businesses in the jurisdictions in which the Company or such Restricted Subsidiary conducts its businesses, including, without limitation, property and casualty insurance. 135
Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i) no Default shall have occurred and be continuing at the time of or giving effect to such designation; (ii) such Restricted Subsidiary does not own any Disqualified Stock of the Company or Disqualified or Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of, the Company or any Restricted Subsidiary, (iii) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-default to the Indebtedness of the Company or any other Restricted Subsidiary; (iv) neither the Company nor any Restricted Subsidiary guarantees or provides credit support for the Indebtedness or other liabilities of such Restricted Subsidiary; (v) such Restricted Subsidiary does not own any Capital Stock of another Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with this paragraph; (vi) the Investment deemed to have been made thereby in such newly-designated Unrestricted Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated would be permitted to be made by the covenant described under “– Limitation on Restricted Payments”; and (vii) such Unrestricted Subsidiary does not own or operate or possess any material license, franchise or right used in connection with the ownership or operation of any part of the Company’s or its Restricted Subsidiaries’ business, the loss of which by such Subsidiary will not, after giving pro forma effect thereto, materially adversely affect the business, results of operations or prospects of the Company and its Restricted Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) no Default shall have occurred and be continuing at the time of or giving effect to such designation; (ii) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be Incurred by the covenant described under the caption “– Limitation on Indebtedness and Preferred Stock”; (iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred by the covenant described under the caption “– Limitation on Liens”; (iv) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as a Restricted Subsidiary); and (v) such Restricted Subsidiary will upon such designation execute and deliver (at the Company’s expense) to the Trustee a supplemental indenture to the Indenture by which such Restricted Subsidiary will become a Subsidiary Guarantor. Use of Proceeds The Company will use the net proceeds received from the Notes as set forth in this offering memorandum. Pending application of all such net proceeds in such manner, the Company may invest the portion of such net proceeds not yet so applied to Temporary Cash Investments. Government Approvals and Licenses; Compliance with Law The Company will, and will cause each Restricted Subsidiary to, (1) obtain and maintain in full force and effect all governmental approvals, authorizations, consents, permits, concessions and licenses as are necessary to engage in the Permitted Businesses; (2) preserve and maintain good and valid title to its properties and assets (including land-use rights) free and clear of any Liens other than Permitted Liens; and (3) comply with all laws, regulations, orders, judgments and decrees of any governmental body, except to the extent that failure so to obtain, maintain, preserve and comply would not reasonably be expected to have a material adverse effect on (a) the business, results of operations or prospects of the Company and its Restricted Subsidiaries taken as a whole or (b) the ability of the Company or any Subsidiary Guarantor to perform its obligations under the Notes, the relevant Subsidiary Guarantee or the Indenture. Anti-Layering The Company will not and will not permit any Subsidiary Guarantor to Incur, any Indebtedness if such Indebtedness is contractually subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Subsidiary Guarantee, on 136
substantially the same terms. This does not apply to distinctions between categories of Indebtedness that exist by reason of any Liens or guarantees securing or in favor of some but not all of such Indebtedness. Provision of Financial Statements and Reports (a) So long as any of the Notes remain outstanding, the Company will file with the Trustee and, upon request, furnish to the Holders, as soon as they are available but in any event not more than 10 calendar days after they are filed with Indonesia Stock Exchange or any other recognized exchange on which the Company’s common shares are at any time listed for trading, true and correct copies of any financial report in the English language filed with such exchange; provided that if at any time the Common Stock of the Company ceases to be listed for trading on a recognized stock exchange, the Company will file with the Trustee and furnish to the Holders: (1) as soon as they are available, but in any event within 120 calendar days after the end of the fiscal year of the Company, copies of its financial statements (on a consolidated basis and in the English language) in respect of such financial year (including a statement of income, balance sheet and cash flow statement) prepared in accordance with Indonesian GAAP and audited by a member firm of an internationally recognized firm of independent accountants; and (2) as soon as they are available, but in any event within 45 calendar days after the end of each of the first, second and third fiscal quarters of the Company, copies of its unaudited financial statements (on a consolidated basis and in the English language) including a statement of income, balance sheet and cash flow statement, prepared on a basis consistent with the audited financial statements of the Company together with a certificate signed by the person then authorized to sign financial statements on behalf of the Company to the effect that such financial statements are true in all material respects and present fairly the financial position of the Company as at the end of, and the results of its operations for, the relevant quarterly period. (b) In addition, so long as any of the Notes remain outstanding, the Company will provide to the Trustee (1) within 120 days after the end of each fiscal year and within 14 days of request made by the Trustee, an Officers’ Certificate stating the Fixed Charge Coverage Ratio with respect to the four most recent fiscal quarters and showing in reasonable detail the calculation of the Fixed Charge Coverage Ratio, including the arithmetic computations of each component of the Fixed Charge Coverage Ratio, with a certificate from the Company’s external auditors verifying the accuracy and correctness of the calculation and arithmetic computation and (2) as soon as possible and in any event within 21 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default (and also within 14 days after any request made by the Trustee), an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto. Events of Default The following events will be defined as “Events of Default” in the Indenture with respect to the Notes: (a) default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest or Additional Amounts on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) default in the performance or breaches of the provisions of the covenants described under “– Consolidation, Merger and Sale of Assets; “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; “– Certain Covenants – Limitation on Restricted Payments”; or “– Certain Covenants – Limitation on Liens;” or fails to make or consummate an Offer to Purchase in the manner described under the captions “– Repurchase of Notes Upon a Change of Control “; or “– Certain Covenants – Limitation on Asset Sales”; 137
(d) the Company or any Restricted Subsidiary defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any Indebtedness of the Company or any Restricted Subsidiary having an outstanding principal amount of US$7.5 million (or the Dollar Equivalent thereof) or more in the aggregate for all such Indebtedness of all such Persons, whether such Indebtedness now exists or will hereafter be created, (A) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity or (B) the failure to make a principal payment of or interest or premium (subject to the applicable grace period in the relevant documents on, or any other amounts in respect of, such Indebtedness when the same becomes due and payable; (f)
one or more final judgments or orders for the payment of money are rendered against the Company or any of its Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed US$7.5 million (or the Dollar Equivalent thereof) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;
(g) an involuntary case or other proceeding is commenced against the Company or any Restricted Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Restricted Subsidiary or for any substantial part of the property and assets of the Company or any Restricted Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company or any Restricted Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect; (h) the Company or any Restricted Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Restricted Subsidiary or for all or substantially all of the property and assets of the Company or any Restricted Subsidiary or (C) effects any general assignment for the benefit of creditors; (i)
any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary Guarantee is determined in any judicial proceeding to be unenforceable or invalid or will for any reason cease to be in full force and effect; or
(j)
revocation, termination, suspension or other cessation of effectiveness of any license, consent, approval, permit or other authorization, which results in the cessation or suspension of the Company’s operations for a period of more than 30 consecutive days.
If an Event of Default (other than an Event of Default specified in clause (g), (h) or (i) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such Holders will, (subject to being indemnified and/or secured and/or pre-funded to its absolute satisfaction) declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest will be immediately due and payable. If an Event of Default specified in clause (g), (h) or (i) above occurs with respect to the Company or any Restricted Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 138
The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may on behalf of all of the Holders waive all past defaults and rescind and annul a declaration of acceleration and its consequences with respect to the Notes if: (x) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability or cause it to expend or risk its own funds or otherwise incur any financial liability in following such direction, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders. A Holder may not pursue or institute any proceeding, judicial or otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes, unless: (1) the Holder has previously given the Trustee written notice of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy; (3) such Holder or Holders offer the Trustee security and/or indemnity and/or pre-funding satisfactory to the Trustee against any loss, fee, costs, liability or expense to be incurred in compliance with such written request; (4) the Trustee does not comply with the request within 60 days after receipt of the written request and the offer of indemnity and/or security and/or pre-funding satisfactory to the Trustee; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a written direction that is inconsistent with the request. However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest, and Additional Amounts, if any, on, such Note or any payment under any Subsidiary Guarantee or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right will not be impaired or affected without the consent of the Holder. Officers of the Company must certify to the Trustee, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’ performance under the Indenture and the Notes and that each of the Company and each Restricted Subsidiary have fulfilled all of their respective obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. See “– Provision of Financial Statements and Reports”. Consolidation, Merger and Sale of Assets The Company will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its 139
Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (1) the Company will be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets (the “Surviving Person”) will be a corporation organized and validly existing under the laws of Indonesia and will expressly assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of the Company under the Indenture and the Notes, as the case may be, and the Indenture and the Notes, as the case may be, will remain in full force and effect; (2) immediately after giving effect to such transaction, no Default will have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, could Incur at least US$1.00 of Indebtedness under the proviso in clause (a) of the covenant under the caption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; (5) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4) of this paragraph) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with and that the relevant supplemental indenture is enforceable. The Trustee shall be entitled to conclusively rely on such certificate and shall have no responsibility to verify the arithmetic computations; (6) each Subsidiary Guarantor shall execute and deliver a supplemental indenture to the Indenture confirming that its Subsidiary Guarantee shall apply to the obligations of the Company or the Surviving Person, as the case may be, in accordance with the Notes and the Indenture; and (7) no Rating Decline will have occurred. No Subsidiary Guarantor will consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to another Person (other than the Company or another Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor will be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets will be the Company or another Subsidiary Guarantor or will become a Subsidiary Guarantor concurrently with the transaction; (2) immediately after giving effect to such transaction, no Default will have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least US$1.00 of Indebtedness under the proviso in clause (a) of the covenant under the caption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; (5) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4) of this paragraph) and (y) an 140
Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with and that the relevant supplemental indenture is enforceable; (6) each Subsidiary Guarantor shall execute and deliver a supplemental indenture to the Indenture confirming that its Subsidiary Guarantee shall apply to the obligations of the Company or the Surviving Person, as the case may be, in accordance with the Notes and the Indenture; and (7) no Rating Decline will have occurred; provided that this paragraph will not apply to (a) any sale or other disposition that complies with the “– Certain Covenants – Limitation on Asset Sales” covenant or any Subsidiary Guarantor whose Subsidiary Guarantee is unconditionally released in accordance with the provisions described under “– The Subsidiary Guarantees – Release of the Subsidiary Guarantees” and (2) a consolidation or merger of any Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor, so long as the Company or such Subsidiary Guarantor survives such consolidation or merger. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person. The foregoing provisions would not necessarily afford Holders protection in the event of highlyleveraged or other transactions involving the Company that may adversely affect Holders. No Payments for Consents The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture, the Notes or any Subsidiary Guarantee, unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to such consent, waiver or amendment. Notwithstanding the foregoing, the Company shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture, to exclude Holders in any jurisdiction where (A) the solicitation of such consent, waiver or amendment in the manner deemed appropriate by the Company and the payment of consideration therefor would require the Company to (i) file a registration statement, prospectus or similar document or subject the Company to ongoing periodic reporting or similar requirements under any securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states), (ii) qualify as a foreign corporation or other entity or as a dealer in securities in such jurisdiction if it is not otherwise required to so qualify, (iii) generally consent to service of process in any such jurisdiction or (iv) subject the Company to taxation in any such jurisdiction if it is not otherwise so subject; or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction. Defeasance Defeasance and Discharge The Indenture will provide that the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 183rd day after the deposit referred to below and payments of all amounts due to the Trustee, and the provisions of the Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things: (A) the Company has (1) deposited with the Trustee, in trust, cash in U.S. dollars, U.S. Government Obligations or a combination thereof that through the payment of interest and principal in respect 141
thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Notes and (2) delivered to the Trustee a certificate of an internationally recognized firm of independent accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity of such payment in accordance with the terms of the Indenture and the Notes and an Opinion of Counsel to the effect that the Holders have a valid, perfected, exclusive security in such trust; (B) the Company has delivered to the Trustee an Opinion of Counsel of recognized international standing to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940, as amended, and after the passage of 183 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (C) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others; and (D) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, will have occurred and be continuing on the date of such deposit or during the period ending on the 183rd day after the date of such deposit, and such defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound. In the case of either discharge or defeasance of the Notes, the Subsidiary Guarantees will terminate. Defeasance of Certain Covenants The Indenture further will provide that the provisions of the Indenture applicable to the Notes will no longer be in effect with respect to clauses (3) and (4) under the second paragraph and third paragraph under “– Consolidation, Merger and Sale of Assets” and all the covenants described herein under “– Certain Covenants” other than as described “– Certain Covenants – Anti-Layering”, clause (c) under “– Events of Default” with respect to such clauses (3) and (4) under the second paragraph and third paragraph under “– Consolidation, Merger and Sale of Assets” and with respect to the other events set forth in such clause, clause (d) under “– Events of Default” with respect to such other covenants and clauses (e), (f), (i) and (j) under “– Events of Default” will be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, of U.S. dollars, U.S. Government Obligations or a combination thereof that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, Additional Amounts, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Notes, the satisfaction of the provisions described in clause (B) (2) and (C) of the preceding paragraph and the delivery by the Company to the Trustee of an Opinion of Counsel of recognized international standing with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit and defeasance had not occurred. Defeasance and Certain Other Events of Default If in the event (i) the Company exercises its option to omit compliance with certain covenants and provisions of the Indenture as described in the immediately preceding paragraph and the Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable and (ii) the amount of U.S. dollars and/or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of 142
Default, the obligations of the Company under the Indenture will be revived and no such defeasance will be deemed to have occurred. Amendments and Waivers Amendments Without Consent of Holders The Indenture may be amended, without the consent of any Holder of Notes, to: (1) cure any ambiguity, defect, omission or inconsistency in the Indenture, the Subsidiary Guarantees or the Notes; (2) comply with the provisions described under “– Consolidation, Merger and Sale of Assets”; (3) evidence and provide for the acceptance of appointment by a successor Trustee or collateral agent; (4) release any Subsidiary Guarantor from any Subsidiary Guarantee as provided or permitted by the terms of the Indenture or add any Subsidiary Guarantor or any Subsidiary Guarantee; (5) provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; (6) in any other case where a supplemental indenture to the Indenture is required or permitted to be entered into pursuant to the provisions of the Indenture without the consent of any Holder; (7) effect any changes to the Indenture in a manner necessary to comply with the procedures of Euroclear or Clearstream or any applicable securities depository or clearing system; (8) conform the text of the Indenture, the Notes or the Subsidiary Guarantees to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Subsidiary Guarantees; or (9) make any other change that does not materially and adversely affect the rights of any Holder of Notes. Amendments With Consent of Holders Except as provided below, amendments of the Indenture, the Subsidiary Guarantees or the Notes may be made by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and the holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company or the Subsidiary Guarantors with any provision of the Indenture, the Notes or the Subsidiary Guarantees; provided, however, that no such modification, amendment or waiver may, without the consent of each Holder: (1) change the Stated Maturity of the principal of, or any instalment of interest on, any Note; (2) reduce the principal amount of, or premium, if any, or interest on, any Note; (3) change the currency, time or place of payment of principal of, or premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Subsidiary Guarantee; (5) reduce the above stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend the Indenture; 143
(6) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (7) release any Subsidiary Guarantor from its Subsidiary Guarantee, except as provided in the Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; (9) amend, change or modify any Subsidiary Guarantee in a manner that adversely affects the Holders; (10) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the Excess Proceeds from any Asset Sale or, change the time or manner by which a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any Asset Sale; (11) change the redemption date or the redemption price of the Notes from that stated under the captions “– Optional Redemption” or “– Redemption for Taxation Reasons”; (12) amend, change or modify the obligation of the Company or any Subsidiary Guarantor to pay Additional Amounts; or (13) amend, change or modify any provision of the Indenture or the related definition affecting the ranking of the Notes or any Subsidiary Guarantee in a manner which adversely affects the Holders. The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Company is required to mail to each Holder at such Holder’s address appearing in the Register a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment. Unclaimed Money Claims against the Company for the payment of principal of, premium, if any, or interest, on the Notes will become void unless presentation for payment is made as required in the Indenture within a period of six years. No Personal Liability of Incorporators, Shareholders, Officers, Directors or Employees No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any of the Subsidiary Guarantors in the Indenture, or in any of the Notes or the Subsidiary Guarantees or because of the creation of any Indebtedness represented thereby, will be had against any incorporator, shareholder, officer, commissioner, director, employee or controlling person of the Company or any of the Subsidiary Guarantors or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Subsidiary Guarantees. Such waiver may not be effective to waive liabilities under the applicable securities laws. Concerning the Trustee, the Principal Paying Agent, the Registrar and the Transfer Agent The Bank of New York Mellon, London Branch is to be appointed as Trustee under the Indenture, and also as principal paying agent (the “Principal Paying Agent”) with regard to the Notes. The Bank of New York Mellon (Luxembourg) S.A. (to be succeeded by The Bank of New York Mellon SA/NV, Luxembourg Branch with effect from April 1, 2017) is to be appointed registrar (the “Registrar”) and 144
transfer agent (the “Transfer Agent”) with regard to the Notes. Except during the continuance of a Default, the Trustee will not be liable for any other duties, except for the performance of such duties as are specifically set forth in the Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. The Indenture contains limitations on the rights of the Trustee, should it become a creditor of the Company or any of the Subsidiary Guarantors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions with the Company and its Affiliates; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign. The Trustee will be under no obligation to exercise any rights or powers conferred under the Indenture for the benefit of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense. In the exercise of its duties, the Trustee shall not be responsible for the verification of the accuracy or completeness of any certification, opinion or other documents submitted to it by the Company and is entitled to rely conclusively on the information contained therein. Notwithstanding anything described herein, the Trustee has no duty to monitor the performance or compliance of the Company or any Restricted Subsidiary in the fulfillment of their respective obligations under the Indenture and the Notes. For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Company will appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, if definitive Notes are issued in exchange for Global Notes. The Company will announce through the SGX-ST any issue of definitive Notes in exchange for Global Notes, including in the announcement all material information on the delivery of the definitive Notes and details of the paying agent in Singapore. The Registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of the Notes on behalf of the Company. The Company may change the Principal Paying Agent, the Registrar or the Transfer Agent without prior notice to the Holders, but only if the Company pays Additional Amounts, as defined below, with respect to taxes that may result from such change. Book-Entry; Delivery and Form The Notes will be represented by a global note in registered form without interest coupons attached (the “Global Note”). On the Original Issue Date, the Global Note will be deposited with a common depositary and registered in the name of the common depositary or its nominee for the accounts of Euroclear and Clearstream. Global Note Ownership of beneficial interests in the Global Note (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that may hold interests through such participants. Book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants. Except as set forth below under “– Individual Definitive Notes,” the book-entry interests will not be held in definitive form. Instead, Euroclear and/or Clearstream will credit on their respective book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests. So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or its nominee) will be considered the sole holder of the Global Note for all purposes under the 145
Indenture and “holders” of book-entry interests will not be considered the owners or “Holders” of the Notes for any purpose. As such, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely on the procedures of the participants through which they own book-entry interests in order to transfer their interests in the Notes or to exercise any rights of Holders under the Indenture. None of the Company, the Trustee or any of their respective agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests. The Notes are not issuable in bearer form. Payments on the Global Note Payments of any amounts owing in respect of the Global Note (including principal, premium, interest and Additional Amounts) will be made to the Principal Paying Agent in U.S. dollars. The Principal Paying Agent will, in turn, make such payments to the common depositary for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their procedures. Each of the Company and the Subsidiary Guarantors will make payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and as described under “– Additional Amounts.” Under the terms of the Indenture, the Company, any Subsidiary Guarantor and the Trustee will treat the registered holder of the Global Note (i.e., the common depositary or its nominee) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of the Company, the Subsidiary Guarantors, the Trustee or any of their respective agents has or will have any responsibility or liability for: •
any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest, for any such payments made by Euroclear, Clearstream or any participant or indirect participants, or for maintaining, supervising or reviewing any of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest; or
•
Euroclear, Clearstream or any participant or indirect participant.
Payments by participants to owners of book-entry interests held through participants are the responsibility of such participants. Redemption of the Global Note In the event any Global Note, or any portion thereof, is redeemed, the common depositary will distribute the U.S. dollar amount received by it in respect of the Global Note so redeemed to Euroclear and/or Clearstream, as applicable, who will distribute such amount to the holders of the book-entry interests in such Global Note. The redemption price payable in connection with the redemption of such book-entry interests will be equal to the U.S. dollar amount received by the common depositary, Euroclear or Clearstream, as applicable in connection with the redemption of such Global Note (or any portion thereof). The Company understands that under existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interests of US$200,000 principal amount, or less, as the case may be, will be redeemed in part. Action by Owners of Book-Entry Interests Euroclear and Clearstream have advised that they will take any action permitted to be taken by a Holder of Notes only at the direction of one or more participants to whose account the book-entry interests in a Global Note are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the 146
taking of any other action in respect of the Global Note. If there is an Event of Default under the Notes, however, each of Euroclear and Clearstream reserves the right to exchange the Global Note for individual definitive notes in certificated form, and to distribute such individual definitive notes to their participants. Transfers Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream’s rules and will be settled in immediately available funds. If a Holder requires physical delivery of individual definitive notes for any reason, including to sell the Notes to persons in jurisdictions which require physical delivery of such securities or to pledge such securities, such Holder must transfer its interest in the Global Note in accordance with the normal procedures of Euroclear and Clearstream and in accordance with the provisions of the Indenture. Book-entry interests in the Global Note will be subject to the restrictions on transfer discussed under “Transfer Restrictions.” Any book-entry interest in a Global Note that is transferred to a person who takes delivery in the form of a book-entry interest in another Global Note (if applicable) will, upon transfer, cease to be a bookentry interest in the first-mentioned Global Note and become a book-entry interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in such other Global Note for as long as it retains such a book-entry interest. Global Clearance and Settlement under the Book-Entry System Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable. Book-entry interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value on the settlement date. The book-entry interests will trade through participants of Euroclear or Clearstream, and will settle in same-day funds. Since the purchaser determines the place of delivery, it is important to establish at the time of trading of any book-entry interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date. Information Concerning Euroclear and Clearstream The Company understands as follows with respect to Euroclear and Clearstream: Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic bookentry changes in accounts of such participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions, such as underwriters, securities brokers and dealers, banks and trust companies, and certain other organizations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly. Although the foregoing sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interests in the Notes among participants of Euroclear and Clearstream, neither Euroclear nor Clearstream is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Subsidiary Guarantors, the Trustee or any of their respective agents will have responsibility for the performance of Euroclear or Clearstream or their respective participants of their respective obligations under the rules and procedures governing their operations, including, without limitation, rules and procedures relating to book-entry interests. 147
Individual Definitive Notes If (1) the common depositary or any successor to the common depositary is at any time unwilling or unable to continue as a depositary for the reasons described in the Indenture and a successor depositary is not appointed by the Company within 90 days, (2) either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently cease business or does in fact do so, or (3) any of the Notes has become immediately due and payable in accordance with “– Events of Default” and the Company has received a written request from a Holder, the Company will issue individual definitive notes in registered form in exchange for the Global Note. Upon receipt of such notice from the common depositary or the Trustee, as the case may be, the Company will use its best efforts to make arrangements with the common depositary for the exchange of interests in the Global Note for individual definitive notes and cause the requested individual definitive notes to be executed and delivered to the Registrar in sufficient quantities and authenticated by or on behalf of the Registrar for delivery to the Holders. Persons exchanging interests in a Global Note for individual definitive notes will be required to provide the Registrar, through the relevant clearing system, with written instruction and other information required by the Company and the Registrar to complete, execute and deliver such individual definitive notes. In all cases, individual definitive notes delivered in exchange for any Global Note or beneficial interest therein will be registered in the names, and issued in any approved denominations, requested by the relevant clearing system. Individual definitive notes will not be eligible for clearing and settlement through Euroclear or Clearstream. Notices All notices or demands required or permitted by the terms of the Notes or the Indenture to be given to or by the Holders are required to be in writing (in English) and may be given or served by being sent by prepaid courier or by being deposited, first-class postage prepaid, in the mails of the relevant jurisdiction (if intended for the Company or any Subsidiary Guarantor) addressed to the Company or such Subsidiary Guarantor, as the case may be, at the registered office of the Company; (if intended for the Trustee) addressed to the Trustee at the specified corporate trust administration office of the Trustee; and (if intended for any Holder) addressed to such Holder at such Holder’s last address as it appears in the Note register. Any such notice or demand will be deemed to have been sufficiently given or served when so sent or deposited and, if to the Holders, when delivered in accordance with the applicable rules and procedures of Euroclear or Clearstream, as the case may be. Any such notice shall be deemed to have been delivered on the day such notice is delivered to Euroclear or Clearstream, as the case may be, or if by mail, when so sent or deposited. Consent to Jurisdiction; Service of Process The Company and each of the Subsidiary Guarantors will irrevocably (i) submit to the non-exclusive jurisdiction of any U.S. federal or New York state court located in the Borough of Manhattan, The City of New York in connection with any suit, action or proceeding arising out of, or relating to, any Note, any Subsidiary Guarantee or the Indenture or any transaction contemplated thereby and (ii) designate and appoint Law Debenture at 801 2nd Avenue, Suite 403 New York, NY 10017 for receipt of service of process in any such suit, action or proceeding. Governing Law Each of the Notes, each of the Subsidiary Guarantees and the Indenture provides that such instrument will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. Definitions Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for other capitalized terms used in this “Description of the Notes” for which no definition is provided. 148
“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary or such Asset Acquisition. “Additional Amounts” has the meaning assigned to such term under the caption “– Additional Amounts”. “Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three (3) months before or after March 31, 2020, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date. “Affiliate” means, with respect to any Person, any other Person (i) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; (ii) who is a director, commissioner or officer of such Person or any Subsidiary of such Person or of any Person referred to in clause (i) of this definition; or (iii) who is a spouse, child, parent, brother, sister, parent-in-law, grandchild or grandparent of a Person described in clause (i) or (ii) of this definition. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Applicable Premium” means, with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of the redemption price of such Note on March 31, 2020 (such redemption price being described in the first paragraph in the “– Optional Redemption” section exclusive of any accrued interest), plus all required remaining scheduled interest payments due on such Note through March 31, 2020 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such redemption date. “Asset Acquisition” means (1) an investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person will become a Restricted Subsidiary or will be merged into or consolidated with the Company or any of its Restricted Subsidiaries, or (2) an acquisition by the Company or any of its Restricted Subsidiaries of the property and assets of any Person other than the Company or any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person. “Asset Disposition” means the sale or other disposition by the Company or any of its Restricted Subsidiaries (other than to the Company or another Restricted Subsidiary) of (1) all or substantially all of the Capital Stock of any Restricted Subsidiary or (2) all or substantially all of the assets that constitute a division or line of business of the Company or any of its Restricted Subsidiaries. “Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale and Leaseback Transaction) of any of its property or assets (including any sale of Capital Stock of a Subsidiary or issuance of Capital Stock by a Restricted Subsidiary) in one transaction or a series of
149
related transactions by the Company or any Restricted Subsidiary to any Person other than the Company or any Restricted Subsidiary; provided that “Asset Sale” will not include: (a) sales or other dispositions of inventory, receivables and other current assets in the ordinary course of business; (b) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made under the “– Certain Covenants – Limitation on Restricted Payments” covenant; (c) sales, transfers or other dispositions of assets with a Fair Market Value not in excess of US$3.0 million (or the Dollar Equivalent thereof) in any transaction or series of related transactions; (d) any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete, unused, unuseful or otherwise unsuitable for use in connection with the business of the Company or its Restricted Subsidiaries; (e) any, transfer, assignment or other disposition deemed to occur in connection with creating or granting any Permitted Lien; (f)
a transaction covered by the covenant under the caption “– Consolidation, Merger and Sale of Assets”; and
(g) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Subsidiary Guarantor. “Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, the present value at the time of determination, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of lessor, be extended, determined in accordance with Indonesian GAAP; provided, however, that if such Sale and Leaseback Transaction results in Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation”. “Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness and (b) the amount of such principal payment by (2) the sum of all such principal payments. “Board of Directors” means the board of directors of the Company elected or appointed by the stockholders of the Company to manage the business of the Company or any committee of such board duly authorized to take the action purported to be taken by such committee. “Board Resolution” means any resolution of the Board of Directors taking an action which it is authorized to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so required) was present and acting throughout or adopted by written resolution executed by a majority of the Board of Directors. “Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions in The City of New York, London, Singapore or Indonesia (or in any other place in which payments on the Notes are to be made) are authorized by law or governmental regulation to close; provided that, solely for purposes of determining the date of any payment to be made on any Note, “Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions in the City of New York, London or Singapore (or in any other place in which payments on the Notes are to be made) are authorized by law or governmental regulation to close. “Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Original Issue Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock, but excluding debt securities convertible into such equity. 150
“Capitalized Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) of which the discounted present value of rental obligations of such Person as lessee, in conformity with Indonesian GAAP, is required to be capitalized on the balance sheet of such Person. “Capitalized Lease Obligations” means the discounted present value of the rental obligations under a Capitalized Lease. “Change of Control” means the occurrence of one or more of the following events: (1) the merger, amalgamation, or consolidation of the Company with or into another Person or the merger or amalgamation of another Person with or into the Company, or the sale of all or substantially all the assets of the Company to another Person, other than a Permitted Holder; (2) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 of the Exchange Act), directly or indirectly, of the total voting power of the Voting Stock of the Company greater than such total voting power held beneficially by the Permitted Holders; (3) individuals who on the Original Issue Date constituted the Board of Directors, together with any new directors whose election to the Board of Directors was approved by a vote of at least a majority of the directors then still in office who were either directors on the Original Issue Date or whose election was previously so approved, cease for any reason to constitute a majority of the Board of Directors then in office; or (4) the adoption of a plan relating to the liquidation or dissolution of the Company. “Clearstream” means Clearstream Banking S.A., or any successor thereof. “Commodity Agreement” means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect against fluctuations in commodity prices and not for speculation. “Common Stock” means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock or ordinary shares, whether or not outstanding on the Original Issue Date, and includes, without limitation, all series and classes of such common stock or ordinary shares. “Comparable Treasury Issue” means the U.S. Treasury security having a maturity comparable to March 31, 2020 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to March 31, 2020. “Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is received by the Trustee, Reference Treasury Dealer Quotations for such redemption date. “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Consolidated Net Income: (1) Consolidated Interest Expense; (2) income taxes (other than income taxes attributable to extraordinary and non-recurring gains (or losses) or sales of assets); (3) depreciation expense; (4) amortization expense; and (5) all other non-cash items reducing Consolidated Net Income (other than non-cash items in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income, 151
all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with Indonesian GAAP; provided that if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA will be reduced (to the extent not otherwise reduced in accordance with Indonesian GAAP) by an amount equal to (A) the amount of the Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Company or any Restricted Subsidiary. “Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period and (ii) all cash and non-cash dividends paid, declared, accrued or accumulated during such period on any Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary held by Persons other than the Company or any Wholly Owned Restricted Subsidiary, except for dividends payable in the Company’s Capital Stock (other than Disqualified Stock). “Consolidated Interest Expense” means, for any period, the amount that would be included in gross interest expense on a consolidated income statement prepared in accordance with Indonesian GAAP for such period of the Company and its Restricted Subsidiaries, plus, to the extent not included in such gross interest expense, and to the extent incurred, accrued or payable during such period by the Company and its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Capitalized Lease Obligations, (ii) amortization of debt issuance costs and original issue discount expense and non-cash interest payments in respect of any Indebtedness, (iii) the interest portion of any deferred payment obligation, (iv) all commissions, discounts and other fees and charges with respect to letters of credit or similar instruments issued for financing purposes or in respect of any Indebtedness, (v) the net costs associated with Hedging Obligations (including the amortization of fees), (vi) interest accruing on Indebtedness of any other Person that is guaranteed by the Company or any Restricted Subsidiary or secured by a Lien on assets of the Company or any Restricted Subsidiary, (vii) any capitalized interest and (viii) all other non-cash interest expense. “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in conformity with Indonesian GAAP; provided that the following items will be excluded in computing Consolidated Net Income (without duplication): (1) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting except that: (a) subject to the exclusion contained in clause (5) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and (b) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent funded with cash or other assets of the Company or Restricted Subsidiaries; (2) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary or all or substantially all of the property and assets of such Person are acquired by the Company or any Restricted Subsidiary; (3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other constitutive document or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; (4) the cumulative effect of a change in accounting principles; 152
(5) any net after tax gains realized on the sale or other disposition of (A) any property or assets of the Company or any Restricted Subsidiary which is not sold in the ordinary course of its business or (B) any Capital Stock of any Person (including any gains by the Company realized on sales of Capital Stock of the Company or Restricted Subsidiaries); (6) any translation gains or losses due solely to fluctuations in currency values and related tax effects; and (7) any net after-tax extraordinary or non-recurring gains. “Currency Agreement” means any foreign exchange forward contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates and not for speculation. “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default. “Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed on or prior to the date that is 366 days after the Stated Maturity of the Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at any on or prior to the date that is 366 days after the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity on or prior to the date that is 366 days after the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 366 days after the Stated Maturity of the Notes will not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in “– Certain Covenants – Limitation on Asset Sales” and “– Repurchase of Notes Upon a Change of Control” covenants and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Company’s repurchase of such Notes as are required to be repurchased pursuant to the “– Certain Covenants – Limitation on Asset Sales” and “– Repurchase of Notes Upon a Change of Control “ covenants. “Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the base rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by the Federal Reserve Bank of New York (provided that the noon U.S. dollar purchase exchange rate for cable transfers at a major commercial bank in the principal financial center of the relevant currency will be used for such computation with respect to any currency that is not so quoted by the Federal Reserve Bank of New York) on the date of determination. “Equity Offering” means (i) any bona fide public or private offering of Capital Stock (other than Disqualified Stock) of the Company other than to Affiliates of the Company after the Original Issue Date or (ii) any bona fide underwritten secondary public offering or secondary private placement of Capital Stock (other than Disqualified Stock) of the Company beneficially owned by the Permitted Holders, after the Original Issue Date, to the extent that the Permitted Holders or a company controlled by such Person concurrently with such public offering or private placement purchases in cash an equal amount of Capital Stock (other than Disqualified Stock) from the Company at the same price as the public offering or private placing price; provided that (i) the aggregate gross cash proceeds received by the Company as a result of such offering described in clause (i) or (ii) or a combination thereof (excluding gross cash proceeds received from the Company or any of its Subsidiaries) shall be no less than US$25.0 million (or the Dollar Equivalent thereof) and (ii) any such offering shall result in such Capital Stock being listed and eligible for dealing on the Indonesia Stock Exchange or on another internationally recognized stock exchange. “Euroclear” means Euroclear Bank S.A./N.V. or any successor thereof. 153
“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination will be conclusive if evidenced by a Board Resolution. “Fitch” means, Fitch Ratings Ltd and its affiliates. “Fixed Charge Coverage Ratio” means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated EBITDA for the Four Quarter Period with respect to such Transaction Date to (2) the aggregate Consolidated Fixed Charges during such Four Quarter Period. In making the foregoing calculation: (A) pro forma effect will be given to any Indebtedness or Preferred Stock Incurred, repaid or redeemed during the Reference Period relating to such Four Quarter Period in each case as if such Indebtedness or Preferred Stock had been Incurred, repaid or redeemed on the first day of such Reference Period; provided that, in the event of any such repayment or redemption, Consolidated EBITDA for such period will be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay or redeem such Indebtedness; (B) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate will be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; and (C) pro forma effect will be given to the creation, designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries as if such creation, designation or redesignation had occurred on the first day of such Reference Period; (D) pro forma effect will be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and (E) pro forma effect will be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; provided that to the extent that clause (D) or (E) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition (or asset acquisition or asset disposition), such pro forma calculation will be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available. “Four Quarter Period” means, as of any Transaction Date, the then most recent four fiscal quarters prior to such Transaction Date for which consolidated financial statements of the Company (which the Company will use its reasonable best efforts to compile in a timely manner) are available and have been provided to the Trustee. “Governmental Instrumentality” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, court, tribunal, commission, bureau or entity or any arbitrator with authority to bind a party at law. 154
“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning. “Hedging Agreement” means any Currency Agreement, Commodity Agreement or Interest Rate Agreement. “Hedging Obligation” of any Person means the obligations of such Person pursuant to any Hedging Agreement. “Holder” means the Person in whose name a Note is registered in the Note register. “Incur” means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness or Capital Stock; provided that (1) any Indebtedness and Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (or fails to meet the qualifications necessary to remain an Unrestricted Subsidiary) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (2) the accretion of original issue discount will not be considered an Incurrence of Indebtedness. The terms “Incurrence”, “Incurred” and “Incurring” have meanings correlative with the foregoing. “Indebtedness” means, with respect to any Person at any date of determination (without duplication): (1) all indebtedness of such Person for borrowed money; (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (or reimbursement obligations with respect thereto); (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables due within 120 days arising in the ordinary course of business; (5) all Capitalized Lease Obligations and Attributable Indebtedness; (6) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness; (7) all Indebtedness of other Persons guaranteed by such Person to the extent such Indebtedness is guaranteed by such Person; (8) to the extent not otherwise included in this definition, Hedging Obligations; (9) all Disqualified Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price; and (10) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person, except trade payables due within 120 days arising in the ordinary course of business. 155
Notwithstanding the foregoing, customer deposits and advance payments received from customers in the ordinary course of business shall not be deemed to be Indebtedness for any purpose. The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above (as determined in conformity with Indonesian GAAP to the extent applicable) and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligations; provided (A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with Indonesian GAAP, (B) that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness will not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest, and (C) that the amount of Indebtedness with respect to any Hedging Agreement will be equal to the net amount payable if such Hedging Agreement terminated at that time due to default by such Person. “Indonesian GAAP” means generally accepted accounting principles in Indonesia as in effect from time to time. “Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect against fluctuations in interest rates and not for speculation. “International Bank” means a bank or trust company which is organized under the laws of the United States of America, any state thereof, the European Union, Singapore, the United Kingdom or Japan. “Investment” means: (i)
any direct or indirect advance, loan or other extension of credit to another Person;
(ii) any capital contribution to another Person (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others); (iii) any purchase or acquisition of Capital Stock (or options, warrants or other rights to acquire such Capital Stock), Indebtedness, bonds, notes, debentures or other similar instruments or securities issued by another Person; (iv) any guarantee of any obligation of another Person; or (v) all other items that would be classified as investments (including purchases of assets outside the ordinary course of business) on a balance sheet of such Person prepared in accordance with Indonesian GAAP. For the purposes of the provisions of the “– Certain Covenants – Designation of Restricted and Unrestricted Subsidiaries” and “– Certain Covenants – Limitation on Restricted Payments” covenants, except as described in the last sentence of this paragraph: (i) the Company will be deemed to have made an Investment in an Unrestricted Subsidiary in an amount equal to the Fair Market Value of the assets (net of liabilities owed to any Person other than the Company or a Restricted Subsidiary and that are not guaranteed by the Company or a Restricted Subsidiary) of a Restricted Subsidiary that is designated an Unrestricted Subsidiary at the time of such designation, and (ii) any property transferred to or from any Person will be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Board of Directors. “Investment Grade” means a rating of “AAA,” “AA,” “A” or “BBB,” as modified by a “+” or “-” indication, or an equivalent rating representing one of the four highest Rating Categories, by S&P, Fitch, or any of 156
its successors or assigns or the equivalent ratings of any internationally recognized rating agency or agencies, as the case may be, which will have been designated by the Company as having been substituted for S&P or Fitch or both, as the case may be. “Lien” means any mortgage, pledge, fiduciary security, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind). “Measurement Date” means May 2, 2013. “Moody’s” means Moody’s Investors Service, Inc. and its affiliates. “Net Cash Proceeds” means: (a) with respect to any Asset Sale (other than the issuance or sale of Capital Stock), the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of: (1) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment banks) related to such Asset Sale; (2) provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Company and its Restricted Subsidiaries, taken as a whole; (3) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (x) is secured by a Lien on the property or assets sold or (y) is required to be paid as a result of such sale; (4) appropriate amounts to be provided by the Company or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with Indonesian GAAP and reflected in an Officers’ Certificate delivered to the Trustee; and (b) with respect to any Asset Sale consisting of the issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. “Note Documents” means the Indenture, the Notes and the Subsidiary Guarantees. “Offer to Purchase” means an offer to purchase Notes by the Company from the Holders commenced by the Company mailing a notice by first class mail, postage prepaid, to the Trustee and each Holder at its last address appearing in the Note register stating: (1) the provision of the Indenture pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (2) the purchase price and the date of purchase (which will be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Offer to Purchase Payment Date”); 157
(3) that any Note not tendered will continue to accrue interest pursuant to its terms; (4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase will cease to accrue interest on and after the Offer to Purchase Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Principal Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Offer to Purchase Payment Date; (6) that Holders will be entitled to withdraw their election if the Principal Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Offer to Purchase Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued will be in a principal amount of US$200,000 or any amount in excess thereof which is an integral multiples of US$1,000. One Business Day prior to the Offer to Purchase Payment Date, the Company will deposit with the Principal Paying Agent immediately available funds sufficient to pay the purchase price of all Notes or portions thereof to be accepted by the Company for payment on the Offer to Purchase Payment Date. On the Offer to Purchase Payment Date, the Company will (a) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; and (b) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Principal Paying Agent will as soon as reasonably practicable mail to the Holders so accepted payment in an amount equal to the purchase price, and the Trustee will as soon as reasonably practicable authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued will be in a principal amount of US$200,000 or any amount in excess thereof which is an integral multiples of US$1,000. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Offer to Purchase Payment Date. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to an Offer to Purchase. The offer is required to contain or incorporate by reference information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will assist such Holders to make an informed decision with respect to the Offer to Purchase, including a brief description of the events requiring the Company to make the Offer to Purchase, and any other information required by applicable law to be included therein. The offer is required to contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the requirements of the relevant Offer to Purchase, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Notes, the Indenture and the Subsidiary Guarantees by virtue of their compliance with such securities laws or regulations. “Officer” means one of the executive officers or directors of the Company or, in the case of a Subsidiary Guarantor, one of the directors or officers of such Subsidiary Guarantor. “Officers’ Certificate” means a certificate signed by two Officers. “Opinion of Counsel” means a written opinion from external legal counsel selected by the Company, provided that such counsel shall be acceptable to the Trustee in its sole discretion. “Original Issue Date” means the date on which the Notes are originally issued under the Indenture. 158
“Permitted Business” means any business which is the same as or ancillary or complementary to any of the businesses of the Company and the Restricted Subsidiaries on the Original Issue Date. “Permitted Holders” means any or all of the following: (1) Handojo Santosa; (2) any Affiliate (other than an Affiliate as defined in clause (ii) of the definition of Affiliate) of the Person specified in clause (1) and any trust the main beneficiary/-ies of which is/are, directly or indirectly, one or more of the Person specified in clause (1) or Affiliates (other than Affiliates as defined in clause (ii) of the definition of Affiliate) of the Person specified in clause (1), provided that, as applied to Japfa Ltd. for purposes of this clause (2), Japfa Ltd. shall be deemed to be an “Affiliate” of the Person specified in clause (1) to the extent that (x) the Person specified in clause (1) is, (y) any of his Affiliates specified in this clause (2) would be considered to be, or (z), (x) and (y) are, either alone or together, considered to be, a “Controlling Shareholder” of Japfa Ltd., as such term is defined and interpreted under the Listing Manual of the SGX-ST; and (3) any Person both the Capital Stock and the Voting Stock of which are owned 80.0% or more by (or in the case of a trust, that created for the benefit of) one or more of the Persons specified in clauses (1) and (2). “Permitted Investment” means: (1) Investments by the Company or any Restricted Subsidiary in (a) any Subsidiary Guarantor that is primarily engaged in the Permitted Business or (b) a Person which will, upon the making of such Investment, become a Subsidiary Guarantor that is primarily engaged in the Permitted Business or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, the Company or a Subsidiary Guarantor that is primarily engaged in a Permitted Business; (2) cash and Temporary Cash Investments; (3) payroll, travel and other loans or advances to officers and employees, not in excess of US$500,000 outstanding at any time to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with Indonesian GAAP; (4) stock, obligations or securities received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments; (5) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary; (6) any Investment pursuant to a Hedging Obligation designed solely to protect the Company or any Restricted Subsidiary against fluctuations in commodity prices, interest rates or foreign currency exchange rates and otherwise permitted under the Indenture; (7) receivables or trade credits owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (8) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Sale under clause 4(b) or 4(c) of, and made in compliance with the covenant described under “– Certain Covenants – Limitation on Asset Sales”; (9) repurchases of the Notes; (10) pledges, deposits or advances (x) provided to third parties with respect to leases or utilities in the ordinary course of business, (y) provided to third parties with respect to purchases, construction, development, advisory, consultancy, installation, improvement or replacement of machinery, 159
equipment (including spare parts), land or other assets, including raw materials, used in the Permitted Business and dischargeable in accordance with customary trade terms within 120 days or (z) otherwise described in the definition of “Permitted Liens”; (11) deposits made in order to comply with statutory or regulatory obligations to maintain deposits for workers’ compensation claims and other purposes specified by statute or regulation from time to time in the ordinary course of business; (12) deposits made with tax authorities before the final taxation amount is decided and applied, provided that the deposit is recorded as assets of the Company’s balance sheet; (13) any guarantee by or contingent obligation of the Company or any Restricted Subsidiary of its proportionate economic interest in the Indebtedness of any Person engaged in a Permitted Business in an aggregate amount which, when taken together with the amount of all other guarantees Incurred pursuant to this paragraph (13) and then outstanding, will not exceed US$10.0 million (or the Dollar Equivalent thereof); and (14) Investments in Persons engaged in a Permitted Business in an aggregate amount which, when taken together with the amounts of all other Investments pursuant to this paragraph (14), will not exceed US$10.0 million (or the Dollar Equivalent thereof). “Permitted Liens” means: (1) Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as will be required in conformity with Indonesian GAAP will have been made; (2) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers or repairmen, or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as required in conformity with Indonesian GAAP will have been made; (3) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); (4) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company or its Restricted Subsidiaries, taken as a whole; (5) Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets of such Person; provided further that such Liens were not created in contemplation of or in connection with the transactions or series of transactions pursuant to which such Person became a Restricted Subsidiary; (6) Liens in favor of the Company or any Subsidiary Guarantor; (7) Liens arising from attachment or the rendering of a final judgment or order against the Company or any Restricted Subsidiary that does not give rise to an Event of Default; (8) Liens securing reimbursement obligations with respect to letters of credit, performance and surety bonds and completion guarantees that encumber documents and other property relating to such letters of credit and the products and proceeds thereof; (9) Liens existing on the Original Issue Date; 160
(10) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred under clause (b)(4) of the covenant described under the caption entitled “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; (11) easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the use of properties or minor survey exceptions or encumbrances in favor of governmental agencies or utility, telephone or similar companies that do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Company or any Restricted Subsidiary; (12) Liens on current assets securing Indebtedness which is permitted to be Incurred under clause (b)(10) of the covenant described under the caption entitled “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; (13) Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations permitted by clause (b)(5) of the covenant under the caption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; (14) any interest or title of a licensor, lessor or sublessor of any of its property, including intellectual property, subject to any licenses, leases or subleases in the ordinary course of business; (15) Liens on deposits made in order to comply with statutory obligations to maintain deposits for workers’ compensation claims and other purposes specified by statute made in the ordinary course of business and not securing Indebtedness of the Company or any Restricted Subsidiary; and (16) other Liens on assets securing Indebtedness in an aggregate amount which, when taken together with the amount of all other Indebtedness secured by Liens pursuant to this paragraph (16) and then outstanding will not exceed an amount equal to 10.0% of Total Assets (or the Dollar Equivalent thereof) as of the date of Incurrence of such Liens. “Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. “Preferred Stock” as applied to the Capital Stock of any Person means Capital Stock of any class or classes that by its term is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. “Qualified Inventories” means, as of the date of Incurrence of any Permitted Indebtedness described in clause (b)(10) of the covenant described under the caption entitled “– Certain Covenants – Limitation on Indebtedness and Preferred Stock” by the Company or a Restricted Subsidiary, the consolidated inventories (net of allowances for decline in value and net of any otherwise unusable or obsolete items) of the Company and its Restricted Subsidiaries measured in accordance with Indonesian GAAP as of the last day of the most recent fiscal quarter period for which consolidated financial statements of the Company (which the Company shall use its reasonable best efforts to compile on a timely manner) are available and have been provided to the Trustee. “Qualified Receivables” means, as of the date of Incurrence of any Permitted Indebtedness described in clause (b)(10) of the covenant described under the caption entitled “– Certain Covenants – Limitation on Indebtedness and Preferred Stock” by the Company or a Restricted Subsidiary, the consolidated trade accounts receivable from third parties and other account receivables (net of allowance for doubtful accounts) of the Company and its Restricted Subsidiaries, in each case not more than 90 days past the original due date, measured in accordance with Indonesian GAAP as of the last day of the most recent fiscal quarter period for which consolidated financial statements of the Company (which the Company shall use its reasonable best efforts to compile on a timely manner) are available and have been provided to the Trustee. 161
“Rating Agencies” means (i) S&P and (ii) Fitch and (iii) if S&P or Fitch or both will not make a rating of the Notes publicly available, one or more “nationally recognized statistical rating organizations”, as the case may be, within the meaning of Rule 15c3-I(c) (2) (iv) (F) under the Exchange Act, selected by the Company, which will be substituted for S&P or Fitch or both, as the case may be. “Rating Category” means (i) with respect to S&P and Fitch, any of the following categories: “BB,” “B,” “CCC,” “CC,” “C” and “D” (or equivalent successor categories); and (ii) the equivalent of any such category of S&P and Fitch used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (“+” and “-” for S&P and Fitch, or the equivalent gradations for another Rating Agency) will be taken into account (e.g., with respect to S&P and Fitch, a decline in a rating from “BB+” to “BB,” as well as from “BB-” to “B+,” will constitute a decrease of one gradation). “Rating Date” means in connection with actions contemplated under the caption “– Consolidation, Merger and Sale of Assets”, that date which is 90 days prior to the earlier of (x) the occurrence of any such actions as set forth therein and (y) a public notice of the occurrence of any such actions. “Rating Decline” means in connection with actions contemplated under the caption “– Consolidation, Merger and Sale of Assets”, the notification by any of the Rating Agencies that such proposed actions will result in any of the events listed below: (a) in the event the Notes are rated by both Fitch and S&P on the Rating Date as Investment Grade, the rating of the Notes by either Rating Agency will be below Investment Grade; (b) in the event the Notes are rated by either, but not both, of the Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes by such Rating Agency will be below Investment Grade; or (c) in the event the Notes are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the Notes by either Rating Agency will be decreased by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). “Reference Period” means, as of any Transaction Date, the period commencing on and including the first day of the Four Quarter Period with respect to such Transaction Date and ending on and including the Transaction Date. “Reference Treasury Dealer” means each of any three investment banks of recognized standing that is a primary U.S. Government securities dealer in The City of New York, selected and appointed by the Company in good faith and notified in writing to the Trustee and the Principal Paying Agent. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York City Time) on the third Business Day preceding such redemption date. “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. “S&P” means Standard & Poor’s Ratings Services and its affiliates. “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby the Company or any Restricted Subsidiary transfers such property to another Person and the Company or any Restricted Subsidiary leases it from such Person. “Securities Act” means the U.S. Securities Act of 1933, as amended. “Stated Maturity” means, (1) with respect to any Indebtedness, the date specified in such debt security as the fixed date on which the final instalment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (2) with respect to any scheduled instalment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such instalment is due and payable as set forth in the documentation governing such Indebtedness. 162
“Subordinated Indebtedness” means any Indebtedness of the Company or any Subsidiary Guarantor which is contractually subordinated or junior in right of payment to the Notes or any Subsidiary Guarantee, as applicable, pursuant to a written agreement to such effect. “Subsidiary” means, with respect to any Person, any corporation, association or other business entity (i) of which at least 50.0% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person or (ii) of which 50% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and which is “controlled” and consolidated by such Person in accordance with GAAP; provided, however, that with respect to clause (ii) the occurrence of any event (other than the issuance or sale of Capital Stock) as a result of which such corporation, association or other business entity ceases to be “controlled” by such Person under GAAP and to constitute a Subsidiary of such Person shall be deemed to be a designation of such corporation, association or other business entity as an Unrestricted Subsidiary by such Person and be subject to the requirements under the first paragraph of “– Designation of Restricted and Unrestricted Subsidiaries” covenant. “Subsidiary Guarantee” means any guarantee of the obligations of the Company under the Indenture and the Notes by any Subsidiary Guarantor. “Subsidiary Guarantor” means the initial Subsidiary Guarantors named herein and any future Restricted Subsidiary which guarantees the payment of the Notes pursuant to the Indenture and the Notes; provided that Subsidiary Guarantor will not include any Person whose Subsidiary Guarantee has been released in accordance with the Indenture and the Notes. “Temporary Cash Investment” means any of the following: (1) direct obligations of the United States of America, Japan, the United Kingdom, Singapore or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America, Japan, the United Kingdom, Singapore, Hong Kong or any agency thereof, in each case maturing within one year; (2) demand or time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof, Japan, the United Kingdom, Hong Kong or Singapore, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of US$500.0 million (or the Dollar Equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act); (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank or trust company meeting the qualifications described in clause (2) above; (4) commercial paper, maturing not more than 180 days after the date of acquisition thereof, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; (5) securities with maturities of six months or less from the date of acquisition thereof, issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by Japan or the United Kingdom, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s; (6) any money market fund that has at least 95.0% of its assets continuously invested in investments of the types described in clauses (1) through (5) above; (7) demand or time deposit accounts, certificates of deposit and money market deposits issued by any Indonesia branch of an International Bank, provided that such International Bank has capital, 163
surplus and undivided profits aggregating in excess of US$100.0 million (or the Dollar Equivalent thereof) and has outstanding long-term debt which is rated at least “A” by S&P, Moody’s or Fitch; and (8) time deposit accounts, certificates of deposit and money market deposits by any of the following Indonesian banks: PT Bank Mandiri (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Central Asia Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank CIMB-Niaga (Persero) Tbk, PT Pan Indonesia Bank Tbk, PT Bank Permata Tbk, PT Bank Danamon Indonesia Tbk, PT Bank DBS Indonesia, PT Bank Rabobank International Indonesia and PT Bank ICBC Indonesia. “Total Assets” means, as of the date of Incurrence of any Indebtedness by the Company or a Restricted Subsidiary, the total consolidated assets (excluding goodwill and other intangible asset) of the Company and its Restricted Subsidiaries measured in accordance with Indonesian GAAP as of the last day of the most recent fiscal quarter period for which consolidated financial statements of the Company (which the Company shall use its reasonable best efforts to compile on a timely manner) are available and have been provided to the Trustee; provided that Total Assets shall be calculated after giving pro forma effect to include the cumulative value of all of the real or personal property or equipment the acquisition, development, construction or improvement of which requires or required the Incurrence of Indebtedness and calculation of Total Assets thereunder, as measured by the purchase price or cost therefor or budgeted cost provided to the bank or other similar financial institutional lender providing such Indebtedness (but only to the extent that such cumulative value is not reflected in such total consolidated assets as of the last day of such fiscal quarter period). “Transaction Date” means, with (i) respect to the Incurrence of any Indebtedness, the date such Indebtedness is to be Incurred, and (ii) with respect to any Restricted Payment, the date such Restricted Payment is to be made. “Unrestricted Subsidiary” means (1) PT Japfafood Nusantara, (2) PT Bumiasri Lestari, (3) PT Iroha Sidat Indonesia, (4) PT Indojaya Agrinusa, (5) Japfa Santori Australia Pty Ltd, (6) PT Indonesia Pelleting, (7) any Subsidiary of the Company that at the time of determination will be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided in the Indenture; and (8) any Subsidiary of an Unrestricted Subsidiary. “U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Notes, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person. “Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investments by foreign nationals mandated by applicable law or a nominal number of shares owned by an Affiliate of such Person solely for purposes of qualifying as a second shareholder as required under Indonesian corporate law) by such Person or one or more Wholly Owned Subsidiaries of such Person.
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TAXATION The following summary is based on tax laws of Indonesia as in effect on the date of this Offering Circular, and is subject to changes in Indonesian law, including changes that could have retroactive effect. The following summary does not take into account or discuss the tax laws of any countries other than Indonesia. Prospective purchasers in all jurisdictions are advised to consult their own tax advisors as to Indonesian or other tax consequence of the acquisition, ownership and disposition of the Notes. INDONESIAN TAXATION The following is a summary with respect to taxes imposed by the Government of Indonesia. The summary does not address any laws other than the tax laws of Indonesia in force and as they are applied in practice as of the date of this Offering Circular. General Resident taxpayers, individual or corporate, are subject to income tax in Indonesia. Subject to the provisions of any applicable agreement for the avoidance of double taxation (a “tax treaty”), a “non-resident individual” is a foreign national who does not reside in Indonesia and is not physically present in Indonesia for more than 183 days during any 12 month period, during which period, such nonresident individual receives income in respect of the ownership or disposition of the Notes (unless an individual is deemed as a tax resident if he intends to reside in Indonesia, indicated by obtaining a working visa or limited stay permit card (KITAS) or having a contract of employment, business, or activities that are performed in Indonesia for more than 183 days) and a “non-resident entity” is a corporation or non-corporate body that is established under the laws of a jurisdiction other than Indonesia, is not domiciled in Indonesia and does not have a fixed place of business or permanent establishment in Indonesia during an Indonesian tax year in which such non-Indonesian entity receives income in respect of the ownership or disposition of the Notes. If the income is effectively connected with a permanent establishment of a non-resident corporation in Indonesia, the income is subject to corporate income tax up to a maximum rate of 25.0% and deemed distribution withholding tax of 20.0% of the after-tax profits, subject to applicable tax treaties. For individuals, the income is subject to progressive tax rates with a maximum rate of 30.0%. Withholding Tax Initial Issuance There are no stamp, documentary, registration, transfer or other issuance or transaction taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Initial Purchaser to the Republic of Indonesia or to any political subdivision or taxing authority thereof or therein in connection with the offer, sale, transfer and delivery of the Notes to the Initial Purchaser pursuant to the Purchase Agreement. Withholding tax on interest income Interest payments (or accruals) and any other payments (or accruals) in the nature of interest made by the Company or Indonesian Subsidiary Guarantors to any Noteholder that is an Indonesian tax resident or a permanent establishment in the Republic of Indonesia will be subject to final withholding tax at the rate of 15.0% pursuant to Government Regulation No. 16/2009 (except for payments to banks incorporated in Indonesia and Indonesian branches of foreign banks, and qualified pension funds). Interest payments (or accruals) and any other payments (or accruals) in the nature of interest made by the Company or any Indonesian Subsidiary Guarantor to the Noteholders that is neither an Indonesian tax resident, nor a permanent establishment will be subject to withholding tax at the rate of 20.0% pursuant to Government Regulation No. 16/2009. However, if the interest income recipient (Noteholder) is a tax resident of a country that has signed a tax treaty with the Republic of Indonesia, then the reduced tax treaty rate will apply if the company can fulfill the requirements set out below, including the requirement that the recipient be the beneficial owner of the income. Failure to comply with such requirements means that the 20.0% Indonesian withholding tax will apply. 165
Withholding tax on sale or disposition of Notes There are no stamp, documentary, registration, transfer or other issuance or transaction taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Initial Purchaser to the Republic of Indonesia or to any political subdivision or taxing authority thereof or therein in connection with the offer, sale, transfer or delivery of the Notes outside of the Republic of Indonesia by the Initial Purchaser to the subsequent purchasers of the Notes. If the subsequent purchasers are Indonesian tax residents and the Initial Purchaser (assuming it does not have a permanent establishment in Indonesia) enjoys any gains from such sale or transfer of the Notes, where the sale transaction is conducted through a securities company, dealer or banks in Indonesia (either as intermediary or buyer), the gain is deemed to be interest and subject to final withholding tax at the rate of 20.0%. If the Initial Purchaser is a tax resident of countries which have signed tax treaties with Indonesia, then provided the tax treaties contain their own definition of interest, the imposition of such final withholding tax may be eliminated. This is based on Government Regulation No. 16/2009, as lastly amended by Government Regulation No. 100/2013. Gains from the disposal of the Notes by an Indonesian tax resident are taxable in Indonesia and subject to income tax up to a maximum rate of 30.0% for individuals or 25.0% tax for companies and permanent establishments. There is an additional deemed distribution tax for permanent establishments of 20.0% of after-tax profits (subject to applicable tax treaties and fulfilling the requirements to claim Tax Treaty benefits). Anti-Avoidance Rule on the Tax Treaty and Certificate of Domicile (“CoD”) Requirements Indonesia has concluded tax treaties with a number of countries including Australia, Belgium, Canada, France, Germany, Japan, the Netherlands, Singapore, Sweden, Switzerland, the United Kingdom and the United States. The relevant Tax Treaty may affect the definition of non-resident taxpayers and the level of withholding tax applied to payments on the Notes. Where a Tax Treaty exists and the eligibility requirements of that treaty are satisfied, a reduced rate of withholding tax may be applicable in the case of interest (or payments in the nature of interest, such as premium or discount). This is also subject to there being no misuse of the Tax Treaties, the non-resident taxpayers meeting the administrative requirements under the Indonesian tax regulations and the non-resident taxpayers being the beneficial owners of the income received from Indonesia. Some Tax Treaties also provide an exemption from Indonesian tax on any capital gains for non-resident taxpayers arising from alienation of certain properties in Indonesia. On November 5, 2009, the Directorate General of Tax (“DGT”) issued two regulations which are designed to prevent Tax Treaty abuse, i.e. PER-61/PJ./2009 (“DGT-61”) regarding the administrative procedures to apply a Tax Treaty, including the templates for Form-DGT 1 and Form DGT-2 (as amended on 15 December 2009) and PER-62/PJ./2009 (“DGT-62”) regarding the avoidance of Tax Treaty misuse. Further, on April 30, 2010, those tax regulations were amended by DGT Regulation No. PER-24/PJ/2010 and No. PER-25/PJ/2010, respectively. These new regulations set out stringent anti-tax treaty misuse tests (listed below) and administrative requirements to be satisfied. Failure to comply with the conditions means that the Indonesian withholding tax of 20.0% will apply. Under DGT-61 and DGT-62, in order for non-resident taxpayers or recipients of the payment from Indonesia to be eligible for Tax Treaty benefit, they must: (a) not be Indonesian tax resident; (b) fulfill the administrative requirements; and (c) not commit any Tax Treaty misuse. Under DGT-61, the administrative requirements to be fulfilled by the non-resident taxpayer in order to apply the Tax Treaty benefit are in the new CoD form, which must be: (a) in the form prescribed by the DGT (i.e. Form DGT-1 or Form DGT-2, where applicable); (b) filled in completely by the non-resident; 166
(c) signed by the non-resident taxpayers; (d) certified by the competent tax authority of the treaty country of the non-resident taxpayers; and (e) submitted before the lodging of the relevant monthly tax return for the tax period of the tax payable. The CoD is to confirm that the foreign income recipient (including the Company, if applicable) is a tax resident of the foreign country. The page one and two of Form DGT-1 must still be completed in other respects. The second page does not require any sign-off by a competent tax authority. The second page of Form DGT-1 requires the foreign income recipient (including the Company, if applicable) to confirm that it satisfies the relevant test(s), as well as to provide details on the amounts and types of income. The sign-off of foreign residency by the foreign tax authority can be substituted with a standard CoD issued by the foreign tax authority, subject to it meeting certain conditions (such as the U.S. Internal Revenue Service (“IRS”) Form 6166 in the case of the United States). The original and valid Form DGT-1 shall be obtained before the tax withholding is due and shall be made available to the tax withholder before the monthly withholding tax return filing deadline, i.e. the 20th day of the following month, to be submitted along with the monthly withholding tax returns. If there is any late filing or the signature of the competent authority in the respective jurisdiction is received after the date when withholding tax is due, the withholding tax of 20.0% is due. The first page of Form DGT-1 is valid for 12 months since the date of validation and must be renewed thereafter. However, the second page of Form DGT-1 shall be produced by the foreign income recipient (including the Company, if applicable) in respect of each payment of income. Further, DGT-62 stipulates that misuse of a Tax Treaty may occur in the case that: (a) a transaction that has no economic substance is performed using a structure or scheme that is arranged solely to enjoy the benefit of the Tax Treaty; (b) a transaction has a structure or scheme whose legal form differs from its economic substance solely with the intention to enjoy the benefit of the Tax Treaty; and (c) the recipient of the income is not the actual owner of the economic benefit of the income (the beneficial owner). The beneficial owner criteria shall be applied only to income for which the article in the relevant Tax Treaty contains the beneficial owner requirement. Usually this is relevant for interest income. DGT-62 defines the “beneficial owner” of the income as a non-resident income recipient that is not acting as an agent, a nominee, or a conduit company. “Agent” is defined as a person or an entity that acts as an intermediary and conducts action for or on behalf of another party. A “nominee” is defined as a person or an entity that legally owns an asset or income (i.e. a legal owner) for the interests of or based on instruction or mandate from a separate party who is the actual owner of the asset or the party who actually enjoys the benefit of the income. A “conduit company” is defined as a company which enjoys the Tax Treaty benefits in relation to income sourced from another country, while the economic benefits of said income is owned by persons in another country who would not be able to enjoy Tax Treaty benefits if such income were directly received by them. However, in practice the Tax Office does not apply a look through to the ultimate owner of the economic benefit of the income and therefore immediately denies the application of any Tax Treaty provision if the Indonesian sourced income is paid to a conduit company. DGT-62 further states that the following non-resident taxpayers, residing in a treaty partner country, shall not be deemed to commit Tax Treaty misuse. (a) an individual who is not acting as an agent or a nominee; (b) an institution whose name is clearly stated in the Tax Treaty or one that has been jointly agreed by the competent authorities in Indonesia and the treaty partner country; 167
(c) a non-resident taxpayer that receives or earns income through a custodian in relation to income from transactions on the transfer of shares or bonds that are traded or reported in a capital market in Indonesia, other than interest and dividend for which that the non-resident taxpayer is not acting as an agent or as a nominee; (d) a company whose shares are listed on a stock exchange and are regularly traded; (e) a pension fund that is established under the laws of the Tax Treaty partner country and is a tax subject of the Tax Treaty partner country; (f)
a bank; or
(g) a company that satisfies the following conditions: (i)
the establishment of the company in the Tax Treaty partner country or the arrangement of the transaction structure/scheme is not aimed solely at utilizing Tax Treaty benefits;
(ii) the company has its own management to conduct the business, and the management has independent discretion; (iii) the company employs sufficient qualified employees; (iv) the company engages in active business or trade activities; (v) the income derived from Indonesia is subject to tax in the country of the recipient; and (vi) the company does not use more than 50.0% of its total income (non-consolidated) to fulfill obligations to other parties in the form of interest, royalty, or other fees (excluding reasonable remuneration to employees, other expenses normally incurred by the company in running the business, or dividends distributed to shareholders). When a company receives income for which the provision in the relevant Tax Treaty does not stipulate a beneficial owner requirement, the company will not be deemed to commit misuse of the Tax Treaty if the establishment of the company or the arrangement of the transaction structure/scheme is not aimed solely at utilizing the relevant Tax Treaty benefits. In addition, in the event that it is found that the legal form of a structure of a particular transaction is different from its economic substance, the Indonesian Tax Authority will apply the “substance over form” principle in imposing taxes in accordance with the economic substance of the transaction. Taxation on Capital Gains Subject to any applicable Tax Treaty, income derived by non-resident individuals and companies without a permanent establishment in Indonesia from disposal of Indonesian assets is subject to Indonesian income tax. Gains from disposal of the Notes by an Indonesian tax resident is taxable in Indonesia and subject to income tax up to a maximum rate of 30.0% for individuals, 25.0% corporate tax for companies and permanent establishments, and an additional deemed distribution tax for permanent establishments of 20.0% of after-tax profits, subject to any applicable Tax Treaty and fulfilling the requirements to claim tax treaty benefits. Stamp Duty In Indonesia, nominal stamp duty applies on a per document basis, and is not related to the value of the transaction. Stamp duty applies on certain documents made, executed or brought into Indonesia or intended to be used as evidence for civil proceedings. Documents subject to stamp duty include notarial deeds, documents evidencing or recording the receipt of money, and securities instruments. The nominal amount of the Indonesian stamp duty for any kind of securities transaction having a value greater than Rp1,000,000 is Rp6,000. Generally, the stamp duty is due at the time the document is executed. Stamp duty is payable by the party who benefits from the executed document unless the parties decide otherwise. 168
Other Indonesian Taxes There are no Indonesian estate, inheritance, succession or gift taxes generally applicable to the acquisition, ownership or disposition of the Notes. There are no Indonesian stamp, issue, registration or similar taxes or duties payable by Noteholders as a result of their holding of the Notes. The above summary is not intended to constitute a complete analysis of all tax consequences relating to the ownership of the Notes. Prospective purchasers of the Notes should consult their own tax advisors concerning the tax consequences of their particular situations.
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GLOBAL CLEARANCE AND SETTLEMENT The Notes will be represented by one or more global notes in registered form without interest coupons attached (the “Global Note”). On the original issue date of the Notes, the Global Note will be deposited with a common depositary and registered in the name of the common depositary or its nominee for the accounts of Euroclear and Clearstream. Ownership of beneficial interests in the Global Note (the “book-entry interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that may hold interests through such participants. Book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants. Except as set forth below under “– Individual Definitive Notes,” the book-entry interests will not be held in definitive form. Instead, Euroclear and/or Clearstream will credit on their respective book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests. So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or its nominee) will be considered the sole holder of the Global Note for all purposes under the Indenture and “holders” of book-entry interests will not be considered the owners or “Noteholders” of Notes for any purpose. As such, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely on the procedures of the participants through which they own book-entry interests in order to transfer their interests in the Notes or to exercise any rights of Noteholders under the Indenture. None of the Company, the Guarantors, the Trustee, the Agents or any of their respective agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests. The Notes are not issuable in bearer form. The Notes will be subject to certain transfer restrictions and restrictive legends as described under “Transfer Restrictions”. Global Clearance and Settlement Under the Book-Entry System Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable. Book-entry interests will be credited to the securities custody accounts of Euroclear and Clearstream Noteholders on the business day following the settlement date against payment for value on the settlement date. The book-entry interests will trade through participants of Euroclear or Clearstream, and will settle in same-day funds. Since the purchaser determines the place of delivery, it is important to establish at the time of trading of any book-entry interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date. Information Concerning Euroclear and Clearstream The Company understands as follows with respect to Euroclear and Clearstream: Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic bookentry changes in accounts of such participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions, such as underwriters, securities brokers and dealers, banks and trust companies, and certain other organizations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly. 170
Although the foregoing sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interests in the Notes among participants of Euroclear and Clearstream, neither Euroclear nor Clearstream is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Guarantors, the Trustee or any of their respective agents will have responsibility for the performance by Euroclear or Clearstream or their respective participants of their respective obligations under the rules and procedures governing their operations, including, without limitation, rules and procedures relating to book-entry interests. Individual Definitive Notes If (1) the common depositary or any successor to the common depositary is at any time unwilling or unable to continue as a depositary for the reasons described in the Indenture and a successor depositary is not appointed by the Company within 90 days, (2) either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently cease business or does in fact do so, or (3) any of the Notes has become immediately due and payable in accordance with “Description of the Notes – Events of Default” and the Company has received a written request from a Noteholder, the Company will issue individual definitive notes in registered form in exchange for the Global Note. Upon receipt of such notice from the common depositary or the Trustee, as the case may be, the Company will use its best efforts to make arrangements with the common depositary for the exchange of interests in the Global Note for individual definitive notes and cause the requested individual definitive notes to be executed and delivered to the registrar in sufficient quantities and authenticated by or on behalf of the registrar for delivery to Noteholders. Persons exchanging interests in a Global Note for individual definitive notes will be required to provide the registrar, through the relevant clearing system, with written instruction and other information required by the Company and the registrar to complete, execute and deliver such individual definitive notes. In all cases, individual definitive notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the relevant clearing system. Individual definitive notes will not be eligible for clearing and settlement through Euroclear or Clearstream.
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PLAN OF DISTRIBUTION Under the terms and subject to the conditions contained in a purchase agreement dated March 23, 2017 (the “Purchase Agreement”) between us and the Initial Purchaser, the Initial Purchaser has agreed to purchase from us, and we have agreed to sell to the Initial Purchaser, US$150,000,000 aggregate principal amount of the Notes. The Purchase Agreement provides that the obligation of the Initial Purchaser to purchase for the Notes is subject to the approval of certain legal matters by its counsel and certain other conditions. The Initial Purchaser has agreed to purchase all of the Notes if any are taken. After the initial offering, the offering price and other selling terms may be varied from time to time by the Initial Purchaser. We and the Subsidiary Guarantors have agreed not to, for a period of 90 days after the date of this Offering Circular, without the prior written consent of the Initial Purchaser, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities (as defined in the Securities Act) of the Company or the Subsidiary Guarantors or securities of the Company or the Subsidiary Guarantors that are convertible into, or exchangeable for, the offered Securities or such other debt securities. We have agreed to indemnify the Initial Purchaser against certain liabilities, including liabilities under the Securities Act, and to contribute to payments which the Initial Purchaser may be required to make in respect thereof. The Notes are a new issue of securities with no established trading market. We have received approval in-principle for the listing and quotation of the Notes on the SGX ST. We have been advised that the Initial Purchaser intends to make a market in the Notes, as permitted by applicable laws and regulations. The Initial Purchaser is not obligated, however, to make a market in the Notes, and any such market making may be discontinued at any time without prior notice at the sole discretion of the Initial Purchaser. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes. We have been advised by the Initial Purchaser that, in connection with the offering of the Notes, the Initial Purchaser may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes. Specifically, the Initial Purchaser may overallot the offering, creating a syndicate short position. In addition, the Initial Purchaser may bid for, and purchase, the Notes in the open market to cover syndicate shorts or to stabilize the price of the Notes. Any of these activities may stabilize or maintain the market price of the Notes above independent market levels. The Initial Purchaser is not required to engage in these activities, and may end any of these activities at any time. No assurance can be given as to the liquidity of, or the trading market for, the Notes. The Initial Purchaser or certain of its affiliates may purchase the Notes and be allocated Notes for asset management and/or proprietary purposes but not with a view to distribution. We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this Offering Circular, which will be on or about the sixth business day following the pricing date of the Notes (this settlement cycle being referred to as “T+6”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+6, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing date or the next two succeeding business days should consult their own legal advisor. Selling restrictions United States The Notes have not been and will not be registered under the Securities Act and may not be offered, sold or delivered except outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The Initial Purchaser has represented and agreed that, except as permitted by the Purchase Agreement, it has not offered, sold or delivered and will not offer, sell or deliver any Notes as part of its distribution in the United States. 172
Member States of the European Economic Area In relation to each Member State of the EEA which has implemented the Prospectus Directive (a “Relevant Member State”), the Initial Purchaser has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, it has not made and will not make an offer of bonds which are the subject of the offering contemplated in this document to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by the issuer for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Company or the Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Indonesia The Initial Purchaser has represented and agreed that it (i) has not offered or sold and will not offer or sell any Notes in Indonesia or to Indonesian nationals, corporations or residents, including by way of invitation, offering or advertisement, and (ii) has not distributed, and will not distribute, this Offering Circular or any other offering materials relating to the Notes in Indonesia or to Indonesian nationals, corporations or residents in a manner which constitutes a public offering of the Notes under the Indonesian capital market laws and its implementing regulations. United Kingdom The Initial Purchaser has represented and agreed that (1) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company. Singapore The Initial Purchaser has acknowledged that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, the Initial Purchaser has represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as 173
defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Hong Kong The Initial Purchaser has represented and agreed that (1) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (the “C(WUMP)O”) of Hong Kong or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and (2) it has not issued or had in its possession for the purposes of issue and will not issue or have in its possession for the purposes of issue any advertisement, invitation or document relating to the Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) and any rules made thereunder. Switzerland The Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this Offering Circular nor any other offering or marketing material relating to the Company or the Notes constitutes an offering prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations, and neither this Offering Circular nor any other offering or marketing material relating to the Company or the Notes may be publicly distributed or otherwise made publicly available in Switzerland. The Notes will be offered in Switzerland and this Offering Circular and any other offering or marketing material relating to the Notes will be distributed or otherwise made available in Switzerland on a private placement basis only. No application has been or 174
will be made to list the Notes on the SIX Swiss Exchange Ltd., and, consequently, neither this Offering Circular nor any other offering or marketing material relating to the Company or the Notes constitutes a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd. Investors are advised to contact their legal, financial or tax advisers to obtain an independent assessment of the financial and tax consequences of an investment in the Notes. Other relationships The Initial Purchaser and its affiliates have in the past engaged, and may in the future engage, in transactions with us and our affiliates, and have performed, and may in the future perform, services, including lending, cash management, financial advisory and investment banking services, for us and our affiliates, in their ordinary course of business. We may enter into hedging or other derivative transactions as part of our risk management strategy with the Initial Purchaser, which may include transactions relating to our obligations under the Notes. Our obligations under these transactions may be secured by cash or other collateral.
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TRANSFER RESTRICTIONS The Notes and the Note Guarantees have not and will not be registered under the Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United States in compliance with Regulation S under the Securities Act. By its purchase of the Notes, each purchaser of the Notes will be deemed to: (1) represent that it is purchasing the Notes for its own account or an account with respect to which it exercises sole investment discretion and is purchasing the Notes in an offshore transaction in accordance with Regulation S; (2) acknowledge that the Notes and the Note Guarantees have not been and will not be registered under the Securities Act and may not be offered or sold within the United States; (3) agree that it will inform each person to whom it transfers Notes of any restriction on transfer of such notes; and (4) acknowledge that the Company, the Initial Purchaser, the Transfer Agent and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements, and agree that if any of the acknowledgements, representations or agreements deemed to have been made by its purchase of the Notes are no longer accurate, it shall promptly notify the Company and the Initial Purchaser. If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.
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RATINGS The Notes have been rated “BB–” by Fitch and “BB– (preliminary)” by S&P and the Company has been rated “BB– (stable)” by Fitch and “B+” by S&P. The credit ratings accorded the Notes or the Company are not a recommendation to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There can be no assurance that the ratings will remain in effect for any given period or that the ratings will not be revised by the rating agencies in the future if, in their judgment, circumstances so warrant. See “Risk Factors – Risks Relating to the Notes and the Note Guarantees – The ratings assigned to the Notes and the Company may be suspended, lowered or withdrawn at any time which may adversely affect the market price of the Notes”.
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LEGAL MATTERS Certain legal matters with respect to the Notes will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP as to matters of United States federal and New York law. Certain legal matters will be passed upon for the Initial Purchaser by Clifford Chance Pte. Ltd. as to matters of United States federal and New York law and Assegaf Hamzah & Partners as to matters of Indonesian law. Certain Indonesian taxation matters with respect to the Notes will be passed upon by PT KPMG Advisory Indonesia.
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INDEPENDENT AUDITORS Our consolidated financial statements as at December 31, 2014, 2015 and 2016 included in this Offering Circular have been audited by Mirawati Sensi Idris, formerly Mulyamin Sensi Suryanto & Lianny (the Indonesian member firm of Moore Stephens International Limited), independent auditors, as stated in their report appearing herein. The above-mentioned audited consolidated financial statements have been included in this Offering Circular with the consent of Mirawati Sensi Idris, formerly Mulyamin Sensi Suryanto & Lianny (the Indonesian member firm of Moore Stephens International Limited), independent auditors.
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SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN INDONESIAN FAS AND IFRS Our financial statements included in this Offering Circular have been prepared in conformity with Indonesian FAS, which differs in certain significant respects from IFRS. This summary should not be taken as an exhaustive list of all the differences between Indonesian FAS and IFRS. No attempt has been made to identify all disclosures, presentation or classification differences that would affect the manner in which transactions or events are presented in our financial statements (or notes thereto). Those differences that may have a material adverse effect on our financial statements are summarized below. Management has not quantified the effects of the differences discussed below. Accordingly, neither of us can assure you that our financial statements would not be materially different if prepared in accordance with IFRS. Regulatory bodies that promulgate Indonesian FAS and IFRS have significant ongoing projects that could affect the differences between Indonesian FAS and IFRS described below and the impact that these differences would have on our financial statements in the future. In making an investment decision, investors must rely upon their own examination of us, the terms of the offering and the financial information. Potential investors should consult their own professional advisors for an understanding of the differences between Indonesian FAS and IFRS, and how those differences might affect the financial information disclosed in this Offering Circular. Consolidation Preparation of consolidated and separate financial statements (parent company) Under Indonesian FAS, all parent entities are required to present the consolidated financial statements without exemptions. A parent entity is not allowed to present its own separate financial statements as standalone general purpose financial statements but such may be presented as supplementary information to the consolidated financial statements. Under IFRS, a parent entity is required to present consolidated financial statements in which it consolidates its investments in subsidiaries. However, a parent entity need not present consolidated financial statements if and only if: (a) the parent is itself a wholly-owned subsidiary, or is a partiallyowned subsidiary of another entity and its other owners, including those not otherwise entitled to vote, have been informed about, and do not object to, the parent not presenting consolidated financial statements; (b) the parent’s debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets); (c) the parent did not file, nor is it in the process of filing, its financial statements with a securities commission or other regulatory organization for the purpose of issuing any class of instruments in a public market; and (d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with IFRS. A parent entity that elects the above exemption to present consolidated financial statements presents only separate financial statements. Transactions of entities under common control Business combination Under Indonesian FAS, business combination of entities under common control is recognized at carrying value based on the pooling of interest method. Any difference between the amount of consideration transferred and the carrying value of each business combination of entities under common control is recognized as additional paid-in capital as part of equity. Under IFRS (IFRS 3), the acquisition method is used for all business combinations but does not apply to a business combination of entities under common control. There is no equivalent standard in IFRS for business combination of entities under common control. Disposal of subsidiary Under Indonesian FAS, the transferor derecognizes the disposed subsidiary based on carrying value and any difference between the consideration received and the carrying value of the entity transferred is recognized in additional paid-in capital as part of equity. 180
There is no equivalent standard in IFRS. Property, plant and equipment – Land use rights In Indonesia, land use is regulated through the granting of land rights where the holder of the rights enjoys the full use of the land for a stated period of time subject to extension. Under Indonesian FAS, land rights are not amortized unless there is an indication that the renewal or extension of the rights is not probable or cannot be obtained. Costs to obtain those rights for the first time are capitalized as land under property and equipment but subsequent costs to extend or renew the rights are recognized as intangible assets and amortized over the shorter of the economic life of the land or term of the right. Under IFRS, lease of land is accounted for as either an operating lease or a finance lease based on who holds risks and rewards incidental to ownership of the land. A lease of land is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. Otherwise, it is an operating lease. Agriculture Under Indonesian FAS, there is no accounting standard for agriculture (including biological assets). In practice, accounting for agriculture is based on the cost model (i.e., subject to (i) depreciation based on estimated productive lives and (ii) the impairment provision). Under IFRS, biological assets are measured at fair value less costs to sell unless measurement of fair value is not reliable, in which case they are measured at cost. Any gains or losses from changes in fair value less costs to sell are recognized as profit or loss. Agricultural produce harvested from biological assets is measured at fair value less costs to sell at the point of harvest. Thereafter, the standard for inventory applies.
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GENERAL INFORMATION (1) We are registered with the Company Registrar in Indonesia. Our registration number is 09.03.1.10.77812. According to Article 3 of our Articles of Association, the scope of our business is (i) to engage in farming, poultry and fishery business, (ii) to engage in industrial business; (iii) to engage in general trading. (2) Copies of our Articles of Association and copies of the Indenture will be available for inspection by any Noteholder during usual business hours on any weekday (except Saturdays and public holidays) at our registered office. (3) The Notes have been accepted for clearance through the facilities of Euroclear and Clearstream. Certain trading information with respect to the Notes is set forth below: ISIN
Common Code
XS1588422201
158842220
Only Notes evidenced by a Global Note have been accepted for clearance through Euroclear and Clearstream. (4) Mirawati Sensi Idris, formerly Mulyamin Sensi Suryanto & Lianny (the Indonesian member firm of Moore Stephens International Limited), independent auditors, have given and not withdrawn their written consent to the inclusion of their reports with respect to our audited consolidated financial statements as of and for the years ended December 31, 2014, 2015 and 2016 in this Offering Circular. Our financial statements consolidate the financial results of our subsidiaries if and when required under Indonesian FAS. (5) Submission by us to the jurisdiction of the courts of the State of New York, and the appointment of an agent for service of process, are valid and binding under Indonesian law. The choice of New York law as the governing law is a valid choice of law under the laws of the Republic of Indonesia and should be honored by the courts of the Republic of Indonesia, subject to proof thereof and considerations of public policy. A judgment of a foreign (non-Indonesian) court will not be enforceable in the courts of Indonesia, although such a judgment could be admissible as evidence in a proceeding on the underlying claim in an Indonesian court and would be given such evidentiary weight as the court may deem appropriate. (6) So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Company shall appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Certificate is exchanged for Definitive Certificates. In addition, an announcement of such exchange shall be made by or on behalf of the Company through the SGX-ST and such announcement will include all material information with respect to the delivery of the Definitive Notes, including details of the paying agent in Singapore.
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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements as of and for the years ended December 31, 2014, 2015 and 2016. Report of Mirawati Sensi Idris for the years ended December 31, 2016 and 2015 . . . . . . . .
F-4
Consolidated Statements of Financial Position for the years ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Consolidated Statements of Profit and Loss and Other Comprehensive Income for the years ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-9
Consolidated Statements of Changes in Equity for the years ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-10
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-11
Notes to the Consolidated Financial Statements for the years ended December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-12
Report of Mirawati Sensi Idris for the years ended December 31, 2015 and 2014 . . . . . . . .
F-118
Consolidated Statements of Financial Position for the years ended December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-121
Consolidated Statements of Profit and Loss and Other Comprehensive Income for the years ended December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-123
Consolidated Statements of Changes in Equity for the years ended December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-124
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-125
Notes to the Consolidated Financial Statements for the years ended December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-126
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F-79
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK/AND ITS SUBSIDIARIES DAFTAR ISI/TABLE OF CONTENTS
Halaman/ Page Laporan Auditor Independen/Independent Auditors’ Report Surat Pernyataan Direksi tentang Tanggung Jawab atas Laporan Keuangan Konsolidasian PT Japfa Comfeed Indonesia Tbk dan Entitas Anak pada Tanggal 31 Desember 2015 dan 2014 dan 1 Januari 2014/31 Desember 2013 serta untuk Tahun-tahun yang Berakhir 31 Desember 2015 dan 2014/ The Director’s Statement on the Responsibility for the Consolidated Financial Statements of PT Japfa Comfeed Indonesia Tbk and Its Subsidiaries as of December 31, 2015 and 2014 and January 1, 2014/December 31, 2013 and for the Years Ended December 31, 2015 and 2014 LAPORAN KEUANGAN KONSOLIDASIAN - Pada tanggal 31 Desember 2015 dan 2014 dan 1 Januari 2014/31 Desember 2013 serta untuk tahun-tahun yang berakhir 31 Desember 2015 dan 2014/ CONSOLIDATED FINANCIAL STATEMENTS - As of December 31, 2015 and 2014 and January 1, 2014/December 31, 2013 and for the Years Ended December 31, 2015 and 2014 Laporan Posisi Keuangan Konsolidasian/Consolidated Statements of Financial Position
1
Laporan Laba Rugi dan Penghasilan Komprehensif Lain Konsolidasian/Consolidated Statements of Profit or Loss and Other Comprehensive Income
3
Laporan Perubahan Ekuitas Konsolidasian/Consolidated Statements of Changes in Equity
4
Laporan Arus Kas Konsolidasian/Consolidated Statements of Cash Flows
5
Catatan atas Laporan Keuangan Konsolidasian/Notes to Consolidated Financial Statements
6
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Laporan Posisi Keuangan Konsolidasian 31 Desember 2015 dan 2014 dan 1 Januari 2014/31 Desember 2013 (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
Catatan/ Notes
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Consolidated Statements of Financial Position December 31, 2015 and 2014 and January 1, 2014/December 31, 2013 (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Disajikan kembali/As Restated (Catatan/Note 39 ) 1 Januari 2014/ 31 Desember/ 31 Desember 2013/ December 31 January 1, 2014/ 2015 2014 December 31, 2013
ASET ASET LANCAR Kas dan setara kas Investasi jangka pendek Piutang usaha - setelah dikurangi cadangan kerugian penurunan nilai sebesar Rp 27.826, Rp 2.307 dan Rp 1.683 pada tanggal 31 Desember 2015 dan 2014 dan 1 Januari 2014/31 Desember 2013 Pihak berelasi Pihak ketiga Piutang lain-lain Persediaan Ayam pembibit turunan Uang muka Pajak dibayar dimuka Biaya dibayar dimuka
ASSETS
901.207 11.283
768.461 11.283
1.745.963 14.283
47.653 1.152.022 54.210 5.854.975 632.288 421.997 481.810 46.709
47.845 1.194.797 70.137 5.133.782 702.672 303.904 436.330 40.107
106.411 1.090.945 52.457 4.727.474 537.326 446.372 240.349 43.090
CURRENT ASSETS Cash and cash equivalents Short-term investments Trade accounts receivable - net of allowance for impairment of Rp 27,826, Rp 2,307 and Rp 1,683 as of December 31, 2015 and 2014 and January 1, 2014/December 31, 2013, respectively Related parties Third parties Other accounts receivable Inventories Breeding chickens Advanced payments Prepaid taxes Prepaid expenses
9.604.154
8.709.318
9.004.670
Total Current Assets
1.489 129.183 219 70.136 2.397 303.953
1.321 112.739
8
2.062 116.193 219 70.136 2.433 279.908
10
19.813
52.602
45.568
11 11
6.808.971 142.447 26.847 86.283
6.361.632 21.130 25.802 81.098
5.272.131 8.329 23.813 59.031
NONCURRENT ASSETS Restricted cash in banks Deferred tax assets Investment in shares of stock Goodwill Plantations - net of accumulated amortization Breeding cattles Investment properties - net of accumulated depreciation and impairment in value of Rp 16,772, Rp 43,112 and Rp 37,586 as of December 31, 2015 and 2014 and January 1, 2014/ December 31, 2013, respectively Property, plant and equipment - net of accumulated depreciation of Rp 3,387,999, Rp 2,842,835 and Rp 2,403,858 as of December 31, 2015 and 2014 and January 1, 2014/December 31, 2013, respectively Unused assets - net Land for development Other noncurrent assets Total Noncurrent Assets
4 5
6
7 8 9
Jumlah Aset Lancar ASET TIDAK LANCAR Rekening bank yang dibatasi penggunaannya Aset pajak tangguhan Investasi saham Goodwill Tanaman - setelah dikurangi akumulasi amortisasi Sapi pembibit turunan Properti investasi - setelah dikurangi akumulasi penyusutan dan penurunan nilai sebesar Rp 16.772, Rp 43.112 dan Rp 37.586 masing-masing pada tanggal 31 Desember 2015 dan 2014 dan 1 Januari 2014/ 31 Desember 2013 Aset tetap - setelah dikurangi akumulasi penyusutan sebesar Rp 3.387.999, Rp 2.842.835 dan Rp 2.403.858 pada tanggal 31 Desember 2015 dan 2014 dan 1 Januari 2014/31 Desember 2013 Aset tetap yang tidak digunakan - bersih Tanah yang belum dikembangkan Aset lain-lain
30 20
Jumlah Aset Tidak Lancar JUMLAH ASET
70.013 2.330 335.751
7.555.312
7.049.641
5.931.026
17.159.466
15.758.959
14.935.696
Lihat catatan atas laporan keuangan konsolidasian yang merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian.
TOTAL ASSETS
See accompanying notes to consolidated financial statements which are an integral part of the consolidated financial statements.
-1-
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Laporan Posisi Keuangan Konsolidasian 31 Desember 2015 dan 2014 dan 1 Januari 2014/31 Desember 2013 (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
Catatan/ Notes
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Consolidated Statements of Financial Position December 31, 2015 and 2014 and January 1, 2014/December 31, 2013 (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Disajikan kembali/As Restated (Catatan/Note 39) 1 Januari 2014/ 31 Desember/ 31 Desember 2013/ December 31 January 1, 2014/ 2015 2014 December 31, 2013
LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
LIABILITAS
LIABILITIES
LIABILITAS JANGKA PENDEK Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Utang lain-lain - pihak ketiga Utang pajak Beban akrual Liabilitas keuangan derivatif Uang muka yang diterima Bagian liabilitas jangka panjang yang akan jatuh tempo dalam waktu satu tahun: Pinjaman jangka panjang Utang pembelian aset tetap Liabilitas sewa pembiayaan
12 13
1.863.156
2.212.890
2.558.985
1.880.657 865.182 166.502 137.484 190.831 45.092
1.446.980 557.293 181.143 41.717 147.736 1.194 45.687
571.213 423.503 147.278 61.958 150.402
17
201.122
278.338
397.092
18
221 2.423
463 3.007
2.975 3.731
5.352.670
4.916.448
4.361.546
30 29
10.428 925.606
10.441 906.964
13.204 735.451
17
510.246
518.779
497.113
18 19
3.181 1.148 4.246.495
678 3.049 4.223.055
199 5.068 4.147.568
14 15 16
Jumlah Liabilitas Jangka Pendek LIABILITAS JANGKA PANJANG Liabilitas pajak tangguhan Liabilitas imbalan kerja jangka panjang Liabilitas jangka panjang - setelah dikurangi bagian yang akan jatuh tempo dalam waktu satu tahun: Pinjaman jangka panjang Utang pembelian aset tetap Liabilitas sewa pembiayaan Utang obligasi Jumlah Liabilitas Jangka Panjang Jumlah Liabilitas EKUITAS Ekuitas yang dapat diatribusikan kepada pemilik entitas induk Modal saham Modal dasar - 10.000.000.000 saham Seri A dengan nilai nominal Rp 200 (dalam Rupiah penuh) per saham dan 25.000.000.000 saham Seri B dengan nilai nominal Rp 40 (dalam Rupiah penuh) per saham Modal ditempatkan dan disetor - Seri A dengan nilai nominal Rp 200 (dalam Rupiah penuh) per saham sebanyak 7.748.932.910 saham dan Seri B dengan nilai nominal Rp 40 (dalam Rupiah penuh) per saham sebanyak 2.911.590.000 saham. Tambahan modal disetor - bersih Saham treasuri - 20.324.740 saham Saldo laba Ditentukan penggunaannya Belum ditentukan penggunaannya Selisih nilai transaksi dengan kepentingan nonpengendali Selisih revaluasi aset tetap - bersih Selisih kurs karena penjabaran laporan keuangan
44.409
Current portion of long-term liabilities: Long-term loans Liability for the purchase of property, plant and equipment Lease liabilities Total Current Liabilities NONCURRENT LIABILITIES Deferred tax liabilities Long-term employee benefits liability
Long-term liabilities - net of current portion: Long-term loans Liability for the purchase of property, plant and equipment Lease liabilities Bonds payable
5.697.104
5.662.966
5.398.603
Total Noncurrent Liabilities
11.049.774
10.579.414
9.760.149
Total Liabilities EQUITY Equity attributable to owners of the Company Capital stock
23 24 23
11
Jumlah Ekuitas yang Dapat Diatribusikan kepada Pemilik Entitas Induk Kepentingan non-pengendali
-
CURRENT LIABILITIES Short-term bank loans Trade accounts payable Related parties Third parties Other accounts payable - third parties Taxes payable Accrued expenses Derivative liabilities Advances
22
Jumlah Ekuitas JUMLAH LIABILITAS DAN EKUITAS
1.666.250 895.615 (17.717)
1.666.250 895.615 (17.717)
1.666.250 895.615 (17.717)
175.000 2.622.573
165.000 2.134.235
150.000 1.963.868
(98.939)
(98.939)
340.237 28.886
10.266
5.611.905
4.754.710
1.381 23.824 4.683.221
497.787
424.835
492.326
6.109.692
5.179.545
5.175.547
17.159.466
15.758.959
14.935.696
Lihat catatan atas laporan keuangan konsolidasian yang merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian.
Authorized - 10,000,000,000 Series A shares with Rp 200 (in full Rupiah) par value per share and 25,000,000,000 Series B shares with Rp 40 (in full Rupiah) par value per share Issued and paid-up - 7,748,932,910 Series A shares with Rp 200 (in full Rupiah) par value per share and 2,911,590,000 Series B shares with Rp 40 (in full Rupiah) par value per share. Additional paid-in capital - net Treasury stocks - 20,324,740 shares Retained earnings Appropriated Unappropriated Difference arising from transactions with non-controlling interests Revaluation increment in value of property, plant and equipment - net Exchange differences on translating foreign operations Total Equity Attributable to Owners of the Company Non-controlling interest Total Equity TOTAL LIABILITIES AND EQUITY
See accompanying notes to consolidated financial statements which are an integral part of the consolidated financial statements.
-2-
F-122
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Laporan Laba Rugi dan Penghasilan Komprehensif Lain Konsolidasian Untuk Tahun-tahun yang Berakhir 31 Desember 2015 dan 2014 (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
Catatan/ Notes
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Consolidated Statements of Profit or Loss and Other Comprehensive Income For the Years Ended December 31, 2015 and 2014 (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) Disajikan Kembali/ As Restated (Catatan/Note 39) 2014
2015
PENJUALAN BERSIH
25
25.022.913
24.458.880
BEBAN POKOK PENJUALAN
26
21.029.912
21.033.306
COST OF SALES
3.993.001
3.425.574
GROSS PROFIT
589.917 1.675.141
522.415 1.618.534
OPERATING EXPENSES Selling General and administrative
LABA KOTOR BEBAN USAHA Penjualan Umum dan administrasi
27
NET SALES
Jumlah Beban Usaha
2.265.058
2.140.949
Total operating expenses
LABA USAHA
1.727.943
1.284.625
OPERATING PROFIT
PENGHASILAN (BEBAN) LAIN-LAIN Penghasilan bunga Keuntungan penjualan aset tetap Kerugian kurs mata uang asing - bersih Beban bunga Lain-lain - bersih
OTHER INCOME (EXPENSES) 11 28 19
Beban lain-lain - Bersih LABA SEBELUM PAJAK
18.076 6.145 (479.028) (681.060) 105.601
16.048 4.268 (77.579) (694.151) 18.198
Interest income Gain on sale of property, plant and equipment Loss on foreign exchange Interest expense Others
(1.030.266)
(733.216)
Other expenses - Net PROFIT BEFORE TAX
697.677
551.409
168.840 4.353 173.193
166.339 (6.796) 159.543
524.484
391.866
PROFIT FOR THE YEAR
PENGHASILAN (RUGI) KOMPREHENSIF LAIN
OTHER COMPREHENSIVE INCOME (LOSS)
Pos yang tidak akan direklasifikasi ke laba rugi
376.357 39.539
(47.793)
Items that will not be reclassified subsequently to profit or loss Gain on revaluation of property, plant, and equipment Remeasurements of defined benefit liability
(33.542)
-
BEBAN (PENGHASILAN) PAJAK Pajak kini Pajak tangguhan
30
LABA TAHUN BERJALAN
Keuntungan revaluasi aset tetap Pengukuran kembali liabilitas imbalan pasti Pajak sehubungan dengan pos yang tidak akan direklasifikasi
11 29
382.354
TAX EXPENSE (BENEFIT) Current tax Deferred tax
Tax relating to items that will not be reclassified
(47.793)
18.620
(13.558)
Items that will be reclassified subsequently to profit and loss Exchange differences on translating foreign operations
PENGHASILAN (RUGI) KOMPREHENSIF LAIN SETELAH PAJAK
400.974
(61.351)
OTHER COMPREHENSIVE INCOME (LOSS) - NET OF TAX
JUMLAH PENGHASILAN KOMPREHENSIF
925.458
330.515
TOTAL COMPREHENSIVE INCOME
468.230 56.254
339.341 52.525
TOTAL PROFIT FOR THE YEAR ATTRIBUTABLE TO: Owners of the Company Non-controlling interest
524.484
391.866
Pos yang akan direklasifikasi ke laba rugi Selisih kurs karena penjabaran laporan keuangan
JUMLAH LABA TAHUN BERJALAN YANG DAPAT DIATRIBUSIKAN KEPADA: Pemilik entitas induk Kepentingan non-pengendali
JUMLAH PENGHASILAN KOMPREHENSIF YANG DAPAT DIATRIBUSIKAN KEPADA: Pemilik entitas induk Kepentingan non-pengendali
22
22
LABA TAHUN BERJALAN PER SAHAM Dasar
857.195 68.263
278.212 52.303
925.458
330.515
44
32
Lihat catatan atas laporan keuangan konsolidasian yang merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian.
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interest
EARNINGS PER SHARE FROM PROFIT FOR THE YEAR Basic
See accompanying notes to consolidated financial statements which are an integral part of the consolidated financial statements.
-3-
F-123
F-124 -
-
1.666.250
895.615
-
-
-
-
-
-
29
1 31
-
-
11
(17.717)
895.615
(17.717)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(17.717)
(17.717) -
Saham Treasuri/ Treasury Stock
-
-
1.666.250
-
-
Lihat catatan atas laporan keuangan konsolidasian yang merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian.
Saldo pada tanggal 31 Desember 2015
Transaksi dengan pemilik Kepentingan nonpengendali atas anak Perusahaan yang baru diakuisisi Pembentukan cadangan umum
Jumlah laba komprehensif
Keuntungan revaluasi aset tetap Pengukuran kembali liabilitas imbalan kerja jangka panjang Selisih kurs karena penjabaran laporan keuangan
Penghasilan komprehensif Laba tahun berjalan Penghasilan komprehensif lain
Saldo pada tanggal 31 Desember 2014
Pembentukan cadangan umum
-
-
-
-
-
-
-
Jumlah transaksi dengan pemilik
-
-
-
-
895.615
895.615 -
-
1.666.250
1.666.250 -
-
31
29
39
Tambahan Modal Disetor/ Additional Paid-in Capital
Dividen Perolehan tambahan saham pihak berelasi dari kepentingan nonpengendali
Transaksi dengan pemilik
Jumlah laba komprehensif
Saldo pada tanggal 1 Januari 2014, disajikan kembali Penghasilan komprehensif Laba tahun berjalan Penghasilan komprehensif lain pengukuran kembali liabilitas imbalan kerja jangka panjang Selisih kurs karena penjabaran laporan keuangan
Saldo pada tanggal 1 Januari 2014 Dampak aplikasi PSAK No. 24
Catatan/ Notes
Modal Ditempatkan dan Disetor Penuh/ Issued and Fully Paid up Capital Stock
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Laporan Perubahan Ekuitas Konsolidasian Untuk Tahun-Tahun yang Berakhir pada Tanggal 31 Desember 2015 dan 2014 (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
-
-
-
-
-
-
-
-
-
-
-
28.886
18.620
18.620
10.266
(13.558)
(13.558)
23.824
23.824
Selisih Kurs karena Penjabaran Laporan Keuangan/ Exchange Differences on Translating Foreign Operations
-
-
-
-
-
-
-
-
-
-
-
-
-
-4-
(98.939)
(98.939)
(100.320)
(100.320)
1.381
1.381
Selisih Nilai Transaksi dengan Kepentingan Nonpengendali/ Difference Arising from Transactions with Non-Controlling Interests
-
-
-
-
-
-
340.237
340.237
340.237
15.000
10.000 175.000
-
-
-
-
-
-
165.000
-
-
-
-
-
-
-
150.000
150.000 -
291.770
(47.571)
(10.000)
498.338
30.108
2.622.573
-
-
-
468.230
2.134.235
(15.000)
(106.403)
-
(106.403)
-
339.341
1.963.868
2.032.808 (68.940)
Saldo Laba/ Retained Earnings Ditentukan Penggunaannya untuk Belum Ditentukan Cadangan Umum/ Penggunaannya/ Appropriated for General Reserve Unappropriated
-
-
-
-
-
-
-
-
Selisih revaluasi aset tetap/ Revaluation Increment in Value of Property, Plant and Equipment
Ekuitas yang Dapat Diatribusikan kepada Pemilik Entitas Induk/ Equity Attributable to Owners of the Company
5.611.905
-
857.195
18.620
30.108
340.237
468.230
4.754.710
-
(206.723)
(100.320)
(106.403)
278.212
(13.558)
(47.571)
339.341
4.683.221
4.752.161 (68.940)
Jumlah Ekuitas/ Total Equity
52.303
(222)
4.689
68.263
497.787
-
-
976
11.033
56.254
424.835
-
(119.794)
(119.794)
-
-
52.525
492.326
493.062 (736)
Kepentingan Non-pengendali/ Non-controlling Interest
4.689
Balance as of December 31, 2015
Transactions with owners Noncontrolling interest of newly-acquired subsidiary Appropriation for general reserve
Total comprehensive income
Comprehensive income Profit for the year Other comprehensive income Gain on revaluation of property, plant, and equipment Remeasurement of long-term employee benefits liability Exchange differences on translating foreign exchange
Balance as of December 31, 2014
Appropriation for general reserve
Total transactions with owners
Dividends Acquisition of additional shares in subsidiaries from noncontrolling interest
Transactions with owners
Total comprehensive income
Balance as at January 1, 2014, as restated Comprehensive income Profit for the year Other comprehensive income Remeasurement of long-term employee benefits liability Exchange differences on translating foreign exchange
Balance as of January 1, 2014, as previously reported Impact of adoption of PSAK No. 24
See accompanying notes to consolidated financial statements which are an integral part of the consolidated financial statements.
6.109.692
-
925.458
18.620
31.084
351.270
524.484
5.179.545
-
(326.517)
(220.114)
(106.403)
330.515
(13.558)
(47.793)
391.866
5.175.547
5.245.223 (69.676)
Jumlah Ekuitas/ Total Equity
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Consolidated Statements of Changes in Equity For The Years Ended December 31, 2015 and 2014 (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Laporan Arus Kas Konsolidasian Untuk Tahun-tahun yang Berakhir 31 Desember 2015 dan 2014 (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk and ITS SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended December 31, 2015 and 2014 (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
2015 ARUS KAS DARI AKTIVITAS OPERASI Penerimaan dari pelanggan Pembayaran kepada pemasok dan lainnya Pembayaran kepada karyawan Pembayaran bunga Pembayaran pajak penghasilan Pembayaran pajak final atas revaluasi aset tetap Restitusi pajak Kas Bersih Diperoleh dari Aktivitas Operasi
2014
25.097.197 (21.957.163) (997.326) (685.158) (132.844) (25.088) 153.306 1.452.924
24.404.463 (20.762.363) (1.023.396) (699.206) (389.169) 40.205 1.570.534
CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers Payment to suppliers and others Payment to employees Interest paid Income tax paid Final tax paid on revaluation of property, plant and equipment Tax refund Net Cash Provided by Operating Activities
ARUS KAS DARI AKTIVITAS INVESTASI Penerimaan bunga Hasil penjualan aset tetap Hasil penjualan aset tetap yang tidak digunakan Hasil penjualan properti investasi Perolehan properti investasi Arus kas masuk bersih pada tanggal akuisisi - setelah dikurangi pembayaran untuk akuisisi entitas anak Kenaikan jaminan Perolehan perangkat lunak Perolehan aset tetap Pencairan investasi jangka pendek Perolehan aset tetap yang tidak digunakan Perolehan investasi saham
77 (843) (12.656) (708.488) -
(4.504) (14.758) (1.598.385) 3.000 (10.615) (219)
CASH FLOWS FROM INVESTING ACTIVITIES Interest received Proceeds from sale of property, plant and equipment Proceeds from sale of unused asset Proceeds from sale of investment properties Acquisitions of invesment properties Net cash in flow at acquisition date - net cash balance of acquired subsidiary Increase in security deposits Acquisitions of software Acquisitions of property, plant and equipment Withdrawal of temporary investments Acquisitions of unused asset Acquisition of invesment in shares of stock
Kas Bersih Digunakan untuk Aktivitas Investasi
(681.618)
(1.588.235)
Net Cash Used in Investing Activities
ARUS KAS DARI AKTIVITAS PENDANAAN Penerimaan pinjaman jangka panjang Penambahan modal disetor oleh (pembayaran atas akuisisi) kepentingan nonpengendali dari anak
18.076 13.218 7.987 1.046 (35)
307.990
4.500
16.048 20.750 247 201 -
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term bank loans
310.570
(220.000)
Proceeds from issuance (payment for acquisition) of shares to noncontrolling interest of subsidiaries Payment of liability for purchase of property, plant and equipment Payment of lease liabilities
Pembayaran utang pembelian aset tetap Pembayaran utang sewa pembiayaan Pembayaran sehubungan dengan penurunan utang obligasi Pembayaran utang bank jangka pendek Pembayaran pinjaman jangka panjang Pembayaran dividen
(836) (3.147)
(2.848) (4.002)
(222.302) (360.877) (392.183) -
(548.641) (393.604) (106.402)
Payments related to reduction in bonds payable Payment of short term bank loans Payment of long term bank loans Payment of dividends
Kas Bersih Digunakan untuk Aktivitas Pendanaan
(666.855)
(964.927)
Net Cash Used in Financing Activities
KENAIKAN (PENURUNAN) BERSIH KAS DAN SETARA KAS
104.451
(982.628)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
KAS DAN SETARA KAS AWAL TAHUN Pengaruh perubahan kurs mata uang asing
768.461 28.295
1.745.963 5.126
KAS DAN SETARA KAS AKHIR TAHUN
901.207
768.461
Lihat catatan atas laporan keuangan konsolidasian yang merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian.
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR Effect of foreign exhange rate changes CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
See accompanying notes to consolidated financial statements which are an integral part of the consolidated financial statements.
-5-
F-125
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 1.
Umum a.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 1.
Pendirian dan Informasi Umum
General a.
Establishment and General Information
PT Japfa Comfeed Indonesia Tbk (Perusahaan) didirikan dalam rangka UU Penanaman Modal Asing No. 1 tahun 1967 berdasarkan akta notaris Djojo Muljadi, S.H. No. 59 tanggal 18 Januari 1971 dan diubah dengan akta No. 60 dari notaris yang sama tanggal 15 Pebruari 1972. Akta pendirian ini beserta perubahannya telah disahkan oleh Menteri Kehakiman Republik Indonesia berdasarkan Surat Keputusan No. Y.A.5/39/8 tanggal 4 Oktober 1972 dan diumumkan dalam Berita Negara Republik Indonesia No. 86 Tambahan No. 641 tanggal 25 Oktober 1974. Status Perusahaan berubah dari Penanaman Modal Asing menjadi Penanaman Modal Dalam Negeri berdasarkan Surat Keputusan dari BKPM No.10/V/1982 tanggal 25 Juni 1982 yang dinyatakan dalam akta notaris Sastra Kosasih, S.H. No. 29 tanggal 27 Oktober 1982. Anggaran dasar Perusahaan telah mengalami beberapa kali perubahan, yang terakhir dengan akta notaris No. 258 dan 259 tanggal 20 Maret 2013 dari Dr. Irawan Soerodjo, S.H., M.Si, notaris di Jakarta, sehubungan dengan pemecahan atas saham Perusahaan Seri A dan Seri B. Perubahan anggaran dasar tersebut telah mendapat persetujuan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusannya No. AHU-AH.01.10-11682 tanggal 2 April 2013.
PT Japfa Comfeed Indonesia Tbk (the “Company”) was established within the framework of the Foreign Capital Investment Law No. 1 year 1967 based on Notarial Deed No. 59 dated January 18, 1971 of Djojo Muljadi, S.H., public notary, as amended by Notarial Deed No. 60 dated February 15, 1972, of the same notary. The Deed of Establishment was approved by the Minister of Justice of the Republic of Indonesia in his Decision Letter No. Y.A.5/39/8 dated October 4, 1972, and was published in the State Gazette of the Republic of Indonesia No. 86 dated October 25, 1974, Supplement No. 641. The Company’s status was changed from a Foreign Capital Investment (PMA) company to a Domestic Capital Investment company based on Decision Letter No. 10/V/1982 dated June 25, 1982 of the Capital Investment Coordinating Board (BKPM) as stated in Notarial Deed No. 29 dated October 27, 1982 of Sastra Kosasih, S.H. The Company’s Articles of Association have been amended several times, most recently by Notarial Deed Nos. 258 and 259 dated March 20, 2013 of Dr. Irawan Soerodjo, S.H., M.Si, a notary in Jakarta, concerning stock split of the Company’s Series A and Series B shares. The amendment was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHUAH.01.10-11682 dated April 2, 2013.
Perusahaan mulai beroperasi secara komersial pada bulan Januari 1971. Kantor pusat Perusahaan beralamat di Wisma Milenia Lt. 7 Jl. MT. Haryono Kav. 16 Jakarta 12810, dengan pabrik berlokasi di Sidoarjo - Jawa Timur, Tangerang - Banten, Cirebon - Jawa Barat, Makasar - Sulawesi Selatan, Lampung, Padang - Sumatera Barat dan Bati-bati - Kalimantan Selatan.
The Company started commercial operations in January 1971. The Company is domiciled in Jakarta and its head th office is located in Wisma Millenia 7 Floor Jl. MT Haryono Kav. 16, Jakarta 12810. The Company’s manufacturing plants are located in Sidoarjo - East Java, Tangerang - Banten, Cirebon - West Java, Makasar South Sulawesi, Lampung, Padang West Sumatera and Bati-bati - South Kalimantan.
Perusahaan dan entitas anak selanjutnya disebut “Grup”.
The Company and its subsidiaries are herein after referred to as “the Group”.
-6F-126
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
b.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Sesuai dengan pasal 3 anggaran dasar Perusahaan, ruang lingkup kegiatan Perusahaan meliputi bidang:
In accordance with article 3 of the Company's Articles of Association, the scope of its activities comprises of the following:
x
Pengolahan segala macam untuk pembuatan/produksi makanan hewan, kopra dan lain yang mengandung minyak gaplek dan lain-lain;
bahan bahan bahan nabati,
x
To engage in processing of all kinds of materials for the manufacture/ production of animal feeds, including but not limited to copra and other materials containing vegetable oils, cassava and others;
x
Mengusahakan pembibitan, peternakan ayam dan usaha peternakan lainnya, meliputi budi daya seluruh jenis peternakan, perunggasan, perikanan dan usaha lain yang terkait, dan
x
To engage in breeding, poultry and other farms such as fisheries and others including but not limited to cultivation of all types of livestock, poultry, fishery and related businesses, and
x
Menjalankan perdagangan dalam negeri dan internasional dari bahan tersebut serta hasil produksi tersebut di atas.
x
To engage in domestic and international trading of the abovementioned materials and products.
Hasil produksi Perusahaan dipasarkan di dalam dan di luar negeri, termasuk ke Asia, Eropa dan Amerika Serikat.
The Company’s products are marketed both locally and internationally, including Asia, Europe and USA.
Japfa Ltd. (dahulu Japfa Holdings Pte. Ltd.), merupakan induk dari Perusahaan.
Japfa Ltd. (formerly Japfa Holdings Pte. Ltd.), which is based in Singapore, is the immediate holding company of the Company.
Penawaran Umum Efek
b.
Public Offering of Shares
Pada tanggal 31 Agustus 1989, Perusahaan memperoleh pernyataan efektif dari Ketua Badan Pengawas Pasar Modal (Bapepam dan LK) dengan suratnya No. SI-046/SHM/MK.10/1989 untuk melakukan penawaran umum atas 4.000.000 saham Perusahaan kepada masyarakat. Pada tanggal 23 Oktober 1989 saham tersebut dicatatkan pada Bursa Efek Indonesia.
On August 31, 1989, the Company obtained the Notice of Effectivity of Share Registration No. SI-046/SHM/MK.10/1989 from the Chairman of the Capital Market Supervisory Agency (Bapepam-LK) for its public offering of 4,000,000 shares. On October 23, 1989, these shares were listed in the Indonesia Stock Exchange.
Pada tanggal 8 Februari 1990, Perusahaan memperoleh persetujuan pencatatan dari Ketua Bapepam dengan suratnya No. S-139/PM/1990 untuk melakukan pencatatan saham sebesar 24.000.000 saham yang berasal dari penawaran umum terbatas dengan perbandingan 2:3. Sahamsaham tersebut dicatatkan pada Bursa Efek Indonesia pada tanggal 12 Pebruari 1990.
On February 8, 1990, the Company obtained the Notice of Effectivity of Share Registration No. S-139/PM/1990 from the Chairman of Bapepam for its limited offering of 24,000,000 shares on a 2:3 basis. These shares were listed in the Indonesia Stock Exchange on February 12, 1990.
-7F-127
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 26 Juli 1991, Perusahaan memperoleh persetujuan pencatatan dari Ketua Bapepam dengan suratnya No. S-1149/PM/1991 untuk melakukan pencatatan saham bonus sejumlah 80.000.000 saham dengan perbandingan 1:2. Saham-saham tersebut dicatatkan pada Bursa Efek Indonesia pada tanggal 29 Juli 1991.
On July 26, 1991, the Company obtained the Notice of Effectivity of Share Registration No. S-1149/PM/1991 from the Chairman of Bapepam for its limited offering of 80,000,000 shares on a 1:2 basis. These shares were listed in the Indonesia Stock Exchange on July 29, 1991.
Pada tanggal 20 Maret 1992, Perusahaan memperoleh persetujuan pencatatan tambahan saham atas penerbitan Obligasi Konversi di luar negeri dari Ketua Bapepam dengan suratnya No. S-599/PM/1992 sebanyak 28.941.466 saham.
On March 20, 1992, the Company obtained the Notice of Effectivity of Registration No. S-599/PM/1992 from the Chairman of Bapepam for the issuance of additional 28,941,466 shares in connection with the international offering of convertible bonds.
Pada tanggal 1 November 2002, Perusahaan memperoleh persetujuan Rapat Umum Pemegang Saham Luar Biasa untuk meningkatkan modal ditempatkan dan disetor dengan mengeluarkan 1.340.473.194 lembar saham dengan nilai nominal Rp 1.000 per saham kepada kreditur tak terafiliasi tanpa melalui Hak Memesan Efek Terlebih Dahulu sesuai dengan peraturan Bapepam No. IX.D.4, lampiran Keputusan Ketua Bapepam No. Kep-44/PM/1998 tanggal 14 Agustus 1998.
On November 1, 2002, the Company obtained the approval at the Extraordinary Stockholders’ Meeting for the increase in issued and paid-up capital through issuance of 1,340,473,194 shares with Rp 1,000 par value per share to nonaffiliated creditors without pre-emptive rights according to Bapepam regulation No. IX.D.4 as attachment to the decision of the Chairman of Bapepam No. Kep44/PM/1998 on August 14, 1998.
Pada tanggal 16 Mei 2007, Perusahaan menerima Surat Persetujuan Penerbitan Obligasi No. 021/JAPFA-BPM/LD-CS/V/07 dari Ketua Bapepam-LK sehubungan dengan penerbitan Obligasi Japfa I Tahun 2007 sebesar Rp 500 miliar.
On May 16, 2007, the Company obtained the Notice of Effectivity from Chairman of Bapepam-LK in his letter No. 021/JAPFABPM/LD-CS/V/07 for its public offering of Japfa I Bonds year 2007 totaling to Rp 500 billion.
Pada tanggal 29 Desember 2011, Perusahaan menerima Surat Pemberitahuan Efektif Pernyataan Pendaftaran No. S-13948/BL/2011 dari Ketua Bapepam-LK sehubungan dengan Penawaran Umum Berkelanjutan Obligasi Berkelanjutan I Japfa Tahun 2012 sebesar Rp 1.500 miliar.
On December 29, 2011, the Company obtained the Notice of Effectivity from Chairman of Bapepam-LK in his letter No. S-13948/BL/2011 for its Public Offering of Sustainable Bonds Sustainable I Japfa year 2012 totaling to Rp 1,500 billion.
-8F-128
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 28 Juni 2012, Perusahaan menyampaikan surat ke Bapepam – LK dan Bursa Efek Indonesia (BEI) informasi mengenai rencana perolehan kembali saham Perusahaan yang diterbitkan dan tercatat di BEI (sebagai saham treasuri). Perolehan kembali saham treasuri dilakukan pada tanggal 29 Juni 2012. Pada tanggal 31 Desember 2015 dan 2014, saham treasuri masing-masing sejumlah 20.324.740 lembar saham dengan harga perolehan Rp 870 (dalam Rupiah penuh) per lembar saham.
On June 28, 2012, the Company has submitted a Statement to Bapepam – LK and Indonesia Stock Exchange (ISE) regarding the reacquisition of Company’s shares of stock which were issued and recorded in ISE (as treasury stocks). The reacquisition was consumated on June 29, 2012. As of December 31, 2015 and 2014, the Company's treasury stocks totaled to 20,324,740 shares at Rp 870 (in full Rupiah) per share.
Berdasarkan Rapat Umum Pemegang Saham Luar Biasa tanggal 20 Maret 2013, para pemegang saham menyetujui untuk melakukan pemecahan nilai nominal atas saham Perusahaan Seri A dengan nilai nominal Rp 1.000 (dalam Rupiah penuh) per saham menjadi Rp 200 (dalam Rupiah penuh) per saham, dan saham Seri B dengan nilai nominal Rp 200 (dalam Rupiah penuh) per saham menjadi Rp 40 (dalam Rupiah penuh) per saham. Perubahan ini diaktakan dengan akta notaris Dr. Irawan Soerodjo, SH, Msi, No. 258 dan 259 tanggal 20 Maret 2013 dan telah mendapat persetujuan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusannya No. AHU-AH.01.1011682 tanggal 2 April 2013. Pemecahan nilai nominal saham ini efektif pada tanggal 19 April 2013.
Based on the Extraordinary General Stockholders Meeting held on March 20, 2013, the stockholders agreed to split the nominal value of Company’s Series A shares from par value of Rp 1,000 (in full Rupiah) per share to Rp 200 (in full Rupiah) per share, and Series B shares from par value of Rp 200 (in full Rupiah) per share to Rp 40 (in full Rupiah) per share. This change was notarized in Deed of public notary Dr. Irawan Soerodjo, SH, Msi, Nos. 258 and 259 dated March 20, 2013 and was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-AH.01.10-11682 dated April 2, 2013. This stock split is effective on April 19, 2013.
Pada tanggal 31 Desember 2015 dan 2014, seluruh saham Perusahaan sejumlah 10.660.522.910 saham telah dicatatkan pada Bursa Efek Indonesia.
As of December 31, 2015 and 2014, all of the Company's outstanding shares totaling 10,660,522,910 shares, are listed in the Indonesia Stock Exchange.
-9F-129
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) c.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Entitas Anak yang Dikonsolidasikan dan Investasi Saham
c.
Entitas anak yang dimiliki oleh Perusahaan baik langsung maupun tidak langsung adalah sebagai berikut:
Anak Perusahaan/Subsidiary
Domisili/ Domicile
Entitas Anak yang Dikonsolidasikan/ Consolidated Subsidiaries PT Suri Tani Pemuka (STP)
Sidoarjo
- PT Kraksaan Windu (KW) - PT Artha Lautan Mulya (ALM) - PT Bumiasri Lestari (BL) - PT Iroha Sidat Indonesia (ISI) PT Ciomas Adisatwa (CA)
Probolinggo Situbondo Situbondo Banyuwangi Jakarta
- PT Japfa Indoland - PT Tretes Indah Permai (TIP) - PT Jakamitra Indonesia - PT Indonesia Pelleting (IP)
Jakarta Tretes Surabaya Jakarta
- PT Japfa Food Nusantara (JFN) - PT Wabin Jayatama
Jakarta Serang
- PT Vaksindo Satwa Nusantara (VSN) - Apachee Pte., Ltd
Jakarta Singapura/ Singapore
Consolidated Subsidiaries Investment in Shares of Stock
and
The Company’s subsidiaries owned directly or indirectly, are as follows:
Jenis Usaha/ Nature of Business
Produksi pakan udang, tambak udang, kamar pendingin dan penetasan benur udang/ Production of shrimp feed, shrimp farming, cold storage and shrimp hatchery Tambak udang/Shrimp farming Tambak udang/Shrimp farming Tambak udang/Shrimp farming Tambak udang/Shrimp farming Perdagangan, peternakan ayam dan rumah potong ayam/ Trading, commercial farm and chicken slaughter house Real estat/Real estate Real estat/Real estate Real estat/Real estate Industri pellet (tidak beroperasi)/ Pellets manufacturing (dormant) Tidak Beroperasi/dormant Perkebunan dan peternakan/ Plantations and farming Produksi vaksin/Production of vaccine
Tahun Operasi Komersial/ Start of Commercial Operations
Persentase Pemilikan Efektif/ Effective Percentage of Ownership 2015 2014
Jumlah Aset (Sebelum Eliminasi)/ Total Assets (Before Elimination) 2015 2014
1987 1991 1992 1989 2012
100,00 100,00 99,55 60,00 60,00
100,00 100,00 99,55 60,00 60,00
1.766.684 10.755 43.497 6.983 136.130
1.589.268 9.816 44.480 7.859 117.487
1998 1992 1995 2010
100,00 100,00 100,00 100,00
100,00 100,00 100,00 100,00
2.909.685 682.248 6.939 544.385
2.739.281 625.216 7.020 487.697
1967 1997
100,00 100,00
100,00 100,00
68 192
115 1.853
1988 1981
100,00 100,00
100,00 100,00
19.358 175.589
20.489 182.198
Jasa Transportasi/Transportation service
2010
100,00
100,00
66.396
59.613
Peternakan ayam/ Commercial farm Jasa angkutan barang/Transportation services Perdagangan dan produksi vaksin/ Trading and Production of vaccine Depo container/ Marine transportation services Produksi pakan ternak dan pembibitan ayam/ Animal feeds manufacturing and chicken breeding Perdagangan, unit pengolahan daging dan rumah potong sapi/ Trading, beef processing unit and cattle slaughter house Perdagangan dan pembibitan sapi Trading and cattle breeding Perdagangan dan pembibitan sapi Trading and cattle breeding Investasi/Investment Perdagangan/Trading Perdagangan/Trading
2010 1999
100,00
100,00
61.787
48.399
2008
100,00
100,00
215.936
220.221
1974
100,00
100,00
14.576
11.733
1997
50,00
50,00
1.194.099
953.642
Perdagangan/Trading
- PT Adiguna Bintang Lestari (ABL) (likuidasi/liquidation) - PT Bhirawa Mitra Sentosa (BMS) - PT Agrinusa Jaya Santosa (AJS)
Jakarta Surabaya Jakarta
- PT Bintang Laut Timur (BLT)
Surabaya
PT Indojaya Agrinusa (IAG)
Medan
PT Santosa Agrindo (SA)
Jakarta
- PT Austasia Stockfeed (ASF)
Jakarta
- Japfa Santori Australia Pty Ltd (JSA)
Darwin
Comfeed Finance B.V. - Comfeed Trading B.V. Multi Makanan Permai (MMP)
Amsterdam Amsterdam Jakarta
Investasi Saham/ Investment in Shares of Stock PT Nusa Prima Logistik (NPL) Jakarta
Informasi keuangan entitas anak yang dimiliki oleh kepentingan nonpengendali dalam jumlah material pada tanggal dan untuk tahun-tahun yang berakhir 31 Desember 2015 dan 2014 adalah sebagai berikut:
Nama/Name
PT Indojaya Agrinusa (IAG) PT Iroha Sidat Indonesia (ISI)
-
-
1991
100,00
100,00
877.685
944.265
1973
100,00
100,00
431.248
464.973
2013 2013 2013 2015
100,00 100,00 100,00 70,00
100,00 100,00 100,00
371.874 3.028.366 3.204.150 45.070
400.401 2.737.945 2.858.820 -
2014
17,50
121.291
1.894
-
17,50
Financial information of subsidiaries that have material non-controlling interests as of and for the years ended December 31, 2015 and 2014 follows:
2015 Kepentingan Nonpengendali yang material/ Material Non-controlling Interest Bagian Kepentingan Kepemilikan/ Saldo Akumulasi/ Bagian Laba Laba (Rugi) - Bersih/ Equity Interest Held Accumulated Balances Share in Net Profit (Loss) % 50,00 40,00
- 10 F-130
450.298 43.037
68.411 (172)
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
Nama/Name
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
2014 Kepentingan Nonpengendali yang material/ Material Non-controlling Interest Bagian Kepentingan Kepemilikan/ Saldo Akumulasi/ Bagian Laba (Rugi) - Bersih/ Equity Interest Held Accumulated Balances Share in Net Profit (Loss) %
PT Indojaya Agrinusa (IAG) PT Iroha Sidat Indonesia (ISI)
50,00 40,00
381.887 43.209
49.289 1.954
Berikut adalah ringkasan informasi keuangan dari entitas anak. Jumlah-jumlah tersebut sebelum dieliminasi dengan transaksi antar entitas dalam Grup.
The summarized financial information of these subsidiaries is provided below. This information is based on amounts before inter-company eliminations.
Ringkasan laporan posisi keuangan pada tanggal 31 Desember 2015 dan 2014:
Summarized statement of financial position as of December 31, 2015 and 2014:
2015
2014
PT Indojaya Agrinusa
PT Iroha Sidat Indonesia
PT Indojaya Agrinusa
PT Iroha Sidat Indonesia
940.154 253.945
69.089 67.041
694.708 252.490
52.960 63.679
1.194.099
136.130
947.198
116.639
Liabilitas jangka pendek Liabilitas jangka panjang
266.838 26.666
23.963 4.574
156.388 27.036
4.504 4.113
Current liabilities Noncurrent liabilities
Jumlah liabilitas
293.504
28.537
183.424
8.617
Total Liabilities
Jumlah ekuitas
900.596
107.593
763.775
108.023
Teratribusikan pada: Pemilik entitas Kepentingan nonpengendali
450.298 450.298
64.556 43.037
381.887 381.887
64.814 43.209
Aset lancar Aset tidak lancar Jumlah aset
Ringkasan laporan laba rugi dan penghasilan komprehensif lain pada tahun 2015 dan 2014:
Pendapatan Laba (rugi) sebelum pajak Penghasilan (rugi) komprehensif lain Jumlah penghasilan (Rugi) komprehensif Teratribusikan pada kepentingan non pengendali
Current assets Noncurrent assets Total Assets
Total Equity Attributable to: Owners of the Company Non-controlling interest
Summarized statement of profit or loss and other comprehensive income for 2015 and 2014:
PT Indojaya Agrinusa
2015 PT Iroha Sidat Indonesia
PT Indojaya Agrinusa
2014 PT Iroha Sidat Indonesia
2.425.135
39.894
2.261.470
43.200
154.479
(6.047)
132.833
6.060
19.185
5.713
(601)
131
Other comprehensive income (loss)
136.821
(430)
98.579
4.885
Total Comprehensive Income (loss)
68.411
(172)
49.289
1.954
Attributable to non-controlling interest
- 11 F-131
Revenue Profit (loss) before tax
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Ringkasan informasi arus kas pada tahun 2015 dan 2014:
Summarized cash flow information for 2015 and 2014:
PT Indojaya Agrinusa Operasi Investasi Pendanaan Kenaikan (penurunan) bersih kas dan setara kas
2015 PT Iroha Sidat Indonesia
2014 PT Iroha Sidat Indonesia
PT Indojaya Agrinusa
163.662 (73.158) (11)
(6.044) (2.931) 95
227.292 (26.496) (73.320)
8.569 (11.670) (1.060)
90.493
(8.880)
127.476
(4.162)
Operating Investing Financing Net increase (decrease) in cash and cash equivalents
Perubahan Kepemilikan pada Entitas Anak
Changes in Subsidiaries
PT Jakamitra Indonesia (JMI)
PT Jakamitra Indonesia (JMI)
Berdasarkan Akta Jual Beli Saham No. 12 tanggal 1 April 2014 dari Buntario Tigris Dharmawa NG, S.H., S.E., M.H., notaris publik di Jakarta, PT Japfa Indoland dan PT Ciomas Adisatwa, entitas anak, telah membeli saham JMI sejumlah 119.997.000 lembar saham dan 3.000 lembar saham dari PT Lautan Luas Tbk, pihak ketiga, dengan harga masing-masing Rp 219.994,5 dan Rp 5,5. Dengan demikian, kepemilikan JI dan CA di JMI meningkat masing-masing dari 70% menjadi 99,99% dan 0% menjadi 0,01%.
Based on Deed of Sale and Purchase of Shares No. 12 dated April 1, 2014, of Buntario Tigris Dharmawa NG, S.H., S.E., M.H., a public notary in Jakarta, PT Japfa Indoland (JI) and PT Ciomas Adisatwa (CA), wholly owned subsidiaries, had purchased the shares of stock of JMI owned by PT Lautan Luas Tbk, a third party, totaling to 119,997,000 shares and 3,000 shares at a purchase price of Rp 219,994.5 and Rp 5.5 respectively. Accordingly, the ownership interest of JI and CA in JMI increased from 70% to 99.99% and 0% to 0.01%, respectively.
PT Indonesia Pelleting (IP)
PT Indonesia Pelleting (IP)
Berdasarkan Akta Jual Beli Saham tanggal 25 April 2014, Leo Handoko Laksono menjual seluruh kepemilikan sahamnya sebanyak 113.295 saham di PT Indonesia Pelleting, entitas anak, kepada PT Bintang Laut Timur, entitas anak, dengan nilai nominal sebesar Rp 113,9.
Based on Deed of Sale and Purchase of Shares dated April 25, 2014, Leo Handoko Laksono sold all of his shares in PT Indonesia Pelleting, a subsidiary, totaling to 113,295 shares to PT Bintang Laut Timur, a subsidiary, at nominal value amounting to Rp 113.9.
Akuisisi Entitas Anak
Acquisition of Subsidiaries
PT Multi Makanan Permai (MMP)
PT Multi Makanan Permai (MMP)
Berdasarkan Akta Jual Beli Saham No. 6 dan 8 tanggal 1 April 2015 dari Buntario Tigris Dharmawa NG, S.H., S.E., M.H., notaris publik di Jakarta, Perusahaan telah mengakuisisi saham MMP sejumlah 420 lembar saham mewakili 70% kepemilikan saham dari pihak ketiga dengan harga Rp 483.
Based on Deed of Sale and Purchase of Shares No. 6 and 8 dated April 1, 2015, of Buntario Tigris Dharmawa NG, S.H., S.E., M.H., a public notary in Jakarta, the Company acquired shares of stock of MMP from a third party, totaling 420 shares representing 70% ownership interest at a purchase price of Rp 483.
- 12 F-132
Ownership
Interest
in
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Japfa Santori Australia Pty Ltd (JSA)
Japfa Santori Australia Pty Ltd (JSA)
Berdasarkan Minutes of an Extraordinary General Meeting of First Agriculture Livestock Pty Limited dan Share Transfer Form, keduanya tertanggal 19 Juni 2013, PT Santosa Agrindo (SA), entitas anak, telah membeli 100% saham dalam First Agriculture Livestock Pty Limited tersebut dengan biaya perolehan sebesar AUD 10 dari Regal Glory International Ltd. Selanjutnya berdasarkan “Certificate of Registration on Change of Name” pada tanggal 21 Juni 2013, nama perusahaan tersebut diubah menjadi Japfa Santori Australia Pty Limited. Pada tanggal 24 Desember 2013, berdasarkan Form 484 Corporations Act 2001 dari Australian Securities & Investments Commission, JSA menerima setoran modal sebesar AUD 20 juta dari SA.
Based on Minutes of an Extraordinary General Meeting of First Agriculture Livestock Pty Limited and Share Transfer Form, both dated June 19, 2013, PT Santosa Agrindo (SA), subsidiary, acquired 100% ownership interest in First Agriculture Livestock Pty Limited for an acquisition cost of AUD 10 from Regal Glory International Ltd. Further, based on “Certificate of Registration on Change of Name” the date of change is June 21, 2013, SA changed the name of the aforementioned company to Japfa Santori Australia Pty Limited. On December 24, 2013, based on Form 484 Corporations Act 2001 from Australian Securities & Investments Commission, JSA received paid-up capital amounting to AUD 20 million from SA.
Investasi Saham
Investment in Shares of Stock
PT Nusa Prima Logistik ( NPL)
PT Nusa Prima Logistik ( NPL)
Berdasarkan Akta Notaris No. 266 tanggal 30 September 2014 dari Jimmy Tanal, S.H., pengganti dari Hasbullah Abdul Rasyid, SH,MKn, notaris di Jakarta, Perusahaan membeli 875 lembar saham PT Nusa Prima Logistik (NPL) atau sebesar 17,5% dengan biaya perolehan sebesar Rp 219.
Based on Notarial Deed No. 266 dated September 30, 2014 of Jimmy Tanal, S.H., replacement of Hasbullah Abdul Rasyid, SH,MK in Jakarta, the Company purchased 875 shares of PT Nusa Prima Logistik (NPL) or equivalent to ownership interest of 17.5% for an acquisition cost of Rp 219.
Penutupan Entitas Anak
Liquidation of a Subsidiary
PT Adiguna Bintang Lestari (ABL)
PT Adiguna Bintang Lestari (ABL)
Berdasarkan Akta No. 76 tanggal 30 September 2014 dari H. Teddy Anwar,S.H., S.pN., notaris di Jakarta, PT Ciomas Adisatwa dan PT Bintang Laut Timur, entitas anak, memutuskan untuk mengakhiri operasional ABL.
Based on Notarial Deed No. 76 dated September 30, 2014 of H. Teddy Anwar,S.H., S.pN., a notary in Jakarta, PT Ciomas Adisatwa and PT Bintang Laut Timur, subsidiaries, decided to terminate the operations of ABL.
- 13 F-133
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) d.
Dewan Komisaris, Karyawan
Direktur
dan
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) d.
Pada tanggal 31 Desember 2015, berdasarkan Akta No. 108 tanggal 14 April 2015 dari Dr. Irawan Soerodjo, S.H., MSi, notaris di Jakarta, susunan manajemen Perusahaan adalah sebagai berikut:
Board of Commissioners, Directors and Employees As of December 31, 2015, based on Notarial Deed No. 108 dated April 14, 2015 of Dr. Irawan Soerodjo, S.H., MSi, a public notary in Jakarta, the Company’s management consists of the following:
Dewan Komisaris Komisaris Utama Wakil Komisaris Utama Komisaris Independen
: : :
Syamsir Siregar Hendrick Kolonas Retno Astuti Wibisono Ignatius Herry Wibowo
Direksi Direktur Utama Wakil Direktur Utama Direktur
: : :
Direktur Independen
:
Handojo Santosa Bambang Budi Hendarto Tan Yong Nang Koesbyanto Setyadharma Rachmat Indrajaya
Pada tanggal 31 Desember 2014, berdasarkan Akta No. 24 tanggal 3 Juni 2014 dari Dr. Irawan Soerodjo, S.H., MSi, notaris di Jakarta, susunan manajemen Perusahaan adalah sebagai berikut:
: :
Board of Commissioners President Commissioner Vice President Commissioner Independent Commissioners
: : :
Directors President Director Vice President Director Directors
:
Independent Director
As of December 31, 2014, based on Notarial Deed No. 24 dated June 3, 2014 of Dr. Irawan Soerodjo, S.H., MSi, a public notary in Jakarta, the Company’s management consists of the following:
Dewan Komisaris Komisaris Utama Wakil Komisaris Utama Komisaris Independen
: : :
Syamsir Siregar Hendrick Kolonas Retno Astuti Wibisono
Direksi Direktur Utama Wakil Direktur Utama Direktur
: : :
Direktur Independen
:
Handojo Santosa Bambang Budi Hendarto Tan Yong Nang Koesbyanto Setyadharma Rachmat Indrajaya
: :
Board of Commissioners President Commissioner Vice President Commissioner Independent Commissioner
: : :
Directors President Director Vice President Director Directors
:
Independent Director
Sebagai perusahaan publik, Perusahaan telah memiliki Komisaris Independen dan Komite Audit sebagaimana diwajibkan oleh Otorisasi Jasa keuangan. Pada tahun 2015 dan 2014, Retno Astuti Wibisono, menjabat sebagai Komisaris Independen dan Ketua Komite Audit.
As a public company, the Company has an Independent Commissioner and an Audit Committee as required by the Financial Services Authority. In 2015 and 2014, Retno Astuti Wibisono, who acts as an Independent Commissioner is also the Chairman of the Audit Committee
Personel manajemen kunci Grup terdiri dari Komisaris, Direksi, Corporate Financial Controller, Deputy Corporate Financial Controller, Financial Controller and Accounting Manager.
Key management personnel of the Group consists of Commissioners, Directors, Corporate Financial Controller, Deputy Corporate Financial Controller, Financial Controller and Accounting Manager.
- 14 F-134
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
2.
Jumlah rata-rata karyawan Perusahaan (tidak diaudit) adalah 11.940 karyawan tahun 2015 dan 12.119 karyawan tahun 2014. Jumlah rata-rata karyawan Grup (tidak diaudit) adalah 19.232 karyawan tahun 2015 dan 19.020 karyawan tahun 2014.
The Company had an average total number of employees (unaudited) of 11,940 in 2015 and 12,119 in 2014. Total consolidated average number of employees of the Group (unaudited) is 19,232 in 2015 and 19,020 in 2014.
Jumlah gaji dan tunjangan Dewan Komisaris, Direksi dan Personil Manajemen Kunci Lainnya Grup sebesar Rp 234.304 pada tahun 2015 dan Rp 246.449 pada tahun 2014.
The aggregate salaries and benefits of the Group’s Commissioners, Directors and other key management personnel amounted to Rp 234,304 in 2015 and Rp 246,449 in 2014.
Laporan keuangan konsolidasian PT Japfa Comfeed Indonesia Tbk dan entitas anak untuk tahun yang berakhir 31 Desember 2015 telah diselesaikan dan diotorisasi untuk terbit oleh Direksi Perusahaan pada tanggal 22 Februari 2016. Direksi Perusahaan bertanggung jawab atas penyusunan dan penyajian laporan keuangan konsolidasian tersebut.
The consolidated financial statements of PT Japfa Comfeed Indonesia Tbk and its subsidiaries for the year ended December 31, 2015 were completed and authorized for issuance on February 22, 2016 by the Company’s Directors who are responsible for the preparation and presentation of the consolidated financial statements.
Ikhtisar Kebijakan Akuntansi dan Pelaporan Keuangan Penting a.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
2.
Dasar Penyusunan dan Pengukuran Laporan Keuangan Konsolidasian
Summary of Significant Accounting Financial Reporting Policies a.
and
Basis of Consolidated Financial Statements Preparation and Measurement
Laporan keuangan konsolidasian disusun dan disajikan dengan menggunakan Standar Akuntansi Keuangan di Indonesia, meliputi pernyataan dan interpretasi yang diterbitkan oleh Dewan Standar Akuntansi Keuangan Ikatan Akuntan Indonesia (IAI) dan Dewan Standar Akuntansi Syariah IAI, dan Peraturan OJK No. VIII.G.7 tentang “Penyajian dan Pengungkapan Laporan Keuangan Emiten atau Perusahaan Publik”.
The consolidated financial statements have been prepared and presented in accordance with Indonesian Financial Accounting Standards “SAK”, which comprise the statements and interpretations issued by the Board of Financial Accounting Standards of the Institute of Indonesia Chartered Accountants (IAI) and the Board of Sharia Accounting Standards of IAI and OJK Regulation No. VIII.G.7 regarding “Presentation and Disclosures of Public Companies’ Financial Statements”. Such consolidated financial statements are an English translation of the Group’s statutory report in Indonesia.
Dasar pengukuran laporan keuangan konsolidasian ini adalah konsep biaya perolehan, kecuali beberapa akun tertentu disusun berdasarkan pengukuran lain, sebagaimana diuraikan dalam kebijakan akuntansi masing-masing akun tersebut. Laporan keuangan konsolidasian ini disusun dengan metode akrual, kecuali laporan arus kas.
The measurement basis used is the historical cost, except for certain accounts which are measured on the bases described in the related accounting policies. The consolidated financial statements, except for the consolidated statements of cash flows, are prepared under the accrual basis of accounting.
- 15 F-135
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
b.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Laporan arus kas konsolidasian disusun dengan menggunakan metode langsung dengan mengelompokkan arus kas dalam aktivitas operasi, investasi, dan pendanaan.
The consolidated statements of cash flows are prepared using the direct method with classifications of cash flows into operating, investing, and financing activities.
Mata uang yang digunakan dalam penyusunan dan penyajian laporan keuangan konsolidasian adalah mata uang Rupiah (Rupiah) yang juga merupakan mata uang fungsional Perusahaan.
The currency used in the preparation and presentation of the consolidated financial statements is the Indonesian Rupiah (Rupiah) which is also the functional currency of the Company.
Prinsip Konsolidasian
b.
Basis of Consolidation
Laporan keuangan konsolidasian meliputi laporan keuangan Perusahaan dan entitasentitas (termasuk entitas terstruktur) yang dikendalikan oleh Perusahaan dan entitas anak (Grup). Pengendalian diperoleh apabila Grup memiliki seluruh hal berikut ini:
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries (the Group). Control is achieved when the Group has all the following:
x x
x x
x
kekuasaan atas investee; eksposur atau hak atas imbal hasil variabel dari keterlibatannya dengan investee; dan kemampuan untuk menggunakan kekuasaannya atas investee untuk mempengaruhi jumlah imbal hasil Grup.
x
power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and the ability to use its power to affect its returns.
Pengkonsolidasian entitas anak dimulai pada saat Grup memperoleh pengendalian atas entitas anak dan berakhir pada saat Grup kehilangan pengendalian atas entitas anak. Secara khusus, penghasilan dan beban entitas anak yang diakuisisi atau dilepaskan selama tahun berjalan termasuk dalam laporan laba rugi dan penghasilan komprehensif lain konsolidasian sejak tanggal Grup memperoleh pengendalian sampai dengan tanggal Grup kehilangan pengendalian atas entitas anak.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group losses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Seluruh aset dan liabilitas, ekuitas, penghasilan, beban dan arus kas dalam intra kelompok usaha terkait dengan transaksi antar entitas dalam Grup dieliminasi secara penuh dalam laporan keuangan konsolidasian.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Laba rugi dan setiap komponen penghasilan komprehensif lain diatribusikan kepada pemilik Perusahaan dan kepentingan nonpengendali (KNP) meskipun hal tersebut mengakibatkan KNP memiliki saldo defisit.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the noncontroling interest (NCI) even if this results in the NCI having a deficit balance.
- 16 F-136
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
c.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
KNP disajikan dalam laporan laba rugi dan penghasilan komprehensif lain konsolidasian dan dalam ekuitas pada laporan posisi keuangan konsolidasian, terpisah dari bagian yang dapat diatribusikan kepada pemilik Perusahaan.
NCI are presented in the consolidated statement of profit or loss and other comprehensive income and under the equity section of the consolidated statement of financial position, respectively, separately from the corresponding portion attributable to owners of the Company.
Transaksi dengan KNP yang tidak mengakibatkan hilangnya pengendalian dicatat sebagai transaksi ekuitas. Selisih antara nilai wajar imbalan yang dialihkan dengan bagian relatif atas nilai tercatat aset bersih entitas anak yang diakuisisi dicatat di ekuitas. Keuntungan atau kerugian dari pelepasan kepada KNP juga dicatat di ekuitas.
Transactions with NCI that do not result in loss of control are accounted for as equity transactions. The difference between the fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to NCI are also recorded in equity.
Kombinasi Bisnis
c.
Accounting for Business Combination
Entitas Tidak Sepengendali
Among Entities Not Under Common Control
Kombinasi bisnis, dicatat dengan menggunakan metode akuisisi. Biaya perolehan dari sebuah akuisisi diukur pada nilai agregat imbalan yang dialihkan, diukur pada nilai wajar pada tanggal akuisisi dan jumlah setiap KNP pada pihak yang diakuisisi. Untuk setiap kombinasi bisnis, pihak pengakuisisi mengukur KNP pada entitas yang diakuisisi pada nilai wajar atau sebesar proporsi kepemilikan KNP atas aset neto yang teridentifikasi dari entitas yang diakuisisi. Biaya-biaya akuisisi yang timbul dibebankan langsung dan disajikan sebagai beban administrasi.
Business combinations, are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any NCI in the acquiree. For each business combination, the acquirer measures the NCI in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition related costs incurred are directly expensed and included in administrative expenses.
Ketika melakukan akuisisi atas sebuah bisnis, Grup mengklasifikasikan dan menentukan aset keuangan yang diperoleh dan liabilitas keuangan yang diambil alih berdasarkan pada persyaratan kontraktual, kondisi ekonomi dan kondisi terkait lain yang ada pada tanggal akuisisi.
When the Group acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as of the acquisition date.
Dalam suatu kombinasi bisnis yang dilakukan secara bertahap, pada tanggal akuisisi pihak pengakuisisi mengukur kembali nilai wajar kepentingan ekuitas yang dimiliki sebelumnya pada pihak yang diakuisisi dan mengakui keuntungan atau kerugian yang dihasilkan dalam laba rugi.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
- 17 F-137
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
d.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Imbalan kontinjensi yang dialihkan oleh pihak pengakuisisi diakui sebesar nilai wajar pada tanggal akuisisi. Perubahan nilai wajar atas imbalan kontinjensi setelah tanggal akuisisi yang diklasifikasikan sebagai aset atau liabilitas, akan diakui dalam komponen laba rugi atau pendapatan komprehensif lain sesuai dengan PSAK No. 55. Jika diklasifikasikan sebagai ekuitas, imbalan kontinjensi tidak diukur kembali dan penyelesaian selanjutnya diperhitungkan dalam ekuitas.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in accordance with PSAK No. 55 either in profit or loss or as other comprehensive income. If the contingent consideration is classified as equity, it should not be measured until it is finally settled within equity.
Pada tanggal akuisisi, goodwill awalnya diukur pada harga perolehan yang merupakan selisih lebih nilai agregat dari imbalan yang dialihkan dan jumlah yang diakui untuk KNP atas aset bersih teridentifikasi yang diperoleh dan liabilitas yang diambil alih. Jika nilai agregat tersebut lebih kecil dari nilai wajar aset neto entitas anak yang diakuisisi, selisih tersebut diakui dalam laba rugi.
At acquisition date, goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for NCI over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.
Setelah pengakuan awal, goodwill diukur pada jumlah tercatat dikurangi akumulasi kerugian penurunan nilai. Untuk tujuan uji penurunan nilai, goodwill yang diperoleh dari suatu kombinasi bisnis, sejak tanggal akuisisi, dialokasikan kepada setiap Unit Penghasil Kas (“UPK”) dari Perusahaan dan/atau entitas anak yang diharapkan akan menerima manfaat dari sinergi kombinasi tersebut, terlepas dari apakah aset atau liabilitas lain dari pihak yang diakuisisi dialokasikan ke UPK tersebut.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company and/or its subsidiaries’ cashgenerating units (“CGU”) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquired are assigned to those CGUs.
Jika goodwill telah dialokasikan pada suatu UPK dan operasi tertentu atas UPK tersebut dihentikan, maka goodwill yang diasosiasikan dengan operasi yang dihentikan tersebut termasuk dalam jumlah tercatat operasi tersebut ketika menentukan keuntungan atau kerugian dari pelepasan. Goodwill yang dilepaskan tersebut diukur berdasarkan nilai relatif operasi yang dihentikan dan porsi UPK yang ditahan.
Where goodwill forms part of a CGU and part of the operation within that CGU is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the CGU retained.
Penjabaran Mata Uang Asing
d.
Foreign Currency Translation
Mata Uang Fungsional dan Pelaporan
Functional and Reporting Currencies
Akun-akun yang tercakup dalam laporan keuangan setiap entitas dalam Grup diukur menggunakan mata uang dari lingkungan ekonomi utama dimana entitas beroperasi (mata uang fungsional).
Items included in the financial statements of each of the Group’s companies are measured using the currency of the primary economic environment in which the entity operates (the functional currency).
- 18 F-138
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Laporan keuangan konsolidasian disajikan dalam Rupiah, yang merupakan mata uang fungsional Perusahaan dan mata uang penyajian Grup.
The consolidated financial statements are presented in Rupiah which is the Company’s functional and the Group’s presentation currency.
Transaksi dan Saldo
Transactions and Balances
Transaksi dalam mata uang asing dijabarkan kedalam mata uang fungsional menggunakan kurs pada tanggal transaksi. Keuntungan atau kerugian selisih kurs yang timbul dari penyelesaian transaksi dan dari penjabaran pada kurs akhir tahun atas aset dan liabilitas moneter dalam mata uang asing diakui dalam laba rugi.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.
Pada tanggal 31 Desember 2015 dan 2014, kurs konversi yakni kurs tengah Bank Indonesia, yang digunakan oleh Grup adalah sebagai berikut:
As of December 31, 2015 and 2014, the conversion rates used by the Group were the middle rates of Bank Indonesia as follows: 2015
Dolar Amerika Serikat /U.S. Dollar Dolar Singapura /Singapore Dollar Dolar Australia /Australian Dollar Euro /Euro Yuan China/China Yuan
13.795 9.751 10.064 15.070 2.124
Kelompok usaha Grup Hasil usaha dan posisi keuangan kelompok usaha Grup yang memiliki uang fungsional yang berbeda dengan uang pelaporan, dijabarkan pada mata pelaporan sebagai berikut:
2014 12.440 9.422 10.218 15.133 2.033
Group’s Companies dari mata mata uang
The results and financial position of all the Group’s companies that have a functional currency different from the reporting currency are translated into the reporting currency as follows:
a.
aset dan liabilitas dari setiap laporan posisi keuangan yang disajikan, dijabarkan pada kurs penutup pada tanggal laporan posisi keuangan;
a.
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
b.
penghasilan dan beban untuk setiap laporan laba rugi dan pendapatan komprehensif lain-lain dijabarkan menggunakan kurs rata-rata; dan
b.
income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates; and
c.
seluruh selisih kurs yang timbul diakui dalam pendapatan komprehensif lain.
c.
all resulting exchange differences are recognized in other comprehensive income.
- 19 F-139
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Mata uang fungsional Comfeed Finance B.V dan Comfeed Trading B.V adalah USD sedangkan Japfa Santori Australia Pty, Ltd. adalah AUD pada tanggal 31 Desember 2015 dan 2014. Laporan keuangan entitas-entitas anak tersebut dijabarkan kedalam mata uang pelaporan menggunakan kurs berikut ini:
The functional currency of Comfeed Finance B.V and Comfeed Trading B.V is USD while for Japfa Santori Australia Pty, Ltd. is AUD as of December 31, 2015 and 2014. Their financial statements were translated into reporting currency using the following exchange rates:
2015 (dalam Rupiah penuh)/ (in full Rupiah) USD AUD Akun-akun Laporan Posisi Keuangan Akun-akun Laba-rugi
e.
f.
13.795 13.458
10.064 10.028
2014 (dalam Rupiah penuh)/ (in full Rupiah) USD AUD 12.440 11.885
10.218 10.690
Statement of financial position accounts Profit and loss accounts
Selisih kurs yang timbul dari penjabaran investasi neto dalam kegiatan usaha luar negeri disajikan dalam ekuitas. Jika kegiatan usaha luar negeri tersebut dilepaskan, maka selisih kurs yang berasal dari penjabaran investasi neto dalam kegiatan usaha luar negeri tersebut, yang sebelumnya disajikan dalam ekuitas, diakui dalam laba rugi sebagai bagian dari keuntungan atau kerugian penjualan.
The translation of the net investment in foreign entities is taken to equity. When a foreign operation is sold, exchange differences arising from the translation of the net investment in such foreign operation taken to equity are recognized in profit or loss as part of the gain or loss on sale.
Goodwill dan penyesuaian nilai wajar yang timbul dari akuisisi kegiatan usaha luar negeri diperlakukan sebagai aset dan liabilitas kegiatan usaha luar negeri dan dijabarkan menggunakan kurs penutup.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Transaksi Pihak Berelasi
e.
Transactions with Related Parties
Orang atau entitas dikategorikan sebagai pihak berelasi Grup apabila memenuhi definisi pihak berelasi berdasarkan PSAK No. 7 “Pengungkapan Pihak-pihak Berelasi”.
A person or entity is considered a related party of the Group if it meets the definition of a related party in PSAK No. 7 “Related Party Disclosures”.
Semua transaksi signifikan dengan pihak berelasi telah diungkapkan dalam laporan keuangan konsolidasian.
All significant transactions with related parties are disclosed in the consolidated financial statements.
Kas dan Setara Kas
f.
Kas terdiri dari kas dan bank. Setara kas adalah semua investasi yang bersifat jangka pendek dan sangat likuid yang dapat segera dikonversikan menjadi kas dengan jatuh tempo dalam waktu tiga bulan atau kurang sejak tanggal penempatannya, dan yang tidak dijaminkan serta tidak dibatasi pencairannya.
Cash and Cash Equivalents Cash consists of cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three (3) months or less from the date of placements, and which are not used as collateral and are not restricted.
- 20 F-140
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) g.
Deposito Berjangka dan Rekening Koran Bank yang Dibatasi Penggunaannya
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) g.
Deposito berjangka yang jatuh temponya kurang dari tiga bulan pada saat penempatan namun dijaminkan, atau dibatasi penggunaannya, dan deposito berjangka yang jatuh temponya lebih dari tiga bulan pada saat penempatannya disajikan sebagai “investasi jangka pendek”. Rekening bank yang dijaminkan atau dibatasi penggunaannya, disajikan sebagai rekening bank yang dibatasi penggunaannya. Deposito berjangka disajikan sebesar nilai nominal. h.
Time Deposits and Restricted Cash in Banks Time deposits with maturities of three months or less from the date of placement which are used as collateral or are restricted, and time deposits with maturities of more than three months from the dates of placement are presented as “short-term investments”. Current bank accounts which are used as collateral or are restricted, are presented as restricted cash in bank. Time deposits are stated at nominal values.
Instrumen Keuangan
h.
Financial Instruments
Pembelian atau penjualan yang reguler atas instrumen keuangan diakui pada tanggal transaksi.
All regular way purchases and sales of financial instruments are recognized on the transaction date.
Instrumen keuangan pada pengakuan awal diukur pada nilai wajarnya, yang merupakan nilai wajar kas yang diserahkan (dalam hal aset keuangan) atau yang diterima (dalam hal liabilitas keuangan). Nilai wajar ditentukan dengan mengacu pada harga transaksi atau harga pasar yang berlaku. Jika harga pasar tidak dapat ditentukan dengan andal, maka nilai wajar dihitung berdasarkan estimasi jumlah seluruh pembayaran atau penerimaan kas masa depan, yang didiskontokan menggunakan suku bunga pasar yang berlaku untuk instrumen sejenis dengan jatuh tempo yang sama atau hampir sama. Pengukuran awal instrumen keuangan termasuk biaya transaksi, kecuali untuk instrumen keuangan yang diukur pada nilai wajar melalui laba rugi.
Financial instruments are recognized initially at fair value, which is the fair value of the consideration given (in case of an asset) or received (in case of a liability). The fair value is determined by reference to the transaction price or other market prices. If such market prices are not reliably determinable, the fair value is estimated as the sum of all future cash payments or receipts, discounted using the prevailing market rates of interest for similar instruments with similar maturities. The initial measurement of financial instruments, except for financial instruments at fair value through profit and loss (FVPL), includes transaction costs.
Biaya transaksi tersebut diamortisasi sepanjang umur instrumen menggunakan metode suku bunga efektif.
Transaction costs are amortized over the terms of the instruments based on the effective interest rate method.
Pengklasifikasian instrumen keuangan dilakukan berdasarkan tujuan perolehan instrumen tersebut dan mempertimbangkan apakah instrumen tersebut memiliki kuotasi harga di pasar aktif.
The classification of the financial instruments depends on the purpose for which the instruments were acquired and whether they are quoted in an active market.
- 21 F-141
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 31 Desember 2015 dan 2014, Grup memiliki instrumen keuangan dalam kategori pinjaman yang diberikan dan piutang, aset keuangan tersedia untuk dijual, liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi dan liabilitas keuangan lain-lain. Oleh karena itu, kebijakan akuntansi terkait dengan instrumen keuangan dalam kategori aset keuangan yang diukur pada nilai wajar melalui laporan laba rugi dan investasi dimiliki hingga jatuh tempo tidak diungkapkan.
As of December 31, 2015 and 2014, the Group has financial instruments under loans and receivables, available for sale (AFS) financial assets, financial liabilities at fair value through profit or loss (FVPL) and other financial liabilities categories. Thus, accounting policies related to financial assets at fair value through profit or loss (FVPL) and held-to-maturity (HTM) investment were not disclosed.
Aset Keuangan
Financial Assets
1.
1.
2.
Pinjaman yang Diberikan dan Piutang
Loans and Receivables
Pinjaman yang diberikan dan piutang adalah aset keuangan non-derivatif dengan pembayaran tetap atau telah ditentukan dan tidak mempunyai kuotasi di pasar aktif, yang selanjutnya diukur pada biaya perolehan diamortisasi menggunakan metode suku bunga efektif, dikurangi cadangan kerugian penurunan nilai.
Loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortized cost using the effective interest rate method, less any allowance for any impairment.
Pada tanggal 31 Desember 2015 dan 2014, kategori ini meliputi kas dan setara kas, piutang usaha, piutang lainlain, rekening bank yang dibatasi penggunaannya dan setoran jaminan dalam akun aset lain-lain yang dimiliki oleh Grup.
As of December 31, 2015 and 2014, the Group’s cash and cash equivalents, trade accounts receivable, other accounts receivable, restricted cash in banks and security deposit included in other assets account are included in this category.
Aset Keuangan Tersedia untuk Dijual
2.
Aset keuangan tersedia untuk dijual merupakan aset yang ditetapkan sebagai tersedia untuk dijual atau tidak diklasifikasikan dalam kategori instrumen keuangan yang lain, dan selanjutnya diukur pada nilai wajar, dengan keuntungan atau kerugian yang belum direalisasi diakui pada bagian ekuitas sampai aset keuangan tersebut dihentikan pengakuannya atau dianggap telah mengalami penurunan nilai, dimana pada saat itu akumulasi keuntungan atau kerugian direklasifikasi ke laba rugi.
AFS Financial Assets AFS financial assets are those which are designated as such or not classified in any of the other categories and are subsequently measured at fair value with unrealized gains or losses recognized in equity until the investment is derecognized, or determined to be impaired, at which time the cumulative gain or loss is reclassified to profit or loss.
- 22 F-142
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 31 Desember 2015 dan 2014, kategori ini meliputi investasi saham PT Nusa Prima Logistik (Catatan 1c) yang dimiliki oleh Grup.
As of December 31, 2015 and 2014, the Group’s investment in shares of stock of PT Nusa Prima Logistik (Note 1c) is included in this category.
Karena nilai wajarnya tidak dapat ditentukan secara andal, maka investasi Grup dalam saham dinyatakan pada biaya perolehan.
In the absence of a reliable basis for determining the fair value, the Group’s investment in the aforementioned shares of stock is carried at cost.
Liabilitas Ekuitas
Keuangan
dan
Instrumen
Financial Liabilities Instruments
and
Equity
Liabilitas keuangan dan instrumen ekuitas Grup diklasifikasikan berdasarkan substansi perjanjian kontraktual serta definisi liabilitas keuangan dan instrumen ekuitas. Kebijakan akuntansi yang diterapkan atas instrumen keuangan tersebut diungkapkan berikut ini.
Financial liabilities and equity instruments of the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and equity instrument. The accounting policies adopted for specific financial instruments are set out below.
Instrumen Ekuitas
Equity Instruments
Instrumen ekuitas adalah setiap kontrak yang memberikan hak residual atas aset suatu entitas setelah dikurangi dengan seluruh liabilitasnya. Instrumen ekuitas dicatat sejumlah hasil yang diterima, setelah dikurangkan dengan biaya penerbitan langsung.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Liabilitas keuangan
Financial Liabilities
1.
1.
Liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi
Financial Liabilities at FVPL
Liabilitas keuangan diklasifikasikan dalam kategori ini apabila liabilitas tersebut merupakan hasil dari aktivitas perdagangan atau transaksi derivatif yang tidak dimaksudkan sebagai lindung nilai, atau jika Grup memilih untuk menetapkan liabilitas keuangan tersebut dalam kategori ini.
Financial liabilities are classified in this category if these result from trading activities or derivative transactions that are not accounted for as accounting hedges, or when the Group elects to designate a financial liability under this category.
Perubahan dalam nilai wajar langsung diakui dalam laporan laba rugi komprehensif konsolidasian.
Changes in fair value are recognized directly in the consolidated statement of comprehensive income.
Pada tanggal 31 Desember 2014, kategori ini termasuk instrumen keuangan derivatif yang dimiliki oleh Grup.
As of December 31, 2014, the Group’s derivative financial instrument is included in this category.
- 23 F-143
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 2.
Liabilitas keuangan lain-lain
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 2.
Other Financial Liabilities
Kategori ini merupakan liabilitas keuangan yang tidak dimiliki untuk diperdagangkan atau pada saat pengakuan awal tidak ditetapkan untuk diukur pada nilai wajar melalui laba rugi.
This category pertains to financial liabilities that are not held for trading or not designated at FVPL upon the inception of the liability.
Instrumen keuangan yang diterbitkan atau komponen dari instrumen keuangan tersebut, yang tidak diklasifikasikan sebagai liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi, diklasifikasikan sebagai liabilitas keuangan lain-lain, jika substansi perjanjian kontraktual mengharuskan Grup untuk menyerahkan kas atau aset keuangan lain kepada pemegang instrumen keuangan, atau jika liabilitas tersebut diselesaikan tidak melalui penukaran kas atau aset keuangan lain atau saham sendiri yang jumlahnya tetap atau telah ditetapkan.
Issued financial instruments or their components, which are not classified as financial liabilities at FVPL are classified as other financial liabilities, where the substance of the contractual arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity shares.
Liabilitas keuangan lain-lain selanjutnya diukur pada biaya perolehan diamortisasi berdasarkan suku bunga efektif.
Other financial liabilities are subsequently carried at amortized cost using the effective interest rate method.
Pada tanggal 31 Desember 2015 dan 2014, kategori ini meliputi utang bank jangka pendek, utang usaha, utang lain-lain pihak ketiga, beban akrual, utang bank jangka panjang, utang pembelian aset tetap, dan utang obligasi yang dimiliki oleh Grup.
As of December 31, 2015 and 2014, the Group’s short-term bank loans, trade accounts payable, other accounts payable-third parties, accrued expenses, long-term bank loans, liability for purchase of property, plant equipment and bonds payable are included in this category.
Instrumen Keuangan Derivatif
Derivative Financial Instruments
Perusahaan menandatangani kontrak option untuk tujuan mengelola risiko perubahan nilai tukar mata uang asing yang berasal dari hutang obligasi Perusahaan dalam mata uang asing. Instrumen keuangan derivatif, yang mana memberikan lindung nilai ekonomi efektif dari risiko nilai tukar mata uang asing yang spesifik berdasarkan tujuan dan kebijakan manajemen risiko keuangan Perusahaan, tidak memenuhi kriteria akuntansi lindung nilai sebagaimana didefinisikan dalam PSAK 55.
The Company enters into and engages in option contract for the purpose of managing its foreign exchange exposures emanating from the Company’s bonds payable denominated in foreign currency. These derivative financial instruments, while providing effective economic hedges of specific foreign exchange risks under the Company’s financial risk management objectives and policies, do not meet the criteria for hedge accounting as provided in PSAK 55.
- 24 F-144
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Keuntungan atau kerugian yang timbul dari perubahan nilai wajar derivatif selama tahun berjalan, yang ditandatangani sebagai lindung nilai ekonomi yang tidak memenuhi persyaratan sebagai akuntansi lindung nilai, diakui langsung pada laporan laba rugi.
Any gains or losses arising from changes in fair value of derivative during the year, which are entered into as economic hedges that do not qualify for hedge accounting, are taken directly to profit or loss.
Saling Hapus Instrumen Keuangan
Offsetting of Financial Instruments
Aset keuangan dan liabilitas keuangan saling hapus dan nilai bersihnya disajikan dalam laporan posisi keuangan konsolidasian jika, dan hanya jika, Grup saat ini memiliki hak yang berkekuatan hukum untuk melakukan saling hapus atas jumlah yang telah diakui tersebut; dan berniat untuk menyelesaikan secara neto atau untuk merealisasikan aset dan menyelesaikan liabilitasnya secara simultan.
Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable right to offset the recognized amounts and there is intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Penurunan Nilai Aset Keuangan
Impairment of Financial Assets
Pada setiap tanggal laporan posisi keuangan, manajemen Grup menelaah apakah suatu aset keuangan atau kelompok aset keuangan telah mengalami penurunan nilai.
The Group’s management assesses at each consolidated statement of financial position date whether a financial asset or group of financial assets is impaired.
1.
1.
Aset keuangan pada biaya perolehan diamortisasi Manajemen pertama-tama menentukan apakah terdapat bukti obyektif mengenai penurunan nilai secara individual atas aset keuangan yang signifikan secara individual, dan secara individual atau kolektif untuk aset keuangan yang jumlahnya tidak signifikan secara individual. Jika manajemen menentukan tidak terdapat bukti obyektif mengenai penurunan nilai atas aset keuangan yang dinilai secara individual, baik aset keuangan tersebut signifikan atau tidak signifikan, maka aset tersebut dimasukkan ke dalam kelompok aset keuangan yang memiliki karakteristik risiko kredit yang sejenis dan menilai penurunan nilai kelompok tersebut secara kolektif. Aset yang penurunan nilainya dinilai secara individual, dan untuk itu kerugian penurunan nilai diakui atau tetap diakui, tidak termasuk dalam penilaian penurunan nilai secara kolektif.
Assets Carried at Amortized Cost
The management first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the management determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss, is or continues to be recognized are not included in a collective assessment of impairment.
- 25 F-145
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
2.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Jika terdapat bukti obyektif bahwa rugi penurunan nilai telah terjadi, maka jumlah kerugian tersebut diukur sebagai selisih antara nilai tercatat aset dengan nilai kini estimasi arus kas masa depan yang didiskonto menggunakan suku bunga efektif awal dari aset tersebut. Nilai tercatat aset tersebut langsung dikurangi dengan penurunan nilai yang terjadi atau menggunakan akun cadangan dan jumlah kerugian yang terjadi diakui dalam laba rugi.
If there is an objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset shall be reduced either directly or through the use of an allowance account. The amount of loss is charged to profit or loss.
Jika, pada tahun berikutnya, jumlah kerugian penurunan nilai berkurang karena suatu peristiwa yang terjadi setelah penurunan nilai tersebut diakui, maka dilakukan penyesuaian atas cadangan kerugian penurunan nilai yang sebelumnya diakui. Pemulihan penurunan nilai selanjutnya diakui dalam laba rugi, dengan ketentuan nilai tercatat aset setelah pemulihan penurunan nilai tidak melampaui biaya perolehan diamortisasi pada tanggal pemulihan tersebut.
If, in a subsequent year, the amount of the impairment loss decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in profit or loss, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date.
Aset keuangan yang dicatat pada biaya perolehan
2.
If there is an objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.
Jika terdapat bukti obyektif bahwa kerugian penurunan nilai telah terjadi atas instrumen ekuitas yang tidak memiliki kuotasi harga di pasar aktif dan tidak diukur pada nilai wajar karena nilai wajarnya tidak dapat diukur secara andal, maka jumlah kerugian penurunan nilai diukur berdasarkan selisih antara nilai tercatat aset keuangan dengan nilai kini dari estimasi arus kas masa depan yang didiskontokan pada tingkat pengembalian yang berlaku di pasar untuk aset keuangan serupa. Penghentian Pengakuan Liabilitas Keuangan 1.
Aset
Assets Carried at Cost
dan
Derecognition of Financial Assets and Liabilities
Aset Keuangan
1.
Financial Assets
Aset keuangan (atau bagian dari kelompok aset keuangan serupa) dihentikan pengakuannya jika:
Financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:
a. Hak kontraktual atas arus kas yang berasal dari aset keuangan tersebut berakhir;
a. the rights to receive cash flows from the asset have expired;
- 26 F-146
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
2.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
b. Grup tetap memiliki hak untuk menerima arus kas dari aset keuangan tersebut, namun juga menanggung liabilitas kontraktual untuk membayar kepada pihak ketiga atas arus kas yang diterima tersebut secara penuh tanpa adanya penundaan yang signifikan berdasarkan suatu kesepakatan; atau
b. the Group retains the right to receive cash flows from the asset, but has assumed a contractual obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or
c. Grup telah mentransfer haknya untuk menerima arus kas dari aset keuangan dan (i) telah mentransfer secara substansial seluruh risiko dan manfaat atas aset keuangan, atau (ii) secara substansial tidak mentransfer atau tidak memiliki seluruh risiko dan manfaat atas aset keuangan, namun telah mentransfer pengendalian atas aset keuangan tersebut.
c. the Group has transferred its rights to receive cash flows from the asset and either (i) has transferred substantially all the risks and rewards of the asset, or (ii) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Liabilitas Keuangan
2.
Liabilitas keuangan dihentikan pengakuannya jika liabilitas keuangan tersebut berakhir, dibatalkan, atau telah kadaluarsa. i.
Financial Liabilities A financial liability is derecognized when the obligation under the contract is discharged, cancelled or has expired.
Pengukuran Nilai Wajar
i.
Fair Value Measurement
Pengukuran nilai wajar didasarkan pada asumsi bahwa transaksi untuk menjual aset atau mengalihkan liabilitas akan terjadi:
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
x
di pasar utama untuk aset atau liabilitas tersebut atau;
x
in the principal market for the asset or liability or;
x
jika tidak terdapat pasar utama, di pasar yang paling menguntungkan untuk aset atau liabilitas tersebut.
x
in the absence of a principal market, in the most advantageous market for the asset or liability
Grup harus memiliki akses ke pasar utama atau pasar yang paling menguntungkan pada tanggal pengukuran.
The Group must have access to the principal or the most advantageous market at the measurement date.
Nilai wajar aset atau liabilitas diukur menggunakan asumsi yang akan digunakan pelaku pasar ketika menentukan harga aset atau liabilitas tersebut, dengan asumsi bahwa pelaku pasar bertindak dalam kepentingan ekonomi terbaiknya.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
- 27 F-147
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pengukuran nilai wajar aset non-keuangan memperhitungkan kemampuan pelaku pasar untuk menghasilkan manfaat ekonomik dengan menggunakan aset dalam penggunaan tertinggi dan terbaiknya, atau dengan menjualnya kepada pelaku pasar lain yang akan menggunakan aset tersebut dalam penggunaan tertinggi dan terbaiknya.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
Ketika Grup menggunakan teknik penilaian, maka Grup memaksimalkan penggunaan input yang dapat diobservasi yang relevan dan meminimalkan penggunaan input yang tidak dapat diobservasi.
When the Group uses valuation techniques, it maximizes the use of relevant observable inputs and minimizing the use of unobservable inputs.
Seluruh aset dan liabilitas yang mana nilai wajar aset atau liabilitas tersebut diukur atau diungkapkan, dikategorikan dalam hirarki nilai wajar sebagai berikut:
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy as follows:
x
x
x
x
Level 1 – harga kuotasian (tanpa penyesuaian) di pasar aktif untuk aset atau liabilitas yang identik; Level 2 – teknik penilaian dimana level input terendah yang signifikan terhadap pengukuran nilai wajar dapat diobservasi, baik secara langsung maupun tidak langsung; Level 3 – teknik penilaian dimana level input terendah yang signifikan terhadap pengukuran nilai wajar tidak dapat diobservasi.
x
x
Untuk aset dan liabilitas yang diukur pada nilai wajar secara berulang dalam laporan keuangan konsolidasian, maka Grup menentukan apakah telah terjadi transfer di antara level hirarki dengan menilai kembali pengkategorian level nilai wajar pada setiap akhir periode pelaporan. j.
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities; Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognized in the consolidated financial statements on a recurring basis, the Group determines whether there are transfers between levels in the hierarchy by reassessing categorization at the end of each reporting period.
Persediaan
j.
Inventories
Persediaan dinyatakan berdasarkan biaya atau nilai realisasi bersih, mana yang lebih rendah (the lower of cost and net realizable value). Biaya persediaan ditentukan berdasarkan metode rata-rata tertimbang.
Inventories are stated at cost or net realizable value, whichever is lower. Cost is determined using the weighted average method.
Cadangan persediaan usang dan cadangan kerugian penurunan nilai persediaan dibentuk untuk menyesuaikan nilai persediaan ke nilai realisasi bersih.
Allowance for inventory obsolescence and decline in value of the inventories are provided to reduce the carrying value of inventories to their net realizable values.
- 28 F-148
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) k.
Hewan Pembibit Turunan
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) k.
Breeding Livestock
Ayam Pembibit Turunan
Breeding Chickens
Ayam pembibit turunan terdiri dari grandparent stock (ayam nenek), yaitu ayam yang menghasilkan telur tetas untuk parent stock (ayam induk), dan parent stock, yaitu ayam yang menghasilkan telur tetas untuk ayam niaga (final stock). Ayam pembibit turunan dapat diklasifikasikan sebagai ayam yang telah menghasilkan dan ayam yang belum menghasilkan.
Breeding livestock (chickens) include grandparent stocks that produce hatchable eggs for parent stocks, and parent stocks that produce hatchable eggs for trade livestock inventories. Breeding livestock can be classified as productive breeding livestock and unproductive breeding livestock.
Ayam yang belum menghasilkan dinilai berdasarkan biaya perolehan ditambah dengan biaya yang terjadi selama masa pertumbuhan. Biaya perolehan ditambah dengan akumulasi biaya yang terjadi selama masa pertumbuhan tersebut akan direklasifikasi ke masa produksi pada saat mencapai usia produksi. Pada umumnya ayam pedaging mencapai masa produksi setelah berumur 25 minggu dan ayam petelur mencapai masa produksi setelah berumur 20 minggu. Ayam yang telah menghasilkan dinilai berdasarkan biaya perolehan pada saat direklasifikasi dari ayam yang belum menghasilkan dan dikurangi dengan biaya amortisasi ayam yang ditentukan berdasarkan standar produksi telur tetas selama masa produktif ayam yang bersangkutan yaitu selama 42 – 52 minggu dengan memperhitungkan nilai sisa.
Unproductive breeding livestock are stated at acquisition cost plus accumulated growing costs. The accumulated costs of unproductive breeding livestock are reclassified to productive breeding livestock at optimal production age. In general, unproductive broiler breeding livestock reach optimal production age after 25 weeks and unproductive layer breeding livestock reach optimal production age after 20 weeks. Productive breeding livestock are stated at cost at the time of reclassification from unproductive breeding livestock and are amortized over the economic egg-laying lives of the breeding livestock (42 – 52 weeks) considering residual value.
Sapi Pembibit Turunan
Breeding Cattles
Sapi pembibit turunan adalah sapi yang dipelihara untuk melahirkan anak. Sapi pembibit turunan dapat diklasifikasikan sebagai sapi yang telah menghasilkan dan sapi yang belum menghasilkan.
Breeding cattles are cattles that are being nurtured for production of calves. Breeding cattles can be classified as productive breeding cattles and unproductive breeding cattles.
Sapi yang belum menghasilkan dinilai berdasarkan biaya perolehan ditambah dengan akumulasi biaya yang terjadi selama masa pertumbuhan tersebut akan diklasifikasi ke masa produksi pada saat mencapai usia melahirkan. Pada umumnya sapi mencapai masa produksi setelah berumur rata-rata 15 bulan. Sapi yang telah menghasilkan dinilai berdasarkan biaya perolehan pada saat direklasifikasi dari sapi yang belum menghasilkan.
Unproductive cattles are stated at acquisition cost plus accumulated growing costs. The accumulated costs of unproductive cattles are reclassified to productive cattles at optimal production age. In general, unproductive cattles livestocks reach the average optimal production age after 15 months. Productive cattle are stated at cost at the time of reclassification from unproductive cattles livestocks and amortized over the economic lives of the cattle livestock considering their residual value.
- 29 F-149
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) l.
Biaya Dibayar Dimuka
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) l.
Biaya dibayar dimuka diamortisasi selama manfaat masing-masing biaya dengan menggunakan metode garis lurus. m.
n.
Prepaid Expenses Prepaid expenses are amortized over their beneficial or contract periods using the straight-line method.
Tanaman
m.
Plantations
Tanaman belum menghasilkan dinyatakan berdasarkan biaya perolehan meliputi biaya pengadaan bibit, penanaman dan pemeliharaan tanaman. Tanaman belum menghasilkan dipindahkan ke tanaman menghasilkan pada saat tanaman mulai berproduksi.
Immature plantations are stated at cost, which includes cost of seeds, planting and cultivation. Immature plantations are transferred to the mature plantations at the time the plantations become productive.
Tanaman menghasilkan dinyatakan berdasarkan biaya perolehan setelah dikurangi akumulasi penyusutan dan penurunan nilai jika ada. Penyusutan dihitung dengan menggunakan metode garis lurus selama dua puluh (20) tahun yang dimulai sejak tanaman mulai berproduksi.
Mature plantations are stated at cost less accumulated depreciation and any impairment in value. Depreciation is computed using the straight-line method over a period of twenty (20) years starting from the time the plantation becomes productive.
Properti Investasi
n.
Investment Properties
Properti investasi diukur sebesar biaya perolehan, termasuk biaya transaksi, setelah dikurangi dengan akumulasi penyusutan dan kerugian penurunan nilai, jika ada. Tanah tidak disusutkan dan dinyatakan berdasarkan biaya perolehan dikurangi akumulasi rugi penurunan nilai, jika ada. Jumlah tercatat termasuk biaya penggantian untuk bagian tertentu dari properti investasi yang telah ada pada saat beban terjadi, jika kriteria pengakuan terpenuhi, dan tidak termasuk biaya perawatan sehari-hari properti investasi.
Investment properties, except land, are measured at cost including transaction costs, less accumulated depreciation and any impairment loss. Land is not depreciated and is stated at cost less any impairment in value. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property.
Properti investasi disusutkan menggunakan metode garis lurus sepanjang estimasi masa manfaatnya selama 4 - 20 tahun.
Investment properties are depreciated over its estimated useful life of 4 - 20 years using the straight-line method.
Properti investasi dihentikan pengakuannya (dikeluarkan dari laporan posisi keuangan konsolidasian) pada saat pelepasan atau ketika properti investasi tersebut tidak digunakan lagi secara permanen dan tidak memiliki manfaat ekonomis di masa depan yang dapat diharapkan pada saat pelepasannya. Keuntungan atau kerugian yang timbul dari penghentian atau pelepasan properti investasi diakui dalam laba rugi dalam tahun terjadinya penghentian atau pelepasan tersebut.
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in profit or loss in the year of retirement or disposal.
- 30 F-150
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Transfer ke properti investasi dilakukan jika, dan hanya jika, terdapat perubahan penggunaan, yang ditunjukkan dengan berakhirnya pemakaian oleh pemilik atau dimulainya sewa operasi ke pihak lain. Transfer dari properti investasi dilakukan jika, dan hanya jika, terdapat perubahan penggunaan, yang ditunjukkan dengan dimulainya penggunaan oleh pemilik atau dimulainya pengembangan untuk dijual. o.
Transfers are made to investment properties when, and only when, there is a change in use, evidenced by ending of owner-occupation or commencement of an operating lease to another party. Transfers are made from investment properties when, and only when, there is a change in use, evidenced by commencement of owneroccupation or commencement of development with a view to sale.
Aset Tetap
o.
Property, Plant and Equipment
Pemilikan Langsung
Direct Acquisition
Pada tahun 2015, Grup telah mengubah kebijakan akuntansi untuk bangunan dan mesin dari metode biaya menjadi metode revaluasi.
In 2015, the Group changed it accounting policy for its buildings and machinery from cost method to revaluation method.
Bangunan dan mesin dinyatakan wajar nilai dikurangi penyusutan kemudian dan penurunan nilai. Peningkatan nilai yang dihasilkan dari revaluasi diakui sebagai "Selisih penilaian kembali nilai aktiva tetap" di bagian ekuitas dalam laporan posisi keuangan dan laporan perubahan ekuitas. Penurunan yang mengimbangi kenaikan sebelumnya aset yang sama dicatat sebagai bagian dari pendapatan komprehensif lain dan semua penurunan dibebankan ke laporan laba rugi.
Buildings and machinery are stated at fair value less subsequent depreciation and any impairment in value. The increment in value resulting from the revaluation is recognized as “Revaluation increment in value of property, plant and equipment” under equity section in the consolidated statement of financial position and consolidated statement of changes in equity. Decreases that offset previous increases of the same asset are recorded as part of other comprehensive income and all other decreases are charged to profit or loss.
Aset tetap, kecuali tanah, bangunan dan mesin dinyatakan berdasarkan biaya perolehan, tetapi tidak termasuk biaya perawatan sehari-hari, dikurangi akumulasi penyusutan dan akumulasi rugi penurunan nilai, jika ada. Tanah tidak disusutkan dan dinyatakan berdasarkan biaya perolehan dikurangi akumulasi rugi penurunan nilai, jika ada.
Property, plant and equipment, except land, buildings and machinery, are carried at cost, excluding day to day servicing, less accumulated depreciation and any impairment in value. Land is not depreciated and is stated at cost less any impairment in value.
Biaya perolehan awal aset tetap meliputi harga perolehan, termasuk bea impor dan pajak pembelian yang tidak boleh dikreditkan dan biaya-biaya yang dapat diatribusikan secara langsung untuk membawa aset ke lokasi dan kondisi yang diinginkan sesuai dengan tujuan penggunaan yang ditetapkan.
The initial cost of property, plant and equipment consists of its purchase price, including import duties and taxes and any directly attributable costs in bringing the property and equipment to its working condition and location for its intended use.
- 31 F-151
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Biaya pengurusan legal hak atas tanah ketika tanah diperoleh pertama kali diakui sebagai bagian dari biaya perolehan tanah, dan biaya ini tidak disusutkan. Biaya pengurusan perpanjangan atau pembaruan legal hak atas tanah diakui sebagai aset takberwujud dan diamortisasi sepanjang umur hukum hak atas tanah.
Initial legal costs incurred to obtain legal rights are recognized as part of the acquisition cost of the land, and these costs are not depreciated. Costs related to renewal of land rights are recognized as intangible assets and amortized during the period of the land rights.
Beban-beban yang timbul setelah aset tetap digunakan, seperti beban perbaikan dan pemeliharaan, dibebankan ke laba rugi pada saat terjadinya. Apabila beban-beban tersebut menimbulkan peningkatan manfaat ekonomis di masa datang dari penggunaan aset tetap tersebut yang dapat melebihi kinerja normalnya, maka beban-beban tersebut dikapitalisasi sebagai tambahan biaya perolehan aset tetap.
Expenditures incurred after the property and equipment have been put into operations, such as repairs and maintenance costs, are normally charged to operations in the year such costs are incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of the property, plant and equipment beyond its originally assessed standard of performance, the expenditures are capitalized as additional costs of property, plant and equipment.
Penyusutan dan amortisasi dihitung berdasarkan metode garis lurus (straightline method) selama masa manfaat aset tetap sebagai berikut:
Depreciation and amortization are computed on a straight-line basis over the property ,plant and equipment’s useful lives as follows: Tahun/Years
Bangunan dan prasarana/Building and site facilities Mesin dan peralatan/Machinery and equipment Peralatan kantor/Office furniture and fixtures Kendaraan/Transportation equipment
4 - 40 5 - 30 2-5 3 - 10
Nilai tercatat aset tetap ditelaah kembali dan dilakukan penurunan nilai apabila terdapat peristiwa atau perubahan kondisi tertentu yang mengindikasikan nilai tercatat tersebut tidak dapat dipulihkan sepenuhnya.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable.
Dalam setiap inspeksi yang signifikan, biaya inspeksi diakui dalam jumlah tercatat aset tetap sebagai suatu penggantian apabila memenuhi kriteria pengakuan. Biaya inspeksi signifikan yang dikapitalisasi tersebut diamortisasi selama periode sampai dengan saat inspeksi signifikan berikutnya.
When each major inspection is performed, its cost is recognized in the carrying amount of the item of property, plant and equipment as a replacement if the recognition criteria are satisfied. Such major inspection is capitalized and amortized over the next major inspection activity.
Jumlah tercatat aset tetap dihentikan pengakuannya pada saat dilepaskan atau tidak ada manfaat ekonomis masa depan yang diharapkan dari penggunaan atau pelepasannya. Keuntungan atau kerugian yang timbul dari penghentian pengakuan aset tetap diakui dalam laba rugi pada tahun terjadinya penghentian pengakuan.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gains or loss arising from de-recognition of property, plant and equipment is included in profit or loss in the year the item is derecognized.
- 32 F-152
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
p.
q.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Nilai residu, umur manfaat, serta metode penyusutan dan amortisasi ditelaah setiap akhir tahun dan dilakukan penyesuaian apabila hasil telaah berbeda dengan estimasi sebelumnya.
The asset’s residual values, if any, useful lives and depreciation and amortization method are reviewed and adjusted if appropriate, at each financial year end.
Aset Tetap Dalam Pembangunan
Construction in Progress
Aset tetap dalam pembangunan merupakan aset tetap dalam tahap konstruksi, yang dinyatakan pada biaya perolehan dan tidak disusutkan. Akumulasi biaya direklasifikasi ke akun aset tetap yang bersangkutan dan disusutkan pada saat konstruksi selesai secara substansial dan aset tersebut telah siap digunakan sesuai tujuannya.
Construction in progress represents property, plant and equipment under construction which is stated at cost and is not depreciated. The accumulated costs are reclassified to the respective property, plant and equipment account and depreciated when the construction is substantially complete and the asset is ready for its intended use.
Aset Takberwujud
p.
Intangible Assets
Goodwill
Goodwill
Goodwill diuji penurunan nilainya setiap tahun dan dicatat sebesar biaya perolehan dikurangi dengan akumulasi penurunan nilai. Penurunan nilai goodwill tidak dapat dipulihkan. Keuntungan atau kerugian yang diakui pada saat pelepasan entitas anak harus memperhitungkan nilai tercatat goodwill dari entitas anak yang dijual tersebut.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill dialokasikan ke UPK untuk tujuan uji penurunan nilai. Alokasi dilakukan ke UPK atau kelompok UPK yang diharapkan akan mendapat manfaat dari kombinasi bisnis yang menimbulkan goodwill tersebut.
Goodwill is allocated to CGU for the purpose of impairment testing. The allocation is made to those CGU or groups of CGU that are expected to benefit from the business combination in which the goodwill arose.
Transaksi Sewa
q.
Penentuan apakah suatu kontrak merupakan atau mengandung unsur sewa adalah berdasarkan substansi kontrak pada tanggal awal sewa, yakni apakah pemenuhan syarat kontrak tergantung pada penggunaan aset tertentu dan kontrak tersebut berisi hak untuk menggunakan aset tersebut.
Lease Transactions The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.
- 33 F-153
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
r.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Perlakuan Akuntansi sebagai Lessee
Accounting Treatment as a Lessee
Sewa pembiayaan, yang mengalihkan secara substansial seluruh risiko dan manfaat yang terkait dengan kepemilikan suatu aset kepada Grup, dikapitalisasi pada awal sewa sebesar nilai wajar aset sewaan atau sebesar nilai kini dari pembayaran sewa minimum, jika nilai kini lebih rendah dari nilai wajar. Pembayaran sewa dipisahkan antara bagian yang merupakan beban keuangan dan bagian yang merupakan pelunasan liabilitas sehingga menghasilkan suatu suku bunga periodik yang konstan atas saldo liabilitas. Beban keuangan dibebankan ke laba rugi tahun berjalan.
Leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest in the remaining balance of the liability. Finance charges are recognized in profit or loss.
Aset sewaan disusutkan sepanjang estimasi umur manfaatnya. Apabila tidak terdapat keyakinan memadai bahwa Grup akan memperoleh hak kepemilikan atas aset tersebut pada akhir masa sewa, maka aset sewaan disusutkan sepanjang estimasi umur manfaat aset atau masa sewa, mana yang lebih pendek. Pembayaran sewa dalam sewa operasi diakui sebagai beban dalam laba rugi dengan dasar garis lurus (straight-line basis) selama masa sewa.
Capitalized leased assets are depreciated over the estimated useful life of the assets except if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, in which case the lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Operating lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term.
Perlakuan Akuntansi sebagai Lessor
Accounting Treatment as a Lessor
Sewa Operasi
Operating Lease
Sewa dimana Grup tetap mempertahankan secara substansial seluruh risiko dan manfaat yang terkait dengan kepemilikan suatu aset diklasifikasikan sebagai sewa operasi. Biaya langsung awal yang dapat diatribusikan secara langsung dengan negosiasi dan pengaturan sewa operasi ditambahkan ke nilai tercatat aset sewaan dan diakui ke laba rugi tahun berjalan selama masa sewa sesuai dengan dasar pengakuan pendapatan sewa.
Leases where the Group retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.
Tanah Belum Dikembangkan
r.
Land for Development
Tanah belum dikembangkan dinyatakan sebesar mana yang lebih rendah biaya perolehan dan nilai realisasi bersih. Nilai realisasi bersih adalah estimasi harga jual dikurangi dengan estimasi biaya penyelesaian lainnya untuk siap dijual.
Land for development is stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.
Biaya perolehan tanah yang belum dikembangkan meliputi biaya praperolehan dan perolehan tanah dipindahkan ke tanah yang sedang dikembangkan pada saat pematangan tanah.
The cost of land for development consists of pre-acquisition and acquisition costs of the land, and other costs related to the acquisition of land.
- 34 F-154
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) s.
Saham Treasuri
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) s.
Pada saat Perusahaan membeli kembali saham Perusahaan (saham treasuri), maka imbalan yang dibayarkan, termasuk biayabiaya transaksi inkremental yang teratribusikan langsung (bersih setelah pajak penghasilan), dikurangkan dari ekuitas yang dapat diatribusikan kepada pemegang saham Perusahaan sampai dengan saham tersebut dibatalkan atau diterbitkan kembali. Jika saham tersebut kemudian diterbitkan kembali, maka setiap imbalan yang diterima, setelah dikurangkan dengan biaya-biaya transaksi inkremental yang teratribusikan langsung dan dampak pajak penghasilan, dibukukan pada ekuitas yang dapat diatribusikan kepada pemegang saham Perusahaan. t.
u.
Treasury Shares Where the Company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental transaction costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such ordinary share are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
Biaya Tangguhan
t.
Deferred Charges
Hak Atas Tanah
Landrights
Biaya yang terjadi sehubungan dengan pengurusan legal hak atas tanah ditangguhkan dan diamortisasi dengan metode garis lurus sepanjang umur hukum hak atas tanah karena umur hukum hak atas tanah lebih pendek dari umur ekonomisnya.
Costs related to the legal processing of landrights were deferred and are being amortized using the straight-line method over the legal term of the landright which is shorter than the economic life of the land.
Biaya Perangkat Lunak
Software Cost
Biaya yang dibayarkan atas layanan piranti lunak komputer ditangguhkan dan diamortisasi menggunakan metode garis lurus selama periode perjanjian.
Costs incurred from the acquisition of computer software and software service fee are deferred and are amortized using the straight-line method over the term of the agreement.
Penurunan Nilai Aset Non-Keuangan
u.
Impairment of Non-Financial Assets
Pada setiap akhir periode pelaporan tahunan, Grup menelaah apakah terdapat indikasi suatu aset mengalami penurunan nilai. Jika terdapat indikasi tersebut atau pada saat uji tahunan penurunan nilai aset perlu dilakukan, maka Grup membuat estimasi jumlah terpulihkan aset tersebut.
The Group assesses at each annual reporting period whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.
Jika nilai tercatat aset lebih besar daripada nilai terpulihkannya, maka aset tersebut dinyatakan mengalami penurunan nilai dan rugi penurunan nilai diakui dalam laba rugi. Dalam menghitung nilai pakai, estimasi arus kas masa depan bersih didiskontokan ke nilai kini dengan menggunakan tingkat diskonto sebelum pajak yang mencerminkan penilaian pasar kini dari nilai waktu uang dan risiko spesifik atas aset.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and impairment losses are recognized in profit or loss. In assessing the value in use, the estimated net future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
- 35 F-155
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Penelaahan dilakukan pada akhir setiap periode pelaporan tahunan untuk mengetahui apakah terdapat indikasi bahwa rugi penurunan nilai aset yang telah diakui dalam periode sebelumnya mungkin tidak ada lagi atau mungkin telah menurun. Jika indikasi dimaksud ditemukan, maka Grup mengestimasi jumlah terpulihkan aset tersebut. Kerugian penurunan nilai yang diakui dalam periode sebelumnya akan dipulihkan apabila nilai tercatat aset tidak melebihi jumlah terpulihkannya maupun nilai tercatat, neto setelah penyusutan, seandainya tidak ada rugi penurunan nilai yang telah diakui untuk aset tersebut pada tahun-tahun sebelumnya. Setelah pemulihan tersebut, penyusutan aset tersebut disesuaikan di periode mendatang untuk mengalokasikan nilai tercatat aset yang direvisi, dikurangi nilai sisanya, dengan dasar yang sistematis selama sisa umur manfaatnya. v.
An assessment is made at each annual reporting period as to whether there is any indication that previously recognized impairment losses recognized for an asset may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss for an asset is reversed in profit or loss to the extent that the carrying amount of the assets does not exceed its recoverable amount nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. After such a reversal, the depreciation charge on the said asset is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Pengakuan Pendapatan dan Beban
v.
Revenue and Expense Recognition
Pendapatan diakui ketika kemungkinan besar manfaat ekonomi masa depan akan mengalir ke Grup dan manfaat ini dapat diukur secara andal.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.
Pendapatan atas penjualan dalam negeri diakui pada saat barang diserahkan kepada pelanggan. Pendapatan atas penjualan ekspor diakui sesuai dengan syarat penjualan (f.o.b. shipping point).
Revenue from domestic sales is recognized when the goods are delivered to the customers. Revenue from export sales is recognized when the goods are shipped (f.o.b. shipping point), in accordance with the terms of sale.
Pendapatan sewa diakui berdasarkan berlalunya waktu dengan metode garis lurus dan pendapatan jasa pelayanan diakui pada saat jasa diserahkan.
Rental revenue is recognized on straight line basis over the term of the lease contract, while service revenue is recognized when services are rendered to the lessees.
Pendapatan diukur dengan nilai wajar imbalan yang diterima atau dapat diterima dari penjualan barang dan jasa dalam kegiatan usaha normal Grup. Pendapatan disajikan bersih setelah dikurangkan pengembalian, rabat dan diskon dan setelah eliminasi penjualan intra Grup.
Revenue is measured as the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of returns, rebates and discounts and after eliminating sales within the Group.
Pendapatan bunga dan beban bunga dari instrumen keuangan diakui dalam laba rugi secara akrual menggunakan metode suku bunga efektif.
Interest income and interest expense for all financial instruments are recognized in profit or loss on accrual basis using the effective interest rate method.
Beban diakui pada saat terjadinya (accrual basis).
Expenses are recognized when incurred (accrual basis).
- 36 F-156
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) w.
x.
Biaya Pinjaman
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) w.
Borrowing Costs
Biaya pinjaman merupakan bunga dan selisih kurs pinjaman yang diterima dalam mata uang asing dan biaya lainnya (amortisasi diskon/premium dari pinjaman diterima) yang terjadi sehubungan dengan peminjaman dana.
Borrowing costs are interest and exchange difference on foreign currency denominated borrowing and other costs (amortization of discount/premiums ob borrowings, etc.) inccured in connection with the borrowing of funds.
Biaya pinjaman diakui sebagai beban pada saat terjadinya.
Borrowing costs are recognized as an expense in the period in which they are incurred.
Imbalan Kerja
x.
Employee Benefits
Liabilitas Imbalan Kerja Jangka Pendek
Short-term Employee Benefits Liability
Imbalan kerja jangka pendek diakui sebesar jumlah yang tak-terdiskonto sebagai liabilitas pada laporan posisi keuangan konsolidasian setelah dikurangi dengan jumlah yang telah dibayar dan sebagai beban dalam laba rugi.
Short-term employee benefits are recognized at its undiscounted amount as a liability after deducting any amount already paid in the consolidated statement of financial position and as an expense in profit or loss.
Liabilitas imbalan kerja jangka panjang
Long-term employee benefits liability
Liabilitas imbalan kerja jangka panjang merupakan manfaat pasti yang dibentuk dengan pendanaan khusus dan didasarkan pada masa kerja dan jumlah penghasilan karyawan pada saat pensiun yang dihitung menggunakan metode Projected Unit Credit. Pengukuran kembali liabilitas imbalan pasti langsung diakui dalam laporan posisi keuangan konsolidasian dan penghasilan komprehensif lain pada periode terjadinya dan tidak akan direklasifikasi ke laba rugi, namun menjadi bagian dari saldo laba. Biaya liabilitas imbalan pasti lainnya terkait dengan program imbalan pasti diakui dalam laba rugi.
Long-term employee benefits liability represents post-employment benefits, unfunded defined-benefit plans which amounts are determined based on years of service and salaries of the employees at the time of pension and calculated using the Projected Unit Credit. reflected Remeasurements are immediately in the consolidated statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur and not to be reclassified to profit or loss but reflected immediately in retained earnings. All other costs related to the defined-benefit plan are recognized in profit or loss.
Liabilitas imbalan kerja jangka panjang yang diakui dalam laporan posisi keuangan konsolidasian mencerminkan nilai kini kewajiban imbalan pasti setelah dikurangkan dengan nilai wajar aset program. Aset (surplus) imbalan kerja jangka panjang yang timbul dari perhitungan tersebut diakui sebesar nilai kini pengembalian kas serta pengurangan iuran masa depan dari program tersebut.
Long-term employee benefits liability recognized in the consolidated statement of financial position represents the present value of the defined benefit obligation reduced by the fair value of plan assets. Any asset (surplus) resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the plan.
- 37 F-157
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) y.
z.
Pajak Penghasilan
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) y.
Pajak Kini
Current Tax
Pajak kini ditentukan berdasarkan laba kena pajak dalam tahun yang bersangkutan yang dihitung berdasarkan tarif pajak yang berlaku.
Current tax expense is determined based on the taxable income for the year computed using prevailing tax rates.
Pajak Tangguhan
Deferred Tax
Pajak tangguhan diakui sebagai liabilitas jika terdapat perbedaan temporer kena pajak yang timbul dari perbedaan antara dasar pengenaan pajak aset dan liabilitas dengan jumlah tercatatnya pada tanggal pelaporan.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Aset pajak tangguhan diakui untuk seluruh perbedaan temporer yang dapat dikurangkan. Aset pajak tangguhan diakui dan direviu pada setiap tanggal pelaporan atau diturunkan jumlah tercatatnya, sepanjang kemungkinan besar laba kena pajak tersedia untuk pemanfaatan perbedaan temporer yang dapat dikurangkan dan rugi fiskal yang dapat dikompensasikan.
Deferred tax assets are recognized for all deductible temporary differences. Deferred tax assets are recognized and reviewed at each reporting date and reduced to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward benefit of unused tax losses can be utilized.
Aset dan liabilitas pajak tangguhan diukur dengan menggunakan tarif pajak yang diharapkan berlaku ketika aset dipulihkan atau liabilitas diselesaikan, berdasarkan tarif pajak (atau peraturan pajak) yang telah berlaku atau secara substantif telah berlaku pada tanggal pelaporan.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (or tax laws) that have been enacted or substantively enacted at the reporting date.
Aset pajak tangguhan dan liabilitas pajak tangguhan saling hapus jika dan hanya jika, terdapat hak yang dipaksakan secara hukum untuk melakukan saling hapus aset pajak kini terhadap liabilitas pajak kini dan pajak tangguhan tersebut terkait dengan entitas kena pajak yang sama dan dikenakan oleh otoritas perpajakan yang sama.
Deferred tax assets and deferred tax liabilities are offset if and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Laba Per Saham
z.
Laba per saham dasar dihitung dengan membagi laba bersih yang dapat diatribusikan kepada pemilik entitas induk dengan jumlah rata-rata tertimbang saham yang beredar pada tahun yang bersangkutan. aa.
Income Tax
Earnings per Share Earnings per share are computed by dividing net income attributable to owners of the Company by the weighted average number of shares outstanding during the year.
Informasi Segmen
aa.
Informasi segmen disusun sesuai dengan kebijakan akuntansi yang dianut dalam penyusunan dan penyajian laporan keuangan konsolidasian.
Segment Information Segment information is prepared using the accounting policies adopted for preparing and presenting the consolidated financial statements.
- 38 F-158
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Segmen operasi diidentifikasi berdasarkan laporan internal komponen-komponen Grup yang secara berkala dilaporkan kepada pengambil keputusan operasional dalam rangka alokasi sumber daya ke dalam segmen dan penilaian kinerja Grup.
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performances.
bb. Peristiwa Setelah Periode Pelaporan
bb. Events after the Reporting Period Post year-end events that provide additional information about the consolidated statement of financial position at the reporting date (adjusting events), if any, are reflected in the consolidated financial statements. Post year-end events that are not adjusting events are disclosed in the notes to consolidated financial statements when material.
Peristiwa-peristiwa yang terjadi setelah periode pelaporan yang menyediakan tambahan informasi mengenai posisi keuangan konsolidasian Grup pada tanggal laporan posisi keuangan konsolidasian (peristiwa penyesuai), jika ada, telah tercermin dalam laporan keuangan konsolidasian. Peristiwa-peristiwa yang terjadi setelah periode pelaporan yang tidak memerlukan penyesuaian (peristiwa nonpenyesuai), apabila jumlahnya material, telah diungkapkan dalam laporan keuangan konsolidasian. 3.
Penggunaan Estimasi, Asumsi Manajemen
Pertimbangan
3.
dan
Management Use of Estimates, Judgments and Assumptions
Dalam penerapan kebijakan akuntansi Grup, pada laporan keuangan konsolidasian, manajemen harus membuat estimasi, pertimbangan, dan asumsi atas nilai tercatat aset dan liabilitas yang tidak tersedia oleh sumbersumber lain. Estimasi dan asumsi tersebut, berdasarkan pengalaman historis dan faktor lain yang dipertimbangkan relevan.
In the application of the Group’s accounting policies to the consolidated financial statements, management is required to make estimates, judgments, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant.
Manajemen berkeyakinan bahwa pengungkapan berikut telah mencakup ikhtisar estimasi, pertimbangan dan asumsi signifikan yang dibuat oleh manajemen, yang berpengaruh terhadap jumlah-jumlah yang dilaporkan serta pengungkapan dalam laporan keuangan konsolidasian.
Management believes that the following represent a summary of the significant estimates, judgments, and assumptions made that affected certain reported amounts and disclosures in the consolidated financial statements.
Pertimbangan
Judgments
Pertimbangan-pertimbangan berikut dibuat oleh manajemen dalam proses penerapan kebijakan akuntansi Grup yang memiliki dampak yang paling signifikan terhadap jumlah-jumlah yang diakui dalam laporan keuangan konsolidasian:
The following judgments are made by management in the process of applying the Group’s accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements:
a.
a.
Konsolidasi Entitas dengan Hak Suara Grup 50% Manajemen menentukan bahwa Grup mengendalikan PT Indojaya Agrinusa (IAG) meskipun Grup hanya memiliki 50% hak suara selama Grup memiliki kekuasaan atas kebijakan operasi dan keuangan IAG.
Consolidation of Entities in which the Group Holds 50% Management considers that the Group controls PT Indojaya Agrinusa (IAG) even though it owns only 50% of the voting rights since it has the power to govern the operating and financial policies of IAG.
- 39 F-159
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) b.
c.
Mata Uang Fungsional
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) b.
Dalam proses penerapan kebijakan akuntansi Grup, manajemen telah membuat pertimbangan untuk menentukan mata uang fungsional entitas anak luar negeri.
In the process of applying the Group’s accounting policies, management has made judgment on the determination of functional currency of the foreign subsidiaries.
Mata uang fungsional Perusahaan dan entitas anak adalah mata uang lingkungan ekonomi utama dimana masing-masing entitas beroperasi. Mata uang tersebut adalah yang paling mempengaruhi harga jual barang dan jasa, dan mata uang dari negara yang kekuatan persaingan dan peraturannya sebagian besar menentukan harga jual barang dan jasa entitas, dan merupakan mata uang yang mana dana dari aktivitas pendanaan dihasilkan.
The functional currency of the Company and its subsidiaries is the currency of the primary economic environment in which each of them operates. It is the currency, among others, that mainly influences sales prices for goods and services, and of the country whose competitive forces and regulations mainly determine the sales prices of its goods and services, and the currency in which funds from financing activities are generated.
Klasifikasi Aset Keuangan dan Liabilitas Keuangan
c.
Grup menentukan klasifikasi aset dan liabilitas tertentu sebagai aset keuangan dan liabilitas keuangan dengan menilai apakah aset dan liabilitas tersebut memenuhi definisi yang ditetapkan dalam PSAK No. 55. Aset keuangan dan liabilitas keuangan dicatat sesuai dengan kebijakan akuntansi Grup sebagaimana diungkapkan dalam Catatan 2. d.
Functional Currency
Classification of Financial Financial Liabilities
Assets
and
The Group determines the classifications of certain assets and liabilities as financial assets and liabilities by judging if they meet the definition set forth in PSAK No. 55. Accordingly, the financial assets and liabilities are accounted for in accordance with the Group’s accounting policies disclosed in Note 2.
Aset Keuangan yang Tidak Memiliki Kuotasi Harga di Pasar Aktif
d.
Grup mengklasifikasikan aset keuangan dengan mengevaluasi, antara lain, apakah aset tersebut memiliki atau tidak memiliki kuotasi harga di pasar yang aktif. Evaluasi tersebut juga mencakup apakah kuotasi harga suatu aset keuangan di pasar yang aktif, merupakan kuotasi harga yang tersedia secara reguler, dan kuotasi harga tersebut mencerminkan transaksi di pasar yang aktual dan terjadi secara reguler dalam suatu transaksi wajar.
Financial Assets Not Quoted in Active Market The Group classifies financial assets by evaluating, among others, whether the asset is quoted or not in an active market. Included in the evaluation on whether a financial asset is quoted in an active market is the determination on whether quoted prices are readily and regularly available, and whether those prices represent actual and regularly occurring market transactions on an arm’s length basis.
- 40 F-160
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) e.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Cadangan Kerugian Penurunan Nilai Aset Keuangan
e. Allowance for Impairment of Financial Assets
Cadangan kerugian penurunan nilai pinjaman yang diberikan dan piutang dipelihara pada jumlah yang menurut manajemen adalah memadai untuk menutup kemungkinan tidak tertagihnya aset keuangan. Pada setiap tanggal laporan posisi keuangan konsolidasian, Grup secara spesifik menelaah apakah telah terdapat bukti obyektif bahwa suatu aset keuangan telah mengalami penurunan nilai (tidak tertagih).
Allowance for impairment losses is maintained at a level considered adequate to provide for potentially uncollectible receivables. The Group assesses specifically at each consolidated statement of financial position date whether there is an objective evidence that a financial asset is impaired (uncollectible).
Penyisihan yang dibentuk adalah berdasarkan pengalaman penagihan masa lalu dan faktor-faktor lainnya yang mungkin mempengaruhi kolektibilitas, antara lain kemungkinan kesulitan likuiditas atau kesulitan keuangan yang signifikan yang dialami oleh debitur atau penundaan pembayaran yang signifikan.
The level of allowance is based on past collection experience and other factors that may affect collectibility such as the probability of insolvency or significant financial difficulties of the debtors or significant delay in payments.
Cadangan yang dibentuk adalah berdasarkan pengalaman penagihan masa lalu dan faktor-faktor lainnya yang mungkin mempengaruhi kolektibilitas, antara lain kemungkinan kesulitan likuiditas atau kesulitan keuangan yang signifikan yang dialami oleh debitur atau penundaan pembayaran yang signifikan.
The level of allowance is based on past collection experience and other factors that may affect collectability such as the probability of insolvency or significant financial difficulties of the debtors or significant delay in payments.
Jika terdapat bukti obyektif penurunan nilai, maka saat dan besaran jumlah yang dapat ditagih diestimasi berdasarkan pengalaman kerugian masa lalu. Cadangan kerugian penurunan nilai dibentuk atas akun-akun yang diidentifikasi secara spesifik telah mengalami penurunan nilai. Akun pinjaman yang diberikan dan piutang dihapusbukukan berdasarkan keputusan manajemen bahwa aset keuangan tersebut tidak dapat ditagih atau direalisasi meskipun segala cara dan tindakan telah dilaksanakan. Suatu evaluasi atas piutang, yang bertujuan untuk mengidentifikasi jumlah cadangan yang harus dibentuk, dilakukan secara berkala sepanjang tahun. Oleh karena itu, saat dan besaran jumlah cadangan kerugian penurunan nilai yang tercatat pada setiap periode dapat berbeda tergantung pada pertimbangan dan estimasi yang digunakan.
If there is an objective evidence of impairment, timing and collectible amounts are estimated based on historical loss data. Allowance is provided on accounts specifically identified as impaired. Loans and receivables written off are based on management’s decisions that the financial assets are uncollectible or cannot be realized in whatsoever actions have been taken. Evaluation of receivables to determine the total allowance to be provided is performed periodically during the year. Therefore, the timing and amount of allowance recorded at each period might differ based on the judgments and estimates that have been used.
- 41 F-161
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Nilai tercatat investasi dimiliki hingga jatuh tempo serta pinjaman diberikan dan piutang Grup pada tanggal 31 Desember 2015 dan 2014 adalah sebagai berikut:
The carrying values of the Group’s available for sale financial asset and loans and receivables as of December 31, 2015 and 2014 are as follows:
31 Desember/December 31 2015 2014 Pinjaman yang diberikan dan piutang Kas dan setara kas Investasi jangka pendek - deposito Piutang usaha Piutang lain-lain - pihak ketiga Rekening bank yang dibatasi penggunaannya Aset lain-lain - jaminan Aset keuangan tersedia untuk dijual Investasi saham Jumlah
901.207 11.283 1.199.675 54.210 2.062 12.210
768.461 11.283 1.242.642 70.137 1.489 11.367
219
219
2.180.866
2.105.598
f. Komitmen Sewa
f.
Loans and receivables Cash and cash equivalents Short-term investments - time deposits Trade accounts receivable Other accounts receivable - third parties Restricted cash in banks Other assets - guarantee deposits AFS financial asset Investment in shares of stock Total
Lease Commitments
Komitmen sewa operasi - Grup sebagai lessee
Operating lease commitments - Group as lessee
Grup telah menandatangani sejumlah perjanjian sewa ruangan. Grup menentukan bahwa sewa tersebut adalah sewa operasi karena Grup tidak menanggung secara signifikan seluruh risiko dan manfaat dari kepemilikan aset-aset tersebut.
The Group has entered into various lease agreements for commercial spaces. The Group has determined that these are operating leases since the Group does not bear substantially all the significant risks and rewards of ownership of the related assets.
Komitmen sewa operasi - Grup sebagai lessor
Operating lease commitments - Group as lessor
Grup telah menandatangani sejumlah perjanjian sewa ruangan. Grup menentukan bahwa sewa tersebut adalah sewa operasi karena Grup menanggung secara signifikan seluruh risiko dan manfaat dari kepemilikan aset-aset tersebut.
The Group has entered into various commercial lease agreements. The Group has determined that it is an operating lease since the Group bears substantially all the significant risks and rewards of ownership of the related assets.
Komitmen sewa pembiayaan - Grup sebagai lessee
Finance lease commitments - Group as Lessee
Grup telah menandatangani sejumlah perjanjian sewa mesin dan peralatan. Grup menentukan bahwa sewa tersebut adalah sewa pembiayaan, karena sewa tersebut memberikan opsi beli pada akhir masa sewa dan Grup menanggung secara signifikan seluruh risiko dan manfaat dari kepemilikan aset-aset tersebut.
The Group has entered into transportation leases. The Group has determined that these are finance leases since it has been granted options to purchase at the end of the lease term and it bears substantially all the significant risks and benefits incidental to the ownership of these properties.
- 42 F-162
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Estimasi dan Asumsi
Estimates and Assumptions
Asumsi utama mengenai masa depan dan sumber utama lain dalam mengestimasi ketidakpastian pada tanggal pelaporan yang mempunyai risiko signifikan yang dapat menyebabkan penyesuaian material terhadap nilai tercatat aset dan liabilitas dalam periode berikutnya diungkapkan di bawah ini. Grup mendasarkan asumsi dan estimasi pada parameter yang tersedia saat laporan keuangan konsolidasian disusun. Kondisi yang ada dan asumsi mengenai perkembangan masa depan dapat berubah karena perubahan situasi pasar yang berada di luar kendali Grup. Perubahan tersebut tercermin dalam asumsi ketika keadaan tersebut terjadi:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are disclosed below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes on circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur:
a.
a.
b.
Nilai Wajar Aset Keuangan dan Liabilitas Keuangan
Fair Value of Financial Assets and Financial Liabilities
Standar Akuntansi Keuangan di Indonesia mensyaratkan pengukuran aset keuangan dan liabilitas keuangan tertentu pada nilai wajarnya, dan penyajian ini mengharuskan penggunaan estimasi. Komponen pengukuran nilai wajar yang signifikan ditentukan berdasarkan bukti-bukti obyektif yang dapat diverifikasi (seperti nilai tukar, suku bunga), sedangkan saat dan besaran perubahan nilai wajar dapat menjadi berbeda karena penggunaan metode penilaian yang berbeda.
Indonesian Financial Accounting Standards require measurement of certain financial assets and liabilities at fair values, and the disclosure requires the use of estimates. Significant component of fair value measurement is determined based on verifiable objective evidence (i.e. foreign exchange rate, interest rate), while timing and amount of changes in fair value might differ due to different valuation method used.
Nilai wajar aset keuangan dan liabilitas keuangan diungkapkan pada Catatan 21.
The fair value of financial assets and financial liabilities are set out in Note 21.
Revaluasi Aset Tetap
b.
Bangunan dan mesin Grup diukur menggunakan model revaluasi dengan perubahan nilai yang diakui dalam laba komprehensif lain (Catatan 11).
Revaluation Equipment
of
Property,
Plant
and
The Group’s buildings and machinery are measured using the revaluation model with changes in value being recognized in other comprehensive income (Note 11).
- 43 F-163
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) c.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Estimasi Masa Manfaat Properti Investasi, Aset Tetap, Tanaman dan Aset tetap yang tidak digunakan
c.
Estimated Useful Lives of Investment Properties, Property, Plant and Equipment, Plantations and Unused Assets
Masa manfaat dari masing-masing properti investasi, aset tetap, tanaman dan aset tetap yang tidak digunakan Grup diestimasi berdasarkan jangka waktu aset tersebut diharapkan tersedia untuk digunakan. Estimasi tersebut didasarkan pada penilaian kolektif berdasarkan bidang usaha yang sama, evaluasi teknis internal dan pengalaman dengan aset sejenis. Estimasi masa manfaat setiap aset ditelaah secara berkala dan diperbarui jika estimasi berbeda dari perkiraan sebelumnya yang disebabkan karena pemakaian, usang secara teknis atau komersial serta keterbatasan hak atau pembatasan lainnya terhadap penggunaan aset. Dengan demikian, hasil operasi di masa mendatang mungkin dapat terpengaruh secara signifikan oleh perubahan dalam jumlah dan waktu terjadinya biaya karena perubahan yang disebabkan oleh faktor-faktor yang disebutkan di atas. Penurunan estimasi masa manfaat ekonomis setiap properti investasi, aset tetap, tanaman dan aset tetap yang tidak digunakan akan menyebabkan kenaikan beban penyusutan dan penurunan nilai tercatat aset tetap.
The useful life of each of the item of the Group’s investment properties, property, plant and equipment, plantations and unused assets are estimated based on the period over which the asset is expected to be available for use. Such estimation is based on a collective assessment of similar business, internal technical evaluation and experience with similar assets. The estimated useful life of each asset is reviewed periodically and updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the asset. It is possible, however, that future results of operations could be materially affected by changes in the amounts and timing of recorded expenses brought about by changes in the factors mentioned above. A reduction in the estimated useful life of any item of investment properties, property, plant and equipment, plantations and unused assets would increase the recorded depreciation and decrease the carrying values of these assets.
Tidak terdapat perubahan dalam estimasi masa manfaat properti investasi, aset tetap, tanaman, aset tetap yang tidak digunakan selama tahun berjalan.
There is no change in the estimated useful lives of investment properties, property, plant and equipment, plantations and unused assets during the year.
Nilai tercatat aset non-keuangan tersebut pada tanggal 31 Desember 2015 dan 2014 adalah sebagai berikut:
The carrying value of these assets as of December 31, 2015 and 2014 are as follows: 31 Desember/December 31 2015 2014
d.
Tanaman Properti investasi Aset tetap Aset tetap yang tidak digunakan
2.433 19.813 6.808.971 142.447
2.397 52.602 6.361.632 21.130
Plantations Investment properties Property, plant and equipment Unused assets
Jumlah
6.973.664
6.437.761
Total
Penurunan Nilai Goodwill Takberwujud Lainnya
dan
Aset
d.
Impairment Intangibles
of
Goodwill
and
Other
Intangible assets, other than goodwill, are reviewed for impairment whenever impairment indicators are present. While for goodwill, impairment testing is required to be performed at least annually irrespective of whether or not there are indications of impairment. Determining the value in use of assets requires the estimation of cash flows expected to be generated from the continued use and ultimate disposition of such assets (CGU) and a suitable discount rate in order to calculate the present value.
Aset takberwujud, selain goodwill, diuji penurunan nilai apabila indikasi penurunan nilai telah terjadi. Untuk goodwill, uji penurunan nilai wajib dilakukan sedikitnya setahun sekali tanpa memperhatikan apakah telah terjadi indikasi penurunan nilai. Penentuan nilai pakai aset takberwujud membutuhkan estimasi arus kas yang diharapkan akan dihasilkan dari pemakaian berkelanjutan dan pelepasan akhir atas aset tersebut (UPK) serta tingkat diskonto yang tepat untuk menghitung nilai kini.
- 44 F-164
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
e.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Manajemen berkeyakinan bahwa asumsiasumsi yang digunakan dalam estimasi nilai pakai dalam laporan keuangan konsolidasian adalah tepat dan wajar, namun demikian, perubahan signifikan dalam asumsi-asumsi tersebut dapat berdampak signifikan pada jumlah nilai terpulihkan dan jumlah kerugian penurunan nilai yang terjadi mungkin berdampak material pada hasil operasi Grup.
While it is believed that the assumptions used in the estimation of the value in use of assets reflected in the consolidated financial statements are appropriate and reasonable, significant changes in this assumption may materially affect the assessment of recoverable values and any resulting impairment loss could have a material adverse impact on the results of the Group’s operations.
Nilai tercatat goodwill, dimana telah diuji penurunan nilai, diungkapkan dalam Catatan 20 atas laporan keuangan konsolidasian.
The carrying value of goodwill, on which impairment analysis was applied, is disclosed in Note 20 to the consolidated financial statements.
Nilai tercatat aset lain – biaya perangkat lunak pada tanggal 31 Desember 2015 dan 2014 masing-masing sebesar Rp 34.841 dan Rp 29.796.
The carrying values of other assets software cost as of December 31, 2015 and 2014 amounted to Rp 34,841 and Rp 29,796, respectively.
Penurunan Nilai Aset Non-Keuangan
e.
Impairment of Non-financial Assets
Penelaahan atas penurunan nilai dilakukan apabila terdapat indikasi penurunan nilai aset tertentu. Penentuan nilai wajar aset membutuhkan estimasi arus kas yang diharapkan akan dihasilkan dari pemakaian berkelanjutan dan pelepasan akhir atas aset tersebut. Perubahan signifikan dalam asumsi-asumsi yang digunakan untuk menentukan nilai wajar dapat berdampak signifikan pada nilai terpulihkan dan jumlah kerugian penurunan nilai yang terjadi mungkin berdampak material pada hasil operasi Grup
Impairment review is performed when certain impairment indicators are present. Determining the fair value of assets requires the estimation of cash flows expected to be generated from the continued use and ultimate disposition of such assets. Any significant changes in the assumptions used in determining the fair value may materially affect the assessment of recoverable values and any resulting impairment loss could have a material impact on results of operations.
Nilai tercatat aset non-keuangan tersebut pada tanggal 31 Desember 2015 dan 2014 adalah sebagai berikut:
The carrying values of these assets as of December 31, 2015 and 2014 are as follows:
31 Desember/December 31 2015 2014 Tanaman Properti investasi Aset tetap Aset tetap yang tidak digunakan
2.433 19.813 6.808.971 142.447
2.397 52.602 6.361.632 21.130
Plantations Investment properties Property, plant and equipment Unused assets
Jumlah
6.973.664
6.437.761
Total
- 45 F-165
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) f.
g.
Imbalan Kerja Jangka Panjang
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) f.
Long-term Employee Benefits
Penentuan liabilitas imbalan kerja jangka panjang dipengaruhi oleh asumsi tertentu yang digunakan oleh aktuaris dalam menghitung jumlah tersebut. Asumsiasumsi tersebut dijelaskan dalam Catatan 29 dan mencakup, antara lain, tingkat kenaikan gaji, dan tingkat diskonto yang ditentukan dengan mengacu pada imbal hasil pasar atas bunga obligasi pemerintah dalam mata uang yang sama dengan mata uang pembayaran imbalan dan memiliki jangka waktu yang mendekati estimasi jangka waktu liabilitas imbalan kerja jangka panjang tersebut. Hasil aktual yang berbeda dengan asumsi Grup dibukukan pada penghasilan komprehensif lain dan dengan demikian, berdampak pada jumlah penghasilan komprehensif lain yang diakui dan liabilitas yang tercatat pada periode-periode mendatang. Manajemen berkeyakinan bahwa asumsi-asumsi yang digunakan adalah tepat dan wajar, namun demikian, perbedaan signifikan pada hasil aktual, atau perubahan signifikan dalam asumsi-asumsi tersebut dapat berdampak signifikan pada jumlah liabilitas imbalan kerja jangka panjang.
The determination of the long-term employee benefits is dependent on the selection of certain assumptions used by actuary in calculating such amounts. Those assumptions are described in Note 29 and include, among others, rate of salary increase, and discount rate which is determined after giving consideration to interest rates of goverment bonds that are denominated in the currency in which the benefits are to be paid and have terms of maturity approximating the terms of the related employee benefits liability. Actual results that differ from the Group’s assumptions are charged to comprehensive income and therefore, generally affect the recognized comprehensive income and recorded obligation in such future periods. While it is believed that the Group’s assumptions are reasonable and appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the amount of long-term employee benefits liability.
Pada tanggal 31 Desember 2015 dan 2014, liabilitas imbalan kerja jangka panjang konsolidasian masing-masing sebesar Rp 925.606 dan Rp 906.964 (Catatan 29).
As of December 31, 2015 and 2014, longterm employee benefits liability amounted to Rp 925,606 and Rp 906,964, respectively (Note 29).
Aset Pajak Tangguhan
g.
Deferred Tax Assets
Aset pajak tangguhan diakui untuk semua perbedaan temporer antara nilai tercatat aset dan liabilitas pada laporan keuangan dengan dasar pengenaan pajak jika kemungkinan besar jumlah laba kena pajak akan memadai untuk pemanfaatan perbedaan temporer yang diakui. Estimasi manajemen yang signifikan diperlukan untuk menentukan jumlah aset pajak tangguhan yang diakui berdasarkan kemungkinan waktu terealisasinya dan jumlah laba kena pajak pada masa mendatang serta strategi perencanaan pajak masa depan.
Deferred tax assets are recognized for all temporary differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective taxes bases to the extent that it is probable that taxable profit will be available against which the temporary differences can be utilized. Significant management estimates are required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
Pada tanggal 31 Desember 2015, dan 2014, saldo aset pajak tangguhan disajikan dalam Catatan 30 atas laporan keuangan konsolidasian.
As of December 31, 2015 and 2014, the deferred tax assets are disclosed in Note 30 to the consolidated financial statements.
- 46 F-166
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 4.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Kas dan Setara Kas
4. 2015
Kas Bank Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Pan Indonesia Tbk PT Bank Central Asia Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank CIMB Niaga Tbk PT Bank Permata Tbk PT Bank Danamon Indonesia Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank OCBC NISP Tbk Lain-lain*) Mata uang asing (Catatan 36) Dolar Amerika Serikat PT Bank Rabobank International Indonesia Tbk PT Bank Danamon Indonesia Tbk Credit Suisse AG Singapore PT Bank DBS Indonesia PT Bank Central Asia Tbk Standard Chartered Bank PT Bank CIMB Niaga Tbk PT Bank ANZ Indonesia PT Bank Ekonomi Raharja Tbk PT Bank Pan Indonesia Tbk Lain-lain*) Dolar Singapura Lain-lain*) Dolar Australia Lain-lain*) Euro Eropa PT Bank CIMB Niaga Tbk Lain-lain*) Jumlah - Kas di bank
Cash and Cash Equivalents 2014
19.115
166.840 89.502 62.823 36.812 31.060 13.447 10.857 10.029 73 2.913
18.135
77.218 25.374 66.440 15.360 41.748 71.514 159.977 16.452 4.076 2.253
139.477 127.204 50.019 16.731 6.240 4.666 4.413 1.002 424 375 699
92.764 98.999 39 52.113 1.432 4.376 6.030 495 1.221 2.625 395
99
118
255
414
2.199 619
3.046 407
778.778
744.886
Deposito berjangka Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Victoria International Tbk Mata uang asing (Catatan 36) Dolar Amerika Serikat Standard Chartered Bank Jumlah - Deposito berjangka
100.000 -
-
3.314 103.314
-
Jumlah
901.207
5.440
5.440 768.461
*) Masing-masing dibawah Rp 1 milyar
Tingkat bunga per tahun deposito berjangka Rupiah Dolar Amerika Serikat
Cash on hand Cash in banks Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Pan Indonesia Tbk PT Bank Central Asia Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank CIMB Niaga Tbk PT Bank Permata Tbk PT Bank Danamon Indonesia Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank OCBC NISP Tbk Others*) Foreign currencies (Note 36) U.S. Dollar PT Bank Rabobank International Indonesia Tbk PT Bank Danamon Indonesia Tbk Credit Suisse AG Singapore PT Bank DBS Indonesia PT Bank Central Asia Tbk Standard Chartered Bank PT Bank CIMB Niaga Tbk PT Bank ANZ Indonesia PT Bank Ekonomi Raharja Tbk PT Bank Pan Indonesia Tbk Others*) Singapore Dollar Others*) Australian Dollar Others*) European Euro PT Bank CIMB Niaga Tbk Others*) Total - Cash in banks Time deposits Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Victoria International Tbk Foreign currency (Note 36) U.S. Dollar Standard Chartered Bank Total - Time deposits Total *) Below Rp 1 billion each
7,50% 0,1 - 0,15%
- 47 F-167
10,50% -
Interest rates per annum on time deposits Rupiah U.S. Dollar
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 5.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Investasi Jangka Pendek
5. 2015
Deposito berjangka Rupiah PT Bank Mandiri (Persero) Tbk Tingkat bunga per tahun deposito berjangka Rupiah
2014
11.283
11.283
5,25%
5,25%
Deposito berjangka milik PT Japfa Comfeed Indonesia Tbk digunakan untuk jaminan utang bank jangka pendek (Catatan 12). 6.
Short-term Investments
6. 2015
Trade Accounts Receivable 2014
a. Berdasarkan Pelanggan
Sub-jumlah Pihak ketiga Pelanggan dalam negeri Pelanggan luar negeri Sub-jumlah Cadangan kerugian penurunan nilai Bersih Jumlah
Interest rates per annum on time deposits Rupiah
The time deposits of the Company are used as collateral for short-term bank loans (Note 12).
Piutang Usaha
Pihak berelasi (Catatan 32) PT So Good Food PT So Good Food Manufacturing PT Greenfields Indonesia PT Austasia Food
Time deposits Rupiah PT Bank Mandiri (Persero) Tbk
a. By Debtor
27.322 19.350 843 138
32.653 13.105 2.084 3
47.653
47.845
1.167.016 12.832
1.181.114 15.990
1.179.848 (27.826)
1.197.104 (2.307)
1.152.022
1.194.797
1.199.675
1.242.642
b. Berdasarkan Umur (Hari)
Related parties (Note 32) PT So Good Food PT So Good Food Manufacturing PT Greenfields Indonesia PT Austasia Food Subtotal Third parties Local debtors Foreign debtors Subtotal Allowance for impairment Net Total b. By Age (Days)
Belum jatuh tempo dan tidak mengalami penurunan nilai Jatuh tempo dan tidak mengalami penurunan nilai 1 s/d 30 hari 31 s/d 60 hari 61 s/d 90 hari 91 s/d 120 hari > 120 hari Jatuh tempo dan mengalami penurunan nilai Jumlah Cadangan kerugian penurunan nilai
883.536
850.593
176.203 43.881 25.045 24.925 46.085 27.826 1.227.501 (27.826)
258.023 46.665 29.261 12.267 45.833 2.307 1.244.949 (2.307)
Past due but not impaired 1 - 30 days 31 - 60 days 61 - 90 days 91 - 120 days More than 120 days Past due and impaired Total Allowance for impairment
Bersih
1.199.675
1.242.642
Net
Rupiah Dolar Amerika Serikat (Catatan 36)
1.214.664 12.584
1.228.666 16.283
Rupiah U.S. Dollar (Note 36)
Jumlah Cadangan kerugian penurunan nilai
1.227.501 (27.826)
1.244.949 (2.307)
Total Allowance for impairment
Bersih
1.199.675
1.242.642
Net
c. Berdasarkan mata uang
Mutasi cadangan kerugian penurunan nilai Saldo awal Pencadangan (Catatan 27) Penghapusan Penurunan nilai Saldo akhir
Not past due and unimpaired
c. By Currency
2.307 27.403 (84) (1.800)
1.683 1.845 (449) (772)
27.826
2.307
- 48 F-168
Changes in allowance for impairment Beginning balance Provision (Note 27) Write-off Unwinding of discount Ending balance
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
7.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Berdasarkan evaluasi manajemen terhadap kolektibilitas saldo masing-masing piutang pada tanggal 31 Desember 2015 dan 2014, manajemen berpendapat bahwa cadangan kerugian penurunan nilai memadai untuk menutup kemungkinan kerugian dari tidak tertagihnya piutang usaha tersebut.
Based on management’s evaluation of the collectibility of the individual receivable account as of December 31, 2015 and 2014, they believe that the allowance for impairment is adequate to cover possible losses from uncollectible accounts.
Manajemen berpendapat bahwa tidak terdapat risiko terkonsentrasi secara signifikan atas piutang kepada pihak ketiga.
Management believes that there are no significant concentrations of credit risk in trade accounts receivable from third parties.
Piutang usaha digunakan sebagai jaminan atas utang bank jangka pendek dan pinjaman jangka panjang (Catatan 12 dan 17).
Trade accounts receivable are used as collateral on short-term bank loans and long-term loans (Notes 12 and 17).
Persediaan
7. 2015
Inventories 2014
Bahan baku Bahan baku dalam perjalanan Barang jadi Persediaan dalam proses Hewan ternak yang tersedia untuk dijual Suku cadang Bahan pembantu Telur tetas Bahan pembungkus Bahan bakar dan pelumas Barang jadi dalam perjalanan Lain-lain
2.304.190 1.345.975 629.887 594.476 413.484 168.425 149.901 116.842 64.843 16.958 11.322 38.672
2.440.820 579.856 561.466 529.104 514.765 131.429 123.279 128.738 56.466 21.342 979 45.538
Raw materials Raw materials in transit Finished goods Inventory in process Available for sale livestock Spareparts Indirect materials Hatchable eggs Packaging materials Fuel and oil Finished goods in transit Others
Jumlah
5.854.975
5.133.782
Total
Manajemen berpendapat bahwa nilai tercatat dari persediaan pada 31 Desember 2015 dan 2014 telah mencerminkan nilai realisasi bersihnya. Dengan demikian, tidak ada penyisihan penurunan nilai persediaan dan persediaan usang.
Management believes that the carrying value of inventories as of December 31, 2015 and 2014 has reflected the net realizable value of these inventories, thus, no allowance for decline in value and obsolescence is necessary.
- 49 F-169
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
8.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 31 Desember 2015, Persediaan telah diasuransikan terhadap risiko kebakaran, pencurian dan risiko lainnya kepada PT Asuransi Allianz Utama Indonesia, PT Asuransi Adira Dinamika, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT Asuransi Umum Mega, PT Ace Jaya Proteksi, PT KSK Insurance Indonesia, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT Asuransi Dayin Mitra, PT Asuransi MAG, PT Tugu Pratama Indonesia, pihak-pihak ketiga dan PT Pan Pacific Indonesia, pihak berelasi (Catatan 32), dengan jumlah pertanggungan sebesar Rp 3.914.155. Sementara pada tanggal 31 Desember 2014, Persediaan telah diasuransikan terhadap risiko kebakaran, pencurian dan risiko lainnya kepada PT Asuransi Wahana Tata, PT Asuransi Multi Artha Guna Tbk, PT Asuransi Allianz Utama Indonesia, PT Asuransi Rama Satria Wibawa, PT Asuransi Sinar Mas, PT Asuransi Himalaya Pelindung, PT Asuransi Adira Dinamika, PT Asuransi Jasa Tania, PT Asuransi Umum Mega, pihak-pihak ketiga dan PT Pan Pacific Indonesia, pihak berelasi (Catatan 32), dengan jumlah pertanggungan sebesar Rp 4.036.582. Manajemen berpendapat bahwa nilai pertanggungan tersebut cukup untuk menutup kemungkinan kerugian aset yang dipertanggungkan.
As of December 31, 2015, inventories are insured with PT Asuransi Allianz Utama Indonesia, PT Asuransi Adira Dinamika, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT Asuransi Umum Mega, PT Ace Jaya Proteksi, PT KSK Insurance Indonesia, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT Asuransi Dayin Mitra, PT Asuransi MAG, PT Tugu Pratama Indonesia, third parties, and PT Pan Pacific Indonesia, a related party (Note 32), against fire, theft and other possible risks for Rp 3,914,155. While as of December 31, 2014, inventories are insured with PT Asuransi Wahana Tata, PT Asuransi Multi Artha Guna Tbk, PT Asuransi Allianz Utama Indonesia, PT Asuransi Rama Satria Wibawa, PT Asuransi Sinar Mas, PT Asuransi Himalaya Pelindung, PT Asuransi Adira Dinamika, PT Asuransi Jasa Tania, PT Asuransi Umum Mega, third parties, and PT Pan Pacific Indonesia, a related party (Note 32), against fire, theft and other possible risks for Rp 4,036,582. Management believes that the insurance coverages are adequate to cover possible losseson the assets insured.
Pada tanggal 31 Desember 2015 dan 2014, persediaan digunakan sebagai jaminan atas utang bank jangka pendek dan pinjaman jangka panjang (Catatan 12 dan 17).
As of December 31, 2015 and 2014, inventories are used as collateral on short-term bank loans and long-term loans (Notes 12 and 17).
Hewan Pembibit Turunan
8.
Ayam Pembibit Turunan
Breeding Chickens 2015
Telah menghasilkan (masa produksi) Saldo awal tahun Reklasifikasi dari ayam belum menghasilkan Amortisasi ayam telah menghasilkan Saldo akhir tahun Belum menghasilkan (masa pertumbuhan) Saldo awal tahun Biaya pertumbuhan selama tahun berjalan Reklasifikasi ke ayam telah menghasilkan Saldo akhir tahun Jumlah
Breeding Livestock
2014
368.733
303.731
886.547 (906.355)
777.327 (712.325)
348.925
368.733
333.939 835.971 (886.547)
233.595 877.671 (777.327)
283.363
333.939
632.288
702.672
- 50 F-170
Productive (production age) Balance at the beginning of the year Reclassifications from unproductive breeding chickens Amortization of productive breeding chickens Balance at the end of the year Unproductive (growth age) Balance at the beginning of the year Growing costs during the year Reclassifications to productive breeding chickens Balance at the end of the year Total
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Sapi Pembibit Turunan
Breeding Cattles 2015
Telah menghasilkan (masa produksi) Saldo awal tahun Pembelian sapi Biaya selama masa produksi tahun berjalan Amortisasi sapi telah menghasilkan Reklasifikasi dari sapi belum menghasilkan Sapi dijual/mati Reklasifikasi biaya dari induk ke anak Selisih penjabaran Laporaan keuangan Saldo akhir tahun Belum menghasilkan (masa pertumbuhan) Saldo awal tahun Pembelian sapi Biaya pertumbuhan selama tahun berjalan Reklasifikasi ke sapi telah menghasilkan Sapi dijual/mati Reklasifikasi biaya dari induk ke anak Selisih penjabaran Laporaan keuangan Saldo akhir tahun Jumlah
2014
216.987 18.735 55.214 (4.209)
253.688 8.295 49.589 (4.325)
36.805 (106.927) (36.876) 1.488
49.001 (81.080) (49.584) (8.597)
181.217
216.987
86.966 27.824 (36.805) (17.051) 36.876 881
82.063 7.698 33.457 (49.001) (34.112) 49.584 (2.723)
98.691
86.966
279.908
303.953
Productive (production age) Balance at the beginning of the year Purchase of cattle Costs in production age during the year Amortization of productive breeding cattle Reclassifications from unproductive breeding cattle Sale/mortality of cattle Reclassifications of costs from parents to calves Translation adjustment Balance at the end of the year Unproductive (growth age) Balance at the beginning of the year Purchase of cattle Growing costs during the year Reclassifications to productive breeding cattle Sale/mortality of cattle Reclassifications of costs from parents to calves Translation adjustment Balance at the end of the year Total
Pada tanggal 31 Desember 2015, hewan pembibit turunan telah diasuransikan kepada PT Asuransi Umum Mega, PT Asuransi Adira Dinamika, PT Asuransi Allianz Utama Indonesia, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT KSK Insurance Indonesia, PT Asuransi Dayin Mitra, PT Asuransi MAG, pihak-pihak ketiga, dan PT Pan Pacific Indonesia, pihak berelasi (Catatan 32), terhadap risiko gempa bumi, kebakaran, kerusuhan dan risiko lainnya dengan jumlah pertanggungan masing-masing sebesar Rp 522.730. Sementara pada tanggal 31 Desember 2014, hewan pembibit turunan telah diasuransikan kepada PT Asuransi Rama Satria Wibawa, PT Asuransi Umum Mega, PT Asuransi Allianz Utama Indonesia, PT Asuransi Himalaya Pelindung, PT Asuransi Sinarmas, PT MAA General Assurance, PT Asuransi Adira Dinamika dan PT Asuransi Jasa Tania, pihak-pihak ketiga, dan PT Pan Pacific Indonesia, pihak berelasi (Catatan 32), terhadap risiko gempa bumi, kebakaran, kerusuhan dan risiko lainnya dengan jumlah pertanggungan sebesar Rp 669.579. Manajemen berpendapat bahwa nilai pertanggungan tersebut cukup untuk menutup kemungkinan kerugian aset yang dipertanggungkan.
As of December 31, 2015, all breeding livestocks are insured with PT Asuransi Umum Mega, PT Asuransi Adira Dinamika, PT Asuransi Allianz Utama Indonesia, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT KSK Insurance Indonesia, PT Asuransi Dayin Mitra, PT Asuransi MAG, third parties, and PT Pan Pacific Indonesia, a related party (Note 32), against earthquake, fire, riot and other possible risks for Rp 522,730. While as of December 31, 2014, all breeding livestocks are insured with PT Asuransi Rama Satria Wibawa, PT Asuransi Umum Mega, PT Asuransi Allianz Utama Indonesia, PT Asuransi Himalaya Pelindung, PT Asuransi Sinarmas, PT MAA General Assurance, PT Asuransi Adira Dinamika and PT Asuransi Jasa Tania, third parties, and PT Pan Pacific Indonesia, a related party (Note 32), against earthquake, fire, riot and other possible risks for Rp 669,579, respectively. Management believes that the insurance coverages are adequate to cover possible losses on the assets insured.
Pada tanggal 31 Desember 2015 dan 2014, hewan pembibit turunan digunakan sebagai jaminan atas pinjaman jangka pendek dan jangka panjang (Catatan 12 dan 17).
As of December 31, 2015 and 2014, breeding livestocks are used as collateral for short-term and long-term loans (Notes 12 and 17).
- 51 F-171
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 9.
Pajak Dibayar Dimuka
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 9.
2015
Prepaid Taxes 2014
Pajak Penghasilan Pasal 28a (Catatan 30) Tahun 2015 Tahun 2014 Tahun 2013 Pajak Pertambahan Nilai
204.130 248.351 15.329 14.000
248.351 176.540 11.439
Income tax Article 28a (Note 30) Year 2015 Year 2014 Year 2013 Value Added Tax
Jumlah
481.810
436.330
Total
Selama tahun 2015 dan 2014, berikut ini restitusi pajak yang diterima berdasarkan ”Surat Ketetapan Pajak Lebih Bayar” dari Kantor Pajak:
During 2015 and 2014, the following tax refunds were received based on “Assessment Letters of Tax Overpayment” from the Tax Service Office: Jumlah Restitusi Pajak/ Amount of Tax Refund 2015 2014
Tahun/ Year Covered
Nama Perusahaan/ Name of Company PT Japfa Comfeed Indonesia Tbk PT Suri Tani Pemuka PT Ciomas Adisatwa PT Austasia Stockfeed PT Indojaya Agrinusa PT Wabin Jayatama
2014 2014 2013 2013 2013 2013
2012 2012 2012
126.198 10.146 8.141 6.086 2.742 319
Jumlah / Total
10.
153.632
Properti Investasi
10.
Per 31 Desember 2015 dan 2014, mutasi properti investasi yang disewakan kepada pihak ketiga adalah sebagai berikut: 1 Januari 2015/ January 1, 2015 Biaya perolehan: Tanah Bangunan dan prasarana
46.163 49.551
Jumlah
95.714
Akumulasi penyusutan dan amortisasi dan penurunan nilai Bangunan dan prasarana
43.112
Nilai Buku
52.602
1 Januari 2014/ January 1, 2014
34.875 4.916 414 40.205
Investment Properties As of December 31, 2015 and 2014, the movement in investment properties which are being leased to third parties to earn rentals are as follows:
Perubahan selama tahun 2015/ Changes during 2015 Penambahan/ Pengurangan/ Reklasifikasi/ Additions Deductions Reclassifications -
31 Desember 2015/ December 31, 2015 Cost: Land Buildings and site facilities
35
(46) (24)
(31.745) (27.349)
14.372 22.213
35
(70)
(59.094)
36.585
Total
16.772
Accumulated depreciation and amortization and impairment in value Buildings and site facilities
19.813
Net Book Value
900
(10)
(27.230)
Perubahan selama tahun 2014/ Changes during 2014 Pengurangan/ Reklasifikasi/ Deductions Reclassifications
Penambahan/ Additions
31 Desember 2014/ December 31, 2014
Biaya perolehan: Tanah Bangunan dan prasarana
41.982 41.172
-
(128) (197)
4.309 8.576
46.163 49.551
Jumlah
83.154
-
(325)
12.885
95.714
Total
43.112
Accumulated depreciation and amortization and impairment in value Buildings and site facilities
52.602
Net Book Value
Akumulasi penyusutan dan amortisasi dan penurunan nilai Bangunan dan prasarana
37.586
Nilai Buku
45.568
807
(164)
- 52 F-172
4.883
Cost: Land Buildings and site facilities
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pendapatan sewa properti investasi yang diakui di laporan laba rugi pada tahun 2015 dan 2014 adalah masing-masing sebesar Rp 475 dan Rp 602 yang dilaporkan sebagai bagian dari “lain-lain - bersih” pada laporan laba rugi komprehensif konsolidasian.
Rental income from the investment properties recognized in 2015 and 2014 amounted to Rp 475 and Rp 602, respectively, which are reported as part of “Others - net” in the consolidated statements of profit or loss and other comprehensive income.
Pada tahun 2015 dan 2014, beban depresiasi masing-masing sebesar Rp 900 dan Rp 807, yang tercatat pada beban umum dan administrasi (Catatan 27)
In 2015 and 2014, depreciation expense amounting to Rp 900 and Rp 807, respectively, was recognized in general and administrative expenses (Note 27).
Pada tahun 2015 properti investasi dengan nilai tercatat sebesar Rp 31.864 direklasifikasi ke aset tetap sedangkan pada tanggal 31 Desember 2014 aset tetap dengan nilai tercatat sebesar Rp 8.002 direklasifikasi ke properti investasi (Catatan 11). Reklasifikasi tersebut disebabkan terjadinya perubahan manajemen yang dimaksud dan tujuan aset tersebut.
In 2015 investment properties with carrying value totaling to Rp 31,864 were reclassified to property, plant and equipment, while as of December 31, 2014, property, plant and equipment with carrying value of Rp 8,002 were reclassified to investment properties (Note 11). The reclassifications are due to change in management’s intended use and purpose of these assets.
Pada tanggal 31 Desember 2015, Bangunan telah diasuransikan kepada PT Zurich Insurance Indonesia, PT Asuransi Allianz Utama Indonesia, PT Asuransi Adira Dinamika, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT Asuransi Umum Mega, PT Ace Jaya Proteksi, PT KSK Insurance Indonesia, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT Asuransi Dayin Mitra, PT Asuransi MAG, PT Tugu Pratama Indonesia, PT AIG Insurance Indonesia, pihak-pihak ketiga, dan PT Pan Pacific Insurance, pihak berelasi (Catatan 32), terhadap risiko kebakaran, pencurian dan risiko lainnya dengan jumlah pertanggungan sebesar Rp 15.211. Sedangkan pada tanggal 31 Desember 2014, Bangunan telah diasuransikan kepada PT Asuransi Allianz Utama Indonesia, PT Asuransi Rama Satria Wibawa, PT Asuransi Sinar Mas, PT Asuransi Himalaya Pelindung, PT Asuransi Adira Dinamika, PT Asuransi Jasa Tania, PT Asuransi Umum Mega, PT Asuransi Wahana Tata, PT Asuransi Multi Artha Guna Tbk, PT Tugu Pratama Indonesia, PT KSK Insurance, PT AIG Insurance Indonesia, PT Zurich Insurance Indonesia, PT Asuransi Dayin Mitra Tbk, PT Jaya Proteksi Takaful dan PT Asuransi Indra Pura, pihak-pihak ketiga, dan PT Pan Pacific Insurance, pihak berelasi (Catatan 32), terhadap risiko kebakaran, pencurian dan risiko lainnya dengan jumlah pertanggungan sebesar Rp 15.080. Manajemen berpendapat bahwa nilai pertanggungan tersebut cukup untuk menutup kemungkinan kerugian atas aset yang dipertanggungkan.
As of December 31, 2015, building and site facilities, are insured with PT Zurich Insurance Indonesia, PT Asuransi Allianz Utama Indonesia, PT Asuransi Adira Dinamika, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT Asuransi Umum Mega, PT Ace Jaya Proteksi, PT KSK Insurance Indonesia, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT Asuransi Dayin Mitra, PT Asuransi MAG, PT Tugu Pratama Indonesia, PT AIG Insurance Indonesia, third parties, and PT Pan Pacific Insurance, a related party (Note 32), against fire, theft and other possible risks for Rp 15,211. While as of December 31, 2014, building and site facilities, are insured with PT Asuransi Allianz Utama Indonesia, PT Asuransi Rama Satria Wibawa, PT Asuransi Sinar Mas, PT Asuransi Himalaya Pelindung, PT Asuransi Adira Dinamika, PT Asuransi Jasa Tania, PT Asuransi Umum Mega, PT Asuransi Wahana Tata, PT Asuransi Multi Artha Guna Tbk, PT Tugu Pratama Indonesia, PT KSK Insurance, PT AIG Insurance Indonesia, PT Zurich Insurance Indonesia, PT Asuransi Dayin Mitra Tbk, PT Jaya Proteksi Takaful and PT Asuransi Indra Pura, third parties, and PT Pan Pacific Insurance, a related party (Note 32), against fire, theft and other possible risks for Rp 15,080. Management believes that the insurance coverages are adequate to cover possible losses on the assets insured.
Manajemen berpendapat bahwa tidak terdapat penurunan nilai atas properti investasi pada tanggal 31 Desember 2015 dan 2014.
As of December 31, 2015 and 2014, management believes that there is no further impairment in values of the aforementioned investment properties.
- 53 F-173
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 11.
Aset Tetap
Biaya perolehan: Pemilikan langsung Tanah Bangunan dan prasarana Mesin dan perlengkapan Peralatan kantor Kendaraan Aset dalam penyelesaian Bangunan dan prasarana Mesin dan perlengkapan Peralatan Kantor Kendaraan Aset sewaan Kendaraan Jumlah
11. Selisih kurs penjabaran/ Translation adjustment
1.707.913 2.539.379 2.852.547 694.857 679.612
(2.894) (3.697) (4.056) 30 6.787
90.323 248.708 200.357 62.573 25.872
-
222.790 217.919 10.943 8.433
361.388 348.388 3.048 17.335 9.204.467
742.669 1.291.236 402.279 398.127
Jumlah
2.842.835
Nilai Buku
6.361.632
8.524
-
803
(3.829)
139.961 241.246 96.118 80.970
951
560.690
2.395
1 Januari 2014/ January 1, 2014
Selisih kurs penjabaran/ Translation adjustment
1.509.542 2.119.387 2.406.187 564.673 580.700
(12.348) (5.072) 3.902 (8) 853
250.304 213.410 1.153 30.633
1.088.720
(7) (11) 9 959 -
-
(4.616) (9.760) (15.468) (5.746) (7.854) (43.443)
(5.421) (14.409) (4.675) (6.219)
218.721 25.982 30.008 132.624 54.583
1.738.676 3.196.621 3.483.193 768.274 720.290
(422.863) (451.452) (10.943) (11.479)
161.315 114.855 2
(4.394)
13.744
(48.945)
10.196.970
26.796 (12.651) 140 2.862
-
(2.899)
(30.724)
14.247
903.998 1.505.411 493.872 476.699 8.019
Cost: Direct acquisitions Land Buildings and site facilities Machinery and equipment Office furniture and fixtures Transportation equipment Constructions in progress Buildings and site facilities Machinery and equipment Office furniture and fixtures Transportation equipment Leased assets Transportation equipment Total Accumulated depreciation: Direct acquisitions Buildings and site facilities Machinery and equipment Office furniture and fixtures Transportation equipment Leased assets Transportation equipment
3.387.999
Total
6.808.971
Net Book Value
31 Desember 2014/ December 31, 2014
(5.178) 407.653 415.253 9.634 52.957
1.707.913 2.539.379 2.852.547 694.857 679.612
-
(424.242) (421.289) (7.071) (36.340)
361.388 348.388 3.048
-
Cost: Direct acquisitions Land Buildings and site facilities Machinery and equipment Office furniture and fixtures Transportation equipment Constructions in progress Buildings and site facilities Machinery and equipment Office furniture and fixtures Transportation equipment Leased assets Transportation equipment
(14.970)
17.335
Jumlah
7.675.989
(12.673)
1.600.489
(35.745)
(23.593)
9.204.467
Total
Akumulasi penyusutan: Pemilikan langsung Bangunan dan prasarana Mesin dan perlengkapan Peralatan kantor Kendaraan Aset sewaan Kendaraan
632.773 1.106.971 328.131 319.494
(25) (32) 182
117.407 193.255 78.410 74.727
(2.017) (1.720) (4.094) (8.170)
(5.469) (7.238) (168) 11.894
742.669 1.291.236 402.279 398.127
Accumulated depreciation: Direct acquisitions Buildings and site facilities Machinery and equipment Office furniture and fixtures Transportation equipment Leased assets Transportation equipment
Jumlah
2.403.858
125
467.765
Nilai Buku
5.272.131
16.489
1.672
(2.824) (8.571) (2.803) (12.066) (9.481)
31 Desember 2015/ December 31, 2015
(52.050) 421.992 449.812 16.559 15.873
Perubahan selama tahun 2014/ Changes during 2014 Penambahan/ Pengurangan/ Reklasifikasi/ Additions Deductions Reclassifications
535.326 556.267 7.071 38.235
-
Property, Plant and Equipment
Perubahan selama tahun 2015/ Changes during 2015 Penambahan/ Pengurangan/ Reklasifikasi/ Additions Deductions Reclassifications
1 Januari 2015/ January 1, 2015
Akumulasi penyusutan: Pemilikan langsung Bangunan dan prasarana Mesin dan perlengkapan Peralatan kantor Kendaraan Aset sewaan Kendaraan
Biaya perolehan: Pemilikan langsung Tanah Bangunan dan prasarana Mesin dan perlengkapan Peralatan kantor Kendaraan Aset dalam penyelesaian Bangunan dan prasarana Mesin dan perlengkapan Peralatan Kantor Kendaraan Aset sewaan Kendaraan
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
-
-
3.966
- 54 F-174
(16.001)
(11.931)
8.524
(12.912)
2.842.835
Total
6.361.632
Net Book Value
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Beban penyusutan dialokasikan sebagai berikut:
Depreciation expense was allocated to the following:
2015 Pemilikan langsung Harga pokok penjualan Beban usaha (Catatan 27) Aset sewaan Harga pokok penjualan Beban usaha (Catatan 27) Entitas anak yang diakuisisi pada tahun 2015 Jumlah
2014
458.766 99.513
372.240 91.559
2.395 16 560.690
953 3.013 467.765
Direct acquisitions Cost of goods sold Operating expenses (Note 27) Leased assets Cost of goods sold Operating expenses (Note 27) Newly acquired subsidiary in 2015 Total
Pada 2015, penanmbahan asset tetap termasuk selisih penilaian kembali nilai bangunan dan mesin sebesar Rp 376.357. Pada tanggal 31 Desember 2015, bangunan dan mesin memiliki jumlah merevaluasi total Rp 4.270.406.
In 2015, additions to property, plant and equipment include the revaluation increment in value of buildings and machinery amounting to Rp 376,357. As of December 31, 2015, the buildings and machinery has a total revalued amount of Rp 4,270,406.
Grup melakukan revaluasi untuk tujuan pajak atas bangunan dan mesin berdasarkan estimasi waktu penyelesaian laporan penilai dari KJPP Nanang Rahayu dan Rekan, penilai independen, dimana Management telah terlibat untuk melakukan penilaian kembali bangunan dan mesin yang pada tanggal penyelesaian laporan keuangan konsolidasian, masih dalam proses. Revaluasi bangunan dan mesin dengan nilai buku fiskal sebelum penilaian kembali sebesar Rp 3.355.795 memperoleh keuntungan revaluasi sebesar Rp 376.357. Pembayaran pajak final atas keuntungan revaluasi sebesar Rp 25.088 dicatat sebagai pengurang "Revaluasi peningkatan nilai aset tetap".
The Group performed revaluation for tax purposes over buildings and machinery based on its estimate while waiting for the completion of the appraisal report of KJPP Nanang Rahayu dan Rekan, independent valuers, which the Group has engaged to perform the revaluation of buildings and machinery which as of the completion date of the consolidated financial statements is still in process. The revaluation of the buildings and machinery with fiscal book value before revaluation amounting to Rp 3,355,795 resulted in gain on revaluation amounting to Rp 376,357. The payment of final tax over the gain on revaluation amounting to Rp 25,088 was recorded as a deduction from “Revaluation increment in value of property, plant and equipment”.
Revaluasi bangunan dan mesin untuk tujuan pajak adalah sesuai dengan Peraturan Menteri Keuangan (PMK No. 191/ PMK.010/2015, tanggal 15 Oktober 2015, sebagaimana telah diubah dengan PMK Nomor 233/PMK.03/2015, tanggal 21 Desember 2015).
Revaluation of bulidings and machinery for tax purposes is in accordance with the Finance Minister Regulation (PMK No. 191/PMK.010/2015, dated October 15, 2015, as amended by PMK No. 233/PMK.03/2015, dated December 21, 2015).
Pengurangan selama tahun 2015 dan 2014 merupakan penjualan dan penghapusan aset tetap. Nilai buku aset tetap yang dihapus masingmasing di tahun 2015 dan 2014 sebesar Rp 5.642 dan Rp 3.262 yang dicatat sebagai beban lain-lain. Adapun perincian penjualan aset tetap adalah sebagai berikut:
Deductions in 2015 and 2014 represent sales and write off of property, plant and equipment. Property, plant and equipment with net book value amounting to Rp 5,642 and Rp 3,262 in 2015 and 2014, respectively, have been disposed and charged to other expenses. The details of sale of property, plant and equipment are as follows:
2015 Harga jual Nilai buku Keuntungan atas penjualan
2014
13.218 7.073
20.750 16.482
6.145
4.268
- 55 F-175
Selling price Net book value Gain on sale
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Grup memiliki beberapa bidang tanah yang terletak di Jakarta, Bogor, Tangerang, Serang, Lampung, Surabaya, Sidoarjo, Cirebon, Karo (Sumatera Utara), Tanah Laut (Kalimantan Selatan), Banyuwangi, Singaraja, Probolinggo, Situbondo, Semarang, Malang, Purwakarta, Subang, Pasuruan, Mojokerto, Tabanan (Bali), Maros (Ujung Pandang), Kampar (Riau), Palembang, Manado, Samarinda dan Kalimantan dengan hak legal berupa Hak Guna Bangunan dan Hak Guna Usaha yang berjangka waktu 20 tahun sampai 35 tahun yang akan jatuh tempo antara tahun 2031 dan 2040. Manajemen berpendapat tidak terdapat masalah dengan perpanjangan hak atas tanah karena seluruh tanah diperoleh secara sah dan didukung dengan bukti pemilikan yang memadai.
The Group owns several parcels of land located in Jakarta, Bogor, Tangerang, Serang, Lampung, Surabaya, Sidoarjo, Cirebon, Karo (North Sumatra), Tanah Laut (South Kalimantan), Banyuwangi, Singaraja, Probolinggo, Situbondo, Semarang, Malang, Purwakarta, Subang, Pasuruan, Mojokerto, Tabanan (Bali), Maros (Ujung Pandang), Kampar (Riau), Palembang, Manado, Samarinda and Kalimantan with Building Use Rights (Hak Guna Bangunan or HGB) for periods of 20 to 35 years until 2031 to 2040. Management believes that it is probable to extend the term of the landrights upon expiration since all the land were acquired legally and supported by sufficient evidence of ownership.
2,52% dan 2,66% dari tanah yang dimiliki Grup masing-masing pada 31 Desember 2015 dan 2014 masih atas nama pihak ketiga.
The titles to land representing 2.52% and 2.66% of the total land area owned by the Group as of December 31, 2015 and 2014, respectively, are still under the names of third parties.
Aset tetap Grup senilai Rp 2.759.962 dan AUD 22 juta (ekuivalen Rp 221.408) pada 31 Desember 2015 dan Rp 3.163.873 pada 31 Desember 2014 masing-masing digunakan sebagai jaminan atas utang bank jangka pendek, pinjaman jangka panjang dan utang sewa pembiayaan (Catatan 12, 17 dan 18).
Certain property, plant and equipment of the Group with carrying amount of Rp 2,759,962 and AUD 22 million (equivalent to Rp 221,408) as of December 31, 2015 and Rp 3,163,873 as of December 31, 2014, are used as collateral on short-term bank loans, long-term loans and lease liabilities (Notes 12, 17 and 18).
Aset tetap Grup yang diklasifikasikan sebagai aset yang tidak digunakan yaitu:
Unused property, plant and equipment of the Group which were reclassified to unused assets are as follows:
2015 Biaya perolehan Tanah Bangunan dan prasarana Mesin dan perlengkapan
2014
110.936 26.926 5.422
5.869 12.280 3.818
Jumlah Dikurangi akumulasi penyusutan dan penurunan nilai
143.284
21.967
Nilai Buku
142.447
(837)
(837) 21.130
Cost Land Buildings and site facilities Machinery and equipment Total Less accumulated depreciation and impairment in value Net Book Value
Tanah, bangunan, mesin dan perlengkapan dengan harga perolehan di tahun 2015 sebesar Rp 109,070 dan di tahun 2014 sebesar Rp 2.987 direklasifikasi dari aset tetap ke aset tetap tidak digunakan.
Land, buildings, machinery and equipment with an acquisition cost in 2015 amounting to Rp 109,070 and in 2014 amounting to Rp 2,987 were reclassified from property, plant and equipment to unused assets.
Di tahun 2014, mesin dan perlengkapan dengan harga perolehan Rp 601 di reklasifikasi ke aset tetap. Selain itu, Perusahaan memperoleh bangunan tetapi belum digunakan untuk operasi sebesar Rp 10.615. Selanjutnya, tanah dengan harga perolehan sebesar Rp 201 di jual sebesar Rp 247.
In 2014, machinery and equipment with cost of Rp 601 were reclassified to property, plant and equipment. In addition, the Company acquired a building but not yet used in the operation costing Rp 10,615. Furthermore, land with cost of Rp 201 was sold for Rp 247.
- 56 F-176
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Aset dalam penyelesaian merupakan bangunan dan prasarana serta mesin dan perlengkapan serta kendaraan yang sedang dibangun oleh Grup, yang diperkirakan akan selesai tahun 2016. Pada tanggal 31 Desember 2015, tingkat penyelesaian aset dalam penyelesaian tersebut rata-rata sekitar 5% - 98%.
Constructions in progress include buildings and improvements as well as machinery and equipment and vehicles being constructed by the Group, which are estimated to be completed in 2016. As of December 31, 2015, the percentage of completion of constructions in progress ranges from 5% - 98%.
Pada tanggal 31 Desember 2015 seluruh aset tetap kecuali tanah telah diasuransikan kepada PT Zurich Insurance Indonesia, PT Asuransi Allianz Utama Indonesia, PT Asuransi Adira Dinamika, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT Asuransi Umum Mega, PT Ace Jaya Proteksi, PT KSK Insurance Indonesia, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT Asuransi Dayin Mitra, PT Asuransi MAG, PT Tugu Pratama Indonesia, PT AIG Insurance Indonesia, pihak-pihak ketiga, dan PT Pan Pacific Insurance, pihak berelasi (Catatan 32), terhadap risiko kebakaran, pencurian dan risiko lainnya dengan jumlah pertanggungan sebesar Rp 7.811 milyar, US$ 7.702 (dalam Dolar penuh). Sedangkan tanggal 31 Desember 2014 seluruh aset tetap kecuali tanah telah diasuransikan kepada PT Asuransi Allianz Utama Indonesia, PT Asuransi Rama Satria Wibawa, PT Asuransi Sinar Mas, PT Asuransi Himalaya Pelindung, PT Asuransi Adira Dinamika, PT Asuransi Jasa Tania, PT Asuransi Umum Mega, PT Asuransi Wahana Tata, PT Asuransi Multi Artha Guna Tbk, PT Tugu Pratama Indonesia, PT Asuransi Umum Mega, PT KSK Insurance, PT AIG Insurance Indonesia, PT Zurich Insurance Indonesia, PT Asuransi Dayin Mitra Tbk, PT Jaya Proteksi Takaful dan PT Asuransi Indra Pura, pihak-pihak ketiga, dan PT Pan Pacific Insurance, pihak berelasi (Catatan 32), terhadap risiko kebakaran, pencurian dan risiko lainnya dengan jumlah pertanggungan sebesar Rp 5.695 milyar, US$ 8.498.526,62 (dalam Dolar penuh). Manajemen berpendapat bahwa nilai pertanggungan tersebut cukup untuk menutup kemungkinan kerugian atas aset yang dipertanggungkan.
As of December 31, 2015 property, plant and equipment, except for land, are insured with PT Zurich Insurance Indonesia, PT Asuransi Allianz Utama Indonesia, PT Asuransi Adira Dinamika, PT Asuransi Sinar Mas, PT Lippo General Insurance Tbk, PT Asuransi Umum Mega, PT Ace Jaya Proteksi, PT KSK Insurance Indonesia, PT China Taiping Insurance Indonesia, PT Asuransi Central Asia, PT Asuransi Dayin Mitra, PT Asuransi MAG, PT Tugu Pratama Indonesia, PT AIG Insurance Indonesia, third parties, and PT Pan Pacific Insurance, a related party (Note 32), against fire, theft and other possible risks for Rp 7,811 billion, US$ 7,702 (in full Dollar), while as of December 31, 2014 property, plant and equipment, except for land, are insured with PT Asuransi Allianz Utama Indonesia, PT Asuransi Rama Satria Wibawa, PT Asuransi Sinar Mas, PT Asuransi Himalaya Pelindung, PT Asuransi Adira Dinamika, PT Asuransi Jasa Tania, PT Asuransi Umum Mega, PT Asuransi Wahana Tata, PT Asuransi Multi Artha Guna Tbk, PT Tugu Pratama Indonesia, PT Asuransi Umum Mega, PT KSK Insurance, PT AIG Insurance Indonesia, PT Zurich Insurance Indonesia, PT Asuransi Dayin Mitra Tbk, PT Jaya Proteksi Takaful dan PT Asuransi Indra Pura, third parties, and PT Pan Pacific Insurance, a related party (Note 32), against fire, theft and other possible risks for Rp 5,695 billion, US$ 8,498,526.62 (in full Dollar). Management believes that the insurance coverages are adequate to cover possible losses on the assets insured.
Manajemen berpendapat bahwa tidak terdapat penurunan nilai atas aset tetap pada tanggal 31 Desember 2015 dan 2014.
As of December 31, 2015 and 2014, management believes that there is no impairment in value of the aforementioned property, plant and equipment.
- 57 F-177
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 12.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Utang Bank Jangka Pendek
12. Short-term Bank Loans 2015
Rupiah PT Bank Central Asia Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Mandiri (Persero) Tbk PT Bank Pan Indonesia Tbk PT Bank CIMB Niaga Tbk PT Bank Maybank Indonesia Tbk PT Bank ICBC Indonesia Mata uang asing Dolar Amerika Serikat (Catatan 36) PT Bank Ekonomi Raharja Tbk (US$ 6.717.060 tahun 2015 dan US$ 5.978.407 tahun 2014) PT Bank Rakyat Indonesia (Persero) Tbk (US$ 1.203.000 tahun 2015 dan 2014) Dolar Australia (Catatan 36) National Australia Bank Ltd (AUD 601.299 tahun 2015 dan AUD 1.090.075 tahun 2014) Jumlah Tingkat bunga per tahun Rupiah Dolar Amerika Serikat Dolar Australia
2014
601.772 569.330 493.227 82.680 838 -
723.558 380.039 559.440 31.699 296.278 100.000 21.401
92.662
74.371
16.595
14.965
6.052
11.139
1.863.156
2.212.890
10,25% - 12,25% 5,75% - 6,00% 6,05%
9,85% - 13,00% 6,00% 6,38% - 6,58%
Rupiah PT Bank Central Asia Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Mandiri (Persero) Tbk PT Bank Pan Indonesia Tbk PT Bank CIMB Niaga Tbk PT Bank Maybank Indonesia Tbk PT Bank ICBC Indonesia Foreign currency U.S.Dollar (Note 36) PT Bank Ekonomi Raharja Tbk (US$ 6,717,060 in 2015 and US$ 5,978,407 in 2014) PT Bank Rakyat Indonesia (Persero) Tbk (US$ 1,203,000 in 2015 and 2014) Australian Dollar (Note 36) National Australia Bank Ltd (AUD 601,299 in 2015 and AUD 1,090,075 in 2014) Total Interest rates per annum Rupiah U.S. Dollar Australian Dollar
PT Bank Central Asia Tbk (BCA)
PT Bank Central Asia Tbk (BCA)
Pada tanggal 20 November 2010, Perusahaan memperoleh pinjaman dari BCA berupa fasilitas Kredit Modal Kerja (KMK) dengan jumlah maksimum sebesar Rp 250 milyar dan dengan jangka waktu 12 bulan. Pada bulan Desember 2010, fasilitas ini meningkat menjadi Rp 291 milyar dengan dialihkannya sisa fasilitas Pinjaman Kredit Investasi Perusahaan sebesar Rp 41 milyar untuk menambah jumlah maksimum fasilitas KMK. Pada tanggal 6 Oktober 2011, Perusahaan memperoleh fasilitas Time Loan Revolving sebesar Rp 250 milyar. Pada tanggal 3 April 2013, fasilitas KMK meningkat menjadi Rp 541 milyar. Fasilitas-fasilitas ini akan jatuh tempo pada tanggal 20 Januari 2017. Pinjaman ini dijaminkan dengan piutang usaha dan tanah, bangunan, mesin milik Perusahaan (Catatan 6 dan 11).
On November 20, 2010, the Company obtained a working capital loan (KMK) facility from BCA, with maximum loanable amount of Rp 250 billion and with a term of 12 months. In December 2010, the maximum loanable amount was increased to Rp 291 billion which derived from the transferred amount of Investment Credit facility amounting of Rp 41 billion to add the KMK facility. On October 6, 2011, the Company obtained Time Loan Revolving facility with maximum loanable amount of Rp 250 billion. On April 3, 2013, the maximum loanable amount of KMK facility was increased to Rp 541 billion. These facilities will be due on January 20, 2017. This loan is collateralized with the Company’s trade accounts receivable and land, building and machinery (Notes 6 and 11).
Pada tanggal 11 November 2011, PT Vaksindo Satwa Nusantara (VSN), entitas anak, memperoleh pinjaman dari BCA berupa fasilitas Kredit Lokal dengan jumlah maksimum sebesar Rp 10 milyar dan Pinjaman ini dijaminkan dengan mesin-mesin, tanah dan bangunan (Catatan 11). Fasilitas ini telah dilunasi pada tanggal 23 Februari 2015.
On November 11, 2011, PT Vaksindo Satwa Nusantara (VSN), a subsidiary, obtained a Local Credit facility from BCA with maximum loanable amount of Rp 10 billion and is collateralized with machinery, land and building (Note 11). This facility has been fully paid on February 23, 2015.
- 58 F-178
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
PT Bank Rakyat Indonesia (Persero) Tbk (BRI)
PT Bank Rakyat Indonesia (Persero) Tbk (BRI)
Pada bulan Juli 2003, PT Indojaya Agrinusa (IAG), entitas anak, memperoleh pinjaman modal kerja dari BRI, maksimum Rp 15 milyar, dengan jangka waktu 12 bulan. Kredit maksimum meningkat beberapa kali, pada bulan Agustus 2010 meningkat menjadi Rp 120 milyar. Pada bulan November 2013, kredit maksimum turun menjadi Rp 60 milyar. Pinjaman ini telah diperpanjang beberapa kali, yang terakhir sampai dengan tanggal 2 Agustus 2016. Pinjaman ini dijamin dengan piutang usaha, persediaan serta tanah dan bangunan (Catatan 6, 7 dan 11).
In July 2003, PT Indojaya Agrinusa (IAG), a subsidiary, obtained a working capital loan from BRI, with maximum loanable amount of Rp 15 billion and with a term of 12 months. The maximum credit facility has been increased several times, in August 2010 was increased to Rp 120 billion. In November 2013, the maximum credit facility was decreased to Rp 60 billion. The term of this loan has been extended several times, the latest is until August 2, 2016. This facility is collateralized with trade accounts receivable, inventories and land and building (Notes 6, 7 and 11).
Pada bulan Juni 2007, PT Santosa Agrindo (SA), entitas anak, memperoleh pinjaman modal kerja dari BRI, maksimum Rp 108 milyar dan telah ditingkatkan menjadi Rp 198 milyar dengan jangka waktu 12 bulan. Pada bulan Mei 2013, kredit maksimum diturunkan menjadi Rp 98 milyar. Pada bulan Juni 2015, kredit maksimum meningkat menjadi Rp 148 milyar. Pinjaman ini telah diperpanjang beberapa kali, yang terakhir sampai dengan tanggal 21 Juni 2016. Pinjaman ini dijamin dengan piutang usaha, persediaan, mesin dan peralatan serta tanah dan bangunan (Catatan 6, 7 dan 11).
In June 2007, PT Santosa Agrindo (SA), a subsidiary, obtained a working capital loan facility from BRI, with maximum loanable amount of Rp 108 billion and has been increased to Rp 198 billion and with a term of 12 months. In May 2013, the maximum loanable amount has been reduced to Rp 98 billion. In June 2015, the maximum loanable amount has been increased to Rp 148 billion. The term of this loan has been extended several times, the latest is until June 21, 2016. This facility is collateralized with trade accounts receivable, inventories machinery and equipment and land and building (Notes 6, 7 and 11).
Pada bulan Juni 2007, SA memperoleh pinjaman modal kerja dari BRI, maksimum Rp 30 milyar dan telah ditingkatkan menjadi Rp 44 milyar dengan jangka waktu 12 bulan. Pada bulan Mei 2013, kredit maksimum meningkat menjadi sebesar Rp 144 milyar. Pada bulan Juni 2015, kredit maksimum diturunkan menjadi Rp 98 milyar. Pinjaman ini telah diperpanjang beberapa kali, yang terakhir sampai dengan tanggal 21 Juni 2016. Pinjaman ini dijamin dengan piutang usaha, persediaan, mesin dan peralatan serta tanah dan bangunan (Catatan 6, 7 dan 11).
In June 2007, SA obtained a working capital loan facility from BRI, with maximum loanable amount of Rp 30 billion and has been increased to Rp 44 billion and with a term of 12 months. In May 2013, the maximum loanable amount has been increased to Rp 144 billion. In June 2015, maximum loanable amount has been reduced to Rp 98 billion. The term of this loan has been extended several times, the latest is until June 21, 2016. This facility is collateralized with trade accounts receivable, inventories, machinery and equipment, and land and building (Notes 6, 7 and 11).
Pada bulan Juni 2007, SA memperoleh pinjaman modal kerja sublimit LC dari BRI, maksimum USD 1.263 ribu dengan jangka waktu 12 bulan. Pinjaman ini telah diperpanjang beberapa kali, yang terakhir sampai dengan tanggal 21 Juni 2016. Pinjaman ini dijamin dengan piutang usaha, persediaan, mesin dan peralatan, serta tanah dan bangunan (Catatan 6, 7 dan 11).
In June 2007, SA obtained a working capital loan facility from BRI, with maximum loanable amount of US$ 1,263 thousand and with a term of 12 months. The term of this loan has been extended several times, the latest is until June 21, 2016. This facility is collateralized with trade accounts receivable, inventories, machinery and equipment, and land and building (Notes 6, 7 and 11).
- 59 F-179
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada bulan Mei 2008, Perusahaan memperoleh fasilitas pinjaman kredit modal kerja dari BRI dengan jumlah maksimum Rp 110 milyar yang telah jatuh tempo pada bulan Mei 2009 dan telah diperpanjang beberapa kali, terakhir sampai dengan 7 Mei 2016. Pada bulan Agustus 2010 jumlah maksimum meningkat menjadi Rp 270 milyar. Pinjaman ini dijamin dengan piutang, persediaan, tanah, bangunan, mesin, dan peralatan milik Perusahaan, serta tanah, bangunan, mesin, peralatan, kandang dan tanaman milik PT Wabin Jayatama, entitas anak (Catatan 6, 7 dan 11).
In May 2008, the Company obtained a working capital loan facility from BRI, with maximum loanable amount of Rp 110 billion which already matured in May 2009 but has been extended several times, the latest is until May 7, 2016. In August 2010, the maximum loanable amount increased to Rp 270 billion. This loan is collateralized with accounts receivable, inventory, land, building, machinery, site facilities, and equipment owned by the Company and land, building, machinery, equipment, stable, and plant owned by PT Wabin Jayatama, a subsidiary (Notes 6, 7 and 11).
Pada bulan Oktober 2012, PT Austasia Stockfeed (ASF), entitas anak, memperoleh beberapa fasilitas pinjaman dari BRI yang terdiri dari fasilitas pinjaman modal kerja, maksimum Rp 50 milyar, fasilitas pinjaman modal kerja impor maksimum Rp 100 milyar, fasilitas forex line maksimum USD 5 juta dan fasilitas bank garansi maksimum Rp 15 milyar. Fasilitas ini dikenakan bunga mengambang sebesar 11,00% per tahun dan akan jatuh tempo pada tanggal 16 Oktober 2016. Fasilitas ini dijamin dengan piutang usaha, persediaan, tanah, bangunan dan prasarana serta mesin dan peralatan (Catatan 6, 7 dan 11).
In October 2012, PT Austasia Stockfeed (ASF), a subsidiary, obtained several loan facilities from BRI consisting of working capital loan facility with maximum loanable amount of Rp 50 billion, import working capital loan facility with maximum loanable amount of Rp 100 billion, forex line facility with maximum loanable amount of US$ 5 million and guarantee bank facility with maximum loanable amount of Rp 15 billion. This loan bears a floating interest rate of 11.00% per annum and will mature on October 16, 2016. These facilities are collateralized with accounts receivable, inventory, land, building and site facilities, machinery and equipment (Notes 6, 7, and 11).
PT Bank Mandiri (Persero) Tbk (Bank Mandiri)
PT Bank Mandiri (Persero) Tbk (Bank Mandiri)
Pada bulan Juli 2004, PT Bintang Terang Gemilang (BTG), entitas anak yang bergabung ke dalam Perusahaan pada tahun 2011, memperoleh fasilitas pinjaman modal kerja dari Bank Mandiri dengan jumlah maksimum sebesar Rp 70 milyar yang kemudian meningkat menjadi Rp 111 milyar. Pinjaman ini dijamin dengan piutang usaha, persediaan dan tanah dan bangunan (Catatan 6, 7 dan 11) dengan jangka waktu 12 bulan. Pinjaman ini telah dialihkan ke Perusahaan.
In July 2004, PT Bintang Terang Gemilang (BTG), a subsidiary merged into the Company in 2011, obtained a working capital loan facility from Bank Mandiri, with maximum loanable amount of Rp 70 billion which was later increased to Rp 111 billion, and with term of 12 months. This facility is collateralized with trade accounts receivable, inventories, and land and building (Notes 6, 7 and 11). This facility has been transferred to the Company.
Pada bulan Juni 2010, PT Multiphala Agrinusa, (MAG), entitas anak yang bergabung ke dalam Perusahaan pada tahun 2011, memperoleh fasilitas Kredit Modal Kerja (KMK) Fixed Loan dan Revolving Loan dari Bank Mandiri dengan jumlah maksimum masing-masing sebesar Rp 100 milyar dan Rp 50 milyar dengan jangka waktu 12 bulan. Fasilitas ini digunakan untuk melunasi fasilitas dari PT Bank Bukopin Tbk dan PT Bank Syariah Bukopin. Fasilitas ini telah dialihkan ke Perusahaan.
In June 2010, PT Multiphala Agrinusa, (MAG), a subsidiary merged into the Company in 2011, obtained a working capital loan (KMK) consisting of Fixed loan and Revolving Loan facilities from Bank Mandiri, with maximum loanable amount of Rp 100 billion and Rp 50 billion, respectively, and with a term of 12 months. The working capital loan obtained will be used to refinance facility from PT Bank Bukopin Tbk and PT Bank Syariah Bukopin. This facility has been transferred to the Company.
- 60 F-180
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 19 April 2011, Perusahaan memperoleh beberapa fasilitas pinjaman dari Bank Mandiri yang terdiri dari KMK Fixed Loan (FL) dengan jumlah maksimum sebesar Rp 150 milyar, KMK Revolving (RL) dengan jumlah maksimum sebesar Rp 50 milyar, Non Cash Loan (NCL) sublimit Trust Receipt (TR) dengan jumlah maksimum sebesar US$ 2 juta dan Treasury Line (TL) dengan jumlah maksimum sebesar US$ 5 Juta. Perusahaan mulai menggunakan fasilitas FL dan RL ini pada tanggal 20 April 2011, yang digunakan sebagai modal kerja. Fasilitas-fasilitas tersebut merupakan novasi dari pinjaman yang diterima MAG dan BTG, entitas-entitas anak yang bergabung ke dalam Perusahaan pada tanggal 1 Januari 2011. Pada tanggal 27 Nopember 2012, KMK Fixed Loan meningkat menjadi Rp 250 milyar dan KMK Revolving meningkat menjadi Rp 150 milyar. Pada tanggal 24 April 2014, KMK Fixed Loan berubah menjadi KMK Tranche A (Non Revolving). Fasilitasfasilitas di atas telah diperpanjang beberapa kali, terakhir sampai dengan 23 April 2016. Pada tanggal 8 April 2015, fasilitas Term Loan (TL) meningkat menjadi US$ 20 juta dan pada tanggal 13 November 2015, fasilitas Non Cash Loan (NCL) sublimit Trust Receipt (TR) meningkat menjadi US$ 3,7 juta. Fasilitas ini dijaminkan dengan piutang, persediaan dan aset tetap tertentu milik Perusahaan (Catatan 6, 7, 8 dan 11).
On April 19, 2011, the Company obtained several loan facilities from Bank Mandiri consisting of KMK Fixed Loan (FL) with maximum loanable amount of Rp 150 billion, KMK Revolving (RL) with maximum loanable amount of Rp 50 billion, Non Cash Loan (NCL) sublimit of Trust Receipt (TR) with maximum loanable amount of US$ 2 million, and Treasury Line (TL) with maximum loanable amount of US$ 5 million. The Company starts using the FL and RL facilities on April 20, 2011 as working capital. These facilities were novation from MAG and BTG, subsidiaries, which have been merged to the Company on January 1, 2011. On November 27, 2012, KMK Fixed Loan increased to Rp 250 billion and KMK Revolving increased to Rp 150 billion. On April 24, 2014, KMK Fixed Loan has been changed to KMK Tranche A (Non Revolving). These loan facilities have been extended several times, the latest is until April 23, 2016. On April 8, 2015, Term Loan (TL) facility increased to US$ 20 million and on November 13, 2015, Non Cash Loan (NCL) sublimit Trust Receipt facility increased to US$ 3.7 million. These facilities are collateralized with trade accounts receivable, inventories and certain property, plant and equipment owned by the Company (Notes 6, 7, 8 and 11).
Pada tanggal 27 Januari 2011, PT Primatama Karya Persada (PKP), entitas anak, memperoleh fasilitas pinjaman modal kerja dari Bank Mandiri dengan jumlah maksimum pinjaman sebesar Rp 80 milyar. Sejak tanggal 1 September 2011 dengan telah efektifnya penggabungan usaha dari PKP ke PT Ciomas Adisatwa (CA), entitas anak, maka fasilitas pinjaman ini telah beralih kepada CA. Pada bulan April 2013, fasilitas ini berubah menjadi KMK Revolving sebesar Rp 45 milyar dan KMK Mandiri Plus Non Revolving sebesar Rp 35 milyar. Pada bulan April 2014, fasilitas KMK Mandiri Plus Non Revolving telah berubah menjadi KMK Non Revolving. Pada bulan Juni 2014, KMK Revolving meningkat menjadi Rp 85 milyar. Pinjaman ini telah diperpanjang beberapa kali, terakhir sampai dengan tanggal 23 April 2016. Pinjaman ini dijamin dengan piutang usaha, persediaan dan aset tetap (catatan 6, 7 dan 11).
On January 27, 2011, PT Primatama Karya Persada (PKP), a subsidiary, obtained a working capital loan facility from Bank Mandiri with maximum loanable amount of Rp 80 billion. Since September 1, 2011, effective date of merger of PKP to PT Ciomas Adisatwa (CA), subsidiary, this facility has been transferred to CA. In April 2013, these facilities were changed to KMK Revolving with maximum loanable amount of Rp 45 billion and KMK Mandiri Plus Non Revolving with maximum loanable amount of Rp 35 billion. In April 2014, KMK Mandiri Plus Non Revolving facility has been changed to KMK Non Revolving. In June 2014, KMK Revolving increased to Rp 85 billion. The term of this loan has been extended several times, the latest is until April 23, 2016. This facility is collateralized with trade accounts receivable, inventory and certain property, plant and equipment owned by the Company (Notes 6, 7 and 11).
- 61 F-181
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 25 Oktober 2011, PT Multibreeder Adirama Indonesia Tbk (MBAI), entitas anak yang bergabung ke dalam Perusahaan tahun 2012, memperoleh fasilitas KMK Revolving Loan dan fasilitas KMK Revolving Fixed Loan dengan jumlah maksimum masing-masing sebesar Rp 130 milyar dan Rp 70 milyar. Sejak 1 Juli 2012 dengan telah efektifnya penggabungan usaha MBAI ke dalam Perusahaan, maka perjanjian ini telah beralih kepada Perusahaan. Pada tanggal 22 Oktober 2012, fasilitas pinjaman KMK Revolving Loan dan fasilitas KMK Fixed Loan (FL) telah berubah menjadi Rp 100 milyar untuk masing-masing jumlah fasilitas. Pada tanggal 22 April 2014, KMK Revolving Fixed Loan telah berubah menjadi KMK Non Revolving. Kedua pinjaman tersebut dikenakan bunga mengambang sebesar 10,50% per tahun dan akan jatuh tempo pada tanggal 23 April 2016. Pinjaman-pinjaman ini dijaminkan dengan piutang usaha, ayam pembibit turunan, tanah, bangunan serta mesin dan peralatan milik Perusahaan (Catatan 6, 8 dan 11).
On October 25, 2011, PT Multibreeder Adirama Indonesia Tbk (MBAI), a subsidiary merged into the Company in 2012, obtained KMK Revolving Loan facility with a maximum amount of Rp 130 billion and KMK Revolving Fixed Loan facility with a maximum amount of Rp 70 billion from Bank Mandiri, which was used as working capital. Since July 1, 2012, effective date of merger of MBAI to the Company, these facilities have been transferred to the Company. On October 22, 2012, KMK Revolving Loan and KMK Fixed Loan Facility have been changed to Rp 100 billion each facility. On April 22, 2014, KMK Revolving Fixed Loan has been changed to KMK Non Revolving. This loan bears a floating interest rate of 10.50% per annum and will mature on April 23, 2016. These loans are collateralized with trade accounts receivable, breeding chickens, land, building and machinery and equipment owned by the Company (Notes 6, 8 and 11).
PT Bank Pan Indonesia Tbk (Bank Panin)
PT Bank Pan Indonesia Tbk (Bank Panin)
Pada tanggal 3 Mei 2011, Perusahaan dan PT Suri Tani Pemuka (STP), entitas anak, memperoleh fasilitas Pinjaman Bersama (Joint Borrower) dari Bank Panin yang terdiri dari Letter of Credit (LC) sublimit Pinjaman Berulang (PB) dengan jumlah maksimum Rp 150 milyar. Pada tanggal 13 Oktober 2015, Perusahaan memperoleh fasilitas kredit Pinjaman Rekening Koran (PRK) dengan jumlah maksimum Rp 10 milyar, dan peningkatan jumlah maksimum fasilitas LC sublimit PB menjadi Rp 190 milyar. Fasilitas-fasilitas tersebut akan jatuh tempo pada bulan Mei 2016. Pinjaman ini dijaminkan dengan tanah dan bangunan serta prasarana, piutang usaha dan persediaan milik STP (Catatan 6, 7 dan 11).
On May 3, 2011, the Company and PT Suri Tani Pemuka (STP), a subsidiary, obtained a Joint Borrower facility from Bank Panin which consisted of Letter of Credit (LC) sublimit Revolving Loan (PB) with maximum loanable amount of Rp 150 billlion. On October 13, 2015, the Company obtained an Overdraft Loan Credit facility (PRK) with maximum loanable amount of Rp 10 billion, and the maximum loanable of LC sublimit PB facilities has been increase to Rp 190 billion. These facilities will mature in May 2016. These facilities are collateralized with land and building and site facilities, trade accounts receivable and inventories owned by STP (Notes 6, 7 and 11).
PT Bank CIMB Niaga Tbk (Bank CIMB Niaga)
PT Bank CIMB Niaga Tbk (Bank CIMB Niaga)
Pada tanggal 21 Juli 2010, PT Multibreeder Adirama Indonesia Tbk (MBAI), entitas anak yang telah bergabung dengan Perusahaan pada tahun 2012, memperoleh fasilitas Pinjaman Tetap (PT) dan Pinjaman Rekening Koran (PRK) sebagai bagian dari beberapa fasilitas pinjaman yang diperoleh dari Bank CIMB Niaga (Catatan 17). Fasilitas PT terdiri dari Tranche A sebesar Rp 80 milyar dan Tranche B Rp 100 milyar. Sedangkan fasilitas PRK sebesar Rp 20 milyar. MBAI mulai menggunakan fasilitas ini pada tanggal 9 Mei 2011, yang digunakan sebagai modal kerja. Fasilitas ini dijaminkan dengan jaminan yang sama dengan pinjaman jangka panjang (Catatan 11).
On July 21, 2010, PT Multibreeder Adirama Indonesia Tbk (MBAI), a subsidiary merged into the Company in 2012, obtained Fixed Loan (PT) and Overdraft Loan (PRK) facilities as part of several loan facilities from Bank CIMB Niaga (Note 17). PT facility consists of Tranche A with loanable amount of Rp 80 billion and Tranche B with loanable amount of Rp 100 billion. While PRK has loanable of amount of Rp 20 billion. MBAI started using these facilities on May 9, 2011 as working capital. These facilities are collateralized with the same collaterals of long-term loan (Note 11).
- 62 F-182
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 25 Oktober 2011, fasilitas di atas diamandemen menjadi Tranche A sebesar Rp 130 milyar dan Tranche B sebesar Rp 100 milyar, sedangkan, PRK memiliki jumlah maksimum sebesar Rp 70 milyar. Pada tanggal 19 Juli 2012, fasilitas diatas diamandemen menjadi fasilitas Pinjaman Tetap (PT) sebesar Rp 200 milyar sedangkan PRK memiliki jumlah maksimum sebesar Rp 100 milyar. Pada tanggal 20 Oktober 2014, jumlah maksimum fasilitas PT meningkat menjadi Rp 275 milyar dan sublimit dengan fasilitas Money Market Line. Fasilitas-fasilitas tersebut akan jatuh tempo pada tanggal 21 Juli 2016. Fasilitas ini dikenakan bunga mengambang sebesar 10,5% per tahun. Pada tanggal 1 Juli 2012 dengan efektifnya penggabungan usaha dari MBAI ke Perusahaan, fasilitas ini menjadi atas nama Perusahaan dan dijamin dengan tanah, bangunan serta mesin dan peralatan (Note 17). Pinjaman ini telah dilunasi pada tanggal 21 Oktober 2015.
On October 25, 2011, the facility was amended into Tranche A facility amounting to Rp 130 billion and Tranche B facility amounting to Rp 100 billion, while PRK facility has a maximum loanable amount of Rp 70 billion. On July 19, 2012, the facility was amended into fixed loan facility amounting to Rp 200 billion, while PRK facility has a maximum loanable amount of Rp 100 billion. On October 20, 2014, the maximum number of facilities PT increased to Rp 275 billion and sublimit with facilities Money Market Line. These facilities will mature on July 21, 2016. These facilities bear floating interest rate of 10.5% per annum. Since July 1, 2012, effective date merger of MBAI to the Company, this facility has been transferred to the Company and are collateralized with land, building and machinery and equipment (Note 11). This facility, has been fully paid on October 21, 2015
Pada tanggal 22 Desember 2009, PT Agrinusa Jaya Santosa (AJS), entitas anak, memperoleh fasilitas Pinjaman Rekening Koran (PRK) dari CIMB Niaga sebesar Rp 4,5 milyar. Fasilitas PRK telah diperpanjang beberapa kali, terakhir sampai dengan tanggal 21 Juli 2016. Fasilitas ini dikenakan bunga mengambang sebesar 12,5% pertahun dan dijaminkan dengan tanah dan bangunan (Note 11).
On December 22, 2009, PT Agrinusa Jaya Santosa (AJS), a subsidiary, obtained an Overdraft Loan (PRK) from CIMB Niaga amounting to Rp 4.5 billion. PRK facilities has been extended several times, the latest is until July 21, 2016. These facilities bear floating interest rate of 12.5% per annum and and are collateralized with land and building (Note 11).
PT Bank Maybank Indonesia Tbk (Maybank)
PT Bank Maybank Indonesia Tbk (Maybank)
Pada tanggal 18 November 2014, Perusahaan memperoleh fasilitas Pinjaman Rekening Koran (PRK) dan fasilitas Pinjaman Promes Berulang (PPB) sebagai bagian dari beberapa fasilitas pinjaman yang diperoleh dari Maybank dengan jumlah maksimum masing-masing sebesar Rp 50 milyar dan Rp 250 milyar. Pada tanggal 17 September 2015, jumlah maksimum fasilitas PPB meningkat menjadi Rp 450 milyar. Pinjaman akan jatuh tempo pada tanggal 18 November 2016 dan dijamin dengan persediaan (Catatan 7). Pada tanggal 31 Desember 2015 fasilitas ini tidak memiliki saldo.
On November 18, 2014, the Company obtained Overdraft Loan (PRK) and Recurrent Promissory Loan facility (PPB) as part of the loan facilities obtained from Maybank with a maximum amount of Rp 50 billion and Rp 250 billion, respectively. On September 17, 2015, the maximum loanable of PPB facility has been increased to Rp 450 billion. These facilities will be due on November 18, 2016 and collateralized with inventory (Notes 7). This facility has no outstanding balance as of December 31, 2015.
- 63 F-183
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
PT Bank ICBC Indonesia (Bank ICBC)
PT Bank ICBC Indonesia (Bank ICBC)
Pada tanggal 25 Pebruari 2013, Perusahaan dan PT Suri Tani Pemuka (STP), entitas anak, menerima fasilitas Modal Kerja dari Bank ICBC dengan jumlah maksimum sebesar Rp 130 milyar untuk modal kerja. Fasilitas Modal Kerja dengan jumlah maksimum Rp 130 milyar, terdiri dari fasilitas Pinjaman Tetap on Demand 1 (PTD 1) maksimum Rp 40 milyar, Pinjaman Tetap on Demand 2 (PTD 2) maksimum Rp 40 milyar dan Pinjaman Tetap on Demand 3 (PTD 3) maksimum Rp 50 milyar. PTD 1 dan 2 merupakan fasilitas yang dapat digunakan oleh Perusahaan dan STP sedangkan PTD 3 digunakan oleh Perusahaan. Pinjaman ini dikenakan bunga mengambang sebesar 9% per tahun dan dijamin dengan piutang usaha, persediaan dan tanah, bangunan, mesin dan peralatan (Catatan 6, 7 dan 11) milik Perusahaan dan STP. Pinjaman ini telah dilunasi pada tanggal 18 Desember 2015.
On February 25, 2013, the Company and PT Suri Tani Pemuka (STP), a subsidiary, obtained a working capital facility from Bank ICBC with maximum loanable amount of Rp 130 billion, for working capital purposes. Working capital facility with maximum loanable amount of Rp 130 billion consists of Fixed Loan on Demand 1 facility (PTD 1) with maximum loanable amount of Rp 40 billion, Fixed Loan on Demand 2 facility (PTD 2) with maximum loanable amount of Rp 40 billion and Fixed loan on Demand 3 (PTD 3) with maximum loanable amount of Rp 50 billion. PTD 1 and 2 are used by the Company and STP, while PTD 3 is used by the Company. The facilities bear floating interest rate of 9% per annum and are collateralized with trade accounts receivable, inventory, land, building, machinery and equipment, (Notes 6, 7 and 11) owned by the Company and STP. This facility has been fully paid on December 18, 2015.
PT Bank Permata Tbk (Permata)
PT Bank Permata Tbk (Permata)
Pada tanggal 13 Agustus 2010, PT Indojaya Agrinusa (IAG), entitas anak, memperoleh fasilitas dari Permata berupa fasilitas overdraft dengan jumlah maksimum Rp 5 milyar, fasilitas revolving loan dengan jumlah maksimum Rp 40 milyar dan fasilitas Letter of Credit (LC) dengan jumlah maksimum USD 1 juta. Pada tanggal 17 November 2011, fasilitas overdraft meningkat menjadi Rp 10 milyar dan fasilitas revolving loan meningkat menjadi Rp 50 milyar. Fasilitas ini telah dilunasi pada bulan Juli 2015.
On August 13, 2010, PT Indojaya Agrinusa (IAG), subsidiary, obtained overdraft facility from Permata with maximum loanable Rp 5 billion, revolving loan facility with maximum loanable amount of Rp 40 billion and letter of credit facility with maximum amount of USD 1 million. In November 2011, overdraft facility increased to Rp 10 billion and revolving loan increased to Rp 50 billion. This loan has been fully paid in July 2015.
PT Bank Ekonomi Raharja Tbk (Ekonomi)
PT Bank Ekonomi Raharja Tbk (Ekonomi)
Pada tanggal 15 Maret 2012, PT Santosa Agrindo (SA), entitas anak,memperoleh fasilitas kredit untuk pembelian import sapi dari Ekonomi berupa fasilitas Combine Limit (DC dan CIL) dengan jumlah maksimum US$ 6 juta dan ERL Line dengan jumlah maksimum US$ 480.000 (dalam Dolar penuh). Pada tanggal 9 September 2013, fasilitas-fasilitas ini dapat dipergunakan juga oleh PT Austasia Stockfeed. Pada tanggal 8 Juli 2014, fasilitas Combine Limit meningkat menjadi US$ 10 juta. Fasilitas ini dikenakan tingkat bunga sebesar 5,50% dan akan jatuh tempo pada tanggal 27 April 2016.
On March 15, 2012, PT Santosa Agrindo (SA), subsidiary, obtained Letter of Credit (LC) for purchase of breeding cattle, a Combine Limit Facilities (DC and CIL) with maximum loanable amount of US$ 6 million and ERL Line with maximum loanable amount of US$ 480,000 (in full Dollar). On September 8, 2013, these facilities can be used by PT Austasia Stockfeed. On July 8, 2014, Combined Limit Facilities had been changed to US$ 10 million. This facility bears interest at 5.50% and will mature on April 27, 2016.
- 64 F-184
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
13.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
National Australia Bank Ltd
National Australia Bank Ltd
Japfa Santori Australia Pty Ltd (JSA), entitas anak yang diakuisisi di tahun 2013 (Catatan 1), memperoleh pinjaman dari National Australia Bank Ltd berupa fasilitas NAB Farmers Choice Package yang terdiri dari fasilitas NAB Farm Management Account Overdraft dengan jumlah maksimum sebesar AUD 1,500,000 (dalam Dolar penuh), fasilitas NAB Master Asset Finance Limit dengan jumlah maksimum sebesar AUD 500,000 (dalam Dolar penuh) dan fasilitas NAB Qantas Business Card dengan jumlah maksimum sebesar AUD 20,000 (dalam Dolar penuh) pada tanggal 25 September 2013. Fasilitas-fasilitas di atas digunakan untuk modal kerja. Pinjaman ini akan jatuh tempo pada 31 Oktober 2016 dan dijaminkan dengan tanah dan bangunan milik JSA (Catatan 11) dan limited guarantee dan indemnity sebesar AUD 5.000.000 dari Perusahaan.
On September 25, 2013, Japfa Santori Australia Pty Ltd (JSA), a subsidiary acquired in 2013 (Note 1), obtained NAB Farmers Choice Package facilities from National Australia Bank Ltd which consist of NAB Farm Management Account Overdraft facility with maximum amount of AUD 1,500,000 (in full Dollar), NAB Master Asset Finance Limit facility with maximum amount of AUD 500,000 (in full Dollar) and NAB Qantas Business Card with maximum amount of AUD 20,000 (in full Dollar). The loans are used for working capital. These loans will be due on October 31, 2016 and are collateralized with land and building owned by JSA (Note 11) and limited guarantee and indemnity for AUD 5,000,000 given by the Company.
Sehubungan dengan pinjaman-pinjaman tersebut di atas, Grup diwajibkan antara lain mempertahankan rasio keuangan dan memenuhi batasan-batasan tertentu yang berhubungan dengan terjadinya utang, penjualan aset tetap, investasi, reorganisasi dan hal-hal lainnya yang tercantum dalam perjanjian.
In relation to the above credit facilities, the Group is required, among others, to maintain certain financial ratios and fulfill certain covenants concerning incurrence of indebtedness, sale of property, plant and equipment, investments, reorganization and other matters as stated in the agreements.
Beban bunga atas pinjaman-pinjaman sebesar Rp 244.972 pada tahun 2015 dan Rp 272.346 pada tahun 2014 (Catatan 28).
Interest expense on the above mentioned loans amounted to Rp 244,972 in 2015 and Rp 272,346 in 2014 (Note 28).
Utang Usaha
13. 2015
a. Berdasarkan Pemasok Pihak berelasi (Catatan 32) Annona Pte. Ltd Pihak ketiga Pemasok dalam negeri Pemasok luar negeri Sub-jumlah Jumlah b. Berdasarkan Umur Kurang dari atau sama dengan 1 bulan Lebih dari 1 bulan tapi kurang dari 3 bulan Lebih dari 3 bulan tapi kurang dari 6 bulan Lebih dari 6 bulan Jumlah
Trade Accounts Payable
2014
1.880.657
1.446.980
506.993 358.189
487.995 69.298
865.182
557.293
2.745.839
2.004.273
2.177.451 509.797 53.451 5.140
1.344.795 617.294 18.741 23.443
2.745.839
2.004.273
- 65 F-185
a. By Supplier Related party (Note 32) Annona Pte. Ltd Third parties Local suppliers Foreign suppliers Subtotal Total b. By Age Less than or equal to 1 month More than 1 month but less than 3 months More than 3 months but less than 6 months More than 6 months Total
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 2015 c. Berdasarkan Mata Uang Rupiah Mata uang asing (Catatan 36) Dolar Amerika Serikat Euro Dolar Australia Dolar Singapura Jumlah
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 2014
93.121
404.619
2.643.676 6.230 1.937 875
1.594.964 1.493 1.586 1.611
2.745.839
2.004.273
Jangka waktu kredit yang timbul dari pembelian bahan baku utama dan pembantu, baik dari pemasok dalam maupun luar negeri berkisar antara 14 sampai 120 hari.
14.
14. 2015
Jumlah
15.
87.163 14.563 11.659 2.639 50.478
67.856 30.602 26.667 5.576 50.442
166.502
181.143
15. 2015
Jumlah
Other Accounts Payable to Third Parties
2014
Utang Pajak
Pajak Penghasilan Pasal 21 Pasal 23 Pasal 25 Pasal 26 Pasal 29 (Catatan 30) Pajak penghasilan badan entitas anak di luar negeri Pajak Pertambahan Nilai Pajak penghasilan final
Total
Purchases of raw and indirect materials, both from local and foreign suppliers, have credit terms of 14 to 120 days.
Utang Lain-lain kepada Pihak Ketiga
Kemitraan Pengiriman Barang teknik dan suku cadang Proyek Lain-lain
c. By Currency Rupiah Foreign currencies (Note 36) U.S. Dollar Euro AUD Dollar Singapore Dollar
Agent Freight Technical goods and spare parts Project Others Total
Taxes Payable
2014
12.748 2.565 13.532 1.066 78.340
12.946 995 6.660 391 6.189
22.841 6.251 141
12.234 1.949 353
Income taxes Article 21 Article 23 Article 25 Article 26 Article 29 (Note 30) Corporate income tax of foreign subsidiaries Value Added Tax Final income tax
137.484
41.717
Total
Besarnya pajak yang terhutang ditetapkan berdasarkan perhitungan pajak yang dilakukan sendiri oleh wajib pajak (self assessment). Berdasarkan Undang-undang No. 28 Tahun 2007 mengenai Perubahan Ketiga atas Ketentuan Umum dan Tata Cara Perpajakan, Kantor Pajak dapat melakukan pemeriksaan atas perhitungan pajak dalam jangka waktu 5 tahun setelah terutangnya pajak, dengan beberapa pengecualian, sebagaimana diatur dalam Undang-undang tersebut.
The tax returns filed are based on the Group’s own calculation of tax liabilities (self-assessment). Based on the Law No. 28 Year 2007, regarding the third amendment of the General Taxation Provisions and Procedures the time limit for the tax authorities to assess or amend taxes was reduced to five (5) years, subject to certain exceptions, in accordance with provisions of the Law.
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 16.
Beban Akrual
16. 2015
Bunga Gaji dan tunjangan karyawan Pemeliharaan Telepon dan listrik Pemasaran Umum Produksi Asuransi Impor Jasa konsultan Barang Pengangkutan Lain-lain Jumlah
17.
Accrued Expenses
2014
65.629 33.840 28.408 15.134 6.355 5.847 5.387 4.708 4.505 3.272 2.298 2.055 13.393
69.728 2.158 14.106 4.324 2.566 21.587 3.636 2.336 1.526 2.470 579 6.105 16.615
190.831
147.736
Pinjaman Jangka Panjang
17. 2015
Rupiah PT Bank Central Asia Tbk PT Bank Mandiri (Persero) Tbk PT Bank CIMB Niaga Tbk PT Bank Pan Indonesia Tbk PT Bank ICBC Indonesia PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Victoria International Tbk Mata uang asing Dolar Australia (Catatan 36) National Australia Bank Ltd (AUD 20.063.343 tahun 2015 dan AUD 20.394.473 tahun 2014) Jumlah
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
2014
198.553 300.000 6.850 12.108 58.872 15.394 207
201.920 713.686
208.395 800.379
(201.122)
(278.338)
Jumlah Biaya provisi dan biaya transaksi yang belum diamortisasi
512.564
522.041
Pinjaman Jangka Panjang - Bersih
510.246
Tingkat bunga per tahun Rupiah Dolar Australia
Total
Long-term Loans
259.667 240.000 8.231 3.868 -
Dikurangi bagian yang jatuh tempo dalam waktu satu tahun
Interest Salaries and employees' benefits Maintenance Telephones and electricity Marketing General Production Insurance Importation Consultant service Goods Transportation Others
(2.318)
(3.262) 518.779
10,50% - 12,50% 5% - 12,25% 6,05% 5,61% - 6,98%
Rupiah PT Bank Central Asia Tbk PT Bank Mandiri (Persero) Tbk PT Bank CIMB Niaga Tbk PT Bank Pan Indonesia Tbk PT Bank ICBC Indonesia PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Victoria International Tbk Foreign currency Australian Dollar (Note 36) National Australia Bank Ltd (AUD 20,063,343 in 2015 AUD 20,394,473 in 2014) Total
Less current portion Total Unamortized provision fee and transaction costs Long-term portion - Net Interest rates per annum Rupiah Australian Dollar
PT Bank Central Asia Tbk (BCA)
PT Bank Central Asia Tbk (BCA)
Pada tanggal 20 Nopember 2010, Perusahaan menerima fasilitas pinjaman kredit investasi dari BCA dengan jumlah maksimum Rp 750 milyar yang digunakan untuk pelunasan pinjaman yang direstrukturisasi kepada BNP Paribas, Singapura. Pelunasan pinjaman yang direstrukturisasi adalah sebesar Rp 709 milyar sehingga sisa fasilitas ini sebesar Rp 41 milyar digunakan untuk menambah jumlah maksimum fasilitas Kredit Modal Kerja (KMK) (Catatan 12). Pinjaman ini dikenakan bunga sebesar JIBOR + 4,1% per tahun. Pinjaman ini dijamin dengan piutang usaha, mesin-mesin, tanah dan bangunan (Catatan 6 dan 11). Pinjaman ini telah dilunasi pada tanggal 20 November 2015.
On November 20, 2010, the Company obtained a loan investment credit facility from BCA with maximum loanable amount of Rp 750 billion which was used to fully pay the restructured debt to BNP Paribas, Singapore. Restructured debt which has been fully paid amounted to Rp 709 billion, thus, the balance of Rp 41 billion was used to increase the maximum loanable amount of Working Capital (KMK) facility (Note 12). This loan bears interest rate of JIBOR + 4,1% per annum. This loan is collateralized with trade accounts receivable, machinery, land and building (Notes 6 and 11). This loan has been fully paid in November 20, 2015.
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada bulan April 2015, Perusahaan memperoleh fasilitas pinjaman Installment Loan dari BCA sebesar Rp 300 milyar. Fasilitas ini akan jatuh tempo bulan April 2018. Pinjaman ini dijaminkan dengan piutang usaha, tanah dan bangunan, mesin milik Perusahaan (Catatan 6 dan 11).
In April 2015, the Company obtained Installment Loan facility from BCA amounting to Rp 300 billion. This loan will mature in April 2018. This loan is collateralized with trade accounts receivable, land and building and machinery owned by the Company (Notes 6 and 11).
Pada tanggal 11 November 2011, PT Vaksindo Satwa Nusantara (VSN) , entitas anak, menerima fasilitas pinjaman Kredit Investasi dari BCA dengan jumlah maksimum Rp 10 milyar yang digunakan untuk membiayai investasi mesin dan bangunan. Pinjaman ini akan jatuh tempo pada bulan November 2017 dan dikenakan bunga sebesar JIBOR + 4,1% per tahun. Pada tanggal 18 Januari 2013, VSN menerima fasilitas pinjaman Kredit Investasi dengan jumlah maksimum Rp 15 milyar yang digunakan untuk membiayai investasi mesin dan peralatan. Pinjaman ini dijamin dengan mesin-mesin, tanah dan bangunan (Catatan 11). Fasilitas ini telah dilunasi pada tanggal 23 Februari 2015.
On November 11, 2011, PT Vaksindo Satwa Nusantara (VSN), a subsidiary, obtained a loan investment credit facility from BCA with maximum loanable amount of Rp 10 billion which will be used to purchase machinery and building. This loan will mature in November 2017 and bears interest rate of JIBOR + 4,1% per annum. On January 18, 2013, VSN obtained a loan investment credit facility with maximum loanable amount of Rp 15 billion which will be used to purchase machinery and equipment. This loan is collateralized with machinery, land and building (Note 11). These facilities had been fully paid on February 23, 2015.
Pada tanggal 7 Maret 2013, PT Bhirawa Mitra Sentosa (BMS), entitas anak, menerima fasilitas pinjaman Kredit Investasi dari BCA dengan jumlah maksimum Rp 19,79 milyar yang digunakan untuk membiayai pembelian kendaraan truk. Pinjaman ini akan jatuh tempo pada tanggal 12 April 2018 dengan availability period selama satu tahun. Pinjaman ini dikenakan bunga mengambang sebesar 9% per tahun dan dijamin dengan kendaraan milik BMS (Catatan 11).
On March 7, 2013, PT Bhirawa Mitra Sentosa (BMS), a subsidiary, obtained a loan investment credit facility from BCA with maximum loanable amount of Rp 19.79 billion which is used to purchase vehicle - truck. This loan will mature on April 12, 2018 with one year availability period. This loan bears floating interest rate of 9% per annum and is collateralized with vehicle owned by BMS (Note 11).
PT Bank Mandiri (Persero) Tbk (Bank Mandiri)
PT Bank Mandiri (Persero) Tbk (Bank Mandiri)
Pada tanggal 23 September 2009, PT Bintang Terang Gemilang (BTG), entitas anak yang bergabung ke dalam Perusahaan pada tahun 2011, menerima fasilitas pinjaman investasi dari Bank Mandiri dengan jumlah maksimum Rp 9 milyar untuk pembelian mesin. Pinjaman ini akan jatuh tempo dalam jangka waktu 5 tahun. Pinjaman dijamin dengan mesin yang telah dibeli (Catatan 11) dan jaminan perusahaan dari Perusahaan. Pada tahun 2011, pinjaman ini telah dialihkan ke Perusahaan.
On September 23, 2009, PT Bintang Terang Gemilang (BTG) a subsidiary which has been merged to the Company on 2011, obtained an investment loan facility from Bank Mandiri, with maximum loanable amount of Rp 9 billion for the purchase of machinery. This payable will be due in 5 years. This loan is collateralized with the purchased machinery (Note 11) and corporate guarantee from the Company. In 2011, this loan has been transferred to the Company.
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 24 Juli 2014, Perusahaan memperoleh fasilitas pinjaman KMK Revolving dengan jumlah maksimum sebesar Rp 300 milyar dari Bank Mandiri dan akan jatuh tempo pada tanggal 23 Juni 2017. Fasilitas ini dijaminkan dengan piutang, persediaan dan aset tetap tertentu milik perusahaan (Catatan 6, 7 dan 11).
On July 24, 2014, the Company obtained a revolving KMK with a maximum amount of Rp 300 billion from Bank Mandiri and will mature on June 23, 2017. This loan is collateralized with trade accounts receivable, inventory and fixed assets owned by the company (Notes 6, 7 and 11).
PT Bank CIMB Niaga Tbk (CIMB Niaga)
PT Bank CIMB Niaga Tbk (CIMB Niaga)
Pada tanggal 5 Mei 2009, PT Agrinusa Jaya Santosa (AJS), entitas anak yang diakuisisi di tahun 2012, memperoleh pinjaman dari CIMB Niaga yang terdiri dari fasilitas Pinjaman Investasi (PI) maksimum sebesar Rp 1,5 milyar dan pada bulan Agustus 2010 memperoleh fasilitas Pinjaman Transaksi Khusus (PTK) maksimum sebesar Rp 28,5 milyar. PI dan PTK ini dikenakan bunga mengambang sebesar 12%. Fasilitas PI telah lunas pada tanggal 13 Mei 2014, sedangkan fasilitas PTK akan jatuh tempo pada tanggal 31 Desember 2016. Pada tanggal 3 Februari 2015, AJS memperoleh tambahan fasilitas PTK sebesar Rp 8 milyar dengan jangka waktu 60 bulan dan akan jatuh tempo pada tanggal 11 Februari 2020. Pinjaman ini dijaminkan dengan tanah dan bangunan milik AJS (Catatan 11).
On May 5, 2009, PT Agrinusa Jaya Santosa (AJS), a subsidiary acquired in 2012, obtained loans from CIMB Niaga which consist of Investment Loan (PI) with maximum loanable amount of Rp 1.5 billion and on August 2010 obtained Special Loan Transaction (PTK) with maximum loanable amount of Rp 28.5 billion. PI and PTK bear interest of 12%. PI facility has been fully paid on the date of May 13, 2014, while PTK facility will mature on December 31, 2016. On February 3, 2015, AJS obtained PTK facilities amounting to Rp 8 billion with term of 60 months and will mature on February 11, 2020. These loans are collateralized with land and building owned by AJS (Note 11).
Pada tanggal 12 Nopember 2010, PT Primatama Karya Persada (PKP), entitas anak, memperoleh pinjaman dari CIMB Niaga yang terdiri dari PTK on Liquidation 1 (PTK 1) dengan jumlah maksimum sebesar Rp 9 milyar, PTK on Liquidation II (PTK 2) dengan jumlah maksimum sebesar Rp 7,5 milyar. Pada bulan Desember 2010, jumlah maksimum pinjaman untuk PTK 1 menjadi sebesar Rp 1,5 milyar sedangkan PTK 2 meningkat menjadi Rp 15 milyar. PTK 1 telah dilunasi pada tanggal 23 Desember 2013, dan PTK 2 akan jatuh tempo pada tanggal 13 Juni 2016. Pinjaman ini dijaminkan dengan kendaraan milik PKP (Catatan 11). Sejak 1 September 2011 dengan telah efektifnya penggabungan usaha dari PKP ke PT Ciomas Adisatwa (CA), maka fasilitas pinjaman ini telah beralih kepada CA.
On November 12, 2010, PT Primatama Karya Persada (PKP), a subsidiary, obtained loans from CIMB Niaga which consist of PTK on Liquidation 1 (PTK 1) with a maximum amount of Rp 9 billion and PTK on Liquidation II (PTK 2) with a maximum amount of Rp 7.5 billion. In December 2010, the maximum loanable amount for PTK 1 was reduced to Rp 1.5 billion and for PTK 2 was increased to Rp 15 billion. PTK 1 has been fully paid on December 23, 2013 and PTK 2 will mature on June 13, 2016. These loans are collateralized with a vehicle owned by PKP (Note 11). Since September 1, 2011, effective date of merger of PKP to PT Ciomas Adisatwa (CA), a subsidiary, this facility has been transferred to CA.
PT Bank Pan Indonesia Tbk (Bank Panin)
PT Bank Pan Indonesia Tbk (Bank Panin)
Pada tanggal 3 Mei 2011, PT Suri Tani Pemuka (STP), entitas anak, memperoleh fasilitas Pinjaman Jangka Panjang (PJP) sebagai bagian dari beberapa fasilitas pinjaman yang diperoleh dari Bank Panin (Catatan 12), maksimum Rp 50 milyar dan akan jatuh tempo 20 Mei 2016. Pinjaman ini dijaminkan dengan piutang usaha, persediaan, tanah dan bangunan serta prasarana milik STP (Catatan 6, 7 dan 11).
On May 3, 2011, PT Suri Tani Pemuka (STP), a subsidiary, obtained a long-term loan facility as part of several loans facility from Bank Panin (Note 12), with maximum amount of Rp 50 billion and will mature on May 20, 2016. This loan is collateralized with trade account receivable, inventories, land and building and site facilities (Note 6, 7 and 11).
- 69 F-189
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
PT Bank ICBC Indonesia (Bank ICBC)
PT Bank ICBC Indonesia (Bank ICBC)
Pada tanggal 25 Februari 2013, PT Suri Tani Pemuka (STP), entitas anak, menerima fasilitas pinjaman Kredit Investasi dari Bank ICBC dengan jumlah maksimum sebesar Rp 70 milyar yang digunakan untuk membiayai proyek produksi pakan ikan STP. Pinjaman ini dikenakan bunga mengambang berkisar antara 9% - 10% per tahun. Pinjaman ini dijamin dengan piutang usaha, persediaan dan tanah, bangunan, mesin dan peralatan (Catatan 6, 7 dan 11) milik Perusahaan dan STP. Pinjaman ini telah dilunasi pada tanggal 18 Desember 2015.
On February 25, 2013, PT Suri Tani Pemuka (STP), a subsidiary, obtained a loan investment credit facility from Bank ICBC with maximum loanable amount of Rp 70 billion, which is used to finance a new production plant of fish feed mills of STP. This facility bears floating interest rate ranging 9% - 10% per annum. This loan is collateralized with trade accounts receivable, inventory, land, building, machinery and equipment (Notes 6, 7 and 11) owned by the Company and STP. This facility, has been fully paid on December 18, 2015.
PT Bank Rakyat Indonesia (Persero) Tbk (BRI)
PT Bank Rakyat Indonesia (Persero) Tbk (BRI)
Pada tanggal 19 Maret 2010, PT Santosa Agrindo (SA), entitas anak, memperoleh fasilitas Kredit Usaha Pembibitan Sapi (KUPS) dari BRI dengan jumlah maksimum Rp 66,32 milyar untuk pembelian induk sapi. Pinjaman ini akan jatuh tempo pada tanggal 19 Maret 2016 dan dikenakan tingkat bunga sebesar 5% per tahun. Pinjaman ini dijamin dengan piutang usaha, persediaan, mesin dan peralatan serta aset tetap tertentu milik SA (Catatan 6, 7 dan 11). Pada bulan Maret 2012, SA mengalihkan pinjaman tersebut kepada PT Austasia Stockfeed (ASF), entitas anak dari SA. Pinjaman ini telah dilunasi pada tanggal 18 Desember 2015.
On March 19, 2010, PT Santosa Agrindo (SA), a subsidiary, obtained Kredit Usaha Pembibitan Sapi (KUPS) facility from BRI, with maximum loanable amount of Rp 66.32 billion for purchases of cattle. This loan will mature on March 19, 2016 and bears interest of 5% per annum. This loan is collateralized with trade accounts receivable, inventories, machinery and equipment, and certain property, plant and equipment owned by SA (Notes 6, 7 and 11). In March, 2012, SA transferred this loan to PT Austasia Stockfeed (ASF), SA’s subsidiary. . This facility, has been fully paid on December 18, 2015.
PT Bank Victoria International Tbk (Bank Victoria)
PT Bank Victoria International Tbk (Bank Victoria)
Pada tanggal 12 September 2006, PT Bhirawa Mitra Sentosa (BMS), entitas anak yang diakuisisi pada tahun 2011, memperoleh pinjaman dari Bank Victoria berupa kredit investasi dengan jumlah maksimum sebesar Rp 10 milyar, yang digunakan untuk pembelian kendaraan. Pada tahun 2010, jumlah maksimum pinjaman meningkat sebesar Rp 20,3 milyar. Pinjaman ini telah dilunasi pada tanggal 26 Maret 2015. Pinjaman ini dijaminkan dengan kendaraan milik BMS (Catatan 11).
On September 8, 2006, PT Bhirawa Mitra Sentosa (BMS), a subsidiary acquired in 2011, obtained an investment credit loan from Bank Victoria with maximum amount of Rp 10 billion for the purchase of vehicles. In 2010, the maximum loanable amount was increased to Rp 20.3 billion. This loan has been fully paid on March 26, 2015. This loan is collateralized with vehicles owned by BMS (Note 11).
National Australia Bank Ltd
National Australia Bank Ltd
Japfa Santori Australia Pty Ltd (JSA), entitas anak (Catatan 1), memperoleh pinjaman dari National Australia Bank Ltd berupa fasilitas NAB Business Markets facility dengan jumlah maksimum sebesar AUD 20,000,000 (dalam Dolar penuh) pada tanggal 25 September 2013. Fasilitas di atas digunakan untuk pembelian Riveren dan Inverway Stations. Fasilitas ini akan jatuh tempo pada tanggal 31 Desember 2023. Pinjaman ini dijaminkan dengan tanah dan bangunan milik JSA (Catatan 11) dan limited guarantee dan indemnity sebesar AUD 5.000.000 dari Perusahaan. Pada tahun 2014, JSA memperoleh fasilitas tambahan sebesar AUD 394.473 (dalam Dolar penuh) dan akan jatuh tempo pada tanggal 31 Oktober 2016.
On September 25, 2013, Japfa Santori Australia Pty Ltd (JSA), a subsidiary (Note 1), obtained NAB Business Markets facility with maximum amount of AUD 20,000,000 (in full Dollar). The loans are used for the purchase of Riveren and Inverway Stations. NAB Business Markets facility will be due on December 31, 2023. These loans are collateralized with land and building owned by JSA (Note 11) and limited guarantee and indemnity for AUD 5,000,000 given by the Company. In 2014, JSA obtained a supplementary facility amounting AUD 394,473 (in full Dollar) and will mature on October 31, 2016.
- 70 F-190
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
18.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Beban bunga dari pinjaman-pinjaman di atas sebesar Rp 89.319 tahun 2015 dan Rp 94.451 tahun 2014 (Catatan 28).
Interest expense on the above mentioned loans amounted to Rp 89,319 in 2015 and Rp 94,451 in 2014 (Note 28).
Sehubungan dengan pinjaman-pinjaman tersebut di atas dan utang bank jangka pendek (Catatan 12), Grup diwajibkan antara lain mempertahankan rasio keuangan dan memenuhi batasan-batasan tertentu yang berhubungan dengan terjadinya utang, penjualan aset tetap, investasi, reorganisasi dan hal-hal lainnya yang tercantum dalam perjanjian.
In relation to the above credit facilities and those of short term bank loans (Note 12), the Group is required, among others, to maintain certain financial ratios and fulfill certain covenants concerning incurrence of indebtedness, sale of property, plant and equipment, investments, reorganization and other matters as stated in the agreements.
Pada tanggal 31 Desember 2015, perusahaan dan entitas anak telah memenuhi batasanbatasan tertentu dari utang. Perusahaan dan entitas anak memperoleh surat keringanan atau waivers dari BCA dan Mandiri sehubungan dengan ketidakmampuan memenuhi rasio keuangan tertentu pada tanggal 31 Desember 2014.
As of December 31, 2015, the Company and its subsidiaries had complied with the loan covenants. The Company and its subsidiaries obtained waivers from BCA and Mandiri with respect to non-compliance with certain financial ratio covenants as of December 31, 2014.
Liabilitas Sewa Pembiayaan
18. 2015
Lease Liabilities
2014
a. Berdasarkan jatuh tempo Pembayaran yang jatuh tempo pada tahun 2015 2016 2017 2018 2019 Jumlah pembayaran minimum sewa pembiayaan Bunga Nilai tunai pembayaran minimum sewa pembiayaan Dikurangi bagian yang jatuh tempo dalam waktu satu tahun Utang sewa pembiayaan jangka panjang - Bersih
a. By Due Date 3.455 2.404 801 118
Minimum lease payments 2015 2016 2017 2018 2019
3.892 (320)
6.778 (722)
Total minimum lease payments Interest
3.571
6.056
Present value of minimum lease payments
(2.423)
(3.007)
1.148
3.049
2.672 1.054 155 10
-
b. Berdasarkan lessor
Less current portion Long-term lease liabilities - Net b. By Lessor
PT Bank Jasa Jakarta PT Dipo Star Finance
3.416 155
5.457 599
PT Bank Jasa Jakarta PT Dipo Star Finance
Jumlah
3.571
6.056
Total
Pada tahun 2015 dan 2014, liabilitas sewa pembiayaan merupakan transaksi pembelian kendaraan oleh PT Agrinusa Jaya Santosa, entitas anak, kepada PT Bank Jasa Jakarta dan PT Dipo Star Finance. Liabilitas ini berjangka waktu 3 sampai 7 tahun dengan tingkat bunga efektif mulai dari 4,4% sampai dengan 6,5% pada tahun 2015 dan 2014 serta dijamin dengan aset sewaan tersebut (Catatan 11).
In 2015 and 2014, lease liabilities pertain to the transactions with PT Bank Jasa Jakarta and PT Dipo Star Finance for transportation equipment purchased by PT Agrinusa Jaya Santosa, a subsidiary. These liabilities have terms of 3 until 7 years with effective interest rates ranging from 4.4% to 6.5% per annum in 2015 and 2014, and are secured with the related leased assets (Note 11).
- 71 F-191
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Beban bunga sebesar Rp 599 dan Rp 841 masing-masing untuk tahun 2015 dan 2014 (Catatan 28). 19.
Interest expense amounted to Rp 599 and Rp 841 in 2015 and 2014, respectively (Note 28).
Utang Obligasi
19.
Perincian utang obligasi adalah sebagai berikut:
Details of bonds payable are as follows:
2015 Rupiah Nilai nominal Biaya penerbitan obligasi Jumlah Mata uang asing Dolar Amerika Serikat (Catatan 36) Nilai nominal (US$ 203.000.000 dan US$ 225.000.000 masing-masing pada 31 Desember 2015 dan 2014) Biaya penerbitan obligasi (US$ 3.720.033 tahun 2015 US$ 5.691.445 tahun 2014) Jumlah Jumlah
Bonds Payable
2014
1.500.000 (2.572)
1.500.000 (5.144)
1.497.428
1.494.856
2.800.385
(51.318)
2.799.000
(70.801)
2.749.067
2.728.199
4.246.495
4.223.055
Rupiah Nominal value Bonds issuance cost Total Foreign currency U.S.Dollar (Note 36) Nominal value (US$ 203,000,000 and US$ 225,000,000 as of December 31, 2015 and 2014, respectively) Bonds issuance cost (US$ 3,720,033 in 2015 and US$ 5,691,445 in 2014) Total Total
On May 2, 2013, Comfeed Finance B.V., a subsidiary, as the issuer, the Company, as the parent guarantor, certain entities listed in the Indenture (Company’s subsidiaries), as the subsidiary guarantors and The Bank of New York Mellon, as the trustee, have entered into an Indenture, wherein, the issuer, has issued 6% Senior Notes Due 2018 (the “Notes”) with aggregate principal amount of US$ 225,000,000, and interest is payable every six months up to May 2, 2018. The “Notes” is listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
Pada tanggal 2 Mei 2013, Comfeed Finance B.V., entitas anak, sebagai penerbit, Perusahaan, sebagai parent guarantor, entitas anak tertentu yang disebutkan dalam Perjanjian (Entitas anak dari Perusahaan), sebagai subsidiary guarantors dan Bank New York Mellon, sebagai wali amanat, telah menandatangani Perjanjian, dimana, penerbit, menerbitkan 6% Senior Notes Due 2018 (“Notes”) dengan jumlah pokok sebesar US$ 225.000.000, bunga dibayar setiap enam bulan sampai dengan 2 Mei 2018. “Notes” tersebut terdaftar di Singapore Exchange Securities Trading Limited (SGX-ST).
On various dates in 2015, the Company purchased from the market US$22,000,000 (in full amount) (equivalent to Rp 303,490 in Rupiah) of Comfeed Finance B.V.’s outstanding Notes for US$15,385,000 (in full amount) (equivalent to Rp 222,302 in Rupiah). The purchase has resulted to a gain totaling to US$ 6,171,585 (in full amount) (equivalent to Rp 86,350 in Rupiah) which is included in “Others” account in the 2015 consolidated statement of profit or loss and other comprehensive income.
Dalam berbagai tanggal pada tahun 2015, Perusahaan membeli US$ 22.000.000 (dalam jumlah penuh) (setara dengan Rp 303.490 dalam Rupiah) dari Notes yang beredar Comfeed Finance B.V. untuk US $ 15.385.000 (dalam jumlah penuh) (setara dengan Rp 222.302 dalam Rupiah). Pembelian telah mengakibatkan keuntungan sebesar US $ 6.171.585 (dalam jumlah penuh) (setara dengan Rp 86.350 dalam Rupiah) yang termasuk dalam akun "Lainnya" pada 2015 laporan laba rugi dan pendapatan komprehensif lain.
- 72 F-192
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 31 Oktober 2011, Perusahaan telah menyampaikan Pernyataan Pendaftaran kepada Bapepam - LK dalam rangka Penawaran Umum Berkelanjutan Obligasi Berkelanjutan I Japfa. Pada tanggal 29 Desember 2011, Perusahaan menerima Surat Pemberitahuan Efektif Pernyataan Pendaftaran No. S-13948/BL/2011 dari Ketua Bapepam-LK sehubungan dengan Penawaran Umum Berkelanjutan Obligasi Berkelanjutan I Japfa Tahun 2012 sebesar Rp 1.500 miliar.
On October 31, 2011, the Company has submitted a Statement of Registration to Bapepam - LK regarding Public Offering of Japfa I Sustainable Bonds. On December 29, 2011, the Company obtained the Notice of Effectivity from Chairman of Bapepam-LK in his letter No. S-13948/BL/2011 for its Public Offering of Japfa I Sustainable Bonds year 2012 totaling to Rp 1,500 billion.
Pada bulan Januari 2012, Perusahaan menerbitkan Obligasi Berkelanjutan I Japfa Tahap I Tahun 2012 dalam mata uang Rupiah dengan jumlah sebesar Rp 1.250 milyar. Jangka waktu obligasi ini adalah 5 tahun dan jatuh tempo pada tahun 2017. Tingkat suku bunga tetap sebesar 9,9% per tahun, dibayar triwulanan. Seluruh obligasi dijual pada nilai nominal dan tercatat di Bursa Efek Indonesia, dengan PT Bank CIMB Niaga Tbk sebagai wali amanat. Dana obligasi ini digunakan untuk mendirikan pabrik pakan ternak dan unit pengeringan jagung (corn dryer), melunasi utang bank, melunasi obligasi Japfa I Tahun 2007 dan untuk modal kerja. Perusahaan memiliki opsi untuk melakukan pembelian kembali (buy back) sebagian atau seluruh obligasi setelah ulang tahun pertama sejak tanggal emisi (tanggal penerbitan).
In January 2012, The Company issued Rupiah Denominated Japfa I Sustainable Bonds level 1 year 2012 totaling to Rp 1,250 billion. The bonds have term of 5 years until 2017. Interest rate is fixed at 9.9% per annum, payable quarterly. All the bonds were sold at its nominal value and are listed at the Indonesia Stock Exchange, with PT Bank CIMB Niaga Tbk as trustee. The proceeds were used to build animal feed factories and corn dryer units, to pay bank loan, to pay Japfa I Bonds year 2007, and for working capital purposes. The Company has an option to redeem the bonds, partially or in full, after a year from the issuance date.
Pada bulan Februari 2012, Perusahaan menerbitkan Obligasi Berkelanjutan I Japfa Tahap II Tahun 2012 dalam mata uang Rupiah dengan jumlah sebesar Rp 250 milyar. Jangka waktu obligasi ini adalah 5 tahun dan jatuh tempo pada tahun 2017. Tingkat suku bunga tetap sebesar 9,9% per tahun, dibayar triwulanan. Seluruh obligasi dijual pada nilai nominal dan tercatat di Bursa Efek Indonesia, dengan PT Bank CIMB Niaga Tbk sebagai wali amanat. Dana obligasi ini digunakan untuk mendirikan pabrik pakan ternak dan unit pengeringan jagung (corn dryer), melunasi utang bank dan untuk modal kerja. Perusahaan memiliki opsi untuk melakukan pembelian kembali (buy back) sebagian atau seluruh obligasi setelah ulang tahun pertama sejak tanggal emisi (tanggal penerbitan).
In February 2012, the Company issued Rupiah denominated Japfa I Sustainable Bonds level 2 year 2012 totaling to Rp 250 billion. The bonds have term of 5 years until 2017. Interest rate is fixed at 9.9% per annum, payable quarterly. All the bonds were sold at its nominal value and are listed at the Indonesia Stock Exchange, with PT Bank CIMB Niaga Tbk as trustee. The proceeds were used to build animal feed factories and corn dryer units, to pay bank loan and for working capital purposes. The Company has an option to redeem the bonds, partially or in full, after a year from the issuance date.
Perusahaan tidak diwajibkan untuk membentuk dana pelunasan obligasi (bond sinking fund), tetapi Perusahaan diwajibkan untuk mempertahankan rasio keuangan tertentu.
The Company is not required to establish a bond sinking fund in relation to the bonds issued. However, the Company is required to maintain certain financial ratios, among others.
Berdasarkan peringkat yang dibuat oleh PT Pemeringkat Efek Indonesia (Pefindo) tanggal 9 Oktober 2015, peringkat obligasi Perusahaan adalah “ id A” (Single A).
Based on the rating issued by PT Pemeringkat Efek Indonesia (Pefindo) on October 9, 2015, the bonds are rated “ id A” (single A).
- 73 F-193
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tahun 2015 dan 2014, beban bunga atas utang obligasi di atas masing-masing sebesar Rp 346.049 dan Rp 326.363 (Catatan 28). 20.
In 2015 and 2014, interest expense on these bonds payable amounted to Rp 346,049 and Rp 326,363, respectively (Note 28).
Goodwill
20. 1 Januari 2015/ January 1, 2014
Goodwill
Perubahan selama tahun 2015/ Changes during and 2015 Penambahan/ Pengurangan/
31 Desember 2015/ December 31, 2015
Biaya Perolehan
71.481
-
-
71.481
Penurunan Nilai
1.345
-
-
1.345
Nilai Tercatat
70.136
1 Januari 2014/ January 1, 2014 Biaya Perolehan
71.358
Penurunan Nilai
1.345
Nilai Tercatat
70.136
Perubahan selama tahun 2014/ Changes during and 2014 Penambahan/ Pengurangan/ 123 -
Impairment Net Book Value
31 Desember 2014/ December 31, 2014
-
71.481
-
1.345
70.013
At cost
70.136
At cost Impairment Net Book Value
Pada tahun 2011, Grup melakukan akuisisi PT Primatama Karya Persada (PKP), PT Adiguna Bintang Lestari (ABL) dan PT Bhirawa Mitra Sentosa (BMS). Pada tanggal akuisisi terdapat perbedaan biaya perolehan akuisisi di atas nilai wajar dari aset dan liabilitas teridentifikasi yang diakuisisi sebesar Rp 70.015 yang dicatat sebagai goodwill.
In 2011, the Group acquired PT Pritama Karya Persada (PKP), PT Adiguna Bintang Lestari (ABL) and PT Bhirawa Mitra Sentosa (BMS). At the effective date of the acquisition, the excess of acquisition cost over the fair value of identifiable assets and liabilities acquired totaling to Rp 70,015 was recorded as part of goodwill.
Berdasarkan pengujian penurunan yang dilakukan pada 31 Desember 2015 dan 2014, tidak terdapat penurunan nilai goodwill.
Based on impairment testing performed as of December 31, 2015 and 2014, there’s no further impairment in goodwill.
Uji Penurunan Nilai Goodwill
Impairment Test for Goodwill
Nilai tercatat goodwill seluruhnya dialokasikan ke Unit Penghasil Kas (UPK) peternakan Grup.
The carrying value of goodwill was all allocated to the Cash Generating Unit (CGU) commercial farm unit of the Group.
Atas nilai terpulihkan UPK tersebut ditentukan berdasarkan perhitungan nilai pakai. Nilai pakai ditentukan dengan mesdiskontohan arus kas masa depan yang diharapkan akan dihasilkan dari pemakaian berkelanjutan atas UPK tersebut. Perhitungan nilai pakai berdasarkan pada asumsiasumsi berikut:
The recoverable amount of the abovementioned CGU is determined based on value-in-use calculations. Value in use was determined by discounting the future cash flows expected to be generated for the continuing use of the units. The calculation of value in use was based on the following key assumptions:
x
x
Berdasarkan proyeksi keuangan yang disusun manajemen untuk tahun 2016 2020, dihitung arus kas bersih dan kemudian akan didiskontokan dengan tingkat diskonto yang sesuai.
- 74 F-194
Based on financial projection prepared by management for years 2016 - 2020 and the net cashflows will be discounted with an appropriate discount rate.
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) x
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) x
Tingkat diskonto sebelum pajak yang digunakan untuk menghitung jumlah terpulihkan adalah sebesar 12%. Tingkat diskonto ini diestimasi berdasarkan rata-rata tertimbang biaya modal yang dialokasikan oleh Grup kepada UPK tersebut.
Asumsi utama sebagaimana dijelaskan di atas dapat berubah sejalan dengan perubahan kondisi ekonomi dan pasar. 21.
Pengukuran Nilai Wajar
The key assumptions described above may change as economic and market conditions change. 21.
Tabel berikut menyajikan pengukuran nilai wajar aset dan liabilitas tertentu Grup:
Liabilitas yang nilai wajarnya disajikan Pinjaman dan utang dengan bunga Utang Bank (bagian jangka pendek dan bagian jangka panjang) Utang pembelian aset tetap (bagian jangka pendek dan bagian jangka panjang) Liabilitas sewa pembiayaan (bagian jangka pendek dan bagian jangka panjang Utang obligasi
Fair Value Measurement
The following table provides the fair value measurement of the Group’s certain assets and liabilities:
31 Desember 2015/December 31, 2015 Pengukuran nilai wajar menggunakan:/ Fair value measurement using: Input signifikan yang tidak Input signifikan dapat Harga kuotasian yang dapat diobservasi dalam pasar aktif/ di observasi (Level 3)/ (Level 1)/ (Level 2)/ Significant Quoted prices Significant unobservable in active markets observable inputs inputs (Level 1) (Level 2) (Level 3)
Nilai Tercatat/ Carrying Values Aset yang diukur pada nilai wajar: Aset tetap dengan model revaluasi Bangunan (Catatan 11) Mesin (Catatan 11)
Pre-tax discount rate of 12%, was applied in determining the recoverable amounts. This discount rate was determined based on the weighted average cost of capital allocated by the Group to this unit.
2.292.624 1.977.782
-
-
2.292.624 1.977.782
711.368
-
713.687
-
3.402
-
3.402
-
3.571
-
3.571 4.246.495
3.757.738
-
Assets measured at fair value: Revalued property,plant and equipment Buildings (Note 11) Machinery (Note 11) Liabilities for which fair values are disclosed: Interest-bearing loans and borrowings: Bank loans (including current and noncurrent portion) Liability for the purchase of property, plant and equipment (including current and noncurrent portion) Lease liabilities (including current and noncurrent portion) Bonds payable
31 Desember 2014/December 31, 2014 Level 1 Level 2 Level 3 Liabilitas Keuangan Liabilitas Keuangan yang diukur pada nilai wajar melalui laporan laba rugi Instrumen keuangan derivatif
Financial Liability measured fair value
-
1.194
- 75 F-195
-
Financial liability at FVPL Derivative financial instrument
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 2014
Nilai Tercatat/ Carrying Amounts Liabilitas Keuangan Tidak Lancar yang Nilai Wajarnya Disajikan: Pinjaman jangka panjang (termasuk jangka pendek dan jangka panjang ) Utang pembelian aset tetap (termasuk jangka pendek dan jangka panjang ) Liabilitas sewa pembiayaan (termasuk jangka pendek dan jangka panjang ) Utang obligasi
Estimasi Nilai Wajar/Estimated Fair Values Noncurrent Financial Liabilities For Which Fair Values are Disclosed:
797.117
800.379
1.141
1.141
Long-term loans (including current and non-current) Liability for the purchase of property, plant and equipment (including current and non-current)
6.056 4.223.055
6.056 4.218.423
Lease liabilities (including current and non-current) Bonds payable
Nilai wajar instrumen keuangan yang diperdagangkan di pasar aktif adalah berdasarkan kuotasi harga pasar pada tanggal pelaporan. Pasar dianggap aktif apabila kuotasi harga tersedia sewaktu-waktu dan dapat diperoleh secara rutin dari bursa, pedagang efek atau perantara efek, badan penyedia jasa penentuan harga kelompok industri atau badan pengatur, dan harga tersebut mencerminkan transaksi pasar yang aktual dan rutin dalam suatu transaksi yang wajar. Kuotasi harga pasar yang digunakan untuk aset keuangan yang dimiliki oleh Grup adalah harga penawaran (bid price) terkini. Instrumen keuangan seperti ini termasuk dalam hirarki Level 1.
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer or broker, industry group pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transaction on an arm’s lengths basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.
Nilai wajar instrumen keuangan yang tidak diperdagangkan di pasar aktif ditentukan menggunakan teknik penilaian. Teknik penilaian ini memaksimalkan penggunaan data pasar yang dapat diobservasi yang tersedia dan sesedikit mungkin mengandalkan estimasi spesifik yang dibuat oleh entitas. Jika seluruh input signifikan yang dibutuhkan untuk menentukan nilai wajar dapat diobservasi, maka instrumen tersebut termasuk dalam hirarki Tingkat 2. Instrumen yang termasuk dalam hirarki Tingkat 2 adalah instrumen keuangan derivatif.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity’s specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. Instruments included in Level 2 comprise derivative financial instruments.
Jika satu atau lebih input signifikan tidak diambil dari data pasar yang dapat diobservasi, maka instrumen tersebut termasuk dalam hirarki Level 3.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
- 76 F-196
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 22.
Kepentingan Nonpengendali
22. 2015
a. Ekuitas yang dapat diatribusikan kepada kepentingan nonpengendali PT Indojaya Agrinusa PT Iroha Sidat Indonesia PT Bumi Asri Lestari PT Ciomas Adisatwa PT Multi Makanan Permai Jumlah b. Laba(rugi) yang dapat diatribusikan kepada kepentingan nonpengendali PT Indojaya Agrinusa PT Iroha Sidat Indonesia PT Bumi Asri Lestari PT Jakamitra Indonesia PT Indonesia Pelleting PT Multi Makanan Permai Jumlah
23.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) Noncontrolling Interests
2014 a. Distributable equity to noncontrolling interests
450.298 43.037 319 5 4.128
381.887 43.209 (266) 5 -
497.787
424.835
PT Indojaya Agrinusa PT Iroha Sidat Indonesia PT Bumi Asri Lestari PT Ciomas Adisatwa PT Multi Makanan Permai Total b. Distributable income (loss) to noncontrolling interests
68.411 (172) 585 (561)
49.289 1.954 1.290 (238) 8 -
68.263
52.303
Modal Saham
23.
Susunan kepemilikan saham Perusahaan pada tanggal 31 Desember 2015 dan 2014 sesuai dengan registrasi dari PT Kustodian Sentral Efek Indonesia dan Biro Administrasi Efek Perusahaan, adalah sebagai berikut:
PT Indojaya Agrinusa PT Iroha Sidat Indonesia PT Bumi Asri Lestari PT Jakamitra Indonesia PT Indonesia Pelleting PT Multi Makanan Permai Total
Capital Stock The following composition of stockholders is in accordance with PT Kustodian Sentral Efek Indonesia and the Share Registration Bureau (Registrasi Biro Administrasi Efek Perusahaan) as of December 31, 2015 and 2014:
31 Desember 2015/December 31, 2015 Persentase Jumlah Modal Kepemilikan/ Disetor/ Jumlah Saham/ Percentage of Total Paid-up Number of Shares Ownership Capital Stock % 6.165.985.835 57,84 768.329
Nama Pemegang Saham/Name of Stockholder Japfa Ltd. Masyarakat/Public (masing-masing dibawah 5%/below 5% each ) Jumlah saham beredar/Total outstanding shares Modal saham diperoleh kembali/treasury stock Jumlah/Total
4.474.212.335
41,97
880.204
10.640.198.170
99,81
1.648.533
20.324.740
0,19
17.717
10.660.522.910
100,00
1.666.250
31 Desember 2014/December 31, 2014 Persentase Jumlah Modal Kepemilikan/ Disetor/ Jumlah Saham/ Percentage of Total Paid-up Number of Shares Ownership Capital Stock % 6.130.699.735 57,51 766.918
Nama Pemegang Saham/Name of Stockholder Japfa Ltd. (dahulu/formerly Japfa Holdings Pte. Ltd.) Masyarakat/Public (masing-masing dibawah 5%/below 5% each ) Jumlah saham beredar/Total outstanding shares Modal saham diperoleh kembali/treasury stock Jumlah/Total
- 77 F-197
4.509.498.435
42,30
881.615
10.640.198.170
99,81
1.648.533
20.324.740
0,19
17.717
10.660.522.910
100,00
1.666.250
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Berdasarkan Rapat Umum Pemegang Saham Luar Biasa tanggal 20 Maret 2013, para pemegang saham menyetujui untuk melakukan pemecahan nilai nominal atas saham Perusahaan Seri A dengan nilai nominal Rp 1.000 per saham (dalam Rupiah penuh) menjadi Rp 200 per saham (dalam Rupiah penuh) mengakibatkan peningkatan jumlah modal dasar dari 2.000.000.000 saham menjadi 10.000.000.000 saham dan jumlah saham yang ditempatkan dan disetor penuh dari 1.549.786.582 saham menjadi 7.748.932.910, dan saham Seri B dengan nilai nominal Rp 200 per saham (dalam Rupiah penuh) menjadi Rp 40 per saham (dalam Rupiah penuh) mengakibatkan peningkatan jumlah modal dasar dari 5.000.000.000 saham menjadi 25.000.000.000 saham dan jumlah saham yang ditempatkan dan disetor dari 582.318.000 saham menjadi 2.911.590.000 saham. Perubahan ini diaktakan dengan akta notaris Dr. Irawan Soerodjo, SH, Msi, No. 258 dan 259 tanggal 20 Maret 2013 dan telah mendapat persetujuan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusannya No. AHU-AH.01.1011682 tanggal 2 April 2013.
Based on the Extraordinary General Stockholders’ Meeting held on March 20, 2013, the stockholders agreed to split the nominal value of Company’s Series A shares from par value of Rp 1,000 per share (in full Rupiah) to Rp 200 per share (in full Rupiah) resulting in the increase in the number of authorized shares from 2,000,000,000 to 10,000,000,000 shares and in the number of issued and paid-up shares from 1,549,786,582 to 7,748,932,910, and Series B shares from par value of Rp 200 per share (in full Rupiah) to Rp 40 per share (in full Rupiah) resulting in the increase in the number of authorized shares from 5,000,000,000 to 25,000,000,000 shares and in the number of issued and paid-up shares from 582,318,000 to 2,911,590,000 shares. This change was notarized by deed of public notary Dr. Irawan Soerodjo, SH, Msi, Nos. 258 and 259 dated March 20, 2013 and was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-AH.01.10-11682 dated April 2, 2013.
Pada tanggal 31 Desember 2015 dan 2014, Perusahaan telah mencatatkan seluruh sahamnya pada Bursa Efek Indonesia. Seluruh saham yang diterbitkan oleh Perusahaan telah disetor penuh.
As of December 31, 2015 and 2014, all of the Company’s shares are listed in the Indonesia Stock Exchange. All shares issued by the Company were fully paid.
Manajemen Permodalan
Capital Management
Tujuan utama dari pengelolaan modal Grup adalah untuk memastikan bahwa Grup mempertahankan rasio modal yang sehat dalam rangka mendukung bisnis dan memaksimalkan nilai pemegang saham serta untuk menjaga struktur optimal permodalan yang optimal untuk mengurangi biaya permodalan.
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholder value as well as maintain an optimal capital structure to reduce the cost of capital.
Grup mengelola struktur modal dan membuat penyesuaian terhadap struktur modal sehubungan dengan perubahan kondisi ekonomi. Grup memantau modalnya dengan menggunakan analisa gearing ratio (rasio utang terhadap modal), yakni membagi utang bersih terhadap jumlah modal.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. The Group monitors its capital using gearing ratios, by dividing net debt with the total capital.
Struktur permodalan Grup terdiri dari jumlah ekuitas (terdiri dari modal saham, tambahan modal disetor, saham treasuri, saldo laba, komponen ekuitas lainnya and kepentingan nonpengendali) dan pinjaman dan utang bersih (terdiri dari pinjaman bank jangka pendek, utang pembelian aset tetap, utang sewa pembiayaan, pinjaman jangka panjang dan utang obligasi dikurangi dengan saldo kas).
The Group’s capital structure consists of total equity (consisting of capital stock, additional paid-in capital, treasury stock, retained earnings, other equity components and noncontrolling interest) and net debt (consisting of short-term bank loans, liability for the purchase of property, plant and equipment, lease liabilities, long-term loans and bonds payable, reduced by cash and cash equivalents).
- 78 F-198
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Rasio utang bersih terhadap ekuitas pada tanggal 31 Desember 2015 dan 2014 adalah sebagai berikut:
Ratio of net debt to equity as December 31, 2015 and 2014 are as follows:
2015
24.
of
2014
Jumlah pinjaman dan utang Dikurangi: kas Utang bersih
6.827.992 (901.207) 5.926.785
7.240.259 (768.461) 6.471.798
Total borrowings Less: cash and cash equivalents Net debt
Jumlah ekuitas
6.109.692
5.179.545
Total equity
Rasio utang terhadap ekuitas
97,01%
124,95%
Tambahan Modal Disetor
24.
Gearing ratio
Additional Paid-in Capital
Akun ini merupakan agio saham sehubungan dengan:
This account represents additional paid-in capital in connection with the following:
Penjualan saham Perusahaan pada penawaran umum kepada masyarakat tahun 1989 Jumlah yang diterima untuk pengeluaran 4.000.000 saham Jumlah yang dicatat sebagai modal disetor
Sales of the Company's shares through public offering in 1989
Bersih Penawaran umum terbatas kepada pemegang saham tahun 1990 Jumlah yang diterima untuk pengeluaran 24.000.000 saham Jumlah yang dicatat sebagai modal disetor Bersih Saldo tambahan modal disetor per 31 Desember 1990 Pembagian saham bonus tahun 1991 sebanyak 80.000.000 saham Bersih Konversi atas obligasi konversi menjadi saham tahun 1991 Jumlah obligasi yang dikonversi Jumlah yang dicatat sebagai modal disetor Bersih
28.800 (4.000)
Proceeds from the issuance of 4,000,000 shares Amount recorded as paid-up capital
24.800
Net
84.000 (24.000) 60.000 84.800 (80.000) 4.800
66.565 (28.941) 37.624
Rights offering to stockholders in 1990 Proceeds from the issuance of 24,000,000 shares Amount recorded as paid-up capital Net Balance of additional paid-in capital as of December 31, 1990 Distribution of bonus shares in 1991 of 80,000,000 shares Net Conversion of convertible bonds into shares in 1991 Total bonds converted Amount recorded as paid-up capital Net
Saldo tambahan modal disetor per 31 Desember 2001 Konversi atas saldo pinjaman yang direstrukturisasi pada tahun 2002
42.424 130.495
Balance of additional paid-in capital as of December 31, 2001 Conversion of restructured debts in 2002
Saldo tambahan modal disetor per 31 Desember 2008
172.919
Balance of additional paid-in capital as of December 31, 2008
Penerbitan saham seri B Jumlah yang diterima untuk penerbitan 582.318.000 lembar Jumlah yang dicatat sebagai modal disetor
369.772 (116.464)
Issuance of Series B shares Proceeds from the issuance of 582,318,000 shares Amount recorded as paid-up capital
253.308 Saldo tambahan modal disetor per 31 Desember 2011 dan 2010 Penerbitan saham seri B Jumlah yang diterima untuk penerbitan 60.371.922 lembar Jumlah yang dicatat sebagai modal disetor Reklasifikasi sehubungan dengan adopsi penerapan PSAK No. 38 (Revisi 2012)
426.227 213.528 (60.372) 316.232
Balance of additional paid-in capital as of December 31, 2011 and 2010 Issuance of Series B shares Proceeds from the issuance of 60,371,922 shares Amount recorded as paid-up capital Reclassification in relation to adoption of PSAK No. 38 (Revised 2012)
469.388 Saldo tambahan modal disetor per 31 Desember 2015 dan 2014
895.615
- 79 F-199
Balance of additional paid-in capital as of December 31, 2015 and 2014
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Sehubungan dengan penerapan PSAK No.38 (Revisi 2012), Grup mereklasifikasi saldo akun ”selisih nilai transaksi restrukturisasi entitas sepengendali” sebesar Rp 316.232 ke akun ”Tambahan modal disetor”. Akun ini terutama merupakan selisih antara jumlah imbalan yang dialihkan dan nilai tercatat transaksi restrukturisasi yang timbul terutama dari penjualan kepemilikan saham Perusahaan di PT So Good Food kepada Jupiter Foods Pte. Ltd. dan Annona Pte. Ltd, entitas sepengendali, pada tahun 2011. 25.
In relation to the adoption of PSAK No. 38 (Revised 2012), the Group has reclassified the “Differences in value arising from restructuring transactions among entities under common control” account amounting to Rp 316,232 to “Additional paid-in capital”. This account mainly represents the difference between the amount of consideration transferred and the carrying value of restructuring transactions which arose mainly from the Company’s disposal in 2011 of PT So Good Food to Jupiter Foods Pte. Ltd. and Annona Pte. Ltd, entities under common control.
Penjualan Bersih
25.
Perincian penjualan berdasarkan segmen usaha:
Details of sales by business segment:
2015
26.
Net Sales
2014
Peternakan dan produk konsumen Pakan ternak Budidaya perairan Ayam umur sehari Peternakan sapi Perdagangan dan lain-lain
10.271.435 9.208.189 2.383.188 1.513.289 1.411.770 709.114
9.413.898 10.223.506 2.350.357 1.242.238 1.360.707 536.702
Commercial farm and consumer products Animal feeds Aquaculture Day old chick Cattle Trading and others
Jumlah Dikurangi potongan penjualan
25.496.985 (474.072)
25.127.408 (668.528)
Total Sales discounts
Bersih
25.022.913
24.458.880
Net
Tidak terdapat penjualan kepada satu pihak yang melebihi 10% dari jumlah penjualan bersih pada tahun 2015 dan 2014.
There were no sales to a single customer which exceeded 10% of the net sales in 2015 and 2014.
2,25% dan 2,65% dari penjualan bersih untuk tahun-tahun yang berakhir tanggal 31 Desember 2015 dan 2014 dilakukan dengan pihak berelasi (Catatan 32).
Sales to related parties represent 2.25% and 2.65% of the net sales for the years ended December 31, 2015 and 2014, respectively (Note 32).
Beban Pokok Penjualan
26.
Perincian beban pokok penjualan adalah sebagai berikut:
Cost of Goods Sold Details of cost of goods sold are as follows:
2015
2014
Bahan baku yang digunakan Tenaga kerja langsung Biaya pabrikasi
17.900.263 427.292 2.318.210
18.450.083 300.533 1.835.187
Raw materials used Direct labor Manufacturing expenses
Jumlah biaya produksi Persediaan barang dalam proses Awal tahun Akhir tahun
20.645.765
20.585.803
Total manufacturing costs Work in process At beginning of year At end of year
Beban pokok produksi Persediaan barang jadi Awal tahun Pembelian Akhir tahun
20.580.393
Beban pokok penjualan
21.029.912
529.104 (594.476)
482.810 (529.104) 20.539.509
561.466 517.940 (629.887)
480.125 575.138 (561.466) 21.033.306
- 80 F-200
Cost of goods manufactured Finished goods At beginning of year Purchases At end of year Cost of goods sold
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Jumlah pembelian yang dilakukan dengan pihak berelasi mencerminkan 20,43% dan 22,81% dari penjualan bersih untuk tahun-tahun yang berakhir tanggal 31 Desember 2015 dan 2014 (Catatan 32).
27.
Purchases from related parties represent 20.43% and 22.81% of the net sales for the years ended December 31, 2015 and 2014, respectively (Note 32).
Beban Usaha
27. 2015
Beban Penjualan Gaji dan tunjangan karyawan Pengangkutan penjualan Komisi penjualan Pemeliharaan kendaraan Penyusutan (Catatan 10 dan 11) Perjalanan dan pengiriman Bongkar muat Biaya ekspor barang Sewa Keperluan kantor Telepon telegram dan faksimili Iklan dan promosi Pemeliharaan Lain-lain Jumlah Beban umum dan administrasi Gaji dan tunjangan karyawan Imbalan kerja jangka panjang (Catatan 29) Keamanan Penyusutan (Catatan 10 dan 11) Perjalanan dinas Listrik dan air Sewa Keperluan kantor Beban penurunan nilai (Catatan 6) Jasa profesional Pemeliharaan kendaraan Pemeliharaan dan reparasi Telepon, telegram, dan faksimili Administrasi bank Alat tulis dan cetakan Perijinan Representasi dan sumbangan Humas Amortisasi Asuransi Iuran dan langgaran Jasa teknologi informasi Lain-lain Jumlah
Operating Expenses
2014
174.465 131.197 60.404 60.396 25.638 15.270 14.708 11.358 11.288 10.399 4.446 3.779 2.423 64.146
153.484 109.815 63.797 56.220 24.550 16.108 5.865 3.959 11.236 8.638 4.471 6.941 2.385 54.946
589.917
522.415
857.510 140.764 134.605 77.169 59.107 50.664 39.497 33.788 27.403 26.772 35.477 26.574 20.420 19.164 12.897 12.261 11.624 11.585 11.199 10.794 5.383 2.040 48.444
868.368 133.628 105.076 70.829 69.073 44.654 34.208 35.603 1.845 26.646 34.797 29.693 19.892 19.962 13.705 15.981 12.098 16.731 3.889 7.392 5.665 2.082 46.717
1.675.141
1.618.534
- 81 F-201
Selling Expenses Salaries and employee benefits Freight Sales commission Vehicles maintenance Depreciation (Notes 10 and 11) Travel and courier services Freight forwarding Export charges Rental Office supplies Telephone, telex, and facsimile Advertising and promotion Maintenance Others Total General and Administrative Expenses Salaries and employee benefits Long-term employee benefits (Note 29) Security Depreciation (Notes 10 and 11) Travel Electricity and water Rental Office supplies Provision for impairment (Note 6) Professional fees Vehicles maintenance Repairs and maintenance Telephone, telex, and facsimile Bank charges Stationery and printing Licenses Donation and representation Public relations Amortization Insurance Subscription and membership fees Information technology services Others Total
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 28.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Beban Bunga
28. 2015
Beban bunga dari: Utang bank jangka pendek dan jangka panjang (Catatan 12 dan 17) Utang obligasi (Catatan 19) Utang sewa pembiayaan (Catatan 18)
366.797 326.363 841
67 54
Jumlah
29.
2014
334.291 346.049 599
Utang pembelian aset tetap Utang lain-lain
Interest Expense
150 -
681.060
694.151
Imbalan Kerja Jangka Panjang
29.
Interest expense on: Short-term and long-term bank loans (Notes 12 and 17) Bonds payable (Note 19) Lease liabilities (Note 18) Liability for the purchase of property, plant and equipment Others Total
Long-term Employment Benefits
Grup membukukan imbalan pasca kerja imbalan pasti untuk karyawan sesuai dengan Undang Undang Ketenagakerjaan No. 13/2003. Pada tahun 2015 dan 2014, jumlah karyawan yang berhak atas imbalan pasca kerja tersebut masingmasing adalah 12.401 karyawan dan 11.751 karyawan.
The Group provides post-employment benefits to its qualified employees in accordance with Labor Law No. 13/2003. In 2015 and 2014, there are 12,401 and 11,751 employees, respectively, who are entitled to the benefits.
Grup telah menunjuk PT Bank Muamalat Indonesia Tbk untuk mengelola program pensiun tersebut melalui Dana Pensiun Lembaga Keuangan PT Bank Muamalat Indonesia Tbk, yang pendiriannya telah disetujui oleh Menteri Keuangan Republik Indonesia berdasarkan Surat Keputusan No. KEP – 084/KM.10/2007 tanggal 23 April 2007. Iuran pensiun yang ditanggung seluruhnya oleh Grup.
The Group has appointed PT Bank Muamalat Indonesia Tbk to manage the pension plan through PT Bank Muamalat Indonesia Tbk, Financial Institution Pension Fund, which establishment has been approved by the Minister of Finance of the Republic of Indonesia based on Decision Letter No. KEP – 084/KM.10/2007 dated April 23, 2007. All of contributions are borne by the Group.
Liabilitas yang disajikan pada laporan posisi keuangan konsolidasian terkait kewajiban Grup atas program imbalan pasti adalah sebagai berikut:
The liabilities amount included in the consolidated statement of financial position arising from the Group’s obligation in respect of its defined benefit plan is as follows:
2015 Nilai kini kewajiban imbalan pasti Nilai wajar aset program Jumlah liabilitas imbalan kerja jangka panjang
2014
957.837 (32.231)
906.964
Present value of unfunded defined-benefit Fair value of plan assets
906.964
Total long-term employee benefits liability
-
925.606
Imbalan kerja jangka panjang yang harus diakui sebagai asset pada tanggal 31 Desember 2015 dan 2014 masing-masing adalah sebesar Rp 32.231 dan nihil.
Long-term employee benefits which should be recognized as assets as of December 31, 2015 and 2014 amounted to Rp 32,231 and nil, respectively.
- 82 F-202
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) Jumlah-jumlah yang diakui dalam Iaporan laba rugi dan penghasilan komprehensif lain konsolidasian sehubungan dengan imbalan pasti adalah sebagai berikut:
Amounts recognized in the consolidated statement of profit or loss and other comprehensive income in respect of this benefit plans are as follows:
2015 Biaya jasa: Biaya jasa kini Biaya jasa lalu dan keuntungan (kerugian) dari penyelesaian Biaya bunga neto Penghasilan bunga aset program Penyesuaian Efek kurtailmen Komponen biaya imbalan pasti yang diakui di laba rugi
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
2014
(66.856)
(63.701)
3 (74.131) 1.137 (917) -
(379) (66.880) (3.146) 478
(140.764)
(133.628)
Pengukuran kembali liabilitas imbalan pasti: Imbal hasil aset program (tidak termasuk jumlah yang sudah termasuk dalam biaya bunga neto) Kerugian aktuarial yang timbul dari perubahan asumsi aktuarial Penyesuaian pengalaman Komponen biaya imbalan pasti yang diakui di penghasilan komprehensif lain Jumlah
Service cost: Current service costs Past service cost and gain (loss) from settlements Net interest expense Interest income on plan asset Immediate adjustment Effect of curtailment Components of defined benefit costs recognized in profit or loss Remeasurement of the defined benefit liability: Return on plan assets (excluding amounts
(187)
-
64.081 (24.355)
(37.584) (22.967)
39.539
(60.551)
(101.225)
(194.179)
included in net interest expense) Actuarial losses (gains) arising from changes in actuarial assumptions Experience adjustments Components of defined benefit costs recognized in other comprehensive income Total
Biaya jasa kini dan biaya bunga neto untuk tahun berjalan disajikan sebagai bagian dari “Beban umum dan administrasi” pada laba rugi (Catatan 27).
The current service cost and the net interest expense for the year are included in the “General and administrative expenses” (Note 27) in the profit or loss.
Pengukuran kembali atas liabilitas imbalan pasti diakui dalam penghasilan komprehensif lain.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
Mutasi nilai kini kewajiban imbalan pasti adalah sebagai berikut:
Movements of present value of defined benefit obligation are as follows:
31 Desember/December 31 2015 2014 Saldo awal tahun Biaya jasa kini Biaya jasa lalu dan keuntungan (kerugian) dari penyelesaian Biaya bunga neto Penghasilan bunga aset program Penyesuaian Efek kurtailmen Imbal hasil aset program (tidak termasuk jumlah yang sudah
906.964 66.856 (3) 74.131 (1.137) 917 -
735.451 63.701 379 66.880 3.146 (478)
Balance at the beginning of the year Current service costs Past service cost and gain (loss) from settlements Net interest expense Interest income on plan asset Immediate adjustment Effect of curtailment Return on plan assets (excluding amounts
termasuk dalam biaya bunga neto) Keuntungan (kerugian) pengukuran kembali Keuntungan (kerugian) aktuarial yang timbul dari: Perubahan asumsi aktuarial Penyesuaian pengalaman Kontribusi terhadap aset program Pembayaran imbalan
187
(64.081) 24.355 (59.984) (22.599)
37.584 22.967 (22.666)
Actuarial gains (losses) arising from: Changes in actuarial assumptions Experience adjustments Contributions to plan made Benefits paid
Saldo akhir tahun
925.606
906.964
Balance at the end of the year
- 83 F-203
-
included in net interest expense) Remeasurement gains (losses)
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) Mutasi nilai wajar aset program adalah sebagai berikut:
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) Movements in the fair value of the plan assets are as follows:
31 Desember/December 31 2015 2014 Saldo awal tahun Pendapatan bunga Keuntungan (kerugian)pengukuran kembali: Imbal hasil aset program (tidak termasuk jumlah yang sudah termasuk dalam biaya bunga neto) Kontribusi pemberi kerja Pembayaran imbalan Saldo akhir tahun
1.303
-
(187) 59.984 (28.869)
-
Return on plan assets (excluding amounts included in the net interest expense) Contributions from the employer Benefits paid
32.231
-
Balance at the end of the year
The latest actuarial valuation upon the pension fund the long-term employee benefits liability was calculated by an independent actuary, PT Dayamandiri Dharmakonsilindo through its actuarial valuation report, dated December 28, 2015. The actuarial valuation was carried out using the following key assumptions:
Perhitungan aktuaria terakhir atas dana pension dan liabilitas imbalan pasca kerja jangka panjang dilakukan oleh aktuaris independen, PT Dayamandiri Dharmakonsilindo berdasarkan laporan penilaian aktuarial tanggal 28 Desember 2015. Asumsi utama yang digunakan untuk menghitung imbalan pasti pasca-kerja adalah sebagai berikut: Tingkat bunga diskonto Tingkat kenaikan gaji Tingkat kematian Tingkat pengunduran diri
Balance at the beginning of the year Interest income Remeasurement gains (losses):
: 8,89% per tahun untuk 2015 dan 8,64% per tahun untuk 2014/ 8.89% per annum in 2015 and 8.64% per annum in 2014 : 9% per tahun untuk 2015 dan 9,5% per tahun untuk 2014/ 9% per annum in 2015 and 9.5% per annum in 2014 : Sesuai dengan Tabel Mortalita Indonesia (TMI-III) - 2011/ Based on Indonesian Mortality Table (TMI-III) - 2011 : 10% pada usia 25 tahun dan menurun secara linear sampai dengan usia 45 tahun/10% at age 25 and decreasing linearly up to age 45
Analisa sensitivitas dari perubahan asumsiasumsi utama terhadap liabilitas imbalan kerja jangka panjang adalah sebagai berikut:
: Discount rate : Salary increase rate : Mortality rate : Withdrawal/Resignation rate
The sensitivities of the overall long-term employee benefit liabilities to changes in the weighted principal assumptions are as follows
Dampak terhadap liabilitas imbalan pasti/Impact on Defined Benefit Liability Perubahan asumsi/ Kenaikan asumsi/ Penurunan asumsi/ Change in Assumptions Increase in Assumptions Decrease in Assumptions Tingkat diskonto Tingkat pertumbuhan gaji
1% 1%
(23.773) 109.263
- 84 F-204
105.909 (29.368)
Discount rate Salary growth rate
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 30.
Pajak Penghasilan a.
30.
Income Tax a.
Beban pajak Grup terdiri dari:
2015
b.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Tax expense of the Group consists of the following:
2014
Pajak kini Pajak tangguhan
168.840 4.353
166.339 (6.796)
Current tax Deferred tax
Jumlah
173.193
159.543
Total
Pajak Kini
b.
A reconciliation between income before tax per consolidated statements of profit or loss and other comprehensive income and taxable income follows:
Rekonsiliasi antara laba sebelum pajak menurut laporan laba rugi dan laba komprehensif konsolidasian dengan laba kena pajak adalah sebagai berikut:
Laba sebelum pajak menurut laporan laba rugi dan laba komprehensif konsolidasi Laba sebelum pajak entitas anak Laba sebelum pajak Perusahaan Perbedaan temporer: Imbalan kerja jangka panjang Pencadangan penurunan nilai Cadangan biaya kompensasi pegawai Perbedaan penyusutan komersial dan fiskal Jumlah Perbedaan tetap: Beban fasilitas Beban yang tidak dapat dikurangkan - bersih Kerugian perubahan nilai wajar instrumen derivatif Penghasilan sewa Penghasilan bunga yang sudah dikenakan pajak final Jumlah Laba kena pajak Perusahaan
Current Tax
2015
2014
697.677 (635.238)
551.409 (194.382)
62.439
357.027
17.328 5.301 7.500
67.942 172 -
(89.182)
(86.011)
(59.053)
(17.897)
68.321
73.462
-
18.671
(118) (4.829)
Income before tax of the Company
(5.532) 100.202
66.760
439.332
Perhitungan beban dan lebih bayar pajak kini adalah sebagai berikut:
Temporary differences: Long-term employee benefits Provision for impairment Provision for employee compensation Difference between fiscal and commercial depreciation Net Permanent differences: Facility expenses
13.619 (18)
63.374
Income before tax per consolidated statements of profit or loss and other comprehensive income Income before tax of the subsidiaries
Nondeductible expenses - net Loss on change in fair value of derivative instrument Rental income Interest income already subjected to final tax Net Taxable income during the year
The current tax expense and overpayment are computed as follows:
2015
2014
Beban pajak kini Perusahaan 20% x Rp 66.760 tahun 2015 dan Rp 439.332 tahun 2014 Dikurangi pembayaran pajak dimuka
13.352 182.424
87.867 249.310
Current tax of the Company 20% x Rp 66,760 in 2015 and Rp 439,332 in 2014 Less prepaid income tax
Lebih bayar pajak kini
169.072
161.443
Total current tax overpayment
- 85 F-205
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 2015
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 2014
Rincian beban pajak kini Perusahaan Entitas anak
13.352 155.488
87.867 78.472
Jumlah pajak kini
168.840
166.339
Total Current Tax
Rincian lebih bayar pajak kini Perusahaan Entitas anak
169.072 35.058
161.443 86.908
Details of current tax overpayment The Company Subsidiaries
Jumlah (Catatan 9)
204.130
248.351
Total (Note 9)
Rincian utang pajak kini Perusahaan Entitas anak
78.340
Jumlah (Catatan 15)
78.340
Current tax expense The Company Subsidiaries
6.189
Details of current tax payable The Company Subsidiaries
6.189
Total (Note 15)
-
Laba kena pajak dan beban pajak Perusahaan tahun 2014 adalah sesuai dengan Surat Pemberitahuan Pajak (SPT) yang disampaikan kepada Kantor Pelayanan Pajak.
The taxable income and tax expense of the Company in 2014 are in accordance with the Corporate Tax Return filed with the Tax Service Office.
Pada bulan Desember 2007, Pemerintah mengeluarkan aturan penurunan tarif pajak penghasilan sebesar 5% dari tarif pajak penghasilan yang berlaku efektif tanggal 1 Januari 2008 untuk Perseroan Terbuka, apabila syarat-syarat tertentu mengenai komposisi pemegang saham terpenuhi. Peraturan ini telah diganti dengan “Peraturan Pemerintah (PP) No. 77 tahun 2013” yang berlaku efektif November 21, 2013. Perusahaan telah memenuhi persyaratan-persyaratan tersebut dan beranggapan akan tetap memenuhi persyaratan tersebut sampai dengan saat Perusahaan dapat merealisasikan pajak tangguhan tersebut dan karenanya telah mengaplikasikan penurunan 20% tarif pajak dalam penghitungan pajak penghasilan tangguhan tahun 2015 dan 2014. Sehingga, aset pajak tangguhan per 31 Desember 2015 dan 2014 telah dihitung dengan menggunakan tarif 20%.
In December 2007, the Government issued a regulation relating to a further tax rate reduction of 5% from the applicable tax rates for publicly listed entities effective January 1, 2008, if they comply with certain requirements relating to shareholding composition. This regulation has been replaced by “Peraturan Pemerintah (PP) No. 77 year 2013” which is effective November 21, 2013. The Company has complied with these requirements and expects to still comply at the time that the Company expects to realize the deferred tax and therefore, has applied the reduced tax rate of 20% in determining its 2015 and 2014 deferred tax benefit. Further, the deferred tax assets - net as of December 31, 2015 and 2014 had been calculated using 20% tax rate.
- 86 F-206
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) c.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pajak Tangguhan
c.
Deferred Tax
Rincian dari aset dan liabilitas pajak tangguhan Grup adalah sebagai berikut:
The details of the Group’s deferred tax assets and liabilities are as follows:
Selisih Kurs karena Penjabaran Laporan Keuangan/ Translation Adjustment
1 Januari 2015/ January 1, 2015 Perusahaan/The Company Aset (liabilitas) pajak tangguhan:/ Deferred tax assets (liabilities): Penyisihan penurunan nilai/ Allowance for impairment Liabilitas imbalan kerja jangka panjang/ Long-term employee benefits liability Cadangan biaya/ Provision Akumulasi penyusutan aset tetap/ Accumulated depreciation of property, plant and equipment Jumlah/Total Entitas anak/Subsidiaries Aset pajak tangguhan/ Deferred tax assets
Dikreditkan (dibebankan) ke/ Credited in (Charged to) Penghasilan komprehensif lain/ Laba Rugi/ Other Profit or loss comprehensive income
168
-
1.043
-
129.519
-
5.814 1.500
-
-
(36.602) 93.085
(19.877) (11.520)
-
31 Desember 2015/ December 31, 2015
1.211 (5.478)
(5.478)
129.855 1.500
(56.479) 76.087
25.657
(170)
7.168
(2.977)
29.678
Jumlah/Total
118.742
(170)
(4.353)
(8.455)
105.765
Aset pajak tangguhan/ Deferred tax assets
129.183
116.193
10.441
10.428
Liabilitas pajak tangguhan/ Deferred tax liabilities
Selisih Kurs karena Penjabaran Laporan Keuangan/ Translation Adjustment
1 Januari 2014/ January 1, 2014 Perusahaan/The Company Aset (liabilitas) pajak tangguhan:/ Deferred tax assets (liabilities): Penyisihan penurunan nilai/ Allowance for impairment Liabilitas imbalan kerja jangka panjang/ Long-term employee benefits liability Akumulasi penyusutan aset tetap/ Accumulated depreciation of property, plant and equipment Jumlah/Total
Dikreditkan (dibebankan) ke/ Credited in (Charged to) Penghasilan komprehensif lain/ Laba Rugi/ Other Profit or loss comprehensive income
173
-
106.229
-
14.215
(5)
(21.719) 84.683
-
(14.883) (673)
-
31 Desember 2014/ December 31, 2014
168 9.075
129.519
9.075
(36.602) 93.085
-
Entitas anak/Subsidiaries Aset pajak tangguhan/ Deferred tax assets
14.852
(348)
7.469
3.684
25.657
Jumlah/Total
99.535
(348)
6.796
12.759
118.742
Aset pajak tangguhan/ Deferred tax assets Liabilitas pajak tangguhan/ Deferred tax liabilities
112.739
129.183
13.204
10.441
- 87 F-207
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Rekonsiliasi antara beban pajak dan hasil perkalian laba akuntansi sebelum pajak Perusahaan dengan tarif pajak yang berlaku adalah sebagai berikut:
Reconciliation between the total tax expense and the amounts computed by applying the effective tax rates to income before tax of the Company is as follows:
2015 Laba sebelum pajak menurut laporan laba rugi dan laba komprehensif konsolidasian Laba sebelum pajak entitas anak
Income before tax per consolidated statements of profit or loss and other comprehensive income Income before tax of the subsidiaries
697.677 (635.238)
551.409 (194.382)
Laba sebelum pajak Perusahaan
62.439
357.027
Income before tax of the Company
Pajak dengan tarif yang berlaku
12.488
71.406
Tax expense at effective tax rates
13.664
14.693
Permanent differences: Facility expenses
Perbedaan tetap Beban fasilitas Beban yang tidak dapat dikurangkan - bersih Kerugian perubahan nilai wajar instrumen derivatif Penghasilan sewa Penghasilan bunga yang sudah dikenakan pajak final Bersih
3.735
-
(24)
2.724 (4)
(965)
(1.109)
-
12.675
Penyesuaian estimasi pajak tangguhan
31.
2014
20.039
(290)
Adjustment on deferred tax Tax expense of the Company Tax expense of the subsidiaries
24.873 148.320
88.540 71.003
Beban pajak
173.193
159.543
31.
Net
(2.905)
Jumlah beban pajak Perusahaan Beban pajak entitas anak
Dividen Tunai dan Cadangan Umum
Nondeductible expenses - net Loss on change in fair value of derivative instrument Rental income Interest income already subjected to final tax
Tax expense
Cash Dividends and General Reserve
Dividen Tunai
Cash Dividends
Berdasarkan risalah Rapat Umum Pemegang Saham Tahunan yang didokumentasikan dalam Akta No. 24 tanggal 3 Juni 2014 dari Dr. Irawan Soerodjo, SH, Msi, notaris di Jakarta, pemegang saham menyetujui pembagian dividen untuk tahun 2013 sebesar Rp 106.403 atau Rp 10 (dalam Rupiah penuh) per lembar saham dan pembentukan cadangan sebesar Rp 15.000. Dividen ini telah dibayar seluruhnya pada tanggal 15 Juli 2014.
Based on the General Stockholder’s Meeting as documented in Notarial Deed No. 24 dated June 3, 2014 of Dr. Irawan Soerodjo, SH, Msi, a public notary in Jakarta, the stockholders approved the declaration of cash dividends for the year 2013 totaling to Rp 106,403 or Rp 10 (in full Rupiah) per share and appropriation of general reserve amounting to Rp 15,000. These dividends were settled on July 15, 2014.
Cadangan Umum
General Reserve
Berdasarkan Undang-Undang Perseroan Terbatas, Perusahaan diharuskan untuk membuat penyisihan cadangan wajib hingga sekurang-kurangnya 20% dari jumlah modal yang ditempatkan dan disetor penuh. Tidak terdapat batas waktu yang ditetapkan atas pemenuhan kewajiban tersebut.
Under Indonesian Company Law, Companies are required to set up a statutory reserve amounting to at least 20% of the Company’s issued and paid up capital. There is no timeline over which this amount should be appropriated.
- 88 F-208
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 32.
Sifat dan Transaksi Hubungan Berelasi
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 32.
Nature of Relationship and Transactions with Related Party
Sifat Pihak Berelasi
Nature of Relationship
x
Japfa Ltd. (dahulu Japfa Holdings Pte. Ltd.) adalah pemegang saham mayoritas Perusahaan.
x
Japfa Ltd. (formerly Japfa Holdings Pte. Ltd.) is the majority stockholder of the Company.
x
Pihak berelasi yang pemegang sahamnya, langsung atau tidak langsung, sama dengan pemegang saham mayoritas Grup adalah sebagai berikut:
x
Related parties whose stockholders, directly or indirectly, are the same as the majority shareholder of the Group are as follows:
– – – – – – – – –
PT So Good Food (SGF) PT So Good Food Manufacturing (SGFM) PT Greenfields Indonesia (Greenfields) PT Ricos Farmindo (Ricos) PT Timor Agro Santosa (Timor) PT Austasia Food (Austasia) Annona Pte Ltd (Annona) PT Sentra Satwatama Indonesia PT Ometraco Arya Samanta dan entitas anak: a. PT Omega Propertindo b. PT Jaya Sakti Mandiri Unggul c. PT Pan Pacific Indonesia Japfa Comfeed Myanmar Pte Ltd (Myanmar) PT Permata Wacana Lestari PT Chandra Buana Surya Top Matrix Investments Limited PT Pahala Nusa Raya Fortunata Pty Ltd PT Trafoindo Prima Perkasa PT Citraphalaka Dewata PT Intijaya Kreasi Perkasa
– – – – – – – – –
PT So Good Food (SGF) PT So Good Food Manufacturing (SGFM) PT Greenfields Indonesia (Greenfields) PT Ricos Farmindo (Ricos) PT Timor Agro Santosa (Timor) PT Austasia Food (Austasia) Annona Pte Ltd (Annona) PT Sentra Satwatama Indonesia PT Ometraco Arya Samanta and subsidiaries: a. PT Omega Propertindo b. PT Jaya Sakti Mandiri Unggul c. PT Pan Pacific Indonesia Japfa Comfeed Myanmar Pte Ltd (Myanmar) PT Permata Wacana Lestari PT Chandra Buana Surya Top Matrix Investments Limited PT Pahala Nusa Raya Fortunata Pty Ltd PT Trafoindo Prima Perkasa PT Citraphalaka Dewata PT Intijaya Kreasi Perkasa
– – – – – – – – –
– – – – – – – – –
Transaksi dengan Pihak Berelasi
Transactions with Related Parties
a.
a. Sales to related parties represent 2.25%
2,25% dan 2,65% dari penjualan bersih untuk tahun-tahun yang berakhir 31 Desember 2015 dan 2014, merupakan penjualan kepada pihak berelasi. Pada 31 Desember 2015 dan 2014, piutang atas penjualan tersebut dicatat sebagai piutang usaha (Catatan 6) yang meliputi 0,28% dan 0,30% dari total aset.
and 2.65% of the net sales for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, the receivables arising from these sales are presented as part of trade accounts receivable (Note 6) which constitutes 0.28% and 0.30%, respectively, of the total assets.
- 89 F-209
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Rincian penjualan kepada pihak berelasi adalah sebagai berikut :
The details of sales to related parties are as follows:
2015
b.
SGF SGFM Greenfields Myanmar Austasia Ricos Timor PNSI
404.548 136.420 20.911 1.365 135 -
462.406 136.023 32.920 7 13.521 2.756 161
SGF SGFM Greenfields Myanmar Austasia Ricos Timor PNSI
Jumlah
563.379
647.794
Total
Jumlah pembelian yang dilakukan dengan pihak berelasi mencerminkan 20,32% dan 22,81% dari penjualan bersih untuk tahuntahun yang berakhir 31 Desember 2015 dan 2014. Pada tanggal laporan posisi keuangan, utang atas pembelian tersebut dicatat sebagai bagian dari utang usaha (Catatan 13) yang meliputi 17,02% and 13,68% dari jumlah utang. Rincian pembelian dari adalah sebagai berikut:
pihak
b. Purchases from related parties represent 20.32% and 22.81% of the net sales for the years ended December 31, 2015 and 2014, respectively. At the consolidated statements of financial position date, the liabilities for these purchases are presented as part of trade accounts payable (Note 13), which constitutes 17.02% and 13.68%, respectively, of the total liabilities.
berelasi
The details of purchases from the related parties are as follows:
2015
c.
2014
2014
Annona (Catatan 34) SGF Greenfields Ricos SGFM
5.010.081 73.040 407 -
5.460.564 108.336 26 10.354 13
Annona (Note 34) SGF Greenfields Ricos SGFM
Jumlah
5.083.528
5.579.293
Total
Grup melakukan perjanjian sebagai berikut:
c. The Group entered into the following agreements:
1.
Sewa menyewa bangunan seluas 3.031 meter persegi dan transaksi pembangunan proyek dari PT Ometraco Arya Samanta;
1.
Lease agreements for the lease of a building measuring 3,031 square meters and construction project with PT Ometraco Arya Samanta;
2.
Sewa kendaraan oleh PT Ometraco Arya Samanta yang dilakukan dari PT Bhirawa Mitra Sentosa, entitas anak;
2.
Rental of vehicle by PT Ometraco Arya Samanta from PT Bhirawa Mitra Sentosa, a subsidiary;
3.
Jasa konstruksi dari PT Ometraco Arya Samanta;
3.
Construction works from PT Ometraco Arya Samanta;
4.
Pembelian suku cadang PT Ometraco Arya Samanta;
4.
Purchase of sparepart PT Ometraco Arya Samanta;
dari
- 90 F-210
from
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
5.
Sewa bangunan seluas 6.207 meter persegi dari PT Omega Propertindo;
5.
Lease agreements with PT Omega Propertindo for the lease of building measuring 6,207 square meters;
6.
Jasa parkir Propertindo;
Omega
6.
Parking services from PT Omega Propertindo;
7.
Jasa keamanan dari PT Jaya Sakti Mandiri Unggul;
7.
Security service agreements PT Jaya Sakti Mandiri Unggul;
8.
Transaksi asuransi dengan PT Pan Pacific Indonesia melalui PT Dinamika Prima Servitama sebagai broker asuransi;
8.
Insurance agreements with PT Pan Pacific Indonesia through PT Dinamika Prima Servitama as an insurance broker;
9.
Transaksi advertising PT Permata Wacana Lestari;
9.
Advertising agreement PT Permata Wacana Lestari;
with
10.
Transaksi pembelian tanah PT Sentra Satwatama Indonesia;
10. Land purchases agreement PT Sentra Satwatama Indonesia;
with
11.
Transaksi pembelian merk dagang dengan PT Prima Nutrisi Satwa Indonesia;
11. Brand name purchases from PT Prima Nutrisi Satwa Indonesia;
12.
Pembelian bakery dari PT Chandra Buana Surya;
12. Purchase of bakery from PT Chandra Buana Surya;
13.
Sewa apartemen (Four Season) dari Top Matrix Investments Limited;
13. Rental of apartment (Four Season) from Top Matrix Investments Limited;
14.
Sewa villa dari PT Pahala Nusa Raya;
14. Rental of villa from PT Pahala Nusa Raya;
15.
Sewa kapal dari Fortunata Pty Ltd;
15. Rental of boat from Fortunata Pty Ltd;
16.
Pembelian suku cadang (trafo) dari PT Trafoindo Prima Perkasa;
16. Purchase of sparepart (trafo) from PT Trafoindo Prima Perkasa;
17.
Keanggotaan klub untuk Hang Lekir members club dari PT Citraphalaka Dewata; dan
17. Club membership fees for Hang Lekir members club from PT Citraphalaka Dewata; and
18.
Sewa apartemen Kreasi Perkasa.
Intijaya
18. Rental of apartment from PT Intijaya Kreasi Perkasa.
Beban sewa, keamanan, asuransi, parkir, telekomunikasi dan keanggotaan dicatat sebagai bagian dari beban umum dan administrasi (Catatan 27).
The rent expense, security expense, insurance expense, parking, telecommunication and membership fees are included in general and administrative expenses (Note 27).
dari
dari
PT
PT
dengan
dari
- 91 F-211
with
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) d.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Grup memberikan kompensasi kepada karyawan kunci. Imbalan yang diberikan kepada direksi dan anggota manajemen kunci lainnya adalah sebagai berikut:
d. The Group provides compensation to key management personnel. The remuneration of directors and other members of key management during the years are as follows: 2015
Dewan Direksi/ Directors % Gaji dan imbalan kerja jangka pendek Imbalan pesangon Imbalan pasca-kerja Jumlah
Personil manajemen kunci lainnya/ Other key Management Personnel %
Dewan Komisaris/ Commissioners %
94 6
54.628 3.610
94 6
14.930 906
79 12 9
126.659 18.813 14.759
Salaries and other short-term employee benefits Termination benefits Post-employment benefits
100
58.237
100
15.836
100
160.231
Total
2014
Dewan Direksi/ Directors % Gaji dan imbalan kerja jangka pendek Imbalan pesangon Imbalan pasca-kerja Jumlah
33.
Personil manajemen kunci lainnya/ Other key Management Personnel %
Dewan Komisaris/ Commissioners %
87 5 8
57.793 3.137 5.552
-
91 9
100
66.482
100
1.274
82 4 14
135.741 7.753 22.464
Salaries and other short-term employee benefits Termination benefits Post-employment benefits
14.009
100
165.958
Total
12.735 -
Informasi Segmen
33.
Segment Information
Segmen Usaha
Business Segment
Segmen operasi dilaporkan sesuai dengan pelaporan internal kepada pembuat keputusan operasional, yang bertanggung jawab atas alokasi sumber daya ke masing-masing segmen yang dilaporkan serta menilai kinerja masingmasing segmen tersebut. Untuk tujuan pelaporan manajemen, saat ini Grup dibagi dalam delapan divisi operasi – pakan ternak, ayam umur sehari, peternakan, produk konsumen, perikanan, sapi, perdagangan dan lain-lain.
Operating segments are reported in accordance with the internal reporting provided to the chief operating decision maker, which is responsible for allocating resources to the reportable segments and assesses its performance. For management reporting purposes, the Group is currently organized into eight operating divisions – animal feeds, day old chick, commercial farm, consumer products, aquaculture, cattle, trading and others.
Kegiatan utama divisi tersebut terdiri dari:
Each division’s main activities are as follows:
Pakan ternak/Animal feeds
Produksi pakan ternak/Animal feed production
Ayam umur sehari/Day old chicks
Peternakan ayam dan Produk konsumen/Day old chicks breeding
Peternakan ayam dan Produk konsumen/ Chicken commercial farm and Consumer products
Peternakan ayam dan Produk konsumen/ Chicken commercial farm and Consumer products
Peternakan sapi/Cattle commercial farm
Peternakan sapi, kerbau dan kambing/Cow, buffalo and sheep’s farming
Budidaya Perikanan/Aquaculture
Produksi pakan ikan, penetasan udang dan tambak udang/Fish and shrimp feed production, shrimp hatchery and shrimp farming
- 92 F-212
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Perdagangan dan Lain-lain/Trading and Others
Pakan ternak/ Animal feeds
Perdagangan umum dan Properti, perkebunan dan produksi vaksin/ General trading and Real estate, plantations and vaccine production Peternakan dan Produk konsumen/ Commercial farm and Consumer products
Ayam umur sehari/ Day old chick
Budidaya perairan/ Aquaculture
Peternakan sapi/ Cattle
Perdagangan dan Lain-lain/ Trading Others
Jumlah sebelum eliminasi/ Total before elimination
Eliminasi/ Elimination
Jumlah setelah eliminasi/ Total after elimination
LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN/ CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 31 DESEMBER 2015 (DIAUDIT)/ DECEMBER 31, 2015 (AUDITED) PENDAPATAN/REVENUES Penjualan ekstern/External sales Penjualan antar segmen internasional/ International segment sales Penjualan antar segmen/Inter-segment sales Jumlah pendapatan/Total revenues HASIL/RESULTS Hasil segmen/Segment results Laba operasi/Income from operations
8.934.132
1.492.657
9.803.057
2.172.425
1.355.697
701.567
24.459.534
20.187 6.210.214
1.365 1.662.995
467.335 -
11.365 65.019
56.073 1.659
7.054 704.205
563.379 8.644.091
(8.644.091)
563.379 -
15.164.533
3.157.017
10.270.392
2.248.808
1.413.429
1.412.826
33.667.004
(8.644.091)
25.022.913
383.248 383.248
55.218 55.218
19.064 19.064
1.654.904 1.654.904
(129.436) (129.436)
(290.843) (290.843)
1.692.155 1.692.155
-
35.788 35.788
Penghasilan bunga/Interest income Keuntungan penjualan aset tetap/ Gain on sale of property, plant and equipment Kerugian kurs mata uang asing- bersih/ Loss on foreign exchange - net Beban bunga/Interest expense Lain-lain bersih/Others - net Laba sebelum pajak/ Profit before tax Beban pajak /Tax expense
24.459.534
1.727.943 1.727.943 18.076 6.145 (479.028) (681.060) 105.601 697.677 173.193
Laba bersih/Net profit
524.484
Laba bersih yang dapat diatribusikan kepada/ Net profit attributable to: Pemilik entitas induk/Owners of the Company Kepentingan non-pengendali/ Non-controlling interests
468.230
Laba bersih/Net profit
524.484
56.254
INFORMASI LAINNYA/OTHER INFORMATION LAPORAN POSISI KEUANGAN KONSOLIDASIAN/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 DESEMBER 2015 (DIAUDIT)/ DECEMBER 31, 2015 (AUDITED) ASET/ASSETS Aset segmen/Segment assets Aset yang tidak dapat dialokasikan/ Unallocated assets Jumlah aset yang dikonsolidasi/ Total consolidated assets LIABILITAS/LIABILITIES Liabilitas segmen/Segment liabilities Liabilitas yang tidak dapat dialokasikan/ Unallocated liabilities Jumlah Liabilitas yang dikonsolidasi/ Total consolidated liabilties Pengeluaran modal/Capital expenditures Penyusutan/Depreciation Beban non kas selain penyusutan dan amortisasi/ Non-cash expenses other than depreciation and amortization
3.860.166
762.346
1.560.063
1.890.010
1.184.283
14.570.522
23.827.390
(7.336.063)
16.491.327 668.139 17.159.466
1.610.755
964.083
588.322
481.782
731.818
9.968.596
14.345.356
(3.443.494)
10.901.862 147.912 11.049.774
132.325 154.884
14.010
131.942 231.115
112.044 61.022
147.822 53.974
35.408 15.681
152.641 44.737
712.182 561.413
-
712.182 561.413
405
32.386
4.874
116.492
168.167
-
168.167
-
- 93 F-213
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
Pakan ternak/ Animal feeds
Ayam umur sehari/ Day old chick
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) Peternakan dan Produk konsumen/ Commercial farm and Consumer products
Budidaya perairan/ Aquaculture
Peternakan sapi/ Cattle
Perdagangan dan Lain-lain/ Trading Others
Jumlah sebelum eliminasi/ Total before elimination
Eliminasi/ Elimination
Jumlah setelah eliminasi/ Total after elimination
LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN/ CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 31 DESEMBER 2014 (DIAUDIT)/ DECEMBER 31, 2014 (AUDITED)
PENDAPATAN/REVENUES Penjualan ekstern/External sales Penjualan antar segmen internasional/ International segment sales Penjualan antar segmen/Inter-segment sales Jumlah pendapatan/Total revenues HASIL/RESULTS Hasil segmen/Segment results Laba operasi/Income from operations
9.900.088
1.220.198
8.924.987
1.984.067
1.269.900
528.285
23.827.523
24.684 6.535.969
1.303.279
487.096 -
20.867 78.942
90.807 37
7.903 680.352
631.357 8.598.578
(8.598.578)
631.357 -
16.460.741
2.523.476
9.412.083
2.083.876
1.360.744
1.216.539
33.057.459
(8.598.578)
24.458.880
68.336 68.336
6.069 6.069
1.910.327 1.910.327
(350.123) (350.123)
(42.971) (42.971)
(318.253) (318.253)
1.273.385 1.273.385
-
11.241 11.241
Penghasilan bunga/Interest income Keuntungan penjualan aset tetap/ Gain on sale of property, plant and equipment Kerugian kurs mata uang asing - bersih/Loss on foreign exchange Beban bunga/Interest expense Lain-lain bersih/Others - net Laba sebelum pajak/Profit before tax Beban pajak /Tax expense
23.827.523
1.284.625 1.284.625 16.048 4.268 (77.579) (694.151) 18.198 551.409 159.543
Laba bersih/Net profit
391.866
Laba bersih yang dapat diatribusikan kepada/ Net profit attributable to: Pemilik entitas induk/Owners of the Company Kepentingan non-pengendali/ Non-controlling interests
339.341
Laba bersih/Net profit
391.866
52.525
LAPORAN POSISI KEUANGAN KONSOLIDASIAN/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 DESEMBER 2014 (DIAUDIT)/ DECEMBER 31, 2014 (AUDITED) ASET/ASSETS Aset segmen/Segment assets Aset yang tidak dapat dialokasikan/ Unallocated assets Jumlah aset yang dikonsolidasi/ Total consolidated assets LIABILITAS/LIABILITIES Liabilitas segmen/Segment liabilities Liabilitas yang tidak dapat dialokasikan/ Unallocated liabilities Jumlah Liabilitas yang dikonsolidasi/ Total consolidated liabilties Pengeluaran modal/Capital expenditures Penyusutan/Depreciation Beban non kas selain penyusutan dan amortisasi/ Non-cash expenses other than depreciation and amortization
34.
3.956.306
638.590
1.447.938
1.325.771
12.904.892
22.009.300
(6.885.990)
15.123.310 635.649 15.758.959
1.460.744
1.061.313
877.661
612.039
830.857
9.332.210
14.174.825
(3.647.569)
10.527.256 52.158 10.579.414
273.594 134.136
5.248
673.476 186.073
-
147.110 51.765
358.505 41.057
35.624 13.819
110.075 41.723
1.598.385 468.572
483
15.788
5.155
117.658
144.332
Ikatan a.
1.735.803
34.
Pada tanggal 20 Oktober 2010, Perusahaan menandatangani Supply Agreement dengan Annona Pte Ltd (Annona), pihak berelasi, yang merupakan entitas anak dari Japfa Ltd. (dahulu Japfa Holdings Pte. Ltd), pemegang saham Perusahaan. Annona adalah perusahaan globaltrader yang memberikan fasilitas pembelian bahan baku secara kredit kepada Perusahaan. Dalam perjanjian ini Annona menyetujui untuk membatasi margin keuntungannya untuk transaksinya dengan Perusahaan untuk setiap tahunnya maksimal sebesar 5% dari penjualan. Perpanjangan perjanjian dilakukan setiap lima tahun terakhir.
(8.859)
1.598.385 468.572
135.473
Commitments a.
- 94 F-214
-
On October 20, 2010, the Company entered into a Supply Agreement with Annona Pte Ltd (Annona), a related party, which is a subsidiary of Japfa Ltd. (formerly Japfa Holdings Pte. Ltd), shareholder of the Company. Annona is a global trader company which can provide credit facility for purchase of raw materials for the Company. In this agreement, Annona agreed to restrict their sales margin maximum of 5% per annum to the Company. The agreement is being renewed every five years.
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
b.
PT Santosa Agrindo (SA) dan PT Austasia Stockfeed (ASF), anak-anak perusahaan, memperoleh fasilitas foreign exchange dari PT ANZ Panin Bank untuk memfasilitasi kebutuhan transaksi valuta asing dan untuk lindung nilai. Perjanjian ini telah beberapa kali diperpanjang terakhir berlaku sampai dengan tanggal 30 April 2016.
b.
PT Santosa Agrindo (SA) and PT Austasia Stockfeed (ASF), subsidiaries, obtained foreign exchange facility from PT ANZ Panin Bank to facilitate the requirement for hedging original foreign currency and for hedging. The agreement has been extended several times, the latest will be due on April 30, 2016.
c.
Pada bulan Maret 2011, PT Santosa Agrindo (SA), entitas anak, memperoleh fasilitas foreign exchange dari PT Bank Danamon Indonesia Tbk untuk memfasilitasi kebutuhan transaksi valuta asing dan untuk lindung nilai. Perjanjian ini telah beberapa kali diperpanjang dan terakhir berlaku sampai dengan tanggal 16 Desember 2015. Sampai dengan penyelesaian laporan keuangan konsolidasian, perpanjangan atas fasilitas ini masih dalam proses.
c.
In March 2011, PT Santosa Agrindo (SA), a subsidiary, obtained Foreign Exchange facility from PT Bank Danamon Indonesia Tbk to facilitate SA’s requirement for foreign currency transaction and hedging. This facility has been extended several times, latest is valid until December 16, 2015. Until the date of the completion of the consolidated financial statements, the renewal of this facility is still in process.
d.
Pada tanggal 29 Februari 2000, MBAI, entitas anak yang bergabung ke dalam Perusahaan tahun 2012, menandatangani perjanjian dengan Lohmann Tierzucht GmbH mengenai pembelian ayam induk petelur (layer grand parent) untuk pembibitan anak ayam, yang berlaku sampai dengan tahun 2010. Perjanjian ini diperpanjang sampai dengan tahun 2019. Sejak 1 Juli 2012 dengan telah efektifnya penggabungan usaha dari MBAI ke Perusahaan, maka perjanjian ini telah beralih kepada Perusahaan.
d.
On February 29, 2000, PT Multibreeder Adirama Indonesia Tbk (MBAI), a subsidiary merged into the Company in 2012, entered into an agreement with Lohmann Tierzucht GmbH concerning the purchase of layer grandparent stock for parent stock breeding which is valid until 2010. This agreement has been extended until 2019. Since July 1, 2012, effective date of merger of MBAI to the Company, this agreement has been transferred to the Company.
e.
Pada tanggal 16 Mei 2002, MBAI menandatangani perjanjian dengan Aviagen Limited mengenai pembelian ayam induk pedaging (broiler grand parent) untuk pembibitan anak ayam. Perpanjangan perjanjian dilakukan setiap satu tahun sekali. Sejak 1 Juli 2012 dengan telah efektifnya penggabungan usaha dari MBAI ke Perusahaan, makan perjanjian ini telah beralih kepada Perusahaan.
e.
On May 16, 2002, MBAI entered into an agreement with Aviagen Limited concerning the purchase of broiler grand parent stock for parent stock breeding. The agreement is being renewed every year. Since July 1, 2012, effective date of merger of MBAI to the Company, this agreement has been transferred to the Company.
f.
Pada tanggal 16 April 2010, Perusahaan memperoleh fasilitas Foreign Exchange dari PT Bank Rabobank International untuk memfasilitasi kebutuhan transaksi valuta asing sebesar US$ 5 juta. Pada tanggal 12 Juni 2013, jumlah fasilitas ditingkatkan menjadi US$ 15 juta. Perjanjian ini telah beberapa kali diperpanjang dan terakhir berlaku sampai dengan tanggal 30 Oktober 2015 dan tidak diperpanjang kembali.
f.
On April 16, 2010, the Company obtained a Foreign Exchange facility from PT Bank Rabobank International to facilitate the foreign exchange transactions amounting to US $ 5 million. On June 12, 2013, the facility was increased to US $ 15 million. This agreement has been extended several times and the latest is valid until October 30, 2015 and not extended anymore.
- 95 F-215
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
g.
Pada tanggal 23 Desember 2014, PT Santosa Agrindo (SA), entitas anak, memperoleh fasilitas foreign exchange dari PT Bank OCBC NISP Tbk sebesar US$ 5 juta untuk memfasilitasi kebutuhan transaksi valuta asing. Perjanjian ini berlaku sampai 23 Desember 2015. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, perpanjangan atas fasilitas ini masih dalam proses.
g.
On December 23, 2014, PT Santosa Agrindo (SA), a subsidiary, obtained a foreign exchange facility from PT Bank OCBC NISP Tbk for US$ 5 million to facilitate the foreign exchange transactions. This agreement is valid until December 23, 2015. Until the date of the completion of the consolidated financial statements, the renewal of this facility is still in process.
h.
Pada bulan Agustus 2008, PT Suri Tani Pemuka (STP), entitas anak, menandatangani perjanjian kerjasama pengelolaan dan sewa menyewa tambak udang dan pabrik coldstorage dengan pihakpihak ketiga yang berlokasi di Kabupaten Tanah Laut, Kalimantan Selatan seluas 1.225 Ha dengan jangka waktu sewa masing-masing dari bulan Agustus 2008 sampai dengan bulan Desember 2018 dan Juli 2020. Nilai sewa adalah sebesar US$ 330.000 selama 5 tahun untuk pabrik cold storage dan Rp 50.000.000 per tahun untuk tambak.
h.
In August 2008, PT Suri Tani Pemuka (STP), a subsidiary, entered into cooperative and lease agreements with third parties for shrimp farms and coldstorage located in Tanah Laut, South Kalimantan covering an area of 1,225 hectares with rental period from August 2008 until December 2018 and July 2020, respectively. The value of this contract is US$ 330,000 for five years for cold storage and Rp 50,000,000 per annum for shrimp farms.
i.
Pada bulan Desember 2011, Perusahaan memperoleh fasilitas pinjaman Letter of Credit Sublimit Trust Receipt (TR) dari Bank Danamon sebesar Rp 95 milyar. Fasilitas ini telah diperpanjang beberapa kali, terakhir sampai dengan 16 Januari 2016. Pinjaman ini dijaminkan dengan piutang usaha milik Perusahaan (Catatan 6). Pada tanggal 31 Desember 2015 fasilitas ini tidak memiliki saldo. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, fasilitas ini dalam proses penutupan.
i.
In December 2011, the Company obtained a loan facility letter of credit sublimit Trust Receipt (TR) from the Bank amounting to Rp 95 billion. This facility has been extended several times, and lastest is valid until January 16, 2016. The loan is secured by the Company's trade account receivables (Note 6). This facility has no outstanding balance as of December 31, 2015. Until the date of the completion of the consolidated financial statements, this facility is in closing process.
j.
Pada tanggal 20 Oktober 2010, Perusahaan memperoleh fasilitas Letter of Credit sebesar USD 20 juta dan fasilitas Forex Line untuk memfasilitasi kebutuhan transaksi valuta asing sebesar USD 3 juta dari PT Bank Central Asia Tbk. Pada tanggal 22 September 2015, jumlah fasilitas Forex Line ditingkatkan menjadi US$ 20 juta. Perjanjian ini telah beberapa kali diperpanjang dan terakhir berlaku sampai dengan tanggal 20 Januari 2017.
j.
On October 20, 2010, the Company obtained Letter of Credit facilities with maximum loanable amount of US$ 20 million and Forex Line facility from PT Bank Central Asia Tbk, with maximum loanable amount of US$ 3 million to facilitate the foreign exchange transaction. On September 22, 2015, the maximum loanable of Forex Line facility has been increased to US$ 20 million. This agreement has been extended several times and the latest is until January 20, 2017.
k.
Pada tanggal 13 Oktober 2015, Perusahaan memperoleh fasilitas Foreign Exchange dari PT Bank Pan Indonesia Tbk untuk memfasilitasi kebutuhan transaksi valuta asing sebesar US$ 10 juta. Perjanjian ini terakhir berlaku sampai dengan tanggal 20 Mei 2016.
k.
On October 13, 2015, the Company obtained foreign exchange facility from PT Bank Pan Indonesia Tbk to facilitate foreign exchange transaction with maximum loanable amount of US$ 10 million. This agreement will mature on May 20, 2016.
- 96 F-216
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) l.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Pada tanggal 18 November 2014, Perusahaan memperoleh fasilitas Forex Line dari PT Bank Maybank Indonesia Tbk untuk memfasilitasi kebutuhan transaksi valuta asing sebesar US$ 5 juta. Pada tanggal 17 September 2015, jumlah fasilitas Forex Line ditingkatkan menjadi US$ 20 juta. Perjanjian ini terakhir berlaku sampai dengan tanggal 18 Nopember 2016.
l.
m. Pada tanggal 19 Juli 2010, Perusahaan memperoleh fasilitas kredit dari PT Bank DBS Indonesia berupa fasilitas Letter of Credit (LC), Trust Receipt (TR) dan Account Payable Financing untuk pembelian bahan baku. Pada bulan Mei 2011, jumlah maksimum dari fasilitas meningkat menjadi US$ 40 juta. Pada November 2011, fasilitas ini diubah menjadi Rp 360 milyar. Pada tanggal 20 November 2014, Perusahaan memperoleh tambahan fasilitas kredit Account Payable Financing dengan jumlah maksimum Rp 140 milyar. Fasilitas ini dikenakan tingkat bunga sebesar Cost of Fund (COF) + 2% dan telah diperpanjang sampai dengan 12 Agustus 2016. Pada tanggal 31 Desember 2015 dan 2014 fasilitas ini tidak memiliki saldo.
35.
On November 28, 2014, the Company obtained Forex Line facility from PT Bank Maybank Indonesia Tbk to facilitate foreign exchange transaction with maximum loanable amount of US$ 5 million. On September 17, 2015, the maximum loanable Forex Line facility has been increased to US$ 20 million. This agreement will mature on November 18, 2016.
m. On July 19, 2010, the Company obtained Letter of Credit (LC), Trust Receipt, and Accounts Payable Financing facilities, for raw materials purchases from PT Bank DBS Indonesia. In May 2011, the maximum loanable amount was increased to US$ 40 million. In November 2011, this facility had been changed to Rp 360 billion. On November 20, 2014, the Company obtained Accounts Payable Financing facilities with maximum loanable amount Rp 140 billion. This facility bears interest at Cost of Funds (COF) + 2% and has been extended until August 12, 2016. This facility has no outstanding balance as of December 31, 2015 and 2014.
Tujuan dan Kebijakan Manajemen Risiko Keuangan
35.
Financial Risk Management Objectives and Polices
Aktivitas Grup terpengaruh berbagai risiko keuangan: risiko pasar (termasuk risiko mata uang, risiko suku bunga dan risiko komoditas), risiko kredit dan risiko likuiditas. Program manajemen risiko Grup secara keseluruhan difokuskan pada pasar keuangan yang tidak dapat diprediksi dan Grup berusaha untuk meminimalkan dampak yang berpotensi merugikan kinerja keuangan Grup.
The Group’s activities are exposed to a variety of financial risks: market risk (including currency risk and fair value interest rate risk and commodity risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.
Manajemen risiko merupakan tanggung jawab Direksi. Direksi bertugas menentukan prinsip dasar kebijakan manajemen risiko Grup secara keseluruhan serta kebijakan pada area tertentu seperti risiko mata uang asing, risiko suku bunga, risiko kredit, penggunaan instrumen keuangan derivatif dan instrumen keuangan non-derivatif dan investasi atas kelebihan likuiditas.
Risk management is the responsibility of the Board of Directors (BOD). The BOD has the responsibility to determine the basic principles of the Group’s risk management as well as principles covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and the investment of excess liquidity.
- 97 F-217
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Risiko Pasar
Market Risk
a.
a.
Risiko Mata Uang Asing Risiko nilai tukar adalah risiko dimana nilai wajar atau arus kas kontraktual masa datang dari suatu instrumen keuangan akan terpengaruh akibat perubahan nilai tukar. Eksposur Grup yang terpengaruh risiko suku bunga terutama terkait dengan pinjaman bank jangka pendek, pinjaman bank jangka panjang dan utang obligasi.
Foreign exchange rate risk is the risk that the fair value or future contractual cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposures to the foreign exchange risk relates primarily to short-term bank loans, long-term bank loans and bonds payable.
Selain pinjaman bank jangka pendek dan utang obligasi, Grup memiliki eksposur dalam mata uang asing yang timbul dari transaksi operasionalnya. Eksposur tersebut timbul karena transaksi yang bersangkutan dilakukan dalam mata uang selain mata uang fungsional unit operasional atau pihak lawan.
Other than the short-term bank loans and bonds payable, the Company has transactional currency exposures. Such exposure arises when the transaction is denominated in currencies other than the functional currency of the operating unit or the counterparty.
Tabel berikut menunjukkan sensitivitas atas perubahan yang wajar dari nilai tukar mata uang asing terhadap Rupiah, dimana semua variabel lain konstan, terhadap laba sebelum pajak pada tanggal 31 Desember 2015 dan 2014:
The following table shows the sensitivity analysis of the exchange rates of Indonesian Rupiah against foreign currencies with all other variables constant, to the profit before tax for the years ended December 31, 2015 and 2014:
Kenaikan/penurunan dalam persentase/ Increase/decrease In percentage % 2015 2014 Rupiah terhadap: Dolar Amerika Serikat Euro Dolar Singapura Yuan China Dolar Australia
b.
Foreign Exchange Risk
4 4 2 3 2
Efek terhadap laba sebelum pajak/ Effect on profit before income tax RP 2015 2014
3 3 2 3 3
Risiko Komoditas
199.425 136 16 1 4.256
b.
109.017 57 29 5.722
IDR to: United States Dollar Euro Singapore Dollar China Yuan Australian Dollar
Commodity Risk
Risiko komoditas adalah risiko adanya fluktuasi pada harga bahan baku produksi pakan ternak yaitu jagung dan bungkil kacang kedelai yang merupakan barang komoditas. Kebijakan manajemen untuk mengurangi risiko ini adalah dengan menggunakan formula yang memungkinkan untuk menggunakan bahan baku pengganti bahan baku komoditas tanpa mengurangi kualitas produk yang dihasilkan dan mengalihkan kenaikan harga kepada pelanggan.
Commodity risk is the risk of fluctuations in the price of raw material feed production such as corn and soybean, which are commodities. Management’s policies to mitigate this risk are to use a formula that allows the use of raw material substitute for the raw materials commodity without reducing the quality of the product, and pass on the impact of price increases to customers.
Disamping itu, Perusahaan secara terusmenerus mengawasi tingkat persediaan yang optimal dengan cara melakukan kontrak pembelian pada saat harga murah dengan mengacu kepada rencana produksi dan kebutuhan bahan baku.
Besides the Company is continuously overseeing the optimal inventory level by entering in a purchase agreement when there are cheap prices with reference to the production plan and material requirement.
- 98 F-218
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) c.
Risiko Suku Bunga Arus Kas dan Nilai Wajar
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) c.
Cash Flow and Fair Value Interest Rate Risk
Risiko suku bunga Grup timbul dari pinjaman jangka pendek dan jangka panjang. Pinjaman yang diterima dengan suku bunga mengambang mengakibatkan timbulnya risiko suku bunga arus kas terhadap Grup. Selama tahun 2015 dan 2014, pinjaman Grup pada suku bunga mengambang didenominasikan dalam Rupiah dan Dolar Amerika Serikat.
The Group’s interest rate risk arises from short-term and long-term borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. During 2015 and 2014, the Group’s borrowings at floating rates are denominated in Rupiah and U.S. Dollar
Pada tanggal 31 Desember 2015 dan 2014, saldo pinjaman adalah sebagai berikut:
As of December 31, 2015 and 2014, the Group has the following floating rate borrowings:
2015 Rata-rata Tertimbang Suku Bunga/ Weighted Average Interest Rate % Utang bank jangka pendek Utang bank jangka panjang
5,75 - 12,00 6,05 - 12,50
Eksposur bersih terhadap risiko suku bunga arus kas
Sado/ Balance
1.863.156 711.368
2014 Rata-rata Tertimbang Suku Bunga/ Weighted Average Interest Rate % 6,00 - 13,00 5,00 - 12,25
Sado/ Balance
2.212.890 797.117
Short-term bank loans Long-term bank loans Net exposure to cash flow
2.574.524
3.010.007
interest rate risk
Analisa sensitivitas berikut ditentukan berdasarkan eksposur Grup berupa aset dan liabilitas keuangan dengan bunga (interest bearing) pada tanggal laporan posisi keuangan, dengan asumsi perubahan suku bunga terjadi pada awal tahun dan konstan sepanjang periode pelaporan, dalam hal variabel tersebut memiliki suku bunga mengambang.
The sensitivity analysis below has been determined based on the Group’s exposure to interest rates risk for interest bearing assets and liabilities at the consolidated statement of financial position date and the stipulated change in interest rate taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates.
Pada tanggal 31 Desember 2015 dan 2014, asumsi peningkatan atau penurunan masing-masing sebesar 8,9 dan 3,8 basis poin yang digunakan untuk tujuan pelaporan risiko suku bunga kepada personel manajemen kunci secara internal dan pengungkapan berikut merupakan hasil penelaahan manajemen atas kemungkinan perubahan suku bunga yang wajar.
As of December 31, 2015 and 2014, an assumed basis point increase or decrease of 8.9 and 3.8 basis points used, respectively, when reporting interest rate risk internally to key management personnel and represents the management’s assessment of a reasonably possible change in interest rates.
Jika suku bunga meningkat (menurun) sebesar 8,9 dan 3,8 basis poin masingmasing pada tahun 2015 dan 2014, sedangkan variabel lain konstan, maka jumlah laba komprehensif Grup untuk yang berakhir 31 Desember 2015 dan 2014 akan menurun (meningkat) masing-masing sebesar Rp 9.306 dan Rp 4.722, yang terutama disebabkan oleh kenaikan (decrease) beban bunga.
If interest rates increased (decreased) by 8.9 and 3.8 basis points in 2015 and 2014, respectively, and all other variables are constant, the Group’s consolidated comprehensive income for the years ended December 31, 2015 and 2014 would decrease (increase) by Rp 9,306 and Rp 4,722, respectively, mainly due to the increase (decrease) in interest expense.
- 99 F-219
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Sesuai dengan kebijakan Grup, Direksi memonitor dan melakukan review atas sensitivitas suku bunga Grup secara menyeluruh tiap bulan.
In accordance with the Group’s policy, the Directors monitor and review the Group’s overall interest rate sensitivity analysis on a monthly basis.
Risiko Kredit
Credit Risk
Risiko kredit adalah risiko bahwa Group akan mengalami kerugian yang timbul dari pelanggan atau pihak lawan akibat gagal memenuhi liabilitas kontraktualnya. Risiko kredit terutama timbul dari kas dan setera kas, investasi jangka pendekdeposito berjangka, piutang usaha dan piutang lain-lain.
Credit risk is the risk that the Group will incur a loss arising from the customers or counterparties which fail to fulfill their obligations. Credit risk arises mainly from cash and cash equivalents, short-term investments - time deposits, trade accounts receivables and other accounts receivable.
Grup mengelola risiko kredit yang terkait dengan kas dan setara kas dan investasi jangka pendek - deposito berjangka dengan memonitor reputasi, peringkat kredit, dan membatasi risiko agregat dari masing-masing pihak dalam kontrak.
The Group manages credit risk exposure from cash and cash equivalents and short-term investment - time deposit by monitoring reputation, credit ratings and limiting the aggregate risk to any individual counterparty.
Sehubungan dengan kredit yang diberikan kepada pelanggan, Grup mengendalikan risiko kredit dengan cara melakukan hubungan usaha dengan pihak lain yang memiliki kredibilitas, menetapkan kebijakan verifikasi dan otorisasi kredit, serta memantau kolektibilitas piutang secara berkala untuk mengurangi jumlah piutang tak tertagih. Managemen berpendapat bahwa tidak terdapat risiko kredit yang terkonsentrasi secara signifikan.
With regards to credit risk exposures from customers, the Group manages and controls the credit risk by dealing only with recognized and credit worthy parties, setting internal policies on verifications and authorizations of credit, and regularly monitoring the collectibility of receivables to reduce the exposure for bad debts. Management believes that there are no significant concentrations of credit risk.
Lihat Catatan 6 laporan keuangan konsolidasian untuk informasi piutang yang belum jatuh tempo dan tidak mengalami penurunan nilai, serta piutang yang telah jatuh tempo namun tidak mengalami penurunan nilai.
Refer to Note 6 to the consolidated financial statements for the information regarding not past due and unimpaired receivables and also past due receivables but not impaired.
Kualitas kredit dari aset keuangan baik yang belum jatuh tempo atau tidak mengalami penurunan nilai dapat dinilai dengan mengacu pada peringkat kredit eksternal (jika tersedia) atau mengacu pada informasi historis mengenai tingkat gagal bayar debitur:
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:
2015
2014
882.092
750.326
Pinjaman yang diberikan dan piutang Kas dan setara kas Investasi jangka pendek deposito berjangka Piutang usaha Pihak ketiga Pihak berelasi Piutang lain-lain Rekening bank yang dibatasi penggunaannya Aset lain-lain - jaminan Aset keuangan tersedia untuk dijual Investasi saham
11.283
11.283
1.152.022 47.653 54.210
1.194.797 47.845 70.137
2.062 12.210
1.489 11.367
219
219
Jumlah
2.161.751
2.087.463
- 100 F-220
Loans and receivables Cash and cash equivalents Short-term investments time deposits Trade accounts receivable Third parties Related parties Other accounts receivable Restricted cash in banks Other assets - guarantee deposits AFS financial assets Investment in shares of stock Total
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Risiko Likuiditas
Liquidity Risk
Risiko likuiditas adalah risiko kerugian yang timbul karena Perusahaan tidak memiliki arus kas yang cukup untuk memenuhi liabilitasnya.
Liquidity risk is a risk arising when the cash flow position of the Group is not enough to cover the liabilities which become due.
Dalam pengelolaan risiko likuiditas, manajemen memantau dan menjaga jumlah kas dan setara kas yang dianggap memadai untuk membiayai operasional Grup dan untuk mengatasi dampak fluktuasi arus kas. Manajemen juga melakukan evaluasi berkala atas proyeksi arus kas dan arus kas aktual, termasuk jadwal jatuh tempo utang, dan terus-menerus melakukan penelaahan pasar keuangan untuk mendapatkan sumber pendanaan yang optimal.
In managing the liquidity risk, management monitors and maintains a level of cash and cash equivalents deemed adequate to finance the Group’s operations and to mitigate the effects of fluctuation in cash flows. Management also regularly evaluates the projected and actual cash flows, including loan maturity profiles, and continuously assess conditions in the financial markets for opportunities to obtain optimal funding sources.
Tabel di bawah ini menganalisa liabilitas keuangan Grup yang diselesaikan secara neto yang dikelompokkan berdasarkan periode yang tersisa sampai dengan tanggal jatuh tempo kontraktual. Jumlah yang diungkapkan dalam tabel merupakan arus kas kontraktual yang tidak didiskontokan:
The table below analyzes the Group’s financial liabilities into relevant maturity groupings based on the remaining period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Liabilitas Keuangan Lain-lain Utang bank jangka pendek Utang usaha kepada pihak ketiga Pihak berelasi Pihak ketiga Utang lain-lain kepada pihak ketiga Beban akrual Pinjaman jangka panjang Utang pembelian aset tetap Utang sewa pembiayaan jangka panjang Utang obligasi Jumlah
Liabilitas Keuangan yang diukur pada nilai wajar melalui laporan laba rugi Instrumen keuangan derivatif Liabilitas Keuangan Lain-lain Utang bank jangka pendek Utang usaha kepada pihak ketiga Pihak berelasi Pihak ketiga Utang lain-lain kepada pihak ketiga Beban akrual Pinjaman jangka panjang Utang pembelian aset tetap Utang sewa pembiayaan jangka panjang Utang obligasi Jumlah
< 1 tahun/ < 1 year
1-2 tahun/ 1-2 years
1.863.156
-
31 Desember/December 31, 2015 3-5 tahun/ >5 tahun/ Jumlah/ 3-5 years >5 years Total
-
Biaya transaksi/ Transaction costs
1.863.156 1.880.657 865.182 166.502 190.831 711.368
-
1.880.657 865.182 166.502 190.831 713.686
-
221 2.423
3.181 1.148 -
4.246.495
-
3.402 3.571 4.246.495
-
5.170.135
263.542
4.499.805
< 1 tahun/ < 1 year
1-2 tahun/ 1-2 years
2.212.890
-
-
149.719
463 3.007
241 2.206
437 843 4.223.055
152.166
4.389.833
4.829.123
-
-
165.498
206.745 206.745
- 101 F-221
(2.318)
9.933.482
31 Desember/December 31, 2014 3-5 tahun/ >5 tahun/ Jumlah/ 3-5 years >5 years Total
1.446.980 557.293 181.143 147.736 278.417
Total
-
253.310
-
9.931.164
1.863.156
259.213
-
3.402 3.571 4.246.495
Other Financial Liabilities Short - term bank loans Trade accounts payable Related parties Third parties Other accounts payable to third parties Accrued expenses Long term loans Liabilitiy for purchase of property and equipment Lease liabilities Bonds payable
-
1.880.657 865.182 166.502 190.831 201.163
1.194
Nilai Tercatat/ As Reported
1.194
(2.318)
Biaya transaksi/ Transaction costs
-
Nilai Tercatat/ As Reported
1.141 6.056 4.223.055
Financial Liabiliteis at FVPL Derivative financial instrument Other Financial Liabilities Short - term bank loans Trade accounts payable Related parties Third parties Other accounts payable to third parties Accrued expenses Long term loans Liabilitiy for purchase of property and equipment Lease liabilities Bonds payable
9.574.605
Total
1.194
2.212.890
-
2.212.890
1.446.980 557.293 181.143 147.736 800.379
-
1.446.980 557.293 181.143 147.736 797.117
1.141 6.056 4.223.055
-
9.577.867
(3.262)
(3.262)
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 36.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Aset dan Liabilitas Moneter Bersih dalam Mata Uang Asing
36.
Tabel berikut mengungkapkan jumlah aset dan liabilitas moneter konsolidasian:
The following table shows consolidated monetary assets and liabilities:
2015 Mata uang asing/ Ekuivalen Rp/ Original currency Equivalent in Rp Aset Kas dan setara kas
Piutang usaha
Rekening bank yang dibatasi penggunaannya
2014 Mata uang asing/ Ekuivalen Rp/ Original currency Equivalent in Rp
US$ CNY EUR SGD AUD
25.837.074 22.592 187.018 21.869 30.490
356.422 48 2.818 213 306
21.022.032 1.437 228.177 13.953 41.607
US$ Euro
912.186 16.800
12.584 253
1.308.888 -
US$
106.325
1.467
102.190
Jumlah Aset Liabilitas Liabilitas Lancar Utang bank jangka pendek
Net Monetary Assets and Liabilities Denominated in Foreign Currencies
374.111
Assets Cash and cash equivalents
261.514 3 3.453 131 425
US$ CNY EUR SGD AUD
16.283
US$ Euro
Trade accounts receivable
1.271
US$
Restricted cash in banks
-
283.080
Total Assets Liabilities Current Liabilities US$ Short-term bank loans AUD
US$ AUD
7.920.060 601.299
109.257 6.052
7.181.000 1.090.075
89.336 11.139
Utang usaha
US$ EUR AUD SGD
55.311.302 413.395 192.448 89.768
763.020 6.230 1.937 875
11.737.757 98.674 155.239 171.007
147.984 1.493 1.586 1.611
US$ Euro AUD SGD
Trade accounts payable
Utang usaha - pihak berelasi
US$
136.328.901
1.880.657
116.316.736
1.446.980
US$
Trade accounts payable - Related parties
Pinjaman jangka panjang
AUD
20.063.343
201.920
20.394.473
208.395
AUD
Long-term loans
Instrumen keuangan derivatif
US$
95.965
1.194
US$
Derivative financial instrument
Utang obligasi
US$
2.728.199
US$
199.279.967
2.749.067
219.308.555
Jumlah Liabilitas
5.719.015
4.637.917
Nilai Bersih Kewajiban
(5.344.904)
(4.354.837)
Pada tanggal 31 Desember 2015 dan 2014, kurs konversi yang digunakan Perusahaan diungkapkan pada Catatan 2 pada laporan keuangan konsolidasian.
Bonds payable Total Liabilities Net Liabilities
At December 31, 2015 and 2014, the conversion rates used by the Group were disclosed in Note 2 to consolidated financial statements.
- 102 F-222
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 37.
Perkara Hukum a.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 37.
Perusahaan mendapatkan gugatan perlawanan dari Nyo Ailing terhadap pelaksanaan lelang eksekusi tanah dan bangunan atas nama Subismo yang dimintakan lelang oleh Perusahaan kepada Pengadilan Negeri (PN) Banjar Baru di Banjarmasin sebagai pelaksanaan/eksekusi Putusan Perdamaian PN Banjar Baru No 07/PDT.G/2004/PN.BJB tanggal 24 Juni 2004 antara Perusahaan melawan Subismo. Perkara ini telah diputuskan oleh Majelis Hakim PN Banjar Baru No. 13/Pdt.Plw/2005/PN.BJB tanggal 29 Juni 2006 yang antara lain dalam putusannya menyatakan mengabulkan permohonan Perusahaan untuk melanjutkan lelang eksekusi atas tanah dan bangunan tersebut.
Legal Matters a.
Berdasarkan Putusan Kasasi dari Mahkamah Agung No. 2253K/P/Pdt/2008 tanggal 11 Mei 2010 yang telah berkekuatan hukum tetap, Mahkamah Agung menolak permohonan kasasi dari Pemohon Kasasi I Nyo Ai Ling dan Pemohon Kasasi II Subismo, SE. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, Perusahaan sedang menunggu proses untuk pelaksanaan lelang atas tanah dan bangunan tersebut sebagai pembayaran hutang Nyo Ailing kepada Perusahaan sebesar Rp 261.701.750 (dalam Rupiah penuh). b.
Nyo Ailing, a third party, filed a lawsuit against the Company concerning the auction sale of land and building under the name of Subismo, based on order Banjar Baru District Court in Banjarmasin as realization/execution of the Amicable Settlement Banjar Baru District Court No. 07/PDT.G/2004/PH.BJB dated June 24, 2004, between the Company and Subismo. This case has been decided by the Judge of Banjar Baru District Court, in its Decision No. 13/Pdt.Plw/2005/PN.BJB dated June 29, 2006, accepting the Company’s appeal to continue with the execution of the auction sale of the abovementioned land and building.
Based on decision from the Supreme Court No. 2253K/P/Pdt/2008 dated May 11, 2010 which now has an enforceable right, the Supreme Court rejected the appeal from Applicant’s Appeal I Nyo Ai Ling and Applicant’s Appeal II Subismo, SE. Until the date of completion of the consolidated financial statements, the Company is still waiting for the process concerning the auction sale of land and building as payment of Nyo Ailing’s debt to the Company amounting to Rp 261,701,750 (in full Rupiah).
Pada tanggal 6 Juli 2012, Perusahaan melakukan gugatan wanprestasi terhadap Eric dan Estherina (atau disebut juga Vonnie Lauw) mengenai keterlambatan pembayaran hutang. Berdasarkan Putusan Pengadilan Negeri Jakarta Utara No. 304/Pdt.G/2012/PN. JKT.UT tanggal 22 Mei 2013, Pengadilan Negeri Jakarta Utara mengabulkan gugatan Perusahaan dengan menghukum Eric dan Estherina untuk membayar tunggakan hutang kepada Perusahaan sebesar Rp 355.733.500 (dalam Rupiah penuh) dan membayar ganti rugi kepada Perusahaan sebesar Rp 100.000.000 (dalam Rupiah penuh) dan bunga setiap bulan sebesar 2% dari jumlah tunggakan hutang. Eric dan Estherina mengajukan banding kepada Pengadilan Tinggi Jakarta atas Putusan Pengadilan Negeri Jakarta Utara tersebut. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, perkara dengan Eric dan Estherina tersebut di atas masih dalam proses banding.
b.
- 103 F-223
On July 6, 2012, the Company filed a lawsuit against Eric and Estherina (known as Vonie Lauw) concerning the latter’s default of debt payment. Based on decision from North Jakarta District Court No. 304/Pdt.G/2012/ PN.JKT.UT dated May 22, 2013, North Jakarta District Court accepted the lawsuit of the Company with punishment of Eric and Estherina to pay debt amounting to Rp 355,733,500 (in full Rupiah) and compensation amounting to Rp 100,000,000 (in full Rupiah) and interest of 2% per month of the outstanding debt. Eric and Estherina submitted an appeal to the Jakarta High Court upon the decision of the North Jakarta District Court above. Until the date of completion of the consolidated financial statements, the abovementioned case with Eric and Estherina are still under appeal.
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
c.
Pada tanggal 7 Mei 2012, PT Ciomas Adisatwa (CA), entitas anak, menggugat Moch Heru Wiratno dan PT Alvin Jaya atas keterlambatan pembayaran hutang. Berdasarkan Putusan Pengadilan Negeri Sidoarjo No. 82/PDT.G/2012/PH. SDA tanggal 19 Desember 2012, Pengadilan Negeri Sidoarjo mengabulkan gugatan CA dengan menghukum Moch Heru Wiratno dan PT Alvin Jaya untuk membayar tunggakan hutang kepada CA sebesar Rp 288.255.955 (dalam Rupiah penuh). Moch Heru Wiratno mengajukan banding kepada Pengadilan Tinggi Surabaya atas Putusan Pengadilan Negeri Sidoarjo tersebut. Berdasarkan Putusan Pengadilan Tinggi Surabaya No. 543/PDT/2013/PT.SBY tanggal 11 Februari 2014, Pengadilan Tinggi Surabaya menolak banding dari Moch Heru Wiratno dan menghukumnya untuk membayar tunggakan hutang kepada CA sebesar Rp 288.255.955 (dalam rupiah penuh) yang telah diterima pembayarannya oleh CA pada tanggal 16 Mei 2014.
c.
On May 7, 2012, PT Ciomas Adisatwa (CA), a subsidiary, filed a lawsuit against Moch Heru Wiratno and PT Alvin Jaya concerning the latter’s default of debt payment. Based on decision Sidoarjo District Court No. 82/PDT.G/2012/PH.SDA dated December 19, 2012, Sidoarjo District Court accepted the lawsuit of CA with punishment of Moch Heru Wiratno and PT Alvin Jaya to pay debt to CA Amounting to Rp 288,255,955 (in full Rupiah). Moch Wiratno submitted an appeal to the Surabaya High Court upon the decision of the Sidoarjo District Court above. Based on decision Surabaya High Court No. 543/PDT/2013/PT.SBY dated February 11, 2014, Surabaya High Court rejected an appeal of Moch Heru Wiratno with punishment to pay debt to CA amounting to Rp 288,255,955 (in full rupiah) which has been received by CA on May 16, 2014.
d.
Pada tanggal 6 Desember 2013, PT Ciomas Adisatwa (CA), entitas anak, mengajukan gugatan wanprestasi terhadap PT Rolika Caterindo yang berkedudukan di Bogor. Gugatan ini telah didaftarkan di Pengadilan Negeri Bogor dengan No. 138/Pdt.G/2013/PN.Bgr. Gugatan ini terjadi karena Tergugat mempunyai utang kepada Penggugat yang belum dibayar oleh Tergugat per 28 Desember 2009 sebesar Rp 206.109.616 (dalam Rupiah penuh). Berdasarkan Putusan Pengadilan Negeri Bogor No.138/Pdt.G/2013/PN.Bgr tanggal 22 Oktober 2014, Pengadilan Negeri Bogor mengabulkan sebagian gugatan Perusahaan. PT Rolika Caterindo mengajukan banding kepada Pengadilan Tinggi Bandung atas Putusan Pengadilan Negeri Bogor tersebut dan berdasarkan Putusan Pengadilan Tinggi Bandung No. 68/Pdt/2015/PT.Bdg.Jo No. 138/PDt.G/ 2013/PN.Bgr tanggal 17 Maret 2015, Pengadilan Tinggi Badung menguatkan putusan Pengadilan Negeri Bogor No. 138/PDt.G/2013/PN.Bgr tanggal 24 September 2014 tersebut. PT Rolika Caterindo mengajukan Kasasi kepada Mahkamah Agung. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, perkara dengan PT Rolika caterindo tersebut di atas masih dalam proses persidangan di Mahkamah Agung.
d.
On December 6, 2013, PT Ciomas Adisatwa (CA), a subsidiary, filed a lawsuit against PT Rolika Caterindo which is located in Bogor. The lawsuit has been registered at the Bogor District Court No. 138/Pdt.G/2013/PN.Bgr which relates to unpaid payables of the defendant to the plaintiff amounting to Rp 206,109,616 (in full Rupiah). Based on decision Bogor District Court No.138/Pdt.G/2013/PN.Bgr dated October 22, 2014, Bogor District Court accepted a part of the lawsuit of the Company. PT Rolika Caterindo submitted an appeal to the Bandung High Court towards the decision of the Bogor District Court above and based on decision Bandung High Court No. 68/Pdt/2015/ PT.Bdg.Jo No. 138/PDt.G/2013/PN.Bgr dated March 2015, the Bandung High Court affirm the decision Bogor District Court No.138/Pdt.G/2013/PN.Bgr dated September 24, 2014. PT Rolika Caterindo submitted an appeal to the Supreme Court. Until the date of completion of the consolidated financial statements, the abovementioned case is still being processed at Supreme Court.
- 104 F-224
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
e.
Pada tanggal 11 Juli 2014, Perusahaan mengajukan gugatan melawan H. Nuhimat. Gugatan ini telah didaftarkan di Pengadilan Negeri Balai Endah-Kabupaten Bandung No.122/Pdt.G/2014/PN.BLE. Gugatan ini terjadi karena Tergugat mempunyai utang kepada Penggugat yang belum dibayar oleh Tergugat sebesar Rp 1.881.570.000 (dalam rupiah penuh). Berdasarkan Putusan Pengadilan Negeri Bale Endah Bandung No. 122/Pdt.G/2014/PN.BLB tanggal 29 Januari 2015, Pengadilan Negeri Bale Endah Bandung mengabulkan sebagian gugatan Perusahaan. H. Nurhimat mengajukan banding kepada Pengadilan Tinggi Bandung atas Putusan Pengadilan Negeri Balai Endah-Kabupaten Bandung tersebut dan berdasarkan Putusan Pengadilan Tinggi Bandung No. 272/Pdt/2015/PT.Bdg tanggal 2 Juli 2015, Pengadilan Tinggi Badung menguatkan putusan Pengadilan Negeri Bale Endah Bandung No.122/Pdt.G/2014/PN.BLE tanggal 29 Januari 2015 tersebut. H. Nurhimat mengajukan Kasasi kepada Mahkamah Agung. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, perkara dengan H. Nurhimat tersebut di atas masih dalam proses persidangan di Mahkamah Agung.
e.
On July 11, 2014, the Company filed a lawsuit againts H. Nuhimat. The lawsuit has been registered at the Balai EndahKabupaten Bandung District Court No. 122/Pdt.G/2014/PN.BLE which relates to unpaid payables of the defendant to the plaintiff amounting to Rp 1,881,570,000 (in full rupiah). Based on decision Bale Endah Bandung District Court No. 122/Pdt.G/2014/PN.BLB dated January 29, 2015, Bale Endah Bandung District Court accepted a part of the lawsuit of the Company. H. Nurhimat submitted an appeal to the Bandung High Court towards the decision of the Balai Endah-Kabupaten Bandung District Court above and based on decision Bandung High Court No. 272/Pdt/2015/PT.Bdg dated July 2, 2015, the Bandung High Court affirm the decision Bogor District Court No.122/Pdt.G/2014 dated January 29, 2015 above. H. Nurhimat submitted an appeal to the Supreme Court. Until the date of completion of the consolidated financial statements, the abovementioned case is still being processed at Supreme Court.
f.
Pada tanggal 26 September 2014, Perusahaan mengajukan gugatan melawan Rijadi Heru di Cianjur. Gugatan ini telah didaftarkan di Pengadilan Negeri Cianjur, dengan No.27/Pdt.G/2014/PN.Cjr. Gugatan ini terjadi karena Tergugat mempunyai utang kepada Penggugat yang belum dibayar oleh Tergugat sebesar Rp 2.008.208.500, (dalam rupiah penuh). Berdasarkan Putusan Pengadilan Negeri Cianjur No. 27/Pdt.G/2014/PN.Cjr tanggal 2 Juli 2015, Pengadilan Negeri Cianjur mengabulkan sebagian gugatan Perusahaan. Dicapai kesepakatan bahwa Rijadi Heru akan membayar kewajiban tersebut kepada Perusahaan secara angsuran.
f.
On September 26, 2014, the Company filed a lawsuit against Rijaldi Heru. The lawsuit has been registered at the Cianjur Court No.27/Pdt.G/2014/PN.Cjr which relates to unpaid payables of the defendant to the plaintiff amounting Rp 2,008,208,500 (in full Rupiah). Based on decision of Cianjur District Court No. 27/Pdt.G/2014/PN.Cjr dated July 2, 2015, Cianjur District Court accepted a part of the lawsuit of the Company. The Company has agreed that Riyadi Heru will pay the obligations to the Company in installments.
- 105 F-225
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
g.
Pada tanggal 12 Maret 2015, PT Ciomas Adisatwa (CA), entitas anak, mengajukan gugatan wanprestasi terhadap I Putu Rustika. Gugatan ini telah didaftarkan di Pengadilan Negeri Denpasar dengan No. 213/pdt/G/2015/PN.DPS. Gugatan ini terjadi karena Tergugat mempunyai utang kepada Penggugat yang belum dibayar sampai Gugatan diajukan sebesar Rp 182.595.700 (dalam Rupiah penuh). Berdasarkan Putusan Pengadilan Negeri Denpasar No. 213/pdt/G/2015/PN.DPS tanggal 10 Juni 2015, Pengadilan Negeri Denpasar mengabulkan sebagian gugatan Perusahaan.
g.
On March 12, 2015, PT Ciomas Adisatwa (CA), a subsidiary, filed a lawsuit against I Putu Rustika. The lawsuit has been registered at the Denpasar District Court No. 213/pdt/G/2015/PD.DPS which relates to unpaid payables of the defendant to the plaintiff amounting to Rp 182,595,700 (in full Rupiah). Based on decision Denpasar District Court No. 213/pdt/G/2015/PD.DPS dated June 10, 2015, Denpasar District Court accepted a part of the lawsuit of the Company.
h.
Pada tanggal 17 April 2015, Perusahaan digugat sebagai Tergugat II atas gugatan yang diajukan oleh Basiman dan Supadi. Gugatan ini telah didaftarkan di Pengadilan Negeri Pati dengan No. 41/Pdt.G/2015/PN.Pti sehubungan dengan pembelian tanah yang diklaim sebagai milik Basiman dan Supadi. Nilai gugatan adalah Rp. 400.000.000 (dalam Rupiah penuh). Berdasarkan Putusan Pengadilan Negeri Pati No. 41/Pdt.G/2015/PN.Pti tanggal 12 November 2015, Pengadilan Negeri Pati menolak gugatan Penggugat. Putusan tersebut telah mempunyai kekuatan hukum tetap.
h.
On April 17, 2015, a lawsuit was filed by Basiman and Supadi whereby the Company was Defendant II. This lawsuit has been registered at the Pati District Court No. 41/Pdt.G/2015/PN.Pti related to the purchase of land by the Company which is claimed as the property of Basiman and Supadi. The value of the lawsuit is Rp 400,000,000 (in full Rupiah). Based on decision from Pati District Court No. 41/ Pdt.G/2015/PN.Pti dated 12 November 2015, Pati District Court rejected this lawsuit of Plaintiff. The decision has had permanent legal force.
i.
Pada tanggal 23 Juni 2015, PT Ciomas Adisatwa (CA), entitas anak, mengajukan gugatan wanprestasi terhadap Khaidir Khaliq. Gugatan ini telah didaftarkan di Pengadilan Negeri Sungguminasa dengan No. 35/PDT/G/2015/PN.Sgm. Gugatan ini terjadi karena Tergugat mempunyai utang kepada Penggugat yang belum dibayar sampai Gugatan diajukan sebesar Rp 143.000.000 (dalam Rupiah penuh). Berdasarkan Putusan Pengadilan Negeri Sungguminasa No.35/PDT.G/2015/PN. SUNGG tanggal 12 Oktober 2015, Pengadilan Negeri Sungguminasa mengabulkan sebagian gugatan Perusahaan.
i.
On September 23, 2015, PT Ciomas Adisatwa (CA), a subsidiary, filed a lawsuit against Khaidir Khaliq. The lawsuit has been registered at the Sungguminasa District Court No. 35/PDT/G/2015/PN.Sgm which relates to unpaid payables of the Defendant to the Plaintiff amounting to Rp 143,000,000 (in full Rupiah). Based on decision Sungguminasa District Court No. 35/PDT.G/2015/PN.SUNGG dated October 12, 2015, Sungguminasa District Court accepted part of the lawsuit of the Company.
- 106 F-226
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 38.
Pengungkapan Tambahan Laporan Arus Kas Konsolidasian
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 38.
Aktivitas investasi dan pendanaan yang tidak mempengaruhi kas dan setara kas:
Supplemental Disclosures for Consolidated Statements of Cash Flows The following are the noncash investing and financing activities of the Group: 2015
Reklasifikasi dari aset tetap ke aset tidak digunakan - bersih/ Reclassification from property, plant and equipment to unused assets Reklasifikasi properti investasi ke aset tetap/ Reclassification from invesment property to property, plant and equipment Liabilitas dari pembelian aset tetap/ Liability arising from acquisition of property, plant and equipment Penambahan aset tetap melalui utang sewa pembiayaan/ Acquisition of property, plant and equipment through capital lease Penambahan aset tetap dari akuisisi entitas anak/ Addition of property, plant and equipment arising from acquisition of subsidiary Reklasifikasi dari aset tetap tidak digunakan ke aset tetap/ Reclassification from unused assets to property, plant and equipment Reklasifikasi aset tetap ke properti investasi/ Reclassification from property, plant and equipment to invesment property
39.
Standar Akuntansi Keuangan Baru dan Penyajian Kembali Laporan Keuangan Konsolidasian Sebagai Dampak Perubahan Kebijakan Akuntansi
39.
2014
109.065 31.864
2.987 -
2.996
845
662
1.259
217 174 -
601 8.002
New Financial Accounting Standards and Restatement of Consolidated Financial Statements for the Impact of Changes in Accounting Policies
Standar Akuntansi Keuangan Baru
New Financial Accounting Standards
Pada tanggal 1 Januari 2015, Grup menerapkan PSAK baru, revisi dan penyesuaian dan ISAK yang wajib diterapkan pada tanggal tersebut.
On January 1, 2015, the Group applied new, revised and amended PSAKs and ISAK that are mandatory for application from that date.
1.
1.
PSAK No. 1, “Penyajian Laporan Keuangan”, mensyaratkan pengelompokkan komponen penghasilan komprehensif lain yang terdiri dari pos-pos yang akan direklasifikasi lebih lanjut ke laba rugi dan tidak akan direklasifikasi lebih lanjut ke laba rugi.
As a result of the application of this amended standard, the Group has modified the presentation of items of other comprehensive income (OCI) in its consolidated statement of profit or loss and OCI. Comparative information has been represented accordingly.
Sebagai dampak penerapan standar penyesuaian tersebut, Grup telah memodifikasi penyajian pos-pos penghasilan komprehensif lain dalam laporan laba rugi dan penghasilan komprehensif lain konsolidasian. Informasi komparatif telah disajikan kembali. 2.
PSAK No. 1, “Presentation of Financial Statements”, requires items of other comprehensive income to be split between those that have the potential to be recycled to profit or loss and those that do not.
PSAK No. 24, “Imbalan Kerja”, mengubah persyaratan untuk pengakuan, pengukuran dan penyajian program manfaat karyawan.
2.
PSAK No. 24, “Employee Benefits”, amends the recognition, measurement and presentation requirements for defined benefit schemes. As a result of the adoption of the amendments of this standard, the Group has changed its accounting policy to recognize all actuarial gains and losses in other comprehensive income and all past service costs in profit or loss in the period which they occur.
Sebagai dampak penerapan standar penyesuaian tersebut, Grup telah mengubah kebijakan akuntansi untuk mengakui semua keuntungan dan kerugian aktuarial dalam penghasilan komprehensif lain dan semua biaya jasa lalu dalam laba rugi pada periode terjadinya.
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
3.
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Imbal hasil aset program ditentukan dengan mengacu pada imbal hasil pasar atas bunga obligasi korporasi berkualitas tinggi, dan acuan tersebut digunakan secara konsisten untuk pengukuran liabilitas imbalan pasti. Jumlah bersih kedua pos tersebut dilaporkan dalam laba rugi sebagai bunga neto atas liabilitas imbalan pasti. Penyesuaian standar tersebut menimbulkan perubahan pada penyajian biaya imbalan pasti dalam laba rugi.
Return on plan assets are now recognized based on a rate of interest on a high quality corporate bond, which is consistent with the measurement for the defined benefit liability. The net of the two amounts is reported within profit or loss as the net interest on defined benefit liability. These amendments have resulted change in relation to the presentation of costs in profit or loss.
Sesuai dengan standar penyesuaian ini, Grup menentukan biaya (pendapatan) bunga neto atas liabilitas (aset) imbalan pasti dengan mengalikan tingkat diskonto yang digunakan untuk mengukur kewajiban imbalan pasti pada awal periode pelaporan tahunan terhadap liabilitas (aset) imbalan pasti neto, memperhitungkan setiap perubahan dalam liabilitas (aset) imbalan pasti neto selama periode sebagai akibat dari iuran dan pembayaran imbalan. Dengan demikian, bunga neto atas liabilitas (aset) imbalan pasti menjadi terdiri dari: biaya bunga atas kewajiban imbalan pasti, pendapatan bunga dari aset program, dan bunga atas dampak batas atas aset. Sebelumnya, Grup menentukan pendapatan bunga dari aset program berdasarkan tingkat pengembalian jangka panjang yang diharapkan.
Under this amended standard, the Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Consequently, the net interest on the net defined benefit liability (asset) now comprises: interest cost on the defined benefit obligation, interest income on plan assets, and interest on the effect on the asset ceiling. Previously, the Group determined interest income on plan assets based on their long-term rate of expected return.
PSAK No. 65, “Laporan Keuangan Konsolidasian”, menetapkan prinsip-prinsip penyajian dan penyusunan laporan keuangan konsolidasian dalam hal suatu entitas memiliki pengendalian pada satu atau lebih entitas lain.
3.
PSAK No. 65, “Consolidated Financial Statements”, establishes the principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities.
Standar ini menyatakan model pengendalian baru yang diterapkan pada seluruh hal berikut, yakni apakah Grup memiliki: kekuasaan atas investee; eksposur atau hak atas imbal hasil variabel dari keterlibatannya dengan investee; dan kemampuan untuk menggunakan kekuasaannya atas investee untuk mempengaruhi jumlah imbal hasil yang diterima.
This standard introduces a new control model that focuses on whether the Group has power over an investee, exposure or rights to variable return from its involvement with the investee and ability to use its power to affect those returns.
Grup telah mengevaluasi seluruh investasi untuk menentukan apakah terdapat pengendalian berkelanjutan atas entitas anak yang sebelumnya telah dikonsolidasi dan apakah terdapat investasi yang seharusnya diperlakukan sebagai entitas anak dengan penerapan persyaratan baru tersebut.
The Group has evaluated all its investments to establish whether control continues to exist for previously consolidated subsidiaries and whether any investments would fall to be a subsidiary applying the new requirements.
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PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Grup tidak mengidentifikasi adanya perubahan pada laporan keuangan konsolidasian anak perusahaan. 4.
The Group did not identify any change in the previously consolidated subsidiaries.
PSAK No. 67, “Pengungkapan Kepentingan Dalam Entitas Lain”, mensyaratkan pengungkapan informasi mengenai sifat dan risiko yang terkait dengan kepentingan pada entitas lain, serta dampak dari kepentingan tersebut terhadap laporan keuangan. Pengungkapan tersebut disyaratkan untuk kepentingan dalam entitas anak, pengaturan bersama, entitas asosiasi dan entitas terstruktur yang tidak dikonsolidasi.
4.
As a result of this new standard, the Group has expanded its dislosures about its interests in subsidiaries (Note 1).
Sehubungan dengan penerapan standar baru ini, Grup telah memperluas pengungkapan kepentingan dalam entitas anak (Catatan 1). 5.
PSAK No. 67, “Disclosures of Interests in Other Entities”, requires disclosure of information on the nature of, and risks associated with, interests in other entities, and the effects of those interests on the primary financial statements. The required disclosures relate to interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities.
PSAK No. 68, “Pengukuran Nilai Wajar”, menyatakan definisi nilai wajar dan menyediakan pedoman pengukuran nilai wajar, dalam hal nilai wajar disyaratkan atau diizinkan, serta memperluas pengungkapan mengenai nilai wajar.
5.
PSAK No. 68, “Fair Value Measurements”, clarifies the definition of fair value and provides guidance on how to measure fair value, when fair value is required or permitted, and aims to enhance fair value disclosures.
Sebagai dampak penerapan standar baru ini, Grup menambahkan pengungkapan mengenai nilai wajar (Catatan 21).
As a result of adoption of this new standard, the Group has included additional fair value disclosures (Note 21).
Sesuai dengan ketentuan transisi standar ini, Grup menerapkan pedoman pengukuran nilai wajar yang baru secara prospektif sehingga informasi komparatif terkait pengungkapan baru tidak diungkapkan. Perubahan tersebut tidak menimbulkan dampak signifikan terhadap pengukuran aset dan liabilitas Grup.
In accordance with the transitional provisions of this standard, the Group has applied the new fair value measurement guidance prospectively and has not provided any comparative information for new disclosures. Notwithstanding the above, the change had no significant impact on the measurements of the Group’s assets and liabilities.
Berikut ini adalah PSAK amandemen dan penyesuaian yang wajib diterapkan untuk tahun buku yang dimulai 1 Januari 2015, yang relevan namun tidak berdampak material terhadap laporan keuangan konsolidasian:
The following are the amended and improved PSAKs applied effective January 1, 2015 which are relevant but do not have material impact to the consolidated financial statements:
1.
PSAK No. 4, “Laporan Keuangan Tersendiri”.
1.
PSAK No.4, Statements”.
2.
PSAK No. 46, “Pajak Penghasilan”.
2.
PSAK No. 46, “Income Taxes”.
3.
PSAK No. Penyajian”.
“Instrumen
Keuangan:
3.
PSAK No. 50, Presentation”.
4.
PSAK No. 55, “Instrumen Pengakuan dan Pengukuran”.
Keuangan:
4.
PSAK No. 55, “Financial Instruments: Recognition and Measurement”.
5.
PSAK No. 60, Pengungkapan”.
Keuangan:
5.
PSAK No. 60, Disclosures”.
50,
“Instrumen
- 109 F-229
“Separate
“Financial
“Financial
Financial
Instruments:
Instruments:
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Penyajian Kembali Laporan Keuangan Konsolidasian sebagai Dampak Perubahan Kebijakan Akuntansi
Restatement of Consolidated Financial Statements for the Impact of Changes in Accounting Policies
Tabel berikut menyajikan dampak perubahan kebijakan akuntansi sebagaimana diungkapkan di atas, terhadap posisi keuangan, dan laba rugi dan penghasilan komprehensif lain konsolidasian Grup.
The following tables summarize the impact of the above changes in accounting policies on the Group’s financial position and profit or loss and other comprehensive income.
Laporan posisi keuangan konsolidasian
Consolidated statements of financial position
Disajikan sebelumnya/ As previously reported Kas dan setara kas Investasi jangka pendek Piutang usaha Pihak berelasi Pihak ketiga Piutang lain-lain Persediaan Ayam pembibit turunan Uang muka Pajak dibayar dimuka Biaya dibayar dimuka Rekening bank yang dibatasi penggunaannya Aset pajak tangguhan Investasi saham Goodwill Tanaman - bersih Sapi pembibit turunan Properti investasi Aset tetap Aset tetap yang tidak digunakan - bersih Tanah yang belum dikembangkan Aset lain-lain Jumlah Aset Utang bank jangka pendek
31 Desember/December 31, 2014 Dampak aplikasi PSAK No. 24/ Impact of adoption of PSAK No. 24
Disajikan kembali/ As restated
768.461 11.283
-
768.461 11.283
47.845 1.194.797 70.137 5.133.782 702.672 303.904 436.330 40.107 1.489 100.659 219 70.136 2.397 303.953 52.602 6.361.632 21.130 25.802 81.098
28.524
47.845 1.194.797 70.137 5.133.782 702.672 303.904 436.330 40.107 1.489 129.183 219 70.136 2.397 303.953 52.602 6.361.632 21.130 25.802 81.098
28.524
15.758.959
-
15.730.435
Cash and cash equivalents Short-term investments Trade accounts receivable Related parties Third parties Other accounts receivable Inventories Breeding chickens Advanced payments Prepaid taxes Prepaid expenses Restricted cash in banks Deferred tax assets Investment in shares of stock Goodwill Plantations - net Breeding cattle Investment properties Property, plant, and equipment Unused assets - net Land for development Other noncurrent assets Total assets
2.212.890
-
2.212.890
1.446.980
-
1.446.980
557.293
-
557.293
Utang lain-lain - pihak ketiga
181.143
-
181.143
Other accounts payable - third parties
Utang pajak Beban akrual Liabilitas keuangan derivatif
41.717 147.736 1.194
-
41.717 147.736 1.194
Taxes payable Accrued expenses Derivative financial liabilities
Uang muka yang diterima
45.687
-
45.687
Pinjaman jangka panjang
797.117
-
797.117 1.141
Long-term loans Liability for the purchase of property, plant and equipment
6.056 10.939 767.493
-
6.056 10.441 906.964
Lease liabilities Deferred tax liabilities Long-term employee benefits liability
4.223.055
-
Utang usaha Pihak berelasi Pihak ketiga
Utang pembelian aset tetap Liabilitas sewa pembiayaan Liabilitas pajak tangguhan Liabilitas imbalan kerja jangka panjang Utang obligasi Jumlah liabilitas
Short-term bank loans Trade accounts payable
1.141
(498) 139.471
10.440.441
Modal saham Tambahan modal disetor - bersih Saham treasuri Saldo laba Ditentukan penggunaannya Belum ditentukan penggunaannya Selisih nilai transaksi dengan kepentingan nonpengendali Selisih kurs karena penjabaran laporan keuangan Kepentingan nonpengendali
1.666.250 895.615 (17.717)
-
165.000 2.243.794
-
Jumlah ekuitas
5.289.994
(98.939) 10.266 425.725
4.223.055 138.973
10.579.414 1.666.250 895.615 (17.717)
(109.559) (890) (110.449)
- 110 F-230
165.000 2.134.235 (98.939) 10.266 424.835 5.179.545
Related parties Third parties
Advances received
Bonds payable Total liabilities Capital stock Additional paid-in capital - net Treasury stocks Retained earnings Appropriated Unappropriated Difference arising from transactions with non-controlling interests Exchange differences on translating foreign operations Non-controlling interests Total equity
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain)
Disajikan sebelumnya/ As previously reported Kas dan setara kas Investasi jangka pendek Piutang usaha Pihak berelasi Pihak ketiga Piutang lain-lain Persediaan Ayam pembibit turunan Uang muka Pajak dibayar dimuka Biaya dibayar dimuka Rekening bank yang dibatasi penggunaannya Aset pajak tangguhan Goodwill Tanaman - bersih Sapi pembibit turunan Properti investasi Aset tetap Aset tetap yang tidak digunakan - bersih Tanah yang belum dikembangkan Aset lain-lain Jumlah Aset Utang bank jangka pendek
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
31 Desember/December 31, 2013 Dampak aplikasi PSAK No. 24/ Impact of adoption of PSAK No. 24
Disajikan kembali/ As restated
1.745.963 14.283
-
1.745.963 14.283
106.411 1.090.945 52.457 4.727.474 537.326 446.372 240.349 43.090 1.321 94.636 70.013 2.330 335.751 45.568 5.272.131 8.329 23.813 59.031
-
106.411 1.090.945 52.457 4.727.474 537.326 446.372 240.349 43.090 1.321 112.739 70.013 2.330 335.751 45.568 5.272.131 8.329 23.813 59.031
18.103 -
14.917.593 2.558.985
18.103 -
14.935.696 2.558.985
Utang usaha
Cash and cash equivalents Short-term investments Trade accounts receivable Related parties Third parties Other accounts receivable Inventories Breeding chickens Advanced payments Prepaid taxes Prepaid expenses Restricted cash in banks Deferred tax assets Goodwill Plantations - net Breeding cattle Investment properties Property, plant, and equipment Unused assets - net Land for development Other noncurrent assets Total assets Short-term bank loans Trade accounts payable
Pihak berelasi
571.213
-
571.213
Pihak ketiga
423.503
-
423.503
Related parties
Utang lain-lain - pihak ketiga
147.278
-
147.278
Other accounts payable - third parties
Utang pajak Beban akrual
61.958 150.402
-
61.958 150.402
Taxes payable Accrued expenses Advances received
Third parties
Uang muka yang diterima
44.409
-
44.409
Pinjaman jangka panjang
894.205
-
894.205 3.174
Long-term loans Liability for the purchase of property, plant and equipment
8.799 13.204 647.673
87.778
8.799 13.204 735.451
Lease liabilities Deferred tax liabilities Long-term employee benefits liability
Utang obligasi
4.147.568
-
4.147.568
Bonds payable
Jumlah liabilitas
9.672.371
87.778
9.760.149
Total liabilities
Modal saham Tambahan modal disetor - bersih Saham treasuri Saldo laba Ditentukan penggunaannya Belum ditentukan penggunaannya Selisih nilai transaksi dengan kepentingan nonpengendali Selisih kurs karena penjabaran laporan keuangan Kepentingan nonpengendali
1.666.250 895.615 (17.717)
-
1.666.250 895.615 (17.717)
150.000 2.032.807
-
1.381
-
23.824 493.062
-
Capital stock Additional paid-in capital - net Treasury stocks Retained earnings Appropriated Unappropriated Difference arising from transactions with non-controlling interests Exchange differences on translating foreign operations Non-controlling interests
Jumlah ekuitas
5.245.222
Utang pembelian aset tetap Liabilitas sewa pembiayaan Liabilitas pajak tangguhan Liabilitas imbalan kerja jangka panjang
3.174
(68.939)
150.000 1.963.868 1.381
(736)
23.824 492.326
(69.675)
5.175.547
- 111 F-231
Total equity
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) Laporan laba rugi dan komprehensif lain konsolidasian
penghasilan
Disajikan sebelumnya/ As previously reported Penjualan bersih Beban pokok penjualan Beban penjualan Beban umum dan administrasi Pendapatan bunga Keuntungan penjualan aset tetap Rugi selisih kurs Beban bunga Lain-lain Penghasilan pajak - bersih
Jumah penghasilan komprehensif
40.
Consolidated statement of profit or loss and other comprehensive income
31 Desember/December 31, 2014 Dampak aplikasi PSAK No. 24/ Impact of adoption of PSAK No. 24
24.458.880 (21.033.306) (522.415) (1.627.394) 16.048 4.268 (77.579) (694.151) 18.198 (157.703)
Laba tahun berjalan Pengukuran kembali liabilitas imbalan pasti Selisih kurs karena penjabaran laporan keuangan
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated)
Disajikan kembali/ As restated
-
24.458.880 (21.033.306) (522.415) (1.618.534) 16.048 4.268 (77.579) (694.151) 18.198 (159.543)
8.860 (1.840)
384.846 (13.558)
7.020
391.866
Profit for the year
(47.793)
(47.793) (13.558)
Remeasurement of defined benefit liability Exchange differences on translating foreign operations
(40.773)
330.515
Total comprehensive income
-
371.288
Standar Akuntasi Keuangan Berlaku Efektif 1 Januari 2016 dan 2017
Net sales Cost of sales Selling expenses General and administrative expenses Interest income Gain on sale of property, plant and equipment Loss on foreign exchange Interest expense Others Tax expense - net
40.
Financial Accounting Standards January 1, 2016 and 2017
Effective
Ikatan Akuntan Indonesia telah menerbitkan amandemen Pernyataan Standar Akuntansi Keuangan (PSAK) dan Interpretasi Standar Akuntansi Keuangan (ISAK) baru yang akan berlaku efektif pada periode yang dimulai 1 Januari 2016, kecuali Amandemen PSAK No. 1 dan ISAK No. 31 yang berlaku efektif 1 Januari 2017:
The Indonesian Institute of Accountants has issued the following amended Statements of Financial Accounting Standards (PSAKs) and new Interpretations of Financial Accounting Standards (ISAKs) which will be effective for annual period beginning January 1, 2016, except for Amendment to PSAK No. 1 and ISAK No. 31 which will be effective on January 1, 2017:
PSAK
PSAK
1.
1.
2.
3.
4.
5.
6.
PSAK No. 1, Penyajian Laporan Keuangan: Prakarsa Pengungkapan PSAK No. 4, Laporan Keuangan Tersendiri: Metode Ekuitas dalam Laporan Keuangan Tersendiri PSAK No. 15, Investasi pada Entitas Asosiasi dan Ventura Bersama tentang Entitas Investasi: Penerapan Pengecualian Konsolidasi PSAK No. 16, Aset Tetap tentang Klarifikasi Metode yang Diterima untuk Penyusutan dan Amortisasi PSAK No. 19, Aset Takberwujud tentang Klarifikasi Metode yang Diterima untuk Penyusutan dan Amortisasi PSAK No. 24, Imbalan Kerja tentang Program Imbalan Pasti: Iuran Pekerja
- 112 F-232
2.
3.
4.
5.
6.
PSAK No. 1, Presentation of Financial Statements: Disclosure Initiative PSAK No. 4, Separate Financial Statements: Equity Method in Separate Financial Statements PSAK No. 15, Investments in Associates and Joint Ventures regarding Investment Entities: Applying the Consolidation Exception PSAK No. 16, Fixed Assets regarding Clarification of Acceptable Methods of Depreciation and Amortization PSAK No. 19, Intangible Assets regarding Clarification of Acceptable Methods of Depreciation and Amortization PSAK No. 24, Employee Benefits regarding Defined-Benefit Plans: Employee Contributions
PT JAPFA COMFEED INDONESIA Tbk DAN ENTITAS ANAK Catatan atas Laporan Keuangan Konsolidasian 31 Desember 2015 dan 2014 serta untuk Tahun-tahun yang Berakhir pada Tanggal Tersebut (Angka-angka Disajikan dalam Jutaan Rupiah, kecuali Dinyatakan Lain) 7.
PSAK No. 65, Laporan Keuangan Konsolidasian tentang Entitas Investasi: Penerapan Pengecualian Konsolidasi PSAK No. 66, Pengaturan Bersama tentang Akuntansi Akuisisi Kepentingan dalam Operasi Bersama PSAK No. 67, Pengungkapan Kepentingan dalam Entitas Lain tentang Entitas Investasi: Penerapan Pengecualian Konsolidasi
8.
9.
ISAK 1. 2.
ISAK No. 30, Pungutan ISAK No. 31, Interpretasi atas Lingkup PSAK 13: Properti Investasi
PT JAPFA COMFEED INDONESIA Tbk AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2015 and 2014 and For the Years then Ended (Figures are Presented in Millions of Rupiah, unless Otherwise Stated) 7.
8.
9.
PSAK No. 65, Consolidated Financial Statements regarding Investment Entities: Applying the Consolidation Exception PSAK No. 66, Joint Arrangements regarding Accounting for Acquisitions of Interests in Joint Operations PSAK No. 67, Disclosure of Interests in Other Entities regarding Investment Entities: Applying the Consolidation Exception
ISAK
Ruang
Grup masih mengevaluasi dampak penerapan PSAK dan ISAK di atas dan dampak terhadap laporan keuangan konsolidasian dari penerapan PSAK dan ISAK tersebut belum dapat ditentukan.
********
- 113 F-233
1. 2.
ISAK No. 30, Levies ISAK No. 31, Interpretation of Framework of PSAK 13: Investment Properties
The Group is still evaluating the effects of these PSAKs and ISAKs and has not yet determined the related effects on the consolidated financial statements.
REGISTERED OFFICE OF THE COMPANY PT Japfa Comfeed Indonesia Tbk Wisma Millenia, 7th Floor Jl. MT. Haryono Kav 16 Jakarta 12810, Republic of Indonesia
TRUSTEE AND PRINCIPAL PAYING AGENT
REGISTRAR AND TRANSFER AGENT
The Bank of New York Mellon, London Branch One Canada Square London E14 5AL United Kingdom
The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building – Polaris 2-4 rue Eugène Ruppert L-2453 Luxembourg
LEGAL ADVISORS TO THE COMPANY as to U.S. federal and New York law Milbank, Tweed, Hadley & McCloy LLP 12 Marina Boulevard Marina Bay Financial Centre Tower 3 #36-03 Singapore 018982
LEGAL ADVISORS TO THE INITIAL PURCHASER as to U.S. federal and New York law
as to Indonesian law
Clifford Chance Pte. Ltd. Marina Bay Financial Centre 25th Floor, Tower 3 12 Marina Boulevard Singapore 018982
Assegaf Hamzah & Partners 16th Floor, Menara Rajawali Jalan DR. Ide Anak Agung Gde Agung Lot # 5.1 Kawasan Mega Kuningan Jakarta 12950, Republic of Indonesia
INDEPENDENT AUDITORS Mirawati Sensi Idris (the Indonesian member firm of Moore Stephens International Limited) Intiland Tower, 7th floor Jl. Jend. Sudirman Kav. 32 Jakarta 10220, Indonesia
LEGAL ADVISORS TO THE TRUSTEE as to U.S. federal and New York law Clifford Chance 27th Floor, Jardine House One Connaught Place Hong Kong
