PT SAWIT SUMBERMAS SARANA TBK (incorporated as a company with limited liability under the laws of the Republic of Indonesia)
Offer of 1,500,000,000 Ordinary Shares of Par Value Rp.100 each Offer Price: Rp.670 per Offering Share This offering memorandum has been prepared by us in connection with the offering of 1,500,000,000 newly issued shares (the “Offering Shares”) of our common stock of par value Rp.100 per share (the “Shares”). The Offering Shares are being offered (i) to eligible investors resident outside of the Republic of Indonesia (the “International Offering”), as described in this offering memorandum; and (ii) in connection with a public offer of shares in the Republic of Indonesia (the “Indonesian Offering” and, together with the International Offering, the “Offering”). The completion of the International Offering and the Indonesian Offering are each conditional upon the completion of the other. This offering memorandum is being made available with respect to the International Offering only. In connection with the International Offering, BNP Paribas, Singapore Branch and RHB Investment Bank Bhd (the “International Selling Agents”) are soliciting applications from eligible investors resident outside Indonesia on our behalf and on behalf of PT BNP Paribas Securities Indonesia, PT Mandiri Sekuritas and PT RHB OSK Securities Indonesia (the “Lead Domestic Underwriters”). The Indonesian Offering will be conducted by a group of underwriters (the “Underwriters”) in Indonesia represented by and including the Lead Domestic Underwriters. We have applied to have our Shares listed on the Indonesia Stock Exchange (the “IDX”) on completion of the Indonesian Offering. The Offering is our initial public offering, and no public market currently exists for our Shares. The Offer Price may not reflect the market price of the Offering Shares after the closing of the Offering. This offering memorandum may only be distributed outside Indonesia to persons who are neither citizens of Indonesia (wherever located) nor residents of Indonesia. Investing in the Offering Shares involves risks. Before purchasing any of the Offering Shares, prospective purchasers should carefully read “Risk Factors” beginning on page 17 of this offering memorandum.
The International Selling Agents expect to deliver the Offering Shares to purchasers on or about December 11, 2013. The Offering Shares will begin trading on the IDX on the listing date, which is expected to be December 12, 2013. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws of the United States or the securities laws of any jurisdiction other than Indonesia. The Shares may not be offered or sold within the United States unless pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and any state securities laws of the United States. The Offering Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). The Offering Shares are not transferable except in accordance with certain restrictions on transfer described under “Transfer Restrictions.” The Offering covers an Employee Stock Allocation Plan (“ESA”) pursuant to which up to 10% of the total Offering Shares or up to 150,000,000 Shares at Offer Price will be reserved for certain employees which fulfill particular criteria. The ESA shares will be subject to a lock-up period of two years from the date of listing.
Sole Global Coordinator
International Selling Agents
Joint Bookrunners
Offering memorandum dated December 2, 2013
CONTENTS Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . SUMMARY FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . EXCHANGE RATES AND EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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REGULATORY OVERVIEW . . . . . . . . . . . . . INDONESIAN CAPITAL MARKETS . . . . . . MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . SHARE OWNERSHIP . . . . . . . . . . . . . . . . . . . RELATED PARTY TRANSACTIONS . . . . . . MATERIAL CONTRACTS . . . . . . . . . . . . . . . DESCRIPTION OF MATERIAL INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF SHARE CAPITAL . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . TRANSFER RESTRICTIONS . . . . . . . . . . . . . LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . INDEPENDENT AUDITORS . . . . . . . . . . . . . INDUSTRY CONSULTANT . . . . . . . . . . . . . . SUMMARY OF CERTAIN PRINCIPAL DIFFERENCES BETWEEN IFAS AND IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDEX TO FINANCIAL STATEMENTS . . .
9 17 39 40 41 42 43 45
51 74 90
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115 126 138 142 143 146 153 155 159 163 171 172 173 174
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NOTICE TO INVESTORS You should rely only on the information contained in this offering memorandum in making an investment decision relating to the Offering. We have not, and each of the International Selling Agents and each of the Lead Domestic Underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and each of the International Selling Agents and each of the Lead Domestic Underwriters is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The Indonesian Financial Services Authorities or Otoritas Jasa Keuangan (“OJK”) does not declare its approval or disapproval of the Offering Shares, nor does it declare the accuracy or adequacy of this offering memorandum. Any statement to the contrary is a violation of Indonesian law. For the purposes of the Indonesian Offering, the formal offering document is an Indonesian prospectus. This offering memorandum has not been and will not be registered as a prospectus in Indonesia. We are relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing Offering Shares, you will be deemed to have made the acknowledgments, representations, warranties and agreements described under “Plan of Distribution — Selling Restrictions” and “Transfer Restrictions” in this offering memorandum. You should understand that you will be required to bear the financial risks of your investment, which may be for an indefinite period of time. This offering memorandum has been submitted confidentially to a limited number of institutional investors so that they can consider a purchase of Offering Shares. We have not authorized its use for any other purpose. This offering memorandum may not be copied or reproduced in whole or in part. It may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this offering memorandum, you agree to these restrictions. The International Selling Agents and the Lead Domestic Underwriters have not verified, and make no representation or warranty, express or implied, as to the accuracy or completeness of the information set forth herein, and nothing contained in this offering memorandum is, or shall be relied upon as a promise or representation by them, whether as to the past or the future. In making an investment decision, you must rely on your own examination of us and the terms of the Offering and the Offering Shares, including the merits and risks involved. By accepting delivery of this offering memorandum, you acknowledge that you have not relied on the International Selling Agents or the Lead Domestic Underwriters or any of their respective affiliates in connection with your investigation of the accuracy of the information in this offering memorandum or your investment decision. We are not, and each of the International Selling Agents and each of the Lead Domestic Underwriters are not, making any representation to any purchaser of Offering Shares regarding the legality of an investment in the Offering Shares by such purchaser under any securities, investment or similar laws or regulations. You should not consider any information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business, financial and tax advice regarding an investment in the Offering Shares. The distribution and possession of this offering memorandum and the purchase, offer and sale of Offering Shares in certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum comes are required by us and each of the International Selling Agents and each of the Lead Domestic Underwriters to inform themselves about, and to observe, any restrictions applicable in such jurisdictions. Each purchaser of Offering Shares must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells such Offering Shares, or possesses this offering memorandum, and must obtain any consent, approval or permission required for the purchase, offer or sale by it of such Offering Shares under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and none of us, the International Selling Agents or the Lead Domestic Underwriters shall have any responsibility therefor. You may not deliver or forward this offering memorandum to any other person. See “Plan of Distribution.” Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other U.S. regulatory authority has approved or disapproved of the Offering Shares offered pursuant to this offering memorandum, passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the United States.
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ENFORCEABILITY OF CIVIL LIABILITIES We are a limited liability company incorporated in Indonesia. Most of our commissioners, directors, executive officers and certain of our advisors named in this offering memorandum reside in Indonesia. All of our assets and most of the assets of our commissioners, directors, executive officers, and certain advisors are located in Indonesia. As a result, it may not be possible for investors to effect service of process outside of Indonesia upon us or such persons, or to enforce against us or such persons, judgments obtained in courts outside of Indonesia. We have been advised by our Indonesian legal counsel, Hiswara Bunjamin & Tandjung, that judgments of foreign (non-Indonesian) courts are not recognized nor enforceable in Indonesia or Indonesian courts, although such judgment could be admissible as non-conclusive evidence in a proceeding on the underlying claim in an Indonesia court, if the Indonesian court, in its sole discretion, deems it appropriate under the circumstances. There is doubt as to whether Indonesian courts will enter judgment on original actions brought in Indonesian courts. A claimant may be required to pursue claims in Indonesian courts on the basis of Indonesian law. Reexamination of the underlying claim de novo would be required before the Indonesian court and 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. See “Risk Factors — Risks Relating to Indonesia — Judgments of a foreign court will not be enforceable against us in Indonesia.” FORWARD-LOOKING STATEMENTS This offering memorandum contains forward-looking statements and other information that involve risks, uncertainties and assumptions. Forward-looking statements are statements that concern plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including, but not limited to, those that are identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects” and similar expressions. Such forward-looking statements include, without limitation, statements relating to the competitive environment in which we operate, general economic and business conditions, political, economic and social developments in the Asia-Pacific region (in particular, changes in economic growth rates in Indonesia and other Asian economies), our production, expansion and industry certification plans, including in respect of our landbank, our costs and liabilities, our customer diversification endeavors, growth forecasts for us and our industry and other factors beyond our control. Risks and uncertainties that could affect us include, without limitation: • changes in global, regional or Indonesian economic conditions that could affect the demand for the products we produce; • instability in the social, political and economic conditions in Indonesia and the rest of Asia; • fluctuations in global weather and climate conditions that affect palm and other edible oil crops; • changes in government regulations and increases in regulatory burdens in Indonesia; • changes in import or export controls, duties, levies or taxes, either in international markets or in Indonesia; • changes in the prices of crude palm oil (“CPO”), palm kernel, crude palm kernel oil or their substitute products; and • changes in the prices of raw materials used in our production process, in particular fertilizer and fuel. Should one or more of such risks and uncertainties materialize, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated in the applicable forward-looking statements. Any forward-looking statement or information contained in this offering memorandum speaks only as of the date the statement was made. Any forward-looking statements are qualified in their entirety by the risk factors discussed in “Risk Factors” and other cautionary statements appearing in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Industry Overview.” These risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement. We assume no obligation to update any information contained in this offering memorandum or to publicly release any revisions to any forward-looking statements to reflect actual results or events or circumstances that occur or that we become aware of after the date of this offering memorandum. You should not place undue reliance on any forward-looking statements.
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INDUSTRY AND MARKET DATA The information contained in the section “Industry Overview,” including market and industry statistical data, was provided by ISTA Mielke GmbH (“ISTA Mielke” or “Oil World”), an independent forecasting service for oilseeds, oils and meals. We commissioned Oil World to provide the text for this section. In compiling and calculating the data for this section, Oil World relied on industry sources, published materials, its own private databanks and direct contacts with the industry. In addition, other market data and certain industry forecasts used throughout this offering memorandum were obtained from internal surveys, market research, reports of governmental agencies, publicly available information and industry publications. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of that information is not guaranteed. While we have taken reasonable actions to ensure such information is reliable and extracted accurately and in the proper context, none of us, the International Selling Agents or the Lead Domestic Underwriters have independently verified such information or makes any representation as to its accuracy or completeness. PRESENTATION OF FINANCIAL INFORMATION Our consolidated financial statements are presented in thousands of Rupiah and have been prepared in accordance with Indonesian Financial Accounting Standards (“IFAS”), which differ in certain significant respects from International Financial Reporting Standards (“IFRS”). For a summary of certain principal differences between IFAS and IFRS applicable to us, see “Summary of Certain Principal Differences Between IFAS and IFRS” included elsewhere in this offering memorandum. The Company acquired 60.00%, 60.40%, 60.00% and 60.00% of our subsidiaries, namely, PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa, and PT Sawit Mandiri Lestari respectively, in the fourth quarter of 2012 (these acquisitions are collectively referred to as the “2012 Acquisition”), to bring our total effective interest in these subsidiaries to 60.00%, 60.40%, 60.24% and 60.16%, respectively (interests on these subsidiaries as a result of the 2012 Acquisitions are collectively referred to as the “2012 Interest in Subsidiaries”). However, as we and such subsidiaries were entities under common control, our consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012, and for the six months ended 2012, have been presented as if such subsidiaries had been acquired and merged (under the pooling of interest method) since the beginning of 2010 (except for the total comprehensive income before the effect of proforma adjustments, which represents the actual income attained under the actual historical ownership of these subsidiaries), in accordance with the Indonesian Statements of Financial Accounting Standards No. 38 (Revised 2012) — “Common Control Business Combination” (“PSAK 38”). We increased further our ownership in PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa, and PT Sawit Mandiri Lestari to 93.10%, 94.56%, 99.37% and 99.84% respectively, on June 18, 2013 (these acquisitions are collectively referred to as the “2013 Acquisition”; the shareholding interests in these subsidiaries as a result of the 2012 Acquisitions and the 2013 Acquisitions are collectively referred to as the “2013 Interest in Subsidiaries”). However, as our subsidiaries were already under our control at that time, under IFAS, we are not allowed to restate the consolidated financial statements of the prior periods to reflect our new shareholding in our subsidiaries. As such, the total comprehensive income for the period after the effect of proforma adjustment attributable to the equity holders of parent entity, for the year ended December 31, 2010, 2011 and 2012, and for the six months ended June 30, 2012, reflects only the consolidated total comprehensive income attributable to us in accordance with our 2012 Interest in Subsidiaries and the total comprehensive income for the period after the effect of proforma adjustment attributable to the equity holders of parent entity for the six months ended June 30, 2013 reflects the consolidated total comprehensive income attributable to us in accordance with our 2012 Interest in Subsidiaries from January 1, 2013 up to June 18, 2013 and the total comprehensive income attributable to us in accordance with our 2013 Interest in Subsidiaries from June 19, 2013 to June 30, 2013. Unless otherwise stated or the context otherwise requires, all financial data as of and for the years ended December 31, 2010, 2011 and 2012, and as of June 30, 2013, and for the six months ended June 30, 2012 and 2013, is presented in this offering memorandum based on the explanation above, as reflected in our consolidated financial statements. Unless otherwise stated, consistent with the presentation of our consolidated financial statements, our business and all operating data have been presented as if our current group structure with respect to our subsidiaries had been in place and all of our subsidiaries had been acquired since the beginning of 2010. Unless otherwise indicated, all amounts in relation to us presented and discussed in this offering memorandum are presented on a consolidated basis.
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CERTAIN DEFINED TERMS AND CONVENTIONS All references to dates and times are to Indonesian dates and times, unless otherwise specified. In this offering memorandum, unless the context otherwise requires, references to “the Company” and to “PT Sawit Sumbermas Sarana” refer to PT Sawit Sumbermas Sarana Tbk.; references to “we,” “us,” “our,” and “ourselves” refer to PT Sawit Sumbermas Sarana Tbk. and its subsidiaries taken as a whole. All references in this offering memorandum to “tonnes” are to metric tonnes, representing 1,000 kilograms, or 2,204.6 pounds. Production capacity figures quoted in tonnes indicate the number of tonnes of products that our facilities are rated by manufacturers to produce. Capacity utilization figures are calculated by dividing actual production figures for a particular period by production capacity (annual or prorated for a period less than one year). All references in this offering memorandum to “immature” trees are to oil palm trees aged one to three years, references to “mature” trees are to oil palm trees aged four years and older, references to “young mature” trees are to oil palm trees aged four to seven years, references to “prime” trees are to oil palm trees aged eight to 20 years and references to “old” trees are to oil palm trees aged 21 years and older. In this offering memorandum, the ages of oil palm trees are based on the time that the oil palm trees are transplanted from nurseries into the field, and in accordance with convention in the palm oil industry, any decimals in age are rounded up to the next whole year. All references in this offering memorandum to the “Government” are to the government of the Republic of Indonesia and all references to “Indonesia” are to the Republic of Indonesia. All references in this offering memorandum to “Rupiah” and “Rp.” are to the lawful currency of Indonesia and all references to “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America. For convenience certain Rupiah amounts have been translated into U.S. dollars amount. Unless otherwise indicated, such translation have been made based on the exchange rate on June 28, 2013 of Rp.9,929 = U.S.$1.00, being the middle exchange rate announced by Bank Indonesia on that date. Such translations should not be construed as representations that the Indonesian Rupiah or U.S. dollar amounts referenced 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 Rupiah and U.S. dollars. References to our management and “Directors” refer to the management and Directors of the Company; references to our “Articles of Association” refer to the Articles of Association of the Company; and references to our share capital in “Description of Share Capital” and elsewhere refer to the share capital of the Company. Further, unless we specify otherwise or the context otherwise requires, all references to our “ordinary shares” or our “Shares” refer to ordinary shares in the capital of the Company. In addition, unless we indicate otherwise, all information in this offering memorandum assumes that the Offer Price of our Offering Shares is Rp.670. References to “financial year” in this offering memorandum are to our financial year ended or ending December 31. All references in this offering memorandum to “2010,” “2011” and “2012” refer to the fiscal years ended December 31, 2010, 2011 and 2012 respectively. References to the “United States” or “U.S.” in this offering memorandum shall be to the United States of America, its territories and possessions, any State of the United States and the District of Columbia. Any discrepancies in the tables in this offering memorandum between the listed amounts and their totals are due to rounding. Unless we indicate otherwise, all percentage figures included in this offering memorandum have been rounded. The information on our website or any website directly or indirectly linked to our website is not incorporated by reference into this offering memorandum and should not be relied on. NON-GAAP FINANCIAL MEASURES The term “EBITDA” refers to total comprehensive income before interest expenses, taxes, depreciation and amortization. EBITDA and related ratios presented in this offering memorandum are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, IFAS or IFRS. Further, EBITDA is not a measurement of our financial performance or liquidity under IFAS or IFRS and should not be
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considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFAS or IFRS or as an alternative to cash flow from operations or as a measure of our liquidity. We believe EBITDA facilitates operating performance comparisons from period to period and from company to company by eliminating potential differences caused by variations in capital structures (affecting finance costs), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), impairment and the age and book depreciation and amortization of tangible assets (including our mature plantations) and intangible assets (affecting relative depreciation and amortization expense). We also believe that EBITDA is a supplemental measure of our ability to meet debt service requirements. Finally, we present EBITDA and related ratios because we believe these measures are frequently used by securities analysts and investors in evaluating similar issuers.
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SUMMARY The following summary is qualified in its entirety by, and is subject to, the more detailed information and the financial information contained or referred to elsewhere in this offering memorandum. The meanings of terms not defined in this summary can be found elsewhere in this offering memorandum. Statements contained in this summary that are not historical facts may be forward-looking statements. Such statements are based on certain assumptions and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from those projected (See “Notice to Investors — Forwardlooking Statements”). Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by us, the International Selling Agents, the Lead Domestic Underwriters or any other person or that these results will be achieved or are likely to be achieved. Investing in our Shares involves risks. Prospective investors should read this offering memorandum in its entirety and, in particular, the section headed “Risk Factors.” Overview We are a highly efficient oil palm plantation company with an attractive age profile which we believe will deliver strong production growth in the next few years. Our fresh fruit bunch (“FFB”) yield per mature hectare and oil extraction rate was 22.3 tonnes and 23.2% respectively for the year ended December 31, 2012, giving us a CPO yield per mature hectare of 5.2 tonnes, despite the low average age of our planted areas of approximately 6.91 years in 2012. The average age of our planted areas is approximately 7.39 years as of June 30, 2013. Our primary business activities are cultivating oil palm trees, harvesting the FFBs from those trees and processing FFBs to produce CPO, palm kernel and crude palm kernel oil, all of which we currently sell only in Indonesia. As of June 30, 2013, we have 11 oil palm plantations, covering 33,208 hectares of planted area which includes 32,562 hectares of mature oil palm plantations, four CPO mill facilities and one kernel crushing mill. For the year ended December 31, 2012, we produced 227,900 tonnes of CPO and 43,944 tonnes of palm kernel, compared with 176,945 tonnes of CPO and 32,447 tonnes of palm kernel for the year ended December 31, 2011. Oil palm trees reach maturity approximately three to four years after planting and are classified as “young mature” during year four through year seven. During year eight to year 20, oil palm trees are classified as “prime,” having reached the years of peak production of FFBs. From year 21 onwards, oil palm trees are classified as “old” and the production of FFBs gradually declines. As of June 30, 2013, our planted area of mature oil palm trees consisted of 14,612 hectares of “young mature” trees with ages four to seven years old and 17,951 hectares of prime trees with ages eight to 14 years old. None of our oil palm trees are classified as “old” by industry standards. As of June 30, 2013, the overall average age of our oil palm trees was approximately 7.39 years. As a result of increases in mature areas and higher yield from planted areas moving into prime age, our production of FFBs increased from 406,279 tonnes in 2010 to 619,713 tonnes in 2011 and to 715,095 tonnes in 2012, and was 308,785 tonnes in the six months ended June 30, 2013 compared to 290,850 tonnes in the six months ended June 30, 2012. In addition, our mature plantations yielded on average 22.3 tonnes of FFBs per mature hectare in 2012 despite the young average age of the oil palm trees. Over the next several years, we expect that the yields of FFBs from our plantations will continue to improve and production of FFBs will increase as more of our trees reach peak production. We currently own four palm oil mills in operation which have an aggregate processing capacity of 240 tonnes of FFBs per hour, or 1,440,000 tonnes per annum. We are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014. We plan to construct two more palm oil processing mills which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. In addition, we have one kernel crushing plant in operation which has a processing capacity of 150 tonnes of palm kernel per day or approximately 45,000 tonnes per annum. Our primary product is CPO, which accounted for 90.4%, 90.2%, 93.1% and 91.4% of our sales in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Our CPO production increased from 121,725 tonnes in 2010 to 176,945 tonnes in 2011 and 227,900 tonnes in 2012 and was 95,558 tonnes in the six months ended June 30, 2013. Our average CPO extraction rate by weight (i.e. percentage of a tonne of CPO extracted per tonne of FFBs processed) was 23.2% in 2012 and 22.3% in the six
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months ended June 30, 2013. We also produce palm kernel and crude palm kernel oil. Our production of palm kernel increased from 24,062 tonnes in 2010 to 32,447 tonnes in 2011 and to 43,944 tonnes in 2012, and was 18,862 tonnes in the six months ended June 30, 2013. Our average palm kernel extraction rate by weight (i.e. percentage of a tonne of palm kernel extracted per tonne of FFBs processed) was 4.5% in 2012 and 4.4% in the six months ended June 30, 2013. We started producing crude palm kernel oil in December 2011 and our production of crude palm kernel oil was 3,801 tonnes in 2012 and 1,431 tonnes in the six months ended June 30, 2013. Our crude palm kernel oil extraction rate by weight (i.e. percentage of a tonne of crude palm kernel oil extracted per tonne of palm kernel processed) was 40.1% in 2012 and 40.9% in the six months ended June 30, 2013. We currently sell our products in the Indonesian domestic market only. We also manage all of the plantations and product sales and marketing of our affiliates, PT Tanjung Sawit Abadi and PT Sawit Multi Utama, for which we receive a fee in accordance with service and management agreement (the “Service and Management Agreement”) and marketing agreement (the “Marketing Agreement”) signed on June 30, 2013, and as of June 30, 2013, these included six oil palm plantations covering 18,443 hectares of planted area and one CPO mill facility. Please see “Business — Plantation Management Services” for further details. For the year ended December 31, 2012, our sales amounted to Rp.1,880 billion (U.S.$189 million), our gross income amounted to Rp.989 billion (U.S.$100 million) and our total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity amounted to Rp.474 billion (U.S.$48 million). For the six months ended June 30, 2013, our sales amounted to Rp.892 billion (U.S.$90 million), our gross income amounted to Rp.404 billion (U.S.$41 million) and our total comprehensive income for the period after the effect of proforma adjustment attributable to equity holders of the parent entity amounted to Rp.180 billion (U.S.$18 million). Our EBITDA was Rp.1,021 billion (U.S.$103 million) in the year ended December 31, 2012 and Rp.435 billion (U.S.$44 million) in the six months ended June 30, 2013. Competitive Strengths Production growth driven by favorable young maturity profile of our oil palm trees Oil palm trees require approximately three to four years to mature. The yield of newly matured oil palm trees is relatively low at an average yield of only seven to eight tonnes per hectare. The yields continue to improve as the trees mature to the peak production age, which is between eight to 20 years after planting, reaching approximately 25 to 30 tonnes per hectare. The economic life span of an oil palm tree is typically approximately 25 years and can extend up to approximately 35 years for compact hybrid varieties. As of June 30, 2013, approximately 44.0% of our total planted area, or 14,612 hectares consisted of “young mature” oil palm trees with ages four to seven years old. A further 1.9% or 646 hectares of our plantation consisted of immature trees with ages one to three years old. Approximately 54.1% of our planted area or 17,951 hectares are currently in the prime production age of eight or more years old with the oldest trees being not more than 14 years old. The average age of our planted areas was approximately 7.39 years which is just below the peak production age. As a significant portion of our trees will enter their peak production years in the next three to five years, we believe that the age profile of our trees will support a continued increased in production of FFBs over the next several years with minimal increases in production costs or capital expenditures. Attractive margins supported by high-yields, location and cultivation methods Despite the volatility of CPO prices, we have more than doubled our revenue from Rp.917 billion to Rp.1,880 billion (U.S.$189 million) from the year ended December 31, 2010 to December 31, 2012 due to increased production as our plantations mature and enter into their prime production age. Our EBITDA margin was 48.2%, 54.1% and 54.3% in the year ended December 31, 2010, 2011 and 2012, respectively and was 48.8% for the six months ended June 30, 2013. We believe that we have been able to achieve a high EBITDA margin due to our high yield of CPO per mature hectare and low production costs, which we believe are directly attributable to our strategic location, logistical efficiencies and best practices in plantation management and agronomy practices. Our plantations yielded on average 22.3 tonnes of FFBs per hectare of mature oil palm trees in 2012 despite our plantations having an average age of only approximately 6.91 years in 2012, which together with our high average CPO extraction rate of 23.2%, gave us a CPO yield per mature hectare of 5.2 tonnes. We believe that this is amongst the highest in the industry in Indonesia based on data provided by publicly listed Indonesian palm oil companies in their 2012 annual reports. Our average cash cost per tonne of CPO produced was Rp.2.5 million (U.S.$252) per tonne for the year ended December 31, 2012 and Rp.2.6 million (U.S.$262) per tonne for the six months ended June 30, 2013, which we believe is one of the lowest in the palm oil industry.
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Strategic location. All of our plantations, mills and other facilities are located in Central Kalimantan Province, Indonesia. This region has soil with high mineral content and favorable climate conditions with high rainfall levels (at approximately 2,800 to 3,000 millimeters per annum), ideal for rapid growth of oil palm trees and high FFB production. Substantially all of our landbank consists of mineral soil, the optimum soil for growing oil palm trees with a small proportion of shallow peat soil. Substantially all of our plantations are located on flat or mildly undulating terrain, which reduces planting, maintenance and harvesting costs. Logistical efficiencies. Our plantations are in close proximity to each other and to our mills and are all covered by a dense network of “all weather” roads built to ensure that every part of the plantations is easily accessible at all times. This reduces our transportation costs and ensures that our FFBs arrive at our mills in a timely and efficient manner to minimize quality deterioration during transport. Consequently, we are able to produce higher quality CPO compared to many of our peers, which allows us to charge a premium over the prevailing domestic CPO price. The free fatty acid (“FFA”) content of substantially all of our CPO is consistently at approximately 3.5% or below, compared to the generally accepted industry standard of 5.0%. Also, the proximity of our mills to the Trans-Borneo highway and the Kumai port allows us to minimize delays in shipments and reduce transportation and logistics costs. Best plantation management and agronomy practices. Our dedicated operations team, comprising experienced agronomists, plant engineers and senior management, constantly seeks to maintain and improve our performance by applying industry best practices in plantation management, agronomy practices and mills operations to achieve high yields of fresh FFBs per mature hectare and high CPO extraction rates. We use only high yielding and high quality seeds for cultivating our seedlings and high quality fertilizer from reputable suppliers with long and established track records. We supplement the use of inorganic fertilizer with organic fertilizer from the byproducts of our mills to ensure that our oil palm trees have the proper nutrients. We seek to ensure that all our oil palm trees produce high yields of FFBs throughout their productive lives by culling the unhealthy seedlings while still in the nursery. We also use sustainable and natural methods for plantings and pest control such as cover crops to minimize soil erosion, increase soil aeration and enrichment and natural predators such as owls to control our mice population and host plants which attract insects which are natural predators of caterpillars. Furthermore, our harvesting practices are designed to maximize production rates by ensuring that our FFBs are harvested at the point of their maximum oil content and processed within 12 hours of harvesting to minimize spoilage. Our research and development personnel also frequently conduct yield gap analysis to provide quantitative estimates of our production to allow us to stay competitive among our key competitors. Significant cultivatable land bank supporting new plantings and future FFB production growth We believe that we are well positioned to substantially increase our planted areas over the next few years to support further FFB production growth. As of June 30, 2013, we had 78,071 hectares of landbank, including (i) 3,600 hectares under the application process for forest area exchange in the Ministry of Forestry of the Republic of Indonesia (“Ministry of Forestry”) (ii) 3,875 hectares of relinquished land area from previous owners which have not been submitted for cadastral process and have not obtained Hak Guna Usaha and (iii) 40,247 hectares held under Ijin Lokasi land permits (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). Of our landbank, only 42.5%, or 33,208 hectares, had been planted. We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. In line with the expansion of our cultivated landbank, we are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014, as well as plan to construct two more palm oil processing mills, which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. Strong relationship with local indigenous community in our areas of operation We have developed and maintained good relationships with the local indigenous communities in our areas of operations by taking an active and leading role in community development through investing in the economic and general wellbeing of the community. For example, we provide for basic needs of the local community, such as health services and medical treatment, educational funds for scholarships, school facilities, school transportation and allowance for temporary teachers in villages. We also carry out public works development and
3
maintenance on the roads and bridges leading to and from our plantations, and create new access to previously inaccessible areas. Our strong relationship with the local communities has ensured minimal social unrest in our areas of operations and disruption to our business. Environmentally sustainable operations In order to achieve long term success in our business, we believe that it is imperative that our operations are environmentally sustainable. As a result, we employ many practices that seek to minimize adverse effects to the natural environment and reduce our requirements for fertilizer and fuel. For example, we practice a no burning policy in our plantations and seek to implement a zero waste policy in our operations. We have a solid waste treatment program in which solid waste generated by oil palm processing in the form of empty bunches, fiber, shells and biosolids are used as mulch and organic fertilizer for our oil palm plantations. We also apply the empty bunches directly on to the plantation to aid in water retention for the soil. In addition, we have also implemented an effluent liquid waste-treatment program using physical and biological treatment to break down effluent so that the effluent can be used as liquid fertilizer in our oil palm plantations. Our largest plantation, PT Sawit Sumbermas Sarana, which produced 48.3% and 51.4% of our total CPO production for the year ended December 31, 2012 and for the six months ended June 30, 2013, respectively, is already RSPO certified and we have initiated the RSPO certification process for our subsidiaries, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati. Experienced management team and Board of Commissioners We have an experienced and highly qualified management team who have successful track records in managing oil palm plantation businesses and who actively explore ways to improve on standard industry practices. Our management team has on average approximately 15 years of experience in the oil palm plantation industry and over 90 years of combined industry experience. Mr. Harry M. Nadir, our Unaffiliated Director and CFO has over 22 years of experience in finance, accounting and audit, of which over 12 years has been in the palm plantation industry, while Mr. Vallauthan Subraminam, our Director and COO, has over 37 years of experience in plantations. In addition, the members of our Board of Commissioners have wide experience in the field. Mr. Bungaran Saragih previously served as Minister of Agriculture of the Republic of Indonesia and Mr. Marzuki Usman previously served as Minister of Forestry of the Republic of Indonesia and President Commissioner of a number of Indonesian oil palm plantation companies. Our Strategy Our vision is to become a leading world-class oil palm plantation company and to be an agent of economic and social development in Central Kalimantan Province as well as greater Indonesia. We plan to achieve this vision using the following strategies: Continuous improvement of cost efficiency and productivity through operational excellence and selective mechanization of our operations We intend to seek continuous improvement in our cost efficiency and productivity by implementing effective and efficient operational techniques, including mechanization of the cultivation and harvesting process. We endeavor to collect all loose fruit separated from the FFBs during harvesting, in order to ensure minimal fruit loss during harvesting and to secure high yields of our palm oil products. We strive to maintain operational excellence by regularly updating our standard operating procedures related to the development of science and technology, providing technical training to operational staff to enhance their knowledge and skills and working closely with various leading universities in Indonesia to develop our human resources and technology for oil palm plantations. Furthermore, we intend to continue strictly implementing our internal control system under which experienced in-house planting advisors are employed on a full-time basis to examine and audit our plantations and operational techniques every three months. Our planting advisors have on average approximately 30 years of industry experience. These practices allow us to apply best practices and state-of-the art technology to our plantations and ensure continued operational excellence. Develop and expand our oil palm plantations and milling capacity We plan to expand our oil palm plantations by developing our existing unplanted landbank. As of June 30, 2013, we had 78,071 hectares of landbank, including (i) 3,600 hectares under the application process for forest area exchange in the Ministry of Forestry (ii) 3,875 hectares of relinquished land area from previous owners which have not been submitted for cadastral process and have not obtained Hak Guna Usaha and (iii) 40,247 hectares
4
held under Ijin Lokasi land permits (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). Of our landbank, only 42.5%, or 33,208 hectares had been planted. We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. In line with the expansion of our cultivated landbank, we are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014, as well as plan to construct two more palm oil processing mills, which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. Improve and expand our commitment to corporate social responsibility, local community development and environmentally sustainable initiatives We intend to continue to seek to empower and build economically self-sufficient communities where we operate and maintain harmonious relationships with the local communities. We have developed various partnership programs in order to raise the socioeconomic standard of the nearby communities In the future, we plan to construct a methane recovery facility to capture the methane released by the liquid effluent from our mills for power generation at our power stations. Also, as part of our corporate social responsibility program, we plan to sell our surplus power to local electricity authorities to enable them to provide electricity to certain villages in the neighborhood which currently do not have electricity. Selectively pursue acquisition opportunities and strategic partnership to increase our upstream operations and diversify our product base We continue to seek opportunities to acquire further landbank and plantations that meet our acquisition criteria such as size, location, suitability of soil and topography, availability of local labor and receptivity of local communities. In addition, while our main short- and medium-term focus is to grow our upstream operations, we are also seeking to diversify our product base through strategic partnerships. We have made a minority investment in a downstream palm oil refinery which is expected to be in operation during the course of 2015. See “Business — Strategic Investments.” Continue to develop and diversify our customer base We continue to pursue opportunities to acquire new customers with the purpose of strengthening and diversifying our customer base. In the six months ended June 30, 2013, 60.7% of our sales were attributable to Wilmar, 28.6% to PT SMART Tbk and 4.4% to PT Asianagro Agung Jaya, a subsidiary of PT Asian Agri. We believe that the favorable locations of our plantations afforded by their close proximity to the Trans-Borneo highway and the Kumai port provide us with an opportunity to expand our customer base in both the domestic and international markets. As such, we have also made a minority investment in an affiliate company that is constructing a bulking facility and a jetty, which is expected to be in operation during the course of 2014.
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Corporate Structure Set forth below is our simplified corporate structure as of the date of this offering memorandum: PT PBAL
PT MIL
PT PSB
JBP
JA
PT CBI
16.20%
16.20%
31.40%
16.20%
10.00%
10.00%
Company
99.37% PT ASP
93.10%
94.56%
PT KSA
PT MMS
99.84% PT SML
Note: Entities: PT CBI PT PSB PT PBAL PT MIL PT KSA PT MMS PT SML PT ASP
: PT Citra Borneo Indah : PT Prima Sawit Borneo : PT Putra Borneo Agro Lestari : PT Mandiri Indah Lestari : PT Kalimantan Sawit Abadi : PT Mitra Mendawai Sejati : PT Sawit Mandiri Lestari : PT Ahmad Saleh Perkasa
Individuals: JBP JA
: Jery Borneo Putra : Jemmy Adriyanor
Corporate Information The Company was incorporated under the laws of Indonesia as a limited liability company on November 25, 1995. We maintain our principle executive office at Jl. H. Udan Said No. 47, Pangkalan Bun 74113, Kalimantan Tengah, Indonesia. Our telephone number is +62 53 221 297, and our fax number is +62 53 221 396. Our website is located at http://www.ssms.co.id. The contents of our website do not form part of this offering memorandum.
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THE OFFERING The Company . . . . . . . . . . . . . . . . . . . . . PT Sawit Sumbermas Sarana Tbk. The Offering . . . . . . . . . . . . . . . . . . . . . . We are offering 1,500,000,000 Shares of par value Rp.100 each in the Offering. The Offering comprises 1,081,861,000 Offering Shares in the International Offering and 418,139,000 Offering Shares in the Indonesian Offering. We expect the Offering Shares to comprise 15.7% of our post-offering issued share capital after the completion of the Offering. The completion of the Indonesian Offering and the International Offering are each conditional upon the completion of the other. International Offering . . . . . . . . . . . . . . . Concurrently with the Indonesian Offering, we are offering 1,081,861,000 Offering Shares through the Lead Domestic Underwriters’ arrangements with the International Selling Agents outside Indonesia and the United States in reliance on Regulation S under the Securities Act. Indonesian Offering . . . . . . . . . . . . . . . . . Concurrently with the International Offering, we are offering 418,139,000 Offering Shares through the Lead Domestic Underwriters in an initial public offering in Indonesia. Offer Price . . . . . . . . . . . . . . . . . . . . . . . . Rp.670 per Share. Share Capital . . . . . . . . . . . . . . . . . . . . . . We have an authorized share capital of Rp.3,210,000,000,000 consisting of 32,100,000,000 Shares of par value Rp.100 each, of which 8,025,000,000 Shares were issued and outstanding prior to the closing of the Offering and 1,500,000,000 Shares will be issued and outstanding immediately following the closing of the Offering. Use of Proceeds . . . . . . . . . . . . . . . . . . . . The aggregate net proceeds to us from the Offering, after deducting underwriting fees and commissions, structuring fee and other estimated expenses, will be approximately Rp.953,180 million. We intend to use net proceeds from the sale of Offering Shares being issued and sold by us in the Offering as follows: • approximately Rp.576,674 million, or approximately 60.5% of the net proceeds, to increase our investments in our subsidiaries for the development and planting of our existing landbank, acquisition of new land and the construction of new mills and supporting facilities of PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa; • approximately Rp.238,295 million, or approximately 25.0% of the net proceeds, to increase our investment in PT Mitra Mendawai Sejati, which proceeds will be used for partial or full payment of PT Mitra Mendawai Sejati’s debt; and • approximately Rp.138,211 million, or approximately 14.5% of the net proceeds, for use as working capital, in this case to purchase FFBs and fertilizer, and to finance general operation expenses in our Company and our subsidiaries. For a further description of how we intend to use the proceeds from the Offering, see “Use of Proceeds.” Dividends . . . . . . . . . . . . . . . . . . . . . . . . Our policy is to pay dividends, subject to our financial performance and financial position. The declaration, amount and payment of future dividends on the Offering Shares, if any, is discretionary and will be subject to the recommendation of our Board of Directors and approval from our shareholders at a general meeting of shareholders. See “Dividend Policy” for a description of our dividend policy.
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Voting Rights . . . . . . . . . . . . . . . . . . . . . Owners of the Shares will be entitled to full voting rights, as described in “Description of Share Capital — Shareholders’ Meetings and Voting Rights.” Listing of the Shares . . . . . . . . . . . . . . . . There is currently no public market for the Shares. We have applied to the IDX for the listing and quotation of the Shares on the IDX upon completion of the Indonesian Offering. If listing approval is granted, trading in the Shares on the IDX is expected to commence on or about December 12, 2013. Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . Delivery of the Offering Shares to successful applicants will be made against payment for the Offering Shares through the depository facilities of the Indonesian securities depository company, PT Kustodian Sentral Efek Indonesia (“KSEI”). See “Plan of Distribution — Allotment of Offering Shares — Delivery of Offering Shares” and “Indonesian Capital Markets.” It is expected that the Offering Shares will be delivered on or about December 11, 2013. Transfer Restrictions . . . . . . . . . . . . . . . . The Shares have not been, and will not be, registered under the Securities Act. Therefore, resales by subscribers and/or purchasers of all Shares offered by this Offering will be subject to certain restrictions described in “Transfer Restrictions.” Lock-up Arrangements . . . . . . . . . . . . . . The Company has given a lock-up undertaking to the International Selling Agents for a period of 12 months following the effective date of the registration statement with the OJK. Three of our existing shareholders, PT Prima Sawit Borneo, PT Putra Borneo Agro Lestari and PT Mandiri Indah Lestari have given a similar lock-up undertaking to the International Selling Agents for a period of eight months following the effective date of the registration statement with OJK. Our other three existing shareholders, PT Citra Borneo Indah, Jery Borneo Putra and Jemmy Adriyanor, will be subject to similar restrictions on the disposal of our Shares for a period of eight months following the effective date of the registration statement with the OJK, in accordance with applicable OJK regulations. See “Plan of Distribution — Lock-up Arrangements” for a further description of these restrictions. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . Investing in the Offering Shares involves certain risks which are described in “Risk Factors” beginning on page 17.
8
SUMMARY FINANCIAL AND OTHER INFORMATION The following tables present our summary consolidated financial information and certain operating data as of and for each of the periods presented below. The summary consolidated financial information were derived from and should be read in conjunction with our consolidated financial statements and the related notes thereto for the respective periods, which are included elsewhere in this offering memorandum. You should also read the section of this offering memorandum entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our summary consolidated financial information as of and for the years ended December 31, 2010, 2011 and 2012, and as of and for the six months ended June 30, 2013, were derived from our audited consolidated financial statements for the respective periods included elsewhere in this offering memorandum, which have been audited by Purwantono, Suherman & Surja (the Indonesian member firm of Ernst & Young Global Limited), independent auditors (“Purwantono, Suherman & Surja”), in accordance with auditing standards established by the Indonesian Institute of Certified Public Accountants (“IICPA”), whose report is also presented elsewhere in this offering memorandum. Our summary consolidated financial information for the six months ended June 30, 2012, were derived from our unaudited consolidated financial statements for that period included elsewhere in this offering memorandum, which have been reviewed by Purwantono, Suherman & Surja in accordance with Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” (“SRE 2410”), established by the IICPA. A review conducted in accordance with SRE 2410 established by the IICPA is substantially less in scope than an audit conducted in accordance with auditing standards established by IICPA, accordingly as stated in their review report appearing elsewhere in this Offering Circular, Purwantono, Suherman & Surja did not audit and do not express any opinion on such unaudited financial statements. Our consolidated financial statements have been prepared in accordance with IFAS, which differs in certain significant respects from IFRS. A summary of certain principal differences between IFAS and IFRS applicable to us are discussed in “Summary of Certain Principal Differences between IFAS and IFRS.”
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Consolidated Statements of Comprehensive Income For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000) (Unaudited)
SALES . . . . . . . . . . . . . . . . . . . . . . 916,763 1,379,483 1,880,275 189,372 878,710 891,668 89,804 COST OF SALES . . . . . . . . . . . . . (431,161) (586,491) (891,088) (89,746) (472,406) (487,203) (49,069) GROSS INCOME . . . . . . . . . . . . . Selling expenses . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . . . . Other operating income/(expenses), net . . . . . . . . . . . . . . . . . . . . . . . .
485,602 (10,425)
(13,743)
23,664
16,367
1,648
5,051
1,487
150
OPERATING INCOME . . . . . . .
369,108
630,488
875,938
88,220
344,085
355,584
35,813
Finance income . . . . . . . . . . . . . . . Finance costs . . . . . . . . . . . . . . . . .
2,671 27,543 31,530 3,176 (59,198) (126,892) (142,294) (14,331)
17,749 (71,744)
12,985 1,308 (64,936) (6,540)
(56,527)
(99,349) (110,764) (11,156)
(53,995)
(51,952) (5,232)
312,581
531,140
290,090
303,632
(90,060) (153,064) (203,478) (20,493)
(80,074)
(79,659) (8,023)
INCOME FOR THE PERIOD/ YEAR . . . . . . . . . . . . . . . . . . . . .
222,521
378,075
561,695
56,571
210,016
223,973
22,558
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/ YEAR AFTER THE EFFECT OF PROFORMA ADJUSTMENT . . . . . . . . . . . .
222,521
378,075
561,695
56,571
210,016
223,973
22,558
INCOME BEFORE CORPORATE INCOME TAX . . . . . . . . . . . . . . . . . . . . . . CORPORATE INCOME TAX EXPENSE . . . . . . . . . . . . . . . . .
EFFECT OF PROFORMA ADJUSTMENT Equity holders of parent entity . . . . Non-controlling interest . . . . . . . . .
989,187 99,626 (25,204) (2,538)
406,304 (11,230)
404,464 40,736 (16,522) (1,664)
(92,325) (169,097) (104,413) (10,516)
(56,040)
(33,846) (3,409)
(4,446) (3,011)
792,992 (17,070)
765,173
77,064
30,580
(64,180) (136,445) (13,742) (43,102) (80,406) (8,098)
(50,483) (33,916)
— —
— —
(7,456) (107,282) (216,851) (21,840)
(84,399)
—
—
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/ YEAR, BEFORE THE EFFECT OF PROFORMA ADJUSTMENT . . . . . . . . . . . .
215,065
270,794
344,844
34,731
125,617
223,973
22,558
Total comprehensive income for the period/year after the effect of proforma adjustment attributable to: Equity Holders of parent entity . . . Non-controlling interest . . . . . . . . .
219,510 3,011
334,973 43,102
473,980 87,715
47,737 8,834
176,100 33,916
180,064 43,909
18,135 4,422
222,521
378,075
561,695
56,571
210,016
223,973
22,558
215,065 —
270,794 —
337,535 7,310
33,995 736
125,617 —
180,064 43,909
18,135 4,422
215,065
270,794
344,844
34,731
125,617
223,973
22,558
Total comprehensive income for the period/year before the effect of proforma adjustment attributable to: Equity holders of parent entity . . . . Non-controlling interest . . . . . . . . .
10
Consolidated Statements of Financial Position As of December 31, 2011 2012 (Rp. (Rp. millions) millions)
2010 (Rp. millions)
2012 (U.S.$ ’000)
As of June 30, 2013 2013 (Rp. (U.S.$ millions) ’000)
ASSETS CURRENT ASSETS Cash and cash equivalents . . . . . . . . . . . . . 81,378 137,756 416,254 41,923 127,168 12,808 Restricted cash and cash equivalents . . . . 4,000 4,000 4,000 403 — — Trade receivables Third parties . . . . . . . . . . . . . . . . . . . . . — 2,456 15,348 1,546 8,462 852 Other receivables Related parties . . . . . . . . . . . . . . . . . . . . 5,313 75,209 — — — — Third parties . . . . . . . . . . . . . . . . . . . . . 1,291 8,392 8,061 812 9,595 966 Loans to related parties . . . . . . . . . . . . . . . — 301,000 — — 457,226 46,050 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 25,487 71,409 99,053 9,976 58,707 5,913 Refundable taxes . . . . . . . . . . . . . . . . . . . . 3,419 6,923 — — 1,648 166 Prepaid expenses . . . . . . . . . . . . . . . . . . . . 833 1,025 1,269 128 1,321 133 Advances — third parties . . . . . . . . . . . . . 54 127 1,179 119 50,744 5,111 TOTAL CURRENT ASSETS . . . . . . . . 121,774 608,298 545,163 54,906 714,871 71,998 NON-CURRENT ASSETS Other receivables — related parties . . . . . 314,822 525,771 — — — — Plantation assets Mature plantations (net of accumulated amortization of Rp.179,489 million in 2013; Rp.157,083 million in 2012; Rp.114,381 million in 2011; and Rp.78,296 million in 2010) . . . . . . . . 537,674 642,636 703,519 70,855 704,983 71,002 Immature plantations . . . . . . . . . . . . . . . 204,799 117,543 34,936 3,519 16,842 1,696 Fixed assets (net of accumulated depreciation of Rp.297,975 million in 2013; Rp.253,145 million in 2012; Rp.184,634 million in 2011; and Rp.129,418 million in 2010) . . . . . . . . . 327,401 470,336 651,905 65,657 638,014 64,258 Investment in shares of stock . . . . . . . . . . — 10 200 20 95,200 9,588 Deferred tax assets, net . . . . . . . . . . . . . . . 12,402 1,920 — — 1,034 104 Business development project . . . . . . . . . . — — 91,039 9,169 91,039 9,169 Other non-current assets . . . . . . . . . . . . . . 7,586 3,804 86,850 8,747 90,463 9,111 TOTAL NON-CURRENT ASSETS . . . 1,404,683 1,762,020 1,568,448 157,966 1,637,575 164,929 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . 1,526,458 2,370,317 2,113,611 212,873 2,352,446 236,927
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As of December 31, 2011 2012 (Rp. (Rp. millions) millions)
2010 (Rp. millions)
2012 (U.S.$ ’000)
As of June 30, 2013 2013 (Rp. (U.S.$ millions) ’000)
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loan . . . . . . . . . . . . . . . . . 16,000 36,000 66,000 6,647 66,000 6,647 Trade payables Related parties . . . . . . . . . . . . . . . . . . . . 18,209 7,206 1 0.1 — — Third parties . . . . . . . . . . . . . . . . . . . . . 58,921 72,298 24,750 2,493 15,590 1,570 Unearned revenue . . . . . . . . . . . . . . . . . . . 35,906 30,062 44,022 4,434 784 79 Taxes payable . . . . . . . . . . . . . . . . . . . . . . 119,377 193,319 123,873 12,476 44,576 4,490 Accrued expenses . . . . . . . . . . . . . . . . . . . 4,728 41,996 35,588 3,584 37,484 3,775 Other payables Related parties . . . . . . . . . . . . . . . . . . . . 18,973 2,719 3,692 372 9,273 934 Third parties . . . . . . . . . . . . . . . . . . . . . 23,461 35,261 45,284 4,561 34,225 3,447 Short-term employee benefit liabilities . . . 16,821 22,422 19,551 1,969 16,375 1,649 Current maturities of consumer finance liabilities . . . . . . . . . . . . . . . . . . . . . . . . 5,441 4,402 6,471 652 9,914 999 Current maturities of finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . 8,171 12,606 14,209 1,431 11,381 1,146 Current maturities of long-term bank loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 538,831 121,500 174,200 17,545 178,300 17,958 TOTAL CURRENT LIABILITIES . . . . 864,840 579,791 557,642 56,163 423,903 42,693 NON-CURRENT LIABILITIES Other payables — related parties . . . . . . . 334,355 80,854 — — — — Consumer finance liabilities — net of current maturities . . . . . . . . . . . . . . . . . 3,320 3,857 7,585 764 2,720 274 Finance lease liabilities — net of current maturities . . . . . . . . . . . . . . . . . . . . . . . . 10,390 13,805 9,496 956 4,365 440 Long-term bank loan — net of current maturities . . . . . . . . . . . . . . . . . . . . . . . . — 1,142,500 1,038,500 104,593 947,300 95,407 Long-term employee benefit liabilities . . . 11,952 18,875 24,892 2,507 26,440 2,663 Deferred tax liabilities, net . . . . . . . . . . . . 10,014 12,185 9,456 952 7,704 776 TOTAL NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . 370,030 1,272,075 1,089,928 109,772 988,529 99,560 TOTAL LIABILITIES . . . . . . . . . . . . . . 1,234,870 1,851,866 1,647,570 165,935 1,412,432 142,253 EQUITY Equity attributable to equity holders of the parent company Share capital Authorized — 32,100,000,000 shares (2012: 15,000,000,000; 2011 and 2010: 500,000 shares) at par value per share of Rp.100 (2012: Rp.100; 2011 and 2010: Rp.100,000 (full amount) per share) Issued and fully paid — 8,025,000,000 shares (2012: 4,125,000,000; 2011 and 2010: 125,000 shares) . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . Proforma capital arising from acquisition of entity under common control . . . . . . Difference transactions with noncontrolling parties . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . .
12,500 —
12,500 —
412,500 16,181
41,545 1,630
802,500 16,181
80,824 1,630
5,176
68,836
—
—
—
—
— 270,291 287,967 3,621 291,588
— 391,084 472,420 46,031 518,451
— 6,619 435,300 30,741 466,041
— 667 43,841 3,096 46,937
41,950 46,683 907,314 32,700 940,014
4,225 4,702 91,380 3,293 94,674
2,370,317
2,113,611
212,873
2,352,446
236,927
Non-controlling interest . . . . . . . . . . . . . . TOTAL EQUITY . . . . . . . . . . . . . . . . . . TOTAL LIABILITIES AND EQUITY . . . . . . . . . . . . . . . . . . . . . . . . 1,526,458
12
Consolidated Statements of Cash Flow For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers . . . . . . . . . . . . . . 1,017,459 1,511,834 2,078,806 209,367 994,779 948,328 95,511 Cash paid to suppliers . . . . . . . . . . . . . . . . . . . . . (489,163) (670,566) (1,026,647) (103,399) (453,337) (527,548) (53,132) Cash paid to employees . . . . . . . . . . . . . . . . . . . . (77,760) (124,152) (118,296) (11,914) (81,361) (78,805) (7,937) Cash resulting from operations . . . . . . . . . . . . . . Interest income received . . . . . . . . . . . . . . . . . . . Payments of corporate income tax . . . . . . . . . . . Finance cost paid . . . . . . . . . . . . . . . . . . . . . . . . . Other receipt, net . . . . . . . . . . . . . . . . . . . . . . . . .
450,536 717,115 933,863 94,054 2,671 10,866 5,062 510 (17,166) (67,585) (296,213) (29,833) (72,727) (130,264) (143,521) (14,455) 19,452 7,284 9,471 954
460,082 341,975 34,442 2,961 12,985 1,308 (86,801) (148,819) (14,988) (71,894) (65,599) (6,607) 4,270 802 81
Net cash provided by operating activities . . . . . .
382,765
308,619
141,343 14,235
CASH FLOWS FROM INVESTING ACTIVITIES Payment of advance on purchase of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,465) (635) (172,429) (17,366) Additions to construction in progress . . . . . . . . . (40,351) (111,342) (151,978) (15,307) Additions to immature plantations . . . . . . . . . . . (44,744) (45,701) (18,518) (1,865) Acquisitions of fixed assets . . . . . . . . . . . . . . . . . (102,557) (45,127) (66,922) (6,740) Investment in shares of stock . . . . . . . . . . . . . . . — (10) (190) (19) Proceeds from disposal of fixed assets . . . . . . . . — 5,098 3,005 303 Receipt of loan settlement from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 301,000 30,315 Loan provided to related parties . . . . . . . . . . . . . — (301,000) — —
537,416
508,661
51,230
(6,240) (49,935) (5,010) (38,043) — —
(1,330) (134) (20,197) (2,034) (4,707) (474) (10,743) (1,082) (95,000) (9,568) — —
Net cash used in investing activities . . . . . . . . . . (195,118) (498,717) (106,033) (10,679)
(99,228) (589,203) (59,341)
— —
— — (457,226) (46,050)
CASH FLOWS FROM FINANCING ACTIVITIES Cash received from/(cash provided to) to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (122,664) (544,926) 540,274 54,414 131,174 5,581 562 Capital contribution received . . . . . . . . . . . . . . . — — 400,000 40,286 — 390,000 39,279 Proceeds from bank loan . . . . . . . . . . . . . . . . . . . 20,561 1,342,500 100,200 10,092 100,200 — — Repayment of bank loan . . . . . . . . . . . . . . . . . . . (38,500) (597,331) (121,500) (12,237) (52,950) (87,100) (8,772) Repayment of consumer finance liabilities . . . . . (12,035) (13,618) (9,947) (1,002) (3,718) (1,748) (176) Repayment of finance lease liabilities . . . . . . . . . (5,825) (17,965) (18,978) (1,911) (6,700) (7,959) (802) Payments of dividend to: Equity holders of parent entity . . . . . . . . . . — (149,250) (718,390) (72,353) (189,050) (140,000) (14,100) Non-controlling interest . . . . . . . . . . . . . . . . . . . — (1,731) (295,790) (29,791) (30,000) — — Net cash provided by/(used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (158,463) NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD/YEAR . . . . . . . CASH AND CASH EQUIVALENTS AT END OF PERIOD/YEAR . . . . . . . . . . . . . . .
17,679
(124,131) (12,502)
(51,044)
158,774 15,991
29,184
56,379
278,498
28,049
158,346
(289,086) (29,115)
52,193
81,378
137,756
13,874
137,756
416,254 41,923
81,378
137,756
416,254
41,923
296,102
127,168 12,808
13
Other Financial Information (Unaudited)
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . EBITDA Margin(2) . . . . . . . . . . . . . . .
For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000)
442,330 746,229 1,021,490 102,879 48.2% 54.1% 54.3% —
418,086 435,449 43,856 47.6% 48.8% —
Notes: (1) The term “EBITDA” refers to total comprehensive income before interest expenses, taxes, depreciation and amortization. EBITDA and related ratios presented in this offering memorandum are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, IFAS or IFRS. Further, EBITDA is not a measurement of our financial performance or liquidity under IFAS or IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFAS or IFRS or as an alternative to cash flow from operations or as a measure of our liquidity. We believe EBITDA facilitates operating performance comparisons from period to period and from company to company by eliminating potential differences caused by variations in capital structures (affecting finance costs), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), impairment and the age and book depreciation and amortization of tangible (including our mature plantations) and intangible assets (affecting relative depreciation and amortization expense). We also believe that EBITDA is a supplemental measure of our ability to meet debt service requirements. Finally, we present EBITDA and related ratios because we believe these measures are frequently used by securities analysts and investors in evaluating similar issuers. (2) EBITDA margin represents EBITDA as a percentage of sales.
The following table shows our EBITDA as derived from our total comprehensive income: For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
Total comprehensive income for the year/period after the effect of proforma adjustment . . . . . . . . . . Plus: Finance costs . . . . . . . . . . . . . . . . Corporate income tax expenses . . . . . . . . . . . . . . . . . . Depreciation of fixed assets(1) . . . Amortization of mature plantation . . . . . . . . . . . . . . . . . EBITDA (Unaudited) . . . . . . . . . . .
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000) (Unaudited)
222,521
378,075
561,695
56,571
210,016
223,973
22,558
59,198
126,892
142,294
14,331
71,744
64,936
6,540
90,060 39,752
153,064 52,112
203,478 71,321
20,493 7,183
80,074 34,708
79,659 44,475
8,023 4,479
30,799
36,085
42,702
4,301
21,544
22,407
2,257
442,330
746,229
1,021,490
102,879
418,086
435,449
43,856
Note: (1) This consists of depreciation of fixed assets included under cost of sales and general and administration expenses.
Key Operational Data The following table sets out the breakdown of our planted area by mature and immature areas for each of the periods presented below: Planted area Year ended December 31, 2010 2011 2012 (hectares)
Six months ended June 30, 2012
2013
Mature area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,880 28,420 32,013 32,013 32,562 Immature area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,675 4,511 1,097 1,003 646 Total planted area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,555 32,931 33,110 33,016 33,208
14
The following table sets forth the area and age profile of our mature oil palm trees as of June 30, 2013. “Immature” trees are those aged one to three years old, before commercial maturity is reached. “Young mature” trees are four to seven years old, “prime” trees are eight to 20 years old, and “old” trees are aged 21 years or greater. In accordance with convention in the palm oil industry, any decimals in age are rounded up to the next whole year. Age Profile of Oil Palm Trees Young mature (4 to 7 years)
Immature (1 to 3 years)
Average age (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total planted area (hectares) . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage of total planted area (%) . . . . . . . . . . . . . . . . . . . . .
1.88 646 1.9%
Prime (8 to 20 years)
Old (21 or more years)
5.58 9.07 14,612 17,951 44.0% 54.1%
Total
— — —
7.39 33,208 100.0%
The following table sets out the average yield of FFBs per hectare of our oil palm trees for each of the periods presented below: Average Yield of FFBs per Hectare (mature plantations) Six months ended Year ended December 31, June 30, 2010 2011 2012 2012 2013 (tonnes per mature hectare)
Average yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Young Mature (4 to 7 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prime (8 to 20 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Old (21 or more years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17.0 13.4 25.0 —
21.8 19.0 28.5 —
22.3 17.1 28.0 —
9.1 6.6 11.8 —
9.5 7.5 11.1 —
The following table sets forth production volumes of our products for each of the periods presented below: Production Volumes Six months ended June 30, 2012 2013 (tonnes) (tonnes)
Year ended December 31, 2010 2011 2012 (tonnes) (tonnes) (tonnes)
Product
FFBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406,279 619,713 715,095 290,850 308,785 CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,725 176,945 227,900 96,360 95,558 Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,062 32,447 43,944 19,014 18,862 Crude palm kernel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 402 3,801 2,152 1,431 The following table sets forth our average extraction rates, by weight, of CPO and palm kernel as a percentage of FFBs and of crude palm kernel oil as a percentage of palm kernel, for each of the periods presented below: Average Extraction Rates Six months ended June 30,
Year ended December 31,
CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Crude palm kernel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010
2011
2012
2012
2013
22.8% 4.5% —
24.1% 4.4% 34.1%
23.2% 4.5% 40.1%
23.9% 4.7% 40.3%
22.3% 4.4% 40.9%
The following table sets forth our sales volumes for the periods indicated: Sales Volumes For the year ended For the six months ended December 31, June 30, 2010 2011 2012 2012 2013 (tonnes)
CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,899 168,902 228,150 Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,422 29,598 30,744 Crude palm kernel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2,500 FFBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,413 1,035
15
98,213 13,679 1,500 —
110,992 18,476 1,702 —
The following table sets forth our average sales prices for the periods indicated: Average Sales Price For the year ended December 31, 2010 2011 2012 (Rp. millions per tonne)
CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . Crude palm kernel oil . . . . . . . . . . . . . . . . . . FFBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.85 3.92 — —
7.37 4.41 — 1.38
16
7.67 3.43 9.12 1.41
(U.S.$ per tonne)
773 346 919 142
For the six months ended June 30, 2012 2013 (Rp. millions per tonne)
8.22 4.11 10.06 —
7.35 3.44 7.49 —
(U.S.$ per tonne)
740 347 754 —
RISK FACTORS An investment in the Offering Shares is subject to significant risks. You should carefully consider all of the information in this offering memorandum and, in particular, the risks described below before deciding to invest in the Offering Shares. The following describes some of the significant risks that could affect us and the value of the Offering Shares. Additionally, some risks may be unknown to us and other risks, currently believed to be immaterial, could turn out to be material. All of these could materially and adversely affect our business, financial condition, results of operations and prospects. The market price of the Offering Shares could decline due to any of these risks and you may lose all or part of your investment. This offering memorandum also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this offering memorandum. Risks Relating to our Business Our plans to increase the hectarage of our plantations could be delayed or fail, which could have a material adverse effect on our future growth prospects and profitability We are currently pursuing, and in the future will consider additional potential opportunities for growth. These opportunities include the development of new planted areas and expanding the size and diversifying the locations of our oil palm plantations. Any opportunities that we are currently considering to increase the hectarage of our plantations are at a preliminary proposal stage and we may ultimately not proceed with any of them. Moreover, in respect of any current or future growth opportunity, there are a number of significant risks, including planting, engineering, construction and regulatory risks that may delay or prevent the successful completion or operation of our expansion projects or significantly increase our expansion costs. It is possible that our hectarage expansion plans could be adversely affected and/or unsuccessful for a variety of reasons, including: • Government policies and prevailing regulations may restrict or limit our ability to obtain land rights on additional land suitable for plantations; • we may not be able to convert our Ijin Lokasi to Hak Guna Usaha and hence may not be able to use all of our new land for our planned expansion; • we may not be able to complete our plantation projects on time or within budget; • our new or expanded plantations may not be able to produce crops at expected production levels or may cost more to cultivate and harvest than we expect; • there may be insufficient availability of planting material; • we may not be able to integrate our palm oil operations into neighboring communities or obtain the support from residents in the communities surrounding our palm oil operations as necessary for successful operations; • we may not be able to integrate new operations, whether organically grown or acquired, with our existing operations; • we may not be able to obtain all the necessary permits for our palm oil operations; • we may be distracted by unforeseen circumstances and problems relating to our expansion plans which may distract our management from focusing on existing operations; • environmental concerns, principles or regulations may restrict or limit our ability to expand into the geographic areas or at the speed that we have planned; and • we may not be able to sell our additional production volumes at profitable prices. Our ability to successfully complete expansion projects on time is also subject to financing risks. We may choose to finance our future growth by issuing Shares or securities convertible into or exchangeable for Shares, which would dilute your interest in the Company. It may also be necessary for us to raise additional funds by incurring indebtedness, which could significantly increase our interest expenses, leverage and debt service requirements, and could require us to pledge certain assets to secure such debt or impose certain restrictions on our business. If we are unable to obtain the necessary funding on commercially acceptable terms or at all we may have to delay or forego growth opportunities, which would have a material adverse effect on our future growth prospects and profitability.
17
Uncertainty regarding Government zoning and forestry regulations and the validity of certain of our land rights may lead to claims against us or adversely affect our business. Land in Indonesia is subject to Government zoning regulations. The Government controls the issuance of land rights and assigns undeveloped land for particular uses, including use for oil palm plantations. An entity intending to utilize unused land for a plantation business shall obtain Hak Guna Usaha (Right to Cultivate) rights, which are land rights that allow an entity to use land for plantation, fisheries or farming activities, in accordance with zoning regulations, for a maximum period of 35 years. See “Regulatory Overview — Land Titles” for further discussion on land rights under Indonesian Law. As of June 30, 2013, we had 78,071 hectares of landbank, including (i) 3,600 hectares under the application process for forest area exchange in the Ministry of Forestry (ii) 3,875 hectares of relinquished land area from previous owners which have not been submitted for cadastral process and have not obtained Hak Guna Usaha and (iii) 40,247 hectares held under Ijin Lokasi land permits (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). We had 33,208 hectares of planted area and have used 1,330 hectares for infrastructure and 1,526 hectares have been allocated for conservation area. The remaining 44,862 hectares remained unplanted. We have Hak Guna Usaha for approximately 30,349 hectares or 38.9% of our landbank. The Hak Guna Usaha that we currently hold will expire between 2039 and 2042, unless they are extended. See “Business — Land Rights” for a description of the land rights we hold. In October 1993, the State Minister for Agrarian Affairs and Head of the National Land Agency issued Regulation No. 2 of 1993 on Procedures for Obtaining Location Permit and Land Right for an Investment Company (“Regulation No. 2/1993”), which sets forth the procedures for obtaining location permits and land titles. Under Article 9(1) of Regulation No. 2/1993, a holder of Hak Guna Usaha is guaranteed an extension of those rights so long as the utilization of the land covered by those rights complies with the approved usage of the land when the rights were initially granted to the holder. Under Government Regulation No. 40 of 1996 on the Right to Cultivate, Right to Build and Right to Use Land (“Regulation No. 40/1996”), an application for extension of the Hak Guna Usaha must be made at least two years prior to expiration. Although we believe that we are in compliance with all material provisions relating to the approved usage of the land covered by our Hak Guna Usaha, we cannot guarantee that we will be able to obtain or extend Hak Guna Usaha or any or all other requisite approvals for all of our land without undue delay, protracted regulatory or legal proceedings for their maximum periods or at all. In 2012, the Indonesian National Land Agency issued a circular letter to the Regional Land Agency and Land Office in Indonesia. The circular letter stipulates that a plantation company is required to build a Plasma Program for a minimum of 20% of the total planted area prior to applying for Hak Guna Usaha (including new application, renewal and extension of expired Hak Guna Usaha). Currently, we have not established any Plasma Program. In the event that any of our Hak Guna Usaha expire and we have not established any Plasma Program by that time, we may not be able to apply for renewal of our expired Hak Guna Usaha. See “Business — Oil Palm Plantations — Land Rights — Plasma Program.” Any such failure or delay could lead to a de facto or de jure decrease in the size of our landbank, which could have a material adverse effect on our ability to use the land for our business purposes or to operate or expand our business. The Ijin Lokasi that we currently hold will expire between 2015 and 2016, unless they are extended. We cannot guarantee that we will be able to obtain or extend Ijin Lokasi or any or all other requisite approvals for all of our land without undue delay, protracted regulatory or legal proceedings for their maximum periods or at all. Also, we cannot guarantee that we will be able to renew the Ijin Lokasi we currently possess upon their expiration nor fully convert the Ijin Lokasi to Hak Guna Usaha before expiration. Any such failure or delay could lead to a de facto and/or de jure decrease in the size of our landbank, which could have a material adverse effect on our ability to use the land for our business purposes or to operate or expand our business. In addition, regional governments in Indonesia are authorized to allocate undeveloped land and grant other concessions in consultation with government agencies including the Ministry of Forestry and the Ministry of Energy and Mineral Resources. Due to the lack of accurate maps or otherwise incomplete record-keeping, regional governments may assign overlapping or competing Ijin Lokasi for different uses over the same area of land or over areas of undeveloped land without taking into account the existence of protected areas such as woodlands or peatlands. In 2004, we obtained Ijin Lokasi for an aggregate area of 7,500 hectares followed by the issuance of a Plantation Business License (Ijin Usaha Perkebunan, or “IUP”) for the area under such Ijin Lokasi. We completed the land acquisition process and the entire area was planted. Due to the lack of accurate maps and uncertainties in prevailing forestry and zoning regulations, 3,600 of these hectares were deemed to be located in the production forest without specifying which map was referenced in this determination. Consequently, our Hak Guna Usaha application for these 3,600 hectares has been put on hold until the Ministry of Forestry relinquishes such 18
production forest area. Since 2007, we have submitted applications for such forest relinquishment without being able to reach a clear resolution mainly due to discrepancies between local government zoning regulations and policies and national forest designation regulations and policies. In July 2012, the Government issued a regulation to resolve such discrepancies throughout Indonesia. Under such regulation, a plantation company which received a Plantation Business License pursuant to prevailing local zoning regulations prior to 2007 relating to production forest area, must submit an application for an exchange of forest area to the Ministry of Forestry by January 2013 and subsequently procure a forest replacement area within two years of the Ministry of Forestry’s approval. Prior to making such application to the Ministry of Forestry, a plantation company must obtain a recommendation from the local government in relation to the exchange of production forest area. Accordingly, in July 2012, we initiated the exchange process by submitting a request to the local government for a recommendation in relation to the exchange of the production forest area. Currently, we have obtained a recommendation from the Governor of Central Kalimantan to perform the exchange process and such exchange process is currently under review by the Ministry of Forestry. In addition, in 2009, we also obtained Ijin Lokasi for an aggregate area of 10,705 hectares, which according to the forest utilization guideline map (peta tata guna hutan) of Central Kalimantan, is deemed to be located in the production forest area. In order to obtain the Hak Guna Usaha for such area, we must obtain the forest relinquishment from the Minister of Forestry. We submitted an application to obtain the recommendation of forest relinquishment in 2010, and in 2012, the Governor of Central Kalimantan issued the recommendation to the Ministry of Forestry. We have obtained the response letter from the Ministry of Forestry with regards to the application of the forest relinquishment area. However, we are required to complete the requirements of our application of the forest relinquishment and the application is currently under review by the Ministry of Forestry. For more information, see “Regulatory Overview — Cultivation of Forest Area.” While the application process is still pending at the Ministry of Forestry, we have submitted the application for extension of the Ijin Lokasi which has expired on December 2012 to the Regent of Seruyan, which is currently under review. We cannot assure you that we will obtain the approval from the Ministry of Forestry for such forest relinquishment and exchange of production forest area. Should the Ministry of Forestry refuse to approve the forest relinquishment and the exchange of production forest area, the land must be returned to its original usage, and we will not be able to apply for Hak Guna Usaha upon such land. Furthermore, any other similar conflict could prevent us from fully utilizing the land, requiring us to seek additional regulatory approvals that we cannot guarantee will be granted or may expose us to potentially costly and drawn out proceedings to determine the appropriate use of the land. Any such developments would restrict our ability to cultivate land that we have acquired, which could materially and adversely affect our business, financial condition and results of operations. We may not be able to continue to renew or expand our current Indonesian land rights because of Government restrictions on plantation sizes and a moratorium on new land concessions in Central Kalimantan province. A company which has obtained investment licenses shall obtain a location permit in order to acquire a plot of land to implement the relevant investment plan. The purpose of this requirement is to give direction to, as well as to control, such companies’ land acquisition. The holder of a location permit is permitted to arrange for the acquisition of the land from third parties who have interests over such land, in accordance with prevailing regulations. After completion, the holder of the location permit may be given a right over such land (as evidenced by a land certificate), which authorizes the holder to use the land. In February 1999, the State Minister for Agriculture and Head of the National Land Agency issued Regulation No. 2 of 1999 (“Regulation No. 2/1999”), which limits the aggregate size of plantations (including oil palm plantations) held by any person or company or any group of related persons or companies. Under Regulation No. 2/1999, the maximum aggregate sizes for oil palm plantations for a company or a group of companies under the same shareholding are 20,000 hectares for each province in Indonesia (except for the province of Papua, where the maximum area is 40,000 hectares) and 100,000 hectares nationally. Regulation No. 2/1999 provides various exceptions to the hectare limitations, including exceptions for companies that are majority-owned by the Government (i.e., state-owned enterprises) and public companies that are majority-owned by the public. In August 11, 2004, the Government enacted Law No. 18 of 2004 on Plantation (“Law No. 18/2004”), which provides, among other things, that the minister in charge of and responsible for managing the plantation sector, the Minister of Agriculture, shall stipulate the maximum area and minimum areas of land being acquired for plantation businesses, while the agency in charge of land affairs shall issue the land titles. Law No. 18/2004 further provides that in determining such maximum and minimum areas, the Minister of Agriculture shall be 19
guided by the types of plants, the land availability in view of the agro-climatic conditions, the capital, the factory’s capacity, the population density, the business development pattern, the geographical condition and technological development. On September 30, 2013, the Minister of Agriculture issued Regulation No. 98/Permentan/OT.140/9/2013 on Guidelines for Plantation Business Licensing (“Regulation No. 98/2013”) to replace Regulation of the Minister of Agriculture No.26/Permentan/OT.140/2/2007 regarding Guidelines for Plantation Business Licensing (“Regulation No.26/2007”) as the implementing regulation of Law No.18/2004 and guidelines for plantation business licensing. Under Regulation No.98/2013, the maximum area for each palm oil plantation company or palm plantation business group in Indonesia is limited to 100,000 hectares (except for the provinces of Papua and West Papua, where the maximum area is limited to 200,000 hectares). Regulation No. 98/2013 also stipulates several exceptions to such limitation of area similar to those governed under Regulation No. 2/1999. However, Regulation No. 98/2013 does not place any limitation of provincial areas towards palm oil plantation companies as opposed what is governed in Regulation No. 2/1999. Although Regulation No. 98/2013 was enacted on September 30, 2013, there has not been any revocation or amendment made to Regulation No. 2/1999 with regards to the conflicting provisions on the limitation on area governed under both regulations. As mentioned above, Regulation No. 98/2013 allows each palm oil plantation company or palm oil plantation business group to own plantations of up to 100,000 hectares in Indonesia, without limitation to the maximum area of palm oil plantation per province, and thus appears to be in conflict with Regulation No. 2/1999. Hence, it is unclear how the National Land Agency or the provincial governments may respond to the issuance of Regulation No. 98/2013. As of June 30, 2013, we and our subsidiaries have been granted a total plantation area of approximately 33,207 hectares based on each of the plantation business licenses granted to us and our subsidiaries. Hence, our plantation area exceeded the maximum provincial plantation area as governed under Regulation No. 2/1999. Should the Government apply size limitations contained in Regulation No. 2/1999, or if any further regulatory limitations on ownership of land for oil palm plantations are applied in Indonesia, our ability to continue to operate our business or to expand our oil palm plantations could be adversely affected. In addition, on May 13, 2013, the President of Indonesia issued Presidential Instruction No. 6 of 2013 on the Suspension of New Licenses and Improvement of the Management of Natural Primary Forest and Peat Land (“Presidential Instruction No. 6/2013”), which instructed the Minister of Forestry, the Minister of Internal Affairs, the Minister of Environment, the Head of Presidential Working Unit in Development Monitoring and Control, the Head of National Land Agency, the Head of National Zoning Management Coordination Agency, the Head of Geospatial Information Agency, the Head of REDD+ Institution Establishment Task Force, all governors, all heads of regencies and several other government authorities to continue the suspension for a period of two years of any issuance of land rights, including Hak Guna Usaha, as well as new licenses, recommendations and Ijin Lokasi involving land area of natural forests and peat land located in conservation forests, protected forests, production forests, such as limited production forests, normal or fixed production forests and convertible production forests, and other designated areas (Areal Penggunaan Lain) as prescribed in an indicative map attached thereto, and its further amendments from time to time. Presidential Instruction No. 6/2013 stipulates that the indicative map shall be re-evaluated every six months. We may not complete on time or within budget, or derive the expected benefits from new mills and other projects that we are planning to construct. We plan to construct two more palm oil processing mills which we expect to complete by the end of 2017. We expect both of these new mills in the aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. We have also made a minority investment in an affiliate company that is currently constructing an export platform comprising of a bulking facility and a jetty, which is expected to be in operation during the course of 2014, and another affiliate company that is currently constructing a palm oil refinery which is expected to be in operation during the course of 2015. These projects face a number of risks, such as delays in construction or cost overrun, and new or expanded mills might not be able to process FFBs or CPO at expected production levels or production costs. We will be required to obtain capacity expansion permits for expansion of our mills, which include building and other government permits and authorizations required for the construction of such mills, including construction permits. As such, we may be subject to delays in connection with our existing or future applications for such permits and authorizations and we cannot assure you that we will ultimately be able to obtain these permits or authorizations. Any of these factors may affect the success of the expansion of our operations and have a material adverse effect on our business, financial condition and results of operations. 20
We currently derive substantially all of our net sales from a small number of customers and the loss of any of our existing customers could result in a material decline in our revenues and profit. We sell our products mainly to Wilmar (through its subsidiaries PT Sinar Alam Permai and PT Wilmar Nabati Indonesia), PT SMART Tbk and PT Asianagro Agung Jaya, which accounted for 60.7%, 28.6% and 4.4%, respectively, of our sales in the six months ended June 30, 2013. In particular, Wilmar has historically accounted for the largest percentage of our revenues, at 97.0%, 91.9%, 56.8% and 60.7% for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. We anticipate that our current customer concentration will continue for the foreseeable future. Our customers’ purchases of our products are on a non-exclusive basis, in part pursuant to forward agreements and the remainder based on spot contracts. In 2013, we entered into various contracts with our customers to sell a fixed amount of CPO. Under the terms of these contracts, we are currently obligated to supply 1,500 tonnes on a weekly basis to Wilmar and 2,000 tonnes of CPO on a monthly basis and 1,000 tonnes of CPO on a weekly basis to PT SMART Tbk, in which for each delivery the prices are determined based on the weekly or monthly average of PT Astra Agro Lestari’s Kumai CPO auction price depending on the period of delivery. All of the forward contracts shall expire at the end of December 2013. See “Business — Pricing.” Our relationship with our customers could be negatively affected by a number of factors, including our inability to agree on mutually acceptable pricing terms, a decision by the customer to diversify or change its sources of palm oil products or a significant dispute between us and the customer. If, as a result of these or any other factors, our commercial relationships with our current customers were to terminate or otherwise materially worsen and we were unable to find replacement buyers on a timely basis, on commercially acceptable terms or at all, our business, results of operations and financial condition would be materially and adversely affected. See “Business — Customers.” We face competition from other producers in the palm oil industry and other substitute oils We operate in an industry which is highly competitive and we face competition from other producers in the palm oil industry. Some of these producers have similar capabilities and compete with each other on key attributes such as quality of products, pricing, time-to-market and available production capacity. There can be no assurance that we can compete successfully in the future and maintain or increase our market share. In addition, the palm oil industry faces competition from other vegetable oils, including soybean oil, rapeseed oil and sunflower oil. The United States, Europe, China, India, Brazil and Argentina are all large producers of oils and fats. An overabundance in supply of these vegetable oils or a change in consumer preferences due to health trends that result in a decrease in demand for such palm oils may cause a decline in their price. Health trends may also cause consumers of oils and fats to substitute other vegetable oils for palm oil, and may result in a corresponding decline in the price of palm oil and CPO. As a substantial amount of biofuel is produced from vegetable oils, including palm oil, rapeseed oil and soy oil, the palm oil industry also faces competition from other vegetable oils in the biofuel segment. While palm oil is typically the least expensive vegetable oil, with other major vegetable oils commanding a significant premium over palm oil, a decline in price of other major vegetable oils may cause biofuel producers to use such alternative vegetable oils in the production of biofuel instead of palm oil, leading to a decrease in demand and price for palm oil. If any of the above events were to occur, our business, financial condition, results of operations and prospects would be materially and adversely affected. Adverse weather conditions or other operational risks could have a material adverse effect on our business. We face a number of operational risks at our mills and our plantations. Outages or extended down-time at our mills could prevent us from harvesting or processing our FFBs for extended periods of time, which could lead to a loss of product or diminished product quality. Our processing facilities and plantations are also subject to a number of risks, such as supply shortages, fires, explosions, natural disasters, third-party interference, war or terrorism, communal unrest and mechanical failures of equipment. These hazards could also result in environmental pollution, personal injury or wrongful death claims and other damage to our properties or the properties of others. In particular, risks that could affect our operations or those of our contractors, suppliers and customers include: • crop pests and diseases and plantation mismanagement — our yields of FFBs are affected by the prevalence or severity of pests and diseases in our oil palms as well as by factors such as the timing and application of fertilizers and other inputs, pruning standards and the maintenance of inspection paths; 21
• forest fires — although we operate a zero-burning policy for land clearing activities in our plantations, forest fires in neighboring plantations or by small landowners clearing underbrush can result in haze or lead to fire spreading onto our property from adjacent land; • natural disasters, including earthquakes — Indonesia is located in one of the most volcanically active regions in the world and is subject to significant seismic activity that can lead to destructive earthquakes and tsunamis; • mechanical failures — breakdowns and other mechanical failures at our mills or transport systems and ruptures and spills from product carriers or storage tanks; • unfavorable local and global weather patterns — our plantations and crop yields are affected by the annual drought in the Kalimantan region as well as global weather patterns and phenomena such as El Niño; • labor strikes or other disturbances— laws and regulations facilitate the forming of labor unions in Indonesia and, combined with weak economic conditions, have resulted in and may continue to result in labor unrest and activism; and • contagious disease outbreaks — outbreaks of avian flu, as have occurred in recent years in Asian countries, or other contagious diseases. Any of these factors affecting our operations could undermine our production levels or otherwise adversely affect our business, results of operations and financial condition. We hold certain uncertified land, the title to which may be the subject of claims and disputes. We hold Ijin Lokasi in respect of 40,247 hectares (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). The Ijin Lokasi grants us the right to acquire the rights of land from its previous owners. However, many of its occupants/previous owners occupied the land without land title. Compensation was given to the previous owners of the land to have those individuals relinquish their title of the land to the Government to enable us to obtain Hak Guna Usaha to the land. Such land is mainly vacant or cultivated as small holdings by the community surrounding our plantation areas, and we intend to use it for our future expansion. Since we physically possess the land based only on the deeds of relinquishment of rights upon lands signed by the previous landowners, we must apply for a Hak Guna Usaha title to obtain valid title to the land. We believe that we have a basis to submit such applications and obtain Hak Guna Usaha over such land as there are currently no disputes over such land. However, due to the developing nature of Indonesian land law and the lack of a uniform title system in Indonesia, disputes over our purchases of titles from previous landowners may occur. In particular, rights to plantation lands that have been consolidated from the land of multiple small holders or lands belonging to indigenous people commonly give rise to disputes with former or purported landowners. We have paid, and from time to time may have to pay, compensation to settle those claims where appropriate. In addition, such claims could prevent us from planting the disputed land or delay or prevent our receipt of Hak Guna Usaha title over the land. Any such event may materially and adversely affect our business, financial condition and results of operations. Furthermore, our 10,705 hectares of Ijin Lokasi has expired and our application for the forest relinquishment process is currently under review by the Ministry of Forestry. Concurrently, we have also submitted an application for the extension of the expired Ijin Lokasi to the Regent of Seruyan and have obtained a confirmation letter from the Regent of Seruyan that such area is reserved for us. However, we cannot assure you that the Regent of Seruyan will not issue new Ijin Lokasi to other third parties on the said 10,705 hectares of land, which will prohibit us from acquiring that land. We also have approximately 3,875 hectares that we acquired by relinquishment of land rights from the previous land owners which have not been submitted for cadastral process and therefore have not obtained Hak Guna Usaha. We are not in compliance with our obligations under the Plasma Program. In accordance with Regulation No. 98/2013, plantation companies holding IUPB or IUP for a total area of 250 hectares or more are required to facilitate the development of community plantations for plasma farmers covering at least 20% of the land cultivated by such plantation companies. Such community plantations are to be developed concurrently with the companies’ plantations and are to be completed within three years. Regulation No. 98/2013 further stipulates that such plasma plantation which is facilitated by such plantation companies are be located outside the IUPB and IUP areas. Once the development of the plasma plantation is completed, such plasma plantation is to be assigned to plasma farmers who will then cultivate such land. In some cases, the plantation companies continue to cultivate the plasma plantation with the profits shared with the plasma farmers. 22
Such form of assistance to plasma farmers is generally known as the “Plasma Program.” In general, plasma farmers are required to sell to the nucleus companies and the nucleus companies are in turn required to buy the FFBs of the plasma farmers based on price formulas determined by price committees established by the regional governments. In accordance with Regulation No. 98/2013, a plantation company that fails to fulfill the obligation to enter into such partnership may be subject to a written warning of up to three times in four months. If such obligation is still not fulfilled after the third written warning, the IUPB, IUPP or IUP will be revoked and a recommendation will be submitted to the authorized National Land Agency for the cancellation of the Hak Guna Usaha. PT Sawit Sumbermas Sarana, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati obtained their land rights and plantation licenses before February 28, 2007 and their land licenses do not specifically state the area designated for plasma. As such, we did not provide for plasma area when the plantations were developed and as these plantations are now almost fully developed, we have not been able to comply with the plasma requirement as a result of, among other reasons, the lack of available or geographically suitable land for us to acquire for the cultivation of plasma plantations and the lack of cooperation from certain local communities to enter into a Plasma Program with us. On the other hand, we have established a partnership program with farmers, employees, and the surrounding community of the plantation. Partnership programs include assisting the local small landholders in the development of their own plantations by giving them free advisory services, seedlings and fertilizer and purchasing the FFB produced by the local small landholders and converting it into CPO and palm kernel at our mills. Such partnership programs may be in the form of provision of a production facility, production cooperation, processing and marketing, the distribution of seedlings, operational cooperation, share ownership and other supporting services. However, under Regulation 98/2013, the establishment of partnership programs shall not diminish the obligation to establish a Plasma Program. For the future development of the plantations of the Company and its subsidiaries, the Company and its subsidiaries intend to fully comply with the Plasma Program requirement. In particular, 14,434 hectares of area which is granted to PT Sawit Mandiri Lestari have been specifically allocated for the Plasma Program. In the future, the Company and its subsidiaries intend to enter into an agreement with the plasma farmers’ representatives in relation to the management of plantations controlled by the Company and its subsidiaries in which the Company and its subsidiaries will provide funds to cover the initial development costs in the form of loans to the land owners. We will also be required to purchase all the FFBs cultivated by local small landowners under the Plasma Program at a price stipulated in Regional Regulation. Although the formula price has historically been lower than the market price and will enable us to purchase FFBs at a price lower than market price, we cannot assure you that the stipulated price will always continue to be lower than the market price. We also cannot assure you that the Indonesian or provincial government will not change the rule or policies of its Plasma Program in a manner that will be adverse to us. In addition, we may also need to allocate some of our existing nucleus planted areas to the Plasma Program, which will reduce our nucleus planted area and could have a material adverse affect on our business, financial condition, results of operations and prospects. Our business may be disrupted if there is a change in our relationship with our founder or we lose the services of our key executives. Our success depends on our existing beneficial shareholders, key employees and members of our senior management and our founder who, through his familial ties to our existing beneficial shareholders, provides guidance in relation to our operations. There can be no assurance that our relationship with our existing beneficial shareholders, key employees, members of our senior management and founder will not change or deteriorate. For additional information relating to these individuals, see “Share Ownership” and “Management.” There can also be no assurance that we will be able to retain our key executives. If one or more of our key executives are unable or unwilling to continue in their present positions, or if they join a competitor or form a competing company, we may not be able to replace them easily and may incur additional expenses to recruit and train new personnel. Our business may be significantly disrupted and our financial condition and results of operations may be materially and adversely affected as a result. Furthermore, since our industry is characterized by high demand and intense competition for skilled employees, we may need to offer compensation and other benefits that may be substantially higher than what we currently offer in order to attract and retain key executives in the future. We cannot assure you that we will be able to attract or retain the key executives that we have or will need to achieve our business objectives. 23
Negative publicity or negative findings about the Company or persons associated with it could adversely affect our commercial relationships and limit the number of potential buyers of our products. Negative publicity or negative findings about us or individuals associated with us could damage the value of our brand and our business. In the past, our founder had been the target of campaigns by certain environmental groups who allege instances of illegal logging and other environmental concerns. There can be no assurance that our founder, or other individuals associated with us will not in the future face investigation, litigation, regulatory inquiries or additional negative publicity relating to these past allegations or to allegations relating to our present and future business or that these developments will not materially harm our reputation and our business. For additional information relating to our founder and his familial ties to the existing beneficial shareholders of the Company, see “Share Ownership.” We also could be the target of negative publicity as a result of various factors, including campaigns by environmental groups against the Company and its actual or alleged production methods as well as against palm oil producers in Central Kalimantan in general. In addition, any actual or perceived deficiencies in our production methods, environmental practices or our relationships with respect to our plasma program and other stakeholders in Central Kalimantan could lead to adverse publicity against us, which could undermine our relationship with our customers, suppliers and other partners. Our insurance coverage may be insufficient to cover our losses. We maintain insurance for our mills, inventories, vehicles, heavy equipment, furniture and fixtures and property (including buildings and mills). In addition, we are covered for losses from plantation fires. This insurance provides for the replacement cost of the assets covered but does not cover business interruption or losses from volcanic eruption or governmental expropriation. We seek to maintain a comprehensive insurance coverage at commercially reasonable rates, although premiums charged by insurance companies tend to fluctuate in response to market events over which we have no control. We believe that our current coverage is adequate to protect against most of the accident-related risks involved in the conduct of our business. Generally, all of our operational activities are covered by insurance, but we do not maintain third-party liability insurance or general insurance coverage protecting against all lawsuits brought against us, and we may not be covered for certain types of claims, depending on their subject matter. See “Business — Insurance.” There can be no assurance that all risks are fully insured against, that any particular claim will be fully paid or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future. If we were to sustain significant losses in the future, our ability to obtain insurance coverage or coverage at commercially reasonable rates could be materially adversely affected. We are dependent on the availability of high quality germinated seeds In order to achieve high FFB yields, we use only high quality germinated seeds procured from established seed producers. We do not possess seed production capabilities and are dependent on external suppliers for such high quality germinated seeds. In the event of a shortage of high quality germinated seeds arising from factors such as strong demand for such seeds in the industry or from the occurrence of natural disasters that may affect the global supply or pricing of such seeds, we may not be able to seek alternative sources of supply in a timely manner or on commercially acceptable terms. This could adversely affect our ability to achieve our planting target under our expansion plan and may have a material adverse effect on our business, financial condition, results of operations and prospects. Our operations are labor intensive and we rely on our ability to attract workers Our operations are highly labor intensive. As of June 30, 2013 we had 6,286 employees, all of which were permanent. The wages of our employees and our total labor costs have increased in recent years and we expect that our total labor costs will continue to increase as we continue with our planting program and as more trees become mature, which would require us to hire additional workers in anticipation of increased harvesting. If we are unable to hire sufficient workers to maintain our labor force or if there is any significant inflation of wages or further increase of the minimum wage rate or if we experience labor strikes or other disturbances, our business, financial condition, results of operations and prospects could be materially and adversely affected. Our consolidated financial statements are prepared in accordance with Indonesian Financial Accounting Standards (“IFAS”), which differs in certain significant respects from IFRS and any possible future adoption of IFRS could have a material adverse effect on the price of the Shares. Our consolidated financial statements are prepared in accordance with IFAS, which differs in certain significant respects from IFRS. See “Summary of Certain Principal Differences Between IFAS and IFRS.” We have not 24
quantified or identified the effects of the differences between IFAS and IFRS in this offering memorandum. This offering memorandum does not contain a reconciliation of our consolidated financial statements to IFRS, and such reconciliation may reveal material differences. Accordingly, there can be no assurance, for example, that profit after taxation distributable by us and share capital and reserves reported in accordance with IFAS would not be significantly different from those that would be reported under IFRS. Potential investors should consult their own professional advisors if they want to understand the differences between IFAS and IFRS and how such differences might affect the information contained in this offering memorandum. Upon completion of the Offering, some of our substantial Shareholders will continue to own a significant amount of our Shares and be in a position to exercise control over us. Immediately after this Offering, the previous shareholders will own 84.3% of our Shares. No assurance can be given that the previous shareholders’ objectives will not conflict with our business goals and objectives or with those of our other shareholders. They may also be able to deter or delay a future takeover or change of control of the Company. See “Share Ownership.” Our dependency as a holding company to PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati may have a negative impact on us From January 2012 to June 2013, approximately 64% of our revenue was generated from our subsidiaries, in particular PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati. Our dependency on PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati may have a negative impact on our business, results of operations and financial condition due to operational risks inherent in their daily business operations that may result in a decrease in production, product quality and/or revenue. Our transactions with our affiliates may be subject to the OJK regulation on affiliate transactions and conflict of interest. In order to protect the rights of minority shareholders, the BAPEPAM-LK Regulation No. IX.E.1 concerning Transaction with Affiliated Parties and Conflict of Interest on Certain Transaction (“Regulation IX.E.1”) contains provisions as to how a company may enter into a transaction with its affiliates. There are two types of transactions under Regulation IX.E.1, namely, affiliate transactions and conflict of interest transactions. An affiliate transaction is defined as a transaction entered into between a company and its affiliates or affiliates of a member of the board of directors of a company, a member of the board of commissioners or a substantial shareholder who owns at least 20.0% of total issued and paid up capital of a company. An affiliate transaction does not require prior approval by a company’s independent shareholders. Generally such transactions include detailed information and a summary of an appraisal report regarding the transaction, and must be announced to the public within two business days from the date of the transaction, unless such transaction is exempted by prevailing regulations. An affiliate transaction may, however, be a conflict of interest transaction if such transaction creates an economic loss for a company. If the transaction is considered to be a conflict of interest transaction, then, subject to certain exemptions, it must be approved in advance by a resolution of independent shareholders, who are not involved in a conflict of interest and not affiliated with the board of directors, board of commissioners or a substantial shareholder who may have a conflict of interest. We have entered into a number of transactions with our affiliates, including the Loan Agreement, Novation Agreement, Service and Management Agreement and Marketing Agreement, which include entities for whom certain of our Directors and Commissioners are also serving in management capacities, or which we control, control us, or with whom we are under common control. Such transactions are described in “Related Party Transactions,” “Business — Plantation Management Services” and in the notes to our consolidated financial statements appearing elsewhere in this offering memorandum and were all conducted on an arm’s length basis. To the extent that these continuing transactions disclosed in this offering memorandum have not changed in a manner contrary to our interests, such transactions will be exempted from our obligation to make public disclosure or report to the OJK under Regulation IX.E.1 or obtain advance approval from our independent shareholders. We cannot guarantee that these continuing transactions would continue to be exempted. If these transactions are subject to Regulation IX.E.1 in the future, we would be obligated to make public disclosure or report to the OJK, or obtain approval from our independent shareholders. We also expect that in the future, we will enter into other transactions with related parties. The negotiation and conduct of transactions with related parties may lead to potential conflicts of interest for our management resulting in transactions on less favorable terms than those that could be obtained in arm’s length transactions. Such transactions, if entered into, could have a material adverse effect on our business, financial condition, results of operations and prospects. 25
Risks Relating to the Palm Oil Industry The prices of our products fluctuate depending primarily on international prices. The prices for our palm oil are based upon or affected by international prices for our products, primarily CPO and crude palm kernel oil. International prices for our products are affected by a number of factors outside our control, including changes in: • the supply and demand levels for our products, primarily CPO and crude palm kernel oil; • world production levels of CPO and other vegetable oils (which tend to be affected principally by global weather conditions); • world consumption and stock levels of these products; • taxes and tariffs; • government policies and programs; • weather conditions; • political instability; and • the world economy generally. As in the case of many commodity prices, CPO prices have in the past been characterized by a high degree of volatility and cyclicality. CPO prices generally follow the price trends of other vegetable oils, particularly soybean oil. According to Bloomberg, in the last five years, CPO prices (CIF Rotterdam) on the Rotterdam market have ranged from a high of U.S.$1,251 per tonne in January 2011 to a low of U.S.$498 per tonne in November 2008. Downward fluctuations in the international prices for these products could adversely affect our results of operations and financial condition. Taxes and other factors, such as Indonesian export taxes and other Government regulations, also affect the prices at which we can sell our products domestically. An over-supply of palm oil in the future may adversely affect our results of operations. During the past several years, there have been significant new plantings of palm oil plantations in Indonesia and Malaysia. As these trees reach maturity, there may be a significant increase in the production and availability of CPO, particularly in Indonesia. If there is no corresponding rise in demand for this increased supply, our pricing and thus our results of operations may be adversely affected by a decrease in prices of CPO resulting from an over-supply. Similarly, a decrease in demand due to consumer preference, competition from other oils and fats or other reasons could have a material adverse effect on our results of operations. Current and future health and consumer trends and preferences may reduce the demand for palm oil, and this may adversely affect the price and demand for our products. Palm oil is currently one of the most consumed vegetable oils worldwide, followed by soybean oil and rapeseed oil. Changes in consumer preferences and eating habits may decrease demand for vegetable oils, including palm oil, and increase demand for other types of edible oils and fats. In addition, there have been continuing efforts by health professionals and others to encourage lower daily consumption of oils and fats, which may have the effect of reducing consumption of all vegetable oils and fats, including palm oil. Further, demand for palm oil products has in the past been affected, and may in the future be affected, by campaigns led by producers of substitute oils or by consumer perceptions of the environmental sustainability of tropical oils. For example, producers of other vegetable oils, particularly soybean oil, including those in the United States, have in the past conducted campaigns against palm oil based on nutritional claims. Additionally, some environmental organizations such as Greenpeace International and the World Wide Fund for Nature (formerly, the World Wildlife Fund) have at times attempted to limit the use of palm oil in their products because of concerns that oil palm plantations result in the destruction of large areas of tropical forests and wildlife habitats, and have campaigned to promote sustainable palm oil cultivation and environmentally friendly practices on oil palm plantations. Should changes in consumer preferences and eating habits significantly decrease demand for palm oil products, whether as a result of health, environmental or other concerns, our business, financial condition and results of operations may be materially and adversely affected. Climate change, and/or the related legal, regulatory or market measures to address climate change, may negatively affect our business and operations. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural 26
disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to a decrease in production of CPO. The increasing concern over climate change also may result in more regional, domestic and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases. In the event that such regulation is enacted and is more aggressive than the sustainability measures that we are currently undertaking, we may experience significant increases in our costs of operation and delivery. Accordingly, there can be no assurance that restrictions, such as government regulations, on the expansion of the palm oil industry will not be imposed or that the demand for palm oil will not be materially and adversely affected by climate change concerns and the demand for biofuels. Government export taxes limit our ability to export our products profitably, lower domestic prices of our products and may impede our customer diversification and expansion plans. The depreciation of the Indonesian Rupiah in 1997 and early 1998 caused significant increases in the domestic price of RBD palm olein, making the export of palm oil products comparatively more profitable. As a result, in December 1997, the Government imposed an export ban on these products. This ban was fully lifted in April 1998 and replaced with an export tax. In January 2009, the export tax was replaced with export duty. The export duty is currently between 0% and 22.5%, to be determined according to a formula based on CPO prices which include, among others, the c.i.f. Rotterdam, Malaysian exchange and/or Indonesian exchange prices (the “Reference Price”) as follows: Reference Price
Export Duty
U.S.$750 or below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$750 to U.S.$800 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$800 to U.S.$850 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$850 to U.S.$900 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$900 to U.S.$950 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$950 to U.S.$1,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,000 to U.S.$1,050 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,050 to U.S.$1,100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,100 to U.S.$1,150 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,150 to U.S.$1,200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,200 to U.S.$1,250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0% 7.5% 9.0% 10.5% 12.0% 13.5% 15.0% 16.5% 18.0% 19.5% 21.0% 22.5%
High export tax rate and export restrictions discouraged Indonesian palm oil companies from exporting their products, resulting in increased domestic supply and lower domestic prices for these products. We are currently attempting to expand our customer base and have taken a minority ownership in an affiliate company which is constructing an export platform, comprising a bulking facility and a jetty, to prepare our business for the export market when we perceive the timing to be advantageous to our business. To the extent that Indonesia’s palm oil export duty remains at its current level, it may be against our economic interest to pursue these objectives and we may be forced to continue to sell our products mainly inside Indonesia at lower domestic prices. Moreover, if the Government increases the rate of the export duty, reintroduces an export ban on palm oil products or takes other similar actions, our export sales and the prices we can charge in the Indonesian market may also be adversely affected. We may be adversely affected by the imposition and enforcement of more stringent environmental regulations. We are subject to environmental regulations in Indonesia. In 2009, a new environmental law was passed which imposes several new obligations such as an environmental license, environmental audit and risk analysis and environmental compliance bonds. See “Regulatory Overview — Environmental Management.” Non-compliance with or changes in these environmental regulations could adversely affect us. Indonesian government environmental agencies have the power to examine and control our compliance with their environmental regulations, which includes the power to impose fines and revoke licenses and land rights. We believe that our operations are currently in compliance in all material respects with applicable Indonesian environmental regulations and standards. However, it is possible that Indonesian governmental agencies will adopt additional regulations that would require us to spend additional funds on environmental matters. In addition, on May 20, 2011, the Indonesian President signed a presidential decree for the implementation of a two-year moratorium on issuing new permits for conversion of natural forest and peatland. This moratorium was announced in May 2010 as part of a U.S.$1 billion Indonesia-Norway partnership agreement on reducing emissions from deforestation and degradation (known as “REDD+”). The moratorium was extended by another two years in May 2013. 27
On February 23, 2012 the government issued a significant new ancillary or implementing instrument in the form of Government Regulation No. 27 of 2012 (“GR No. 27/2012”). Under GR No. 27/2012, an environmental license (“Environmental License”) is a compulsory requirement for many companies in order to obtain a business or operations license. Under GR No. 27/2012, the requirement to obtain an Environmental Permit applies to all enterprises whose “activities/operations” require the preparation and approval of an environmental impact analysis (“AMDAL”), or environmental monitoring and management plans (“UKL-UPL”). Further, GR No. 27/2012 stipulates that any environmental document which has been approved prior to February 23, 2012, shall be declared as a valid document and deemed to be an Environmental License. Hence, each of our AMDAL and/or UKL-UPL which were issued before February 23, 2012 shall be considered as a valid Environmental License, see “Regulatory Overview — Environmental Permit.” Certain environmental groups have also alleged that various oil palm plantations in Indonesia are engaged in detrimental environmental activities. There is a risk that these groups could become increasingly active in our plantation areas and influence change to and enforcement of current environmental regulations. This may restrict the use of our landbank as intended or require us to increase spending on land preparation, thus affecting our business and results of operations. Environmental regulations in Indonesia are currently less detailed and less stringently applied than in the United States and other developed countries. It is possible that these regulations could become more stringent in the future and consequently have an adverse effect on our business and results of operations. Fluctuation in the price and supply of raw materials may affect the Group’s business Fluctuation in the price and supply of raw materials which include fertilizer and fuel may affect the Group’s business. The prices and availability of raw materials may be affected by factors such as changes in their global demand and supply, the state of the global economy, inflationary pressure, environmental regulations, tariffs, natural disasters, forest fires, weather conditions and labor unrest. Any significant fluctuation in the prices and availability of such materials may significantly increase the Group’s cost of sales, which in turn may adversely affect the Group’s business, financial condition, results of operations and prospects. Risks Relating to Indonesia Emerging markets such as Indonesia are subject to greater risks than more developed markets, and if those risks were to materialize, their consequences could disrupt our business and you could suffer a significant loss to your investment. We have historically derived substantially all of our revenue from operations in Indonesia and we anticipate that we will continue to derive substantially all of our revenue from Indonesia and other markets in Asia. These markets have historically been characterized by significant volatility, and their political, social and economic conditions can differ significantly from those in more developed economies. Specific risks that could have a material impact on our business, results of operations, cash flows and financial condition include: • political, social and economic instability; • acts of warfare, terrorism and civil conflicts; • state intervention, including tariffs, protectionism and subsidies; • regulatory, taxation and legal structure changes; • difficulties and delays in obtaining or renewing licenses, permits and authorizations; • arbitrary or inconsistent governmental action; • deficiencies in transportation, energy and other infrastructure; and • expropriation of assets. Generally, investing in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in investing in such markets. You should also note that political and related social developments in Indonesia have been unpredictable in the past, are subject to rapid change and, consequently, that the information set out in this offering memorandum may become outdated relatively quickly. If any of the risks associated with investing in emerging markets, and in Indonesia in particular, were to materialize, our business, results of operations and financial condition could be materially adversely affected, and the value of your investment could decline significantly. 28
Political and social instability in Indonesia may adversely affect us Since 1998, Indonesia has undergone significant political and social changes that have highlighted the unpredictable nature of Indonesia’s changing political landscape. As a newly democratic country, Indonesia continues to face various socio-political issues and has, from time to time, experienced political instability and social and civil unrest. Indonesia also has many political parties, without any one party winning a clear majority to date. 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, and current President Yudhoyono as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anticorruption measures, decentralization and provincial autonomy, potential increases in electricity charges and the American-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally peaceful, some turned violent. In June 2001, demonstrations and strikes affected at least 19 cities after the Government of Indonesia mandated a 30% increase in fuel prices. In October 2005, the Government of Indonesia terminated fuel subsidies on premium and regular gasoline and decreased fuel subsidies on diesel which resulted in increases in fuel prices of approximately 87.5%, 104.8% and 185.7% for premium gasoline, regular gasoline and diesel fuel, respectively. In response, several non-violent mass protests were organized in opposition to the increases in domestic fuel prices. In March 2012, thousands of protesters marched peacefully along Jakarta’s main thoroughfare to the presidential palace, to oppose the government’s plans to increase subsidized fuel prices by 33%. On June 21, 2013, the Minister for Energy and Mineral Resources announced that the price of subsidized gasoline had increased from Rp.4,500 per liter to Rp.6,500 per liter and the price of subsidized diesel had increased from Rp.4,500 per liter to Rp.5,500 per liter. There can be no assurance that the recent increase in subsidized fuel prices, or cuts in fuel subsidies in the future, will not result in political and social instability. There have also been clashes between religious and ethnic groups which have resulted in social and civil unrest in parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been clashes between supporters of separatist movements and the Indonesian military. In Papua, continued activity by separatist rebels has led to violent incidents. In recent years, the Government of Indonesia has made progress in negotiations with these troubled regions with limited success, except in the province of Aceh in which an agreement between the Government of Indonesia and the Aceh separatists were reached and peaceful local elections were held with some former separatists as candidates. In 2004, Indonesians directly elected the President, Vice-President and representatives to the Indonesian parliament for the first time in its history through proportional voting with an open list of candidates. At the lower levels of government, Indonesians have also started directly electing their respective heads and representatives of regional governments and local legislative assemblies. In April 2009, another set of elections were held in Indonesia to elect the President, Vice-President and representatives to the Indonesian parliament (including national and local representatives). On October 20, 2009, President Yudhoyono was inaugurated for his second five-year term, which will expire in October 2014. The Indonesian Constitution limits presidential tenure to two five-year terms. As a result, President Yudhoyono will not be eligible to run for president in the 2014 elections. Increased political activity can be expected in Indonesia, in part due to the upcoming presidential election in 2014, which may increase political and social uncertainty. Political and social unrest may also occur if the results of elections are disputed or unpopular. Increases in the cost of essential items or commodity prices in Indonesia may reduce our customers’ purchasing power In 2012, the annualized inflation rate in Indonesia was 4.3%, while gross domestic product per capita was Rp.33.3 million, according to BPS. According to the Ministry of Finance, the Government’s official targets for GDP growth and inflation in 2013 are 6.8% and 4.9%, respectively. Any increases in the cost of essential items or rise in commodity prices could reduce the discretionary purchasing power of our customers and lead to decreased spending on our products, which may lower our sales. Any potential increase in the cost of essential items or commodity prices may reduce the discretionary spending power of our customers, and in turn, have a material adverse effect on our business, cash flows, operational results, financial condition and prospects. Indonesia is located in an earthquake zone and is subject to significant geological and meteorological risk that could lead to social and economic instability The Indonesian archipelago is one of the most volcanically active regions in the world. It is located in the convergence zone of three major lithospheric plates and accordingly, it is subject to significant seismic activity that can lead to destructive earthquakes and tsunamis, or tidal waves that could lead to substantial economic loss 29
and social unrest. On December 26, 2004, an underwater earthquake off the coast of Sumatra released a tsunami that devastated coastal communities in Indonesia, Thailand and Sri Lanka. In Indonesia, more than 220,000 people died or were recorded as missing in the disaster and damages were estimated to be in billions of U.S. dollars. Aftershocks from the December 2004 tsunami have also claimed casualties. In September 2009, two major earthquakes struck West Java and West Sumatra, with magnitudes of 7.0 and 7.6 respectively, leading to the death of more than 600 people. On October 25, 2010, a 7.7 magnitude earthquake struck Mentawai Island, just off West Sumatra, and on October 26, 2010, Mount Merapi, located in Java, erupted. In addition to these geological events, seasonal downpours have resulted in frequent landslides and flash floods in Indonesia, including Jakarta, Sumatra and Sulawesi, displacing a large number of people and killing others. In August 2012, flash floods and a landslide triggered by torrential rains in eastern Indonesia killed at least eight people and left three others missing in Sirimau village and in the capital of Maluku province, Ambon. The Government of Indonesia has had to spend significant amounts of resources on emergency aid and resettlement efforts. However, there can be no assurance that such aid will be sufficient to aid all victims, or that it will be delivered to recipients on a timely basis. If the Government of Indonesia is unable to deliver aid to affected communities in a timely fashion, political and social unrest could result. Additionally, recovery and relief efforts may strain the Government of Indonesia’s finances and may affect its ability to meet its obligations on its sovereign debt. Any such failure on the part of the Government of Indonesia, or declaration by it of a moratorium on its sovereign debt, could potentially trigger an event of default under numerous private-sector borrowings, which may have a material adverse effect on our business, cash flows, operational results, financial condition and prospects. In addition, there can be no assurance that future geological occurrences or other natural disasters will not significantly affect the Indonesian economy. A significant earthquake or other geological disturbance in any of Indonesia’s more populated cities and financial centers could severely disrupt the Indonesian economy and undermine investor confidence, which may adversely affect our business, cash flows, operational results, financial condition and prospects. Labor activism could adversely affect Indonesian companies, including us, which in turn could adversely affect our business, financial condition, results of operations and prospects. 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 on Labor Union (the “Labor Union Law”). The Labor Union Law permits employees to form unions without employer intervention. In March 2003, the Government enacted Law No. 13 of 2003 on Labor (the “Labor Law”) which, among other things, increased the amount of severance, service and compensation payments payable to employees upon termination of employment. The Labor Law requires further implementation of regulations that may substantively affect labor relations in Indonesia. The Labor Law requires bipartite forums with participation from employers and employees and the participation of more than 50.0% 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. Under the Labor Law, employees who voluntarily resign are also entitled to payments for, among other things, (i) unclaimed annual leave and (ii) relocation expenses. Following the enactment, several labor unions urged the Indonesian Constitutional Court to declare the Labor Law unconstitutional and order the Government to revoke it. The Indonesian Constitutional Court declared the Labor Law valid except for certain provisions including (i) the right of an employer to terminate its employee who committed a serious mistake, (ii) criminal sanctions against an employee who instigates or participates in an illegal labor strike whether in the form of imprisonment of, or imposition of a monetary penalty, (iii) for labor unions in companies which have more than one labor union, the need for 50% employee representation before such labor unions are eligible to conduct negotiations with the employer, and (iv) the ability to have outsourcing arrangements with definite period employment contracts that do not contain provisions that protect outsourced employees upon the replacement of the outsourcing company. The law also set up more permissive procedures for staging strikes. As a result, we may not be able to rely on certain provisions of the Labor Law. These labor laws and regulations may make it more difficult for businesses, including our business, to maintain flexible labor policies. Labor unrest and activism in Indonesia could disrupt our operations, our suppliers or contractors and could adversely affect the financial condition of Indonesian companies in general, depressing the prices of Indonesian securities on the Indonesian stock exchanges and the value of the Rupiah relative to other currencies. There can be no assurance that labor unrest and activism in Indonesia will not occur in the future, or that any such unrest or activism will not have a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy, which, in turn, could materially and adversely affect our business, financial condition, results of operations and prospects. 30
In addition, any national or regional inflation of wages could directly and indirectly increase operating costs of our business and thus decrease our profit margin. An appreciation in the value of the Rupiah may adversely affect our financial condition and results of operations. One of the most important immediate causes of the economic crisis which began in Indonesia in the mid-1997 was the depreciation and volatility of the value of the Rupiah, as measured against other currencies, such as the U.S. dollar. Although the Rupiah has appreciated considerably from its low point of approximately Rp.17,000 per U.S. dollar in January 1998, the Rupiah continues to experience significant volatility. Changes in exchange rates have affected and may continue to affect our results of operations and cash flows. Substantially all of our sales are denominated in Rupiah with reference to U.S. dollar prices. The majority of our operating costs are denominated in Rupiah, although a significant portion of our costs, relating primarily to fertilizer and fuel, is linked to international U.S. dollar prices for the relevant products. As a result, any increase in the value of the Rupiah against the U.S. dollar may have an adverse effect on our business, results of operations and financial condition. The interpretation and implementation of legislation on regional governance in Indonesia is uncertain and may adversely affect us. During the administration of former President Soeharto, the central government controlled almost all aspects of national and regional administration. Following the end of his administration, the Government enacted a number of laws to increase regional autonomy. Under these laws, regional governments have greater powers and responsibilities over the use of national assets to create a more balanced and equitable financial relationship with the central government. The regional governments where our operations are located could adopt regulations, or interpret or implement the regional autonomy laws in a manner that adversely affects our operations. Any new regulations, and the interpretation and implementation of those new regulations, may differ materially from the current legislative and regulatory framework and its current interpretation and implementation. We may also face conflicting claims between the central government and regional governments regarding, among other things, jurisdiction over our operations and new or increased local taxes. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects. The Indonesian legal system is subject to considerable discretion and uncertainty. Indonesian legal principles and their practical implementation by Indonesian courts differ materially from those that would apply within the United States or the European Union. Indonesia’s legal system is a civil law system based on written statutes as well as judicial and administrative decisions that do not constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws 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 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 a clear articulation of the legal and factual analysis of the issues presented in a case. 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, which may render our judgments inaccurate on enforcement of certain contracts we enter into, or the consequences a development or interpretation of Indonesian laws may have on us. Such uncertainty or inaccuracy may materially and adversely affect our business, financial conditions and results of operations. Judgments of a foreign court will not be enforceable against us in Indonesia. We are a limited liability company incorporated in the Republic of Indonesia. Substantially all of our commissioners, directors and executive officers and certain of our experts named in this offering memorandum are residents of Indonesia. In addition, substantially all of our assets and the assets of our commissioners, directors, executive officers and certain of our experts are located in Indonesia. It may not be possible for purchasers of our Offering Shares to effect service of process outside Indonesia upon us or such persons, or for such purchasers to enforce judgments against us or such persons outside Indonesia. In addition, judgments obtained outside Indonesia, including judgments based, in whole or in part, on the securities 31
laws of other countries (including the federal securities laws of the United States), are not enforceable in Indonesian courts, although a judgment or order from a foreign court may, in the discretion of a court in Indonesia, be admitted as evidence of an obligation in a new proceeding filed in that Indonesian court, which will consider the issue or the evidence before it. As a result, holders of the shares may be required to pursue claims against us or such persons in Indonesia under Indonesian law. Re-examination of the issue de novo would be required before an Indonesian court in order to enforce a foreign judgment in Indonesia. The claims and remedies available under Indonesian laws 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 purchasers of our Offering Shares in the same manner or to the same extent as would courts in more developed countries. See also “— The Indonesian legal system is subject to considerable discretion and uncertainty.” Terrorist activities in Indonesia have led to substantial and continuing economic and social volatility. In recent years, there have been various bombing incidents directed toward the Government and foreign governments, as well as public and commercial buildings frequented by foreigners. In October 2002, over 200 people were killed in a bombing in Bali. In August 2003, a bomb exploded at the JW Marriott Hotel in Jakarta, killing at least 13 people and injuring 149 others. In September 2004, a car bomb exploded in front of the Australian Embassy in Jakarta, killing more than six people. In May 2005, bomb blasts in Sulawesi killed at least 21 people and injured at least 60 people. In October 2005, bomb blasts in Bali killed at least 23 people and injured at least 101 others. In July 2009, bomb blasts at the JW Marriott Hotel and Ritz-Carlton Hotel in Jakarta killed a total of nine people and wounded 53 people. In April 2011, a suspected suicide bomber attacked a mosque in Cirebon, West Java, killing himself and wounding 28 people. In September 2011, a bomb exploded in a church in Central Java, killing at least one and injuring 20 others. Indonesian, Australian and U.S. government officials have indicated that these bombings may be linked to an international terrorist organization. There can be no assurance that further terrorist acts will not occur in the future. Further terrorist acts could destabilize Indonesia and increase internal divisions within the Government as it considers responses to such instability and unrest, thereby adversely affecting investor confidence in Indonesia and the Indonesian economy, which could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, future terrorist acts may target our assets or those of our customers and our insurance policies generally do not cover terrorist attacks. Any terrorist attack, including damage to our infrastructure or that of our customers, could interrupt parts of our businesses and materially and adversely affect our financial condition, results of operations and prospects. Regional or global economic changes could materially and adversely affect the Indonesian economy and our business. The economic crisis that affected Southeast Asia, including Indonesia, from mid-1997 was characterized in Indonesia by, among other things, currency depreciation, negative economic growth, high interest rates, social unrest and extraordinary political events. These conditions had a material adverse effect on Indonesian businesses, including the failure of many Indonesian companies to meet their debt obligations. More recently, the global financial crisis, which was triggered in part by the subprime mortgage crisis in the United States, caused failures of large U.S. financial institutions and rapidly evolved into a global credit crisis. U.S. bank failures were followed by failures of a number of European banks and declines in various stock indices, as well as large reductions in the market value of equities and commodities worldwide, including in Indonesia. The world economic downturn has adversely affected the economic performance of Indonesia, resulting in declining economic growth, slowing household consumption and weakening investment due to loss of external demand and increased uncertainty in the world economy. These conditions have had a negative impact on Indonesian businesses and consumers. Volatility in oil prices and potential food shortages may also cause an economic slowdown in many countries, including Indonesia. An economic downturn in Indonesia could also lead to additional defaults by Indonesian borrowers and could have a material adverse effect on our business, financial condition, results of operations and prospects. Indonesia and other member countries of the Association of Southeast Asian Nations have been negatively affected, along with developing countries globally, by the unprecedented financial and economic conditions in developed markets. The Government continues to have a large fiscal deficit and a high level of sovereign debt. Its foreign currency reserves are modest and the banking sector is weak and suffers from relatively high levels of nonperforming loans. The current relatively high inflation rate in Indonesia may also result in less disposable income available to consumers to spend or cause consumer purchasing power to decrease. Although the Government has taken a number of responses to these unprecedented conditions with the aim of maintaining 32
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 exchange rate and other facets of the economy. Changes in the economic situation in the United States, including improvement or expectations of improvement in the U.S. economy, may also have an impact on Southeast Asia and Indonesia. Expectations of the United States Federal Reserve tapering its bond buying program on an improving economy resulted in, among other things, the weakening of equity and bond markets around the world and a number of Asian currencies including the Rupiah since May 2013. In part, in an effort to support the Rupiah, in June 2013, Bank Indonesia began raising its benchmark reference rate from a record low of 5.75% which was set in February 2012. The benchmark reference rate has since risen four times between June and September 2013 by an aggregate of 150 basis points to 7.25%. A loss of investor confidence in the financial systems of emerging and other markets or other factors, including a further deterioration of the global economic situation, may cause increased volatility in the Indonesian financial markets and a slowdown in economic growth or negative economic growth in Indonesia. Any such increased volatility or slowdown or negative growth could have a material adverse effect on our business, financial condition, results of operations and prospects. The Indonesian securities market is relatively small and the regulations governing Indonesian securities markets differ from those of other markets, which may cause the market price of the Shares to be more volatile. We have applied to list the Shares, including the Offering Shares, on the IDX. There is currently no market for the Shares. There can be no assurance that a market will develop for the Shares, or if a market does develop, that the market in the Shares will be liquid. Our Shares will not be listed on the IDX until approximately three days after the end of the allocation period for the Offering. During that period, purchasers will be exposed to movements in the price of the Shares without having the ability to dispose of purchased Shares through the IDX. Indonesian securities markets are relatively small, less liquid and relatively more volatile compared to securities markets in certain other countries which may cause the market price of the shares to fluctuate more than that of securities listed on larger global stock exchanges. Indonesian securities markets, including the IDX, have experienced substantial fluctuations in the prices of listed securities. Indonesian stock exchanges have experienced some problems which, were they to continue or recur, could affect the market price and liquidity of the securities of Indonesian companies, including the Offering Shares. These problems have included closures of exchanges, broker defaults and strikes, settlement delays, and the bombing of the IDX building. In addition, the governing bodies of Indonesian stock exchanges have from time to time imposed restrictions on trading in certain securities, short selling, limitations on price movements and margin requirements. The levels of regulation and monitoring of the Indonesian securities markets and the activities of investors, brokers and other market participants are not the same as in certain other countries. In addition, the ability to sell and settle trades on the IDX may be subject to delays. Accordingly, a holder of the Offering Shares might not be able to dispose of its Offering Shares at the prices or times that might be available in a more liquid or less volatile market. There may also be less information publicly available about Indonesian companies than is regularly made available by public companies listed on other markets. Any of these factors could adversely affect the trading price of the Offering Shares. There may be less company information available, and corporate governance standards may differ, for public companies listed on the Indonesian securities markets as compared with those listed on securities markets in other countries. OJK and the IDX are the Indonesian governmental securities regulator and Indonesian securities exchange, respectively, which are responsible for improving disclosure and other regulatory standards for the Indonesian securities markets. The IDX and OJK have different reporting standards than securities exchanges and regulatory regimes in other countries. There is a difference between the level of regulation and monitoring of the Indonesian securities markets and the activities of investors, brokers and other participants than that of markets in other developed economies. There may be less publicly available information about Indonesian companies than is regularly made available by public companies in other countries. As a result, as a shareholder you may not receive the same amount of information or receive information with the same frequency as you may for companies listed in many other countries. Corporate governance standards in Indonesia differ from those applicable in other jurisdictions in significant ways including the independence of the Board of Directors, the Board of Commissioners and the audit 33
committee, and internal and external reporting standards. Accordingly, the directors and commissioners of Indonesian companies may be more likely to have interests that conflict with the interests of shareholders in general, which may result in them taking actions that are contrary to the interests of shareholders and the company. To the extent corporate governance standards in Indonesia are not effective in preventing conflicts of interest from arising, your interests as an investor in the Company may be negatively affected. Downgrades of the credit ratings of Indonesia or Indonesian companies could materially and adversely affect us. In the late 1990s, certain rating agencies, including Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“Standard & Poor’s”) downgraded Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Government and a large number of Indonesian banks and other companies. As of October 31, 2013, Indonesia’s sovereign foreign currency long-term debt is rated “Baa3” by Moody’s, “BB+” by Standard & Poor’s and “BBB-” by Fitch Ratings, and its short-term foreign currency debt is rated “B” by Standard & Poor’s and “F3” by Fitch Ratings. These ratings reflect the respective rating agency’s assessment of the Government’s overall financial capacity and willingness to pay its obligations as they become due. Moody’s, Standard & Poor’s, Fitch Ratings and other rating agencies may downgrade the credit ratings of Indonesia or Indonesian companies. Any such downgrade 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, which could have a material adverse effect on us. Risks Relating to an Investment in Our Shares Conditions in the Indonesian securities market may affect the market price and liquidity of our Shares and the absence of a prior market in our Shares may contribute to a lack of liquidity. We have applied to list our Shares on the IDX. There is currently no market for our Shares. There can be no assurance that a market will develop for our Shares or, if a market does develop, that our Shares will be liquid. The Indonesian capital markets are less liquid and may be more volatile and have different reporting standards than markets in developed countries. Also, prices in the Indonesian capital market are typically more volatile than in such other markets. Therefore, we cannot predict whether a trading market for our Shares will develop or how liquid that market will be. The ability to sell and settle trades on the IDX may be subject to delays. In light of the foregoing, there can be no assurance that a holder of our Shares will be able to dispose of them at prices, in amounts or at times at which such holder would be able to do so in more liquid markets or at all. The sale or possible sale of a substantial number of our shares by existing shareholders in the public market following the Offering could adversely affect the price of our Shares. Upon the sale of the 1,500,000,000 Offering Shares, immediately following the Offering, we will have 9,525,000,000 Shares, of which 1,500,000,000 Shares, or approximately 15.7%, will be held by investors participating in the Offering and 8,025,000,000 Shares, or approximately 84.3%, will be held by our existing shareholders. Our Shares will be tradable on the IDX following the listing. Certain of our existing shareholders, namely PT Citra Borneo Indah, Jemmy Adriyanor and Jery Borneo Putra, are subject to restrictions on the disposal of their Shares for a period of eight months following the effective date of the registration statement with OJK, in accordance with applicable OJK regulations. See “Plan of Distribution — Lock-up Arrangements.” Our remaining existing shareholders PT Putra Borneo Agro Lestari, PT Mandiri Indah Lestari and PT Prima Sawit Borneo, shall give similar lock-up undertakings to the International Selling Agents for a period of eight months following the Offering. If, in the limited circumstances permitted under the lock-up agreements during this period or upon the expiration of the lock-up arrangement, these existing shareholders sell or are perceived as intending to sell a substantial amount of our Shares, the market price for our Shares could be adversely affected and such sales, or perceived sales, by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time and price we deem appropriate. The Offer Price of our Offering Shares may not be indicative of the prices for our Offering Shares that will prevail in the trading market, and the price of our Offering Shares may fluctuate widely. The Offer Price of our Offering Shares will be determined following a book-building process by agreement between the Lead Domestic Underwriters and us at pricing and may not be indicative of prices that will prevail in the trading market. You may not be able to resell your Shares at a price that is attractive to you. 34
The price of the Offering Shares after the Offering may fluctuate widely and may trade at prices significantly below the Offer Price, depending on many factors, including: • perceived prospects for our business and operations and the palm oil industries in general; • differences between our actual financial and operating results and those expected by purchasers and analysts; • announcements made by us in respect of the opening or acquisition of new plantations or other production facilities; • changes in analysts’ recommendations or perceptions of us or Indonesia; • changes in general economic, political, social or market conditions in Indonesia; • our involvement in litigation or other disputes or proceedings; • changes in the price of commodities, particularly CPO; • changes in prices of equity securities of foreign (particularly Asian) and emerging markets companies; and • stock market price fluctuations. Our Offering Shares may trade at prices significantly below the price of the Offering Shares. Volatility in the price of our Offering Shares may be caused by factors outside of our control, or may be unrelated or disproportionate to our results of operations. It may be difficult to assess our performance against either domestic or international benchmarks. Although it is currently intended that our Offering Shares will remain listed on the IDX, there is no guarantee of the continued listing of our Offering Shares. We cannot assure you that a holder of our Offering Shares will be able to dispose of such Offering Shares at prices or at times at which such holder would be able to do so in more liquid markets or at all. Fluctuations in the exchange rate of the Rupiah with respect to the U.S. dollar or other currencies will affect the foreign currency equivalent of the value of the Offering Shares and any dividends. Fluctuations in the exchange rates between the Rupiah and other currencies will affect the foreign currency equivalent of the Rupiah price of the Offering Shares on the IDX. Such fluctuations will also affect the amount that holders of the Offering Shares will receive in foreign currency upon conversion of (i) any cash dividends or other distributions paid in Rupiah by us on the Offering Shares, and (ii) any proceeds paid in Rupiah from any sale of the Offering Shares in a secondary trading market. See “Exchange Rate and Exchange Controls.” You may be required to complete your acquisition of the Offering Shares if the Offering is required to proceed and complete despite the occurrence of a material adverse change in international or national monetary, financial, political or economic conditions or other events in the nature of force majeure or any material adverse change in matters including our business or financial condition. Indonesian regulations permit the cancellation of the Offering only in limited circumstances. See “Plan of Distribution — Cancellation of the Offering” for a discussion of these circumstances. Accordingly, even if a material adverse change in the international or national monetary, financial, political or economic conditions or other events in the nature of force majeure, or any material adverse change in matters including our business or financial condition were to arise prior to the completion of the Offering or the listing of our shares, the Offering may still proceed and complete pursuant to the Indonesian regulations. In this situation, investors who have been allocated Offering Shares under the International Offering may be required to complete their acquisition of the Offering Shares even if such events may limit their ability to sell the shares after the Offering or cause the trading price of the shares after the Offering to be at prices significantly below the Offering Price. The net book value per share of the Offering Shares issued in this Offering is significantly less than the Offer Price, and purchasers will incur immediate and substantial dilution. The Offer Price is substantially higher than the net book value per share of the outstanding Shares issued to our existing shareholders. Therefore, purchasers of the Offering Shares will experience immediate and substantial dilution and our existing shareholders will experience a material increase in the net book value per share of the Shares they own. See “Dilution.” Purchasers’ rights to participate in any rights offerings by us could be limited, which would cause the dilution of a purchaser’s shareholding. Under BAPEPAM — LK Rule No. IX.D.1 on Pre-emptive Rights, a publicly listed company must offer its holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentage prior to the issuance of any new shares. 35
To the extent that we offer our shareholders rights to purchase or subscribe for Shares or otherwise distribute Shares to our shareholders, a shareholder may be unable to exercise such rights for the Shares unless securities laws in the jurisdiction of that shareholder are complied with. Whenever we make a pre-emptive rights or similar offering of Shares, we will evaluate the costs and potential liabilities associated with extending, and our ability to extend, such offerings into jurisdictions other than Indonesia. However, we may choose not to extend such offerings because of our inability to comply with the securities laws requirements in those jurisdictions or because no exemption from registration or filing requirements is available, in which case holders of Shares in such jurisdictions would be unable to participate in pre-emptive rights or similar offerings and would suffer dilution of their shareholdings. Consequently, we cannot assure purchasers of the Offering Shares that they will be able to maintain their proportional equity interests in the Company. Because rights issues in Indonesia generally enable participants to purchase shares at a large discount to the recent trading price, the inability to participate could cause holders of the Offering Shares material economic harm. Indonesian law contains provisions that could discourage a takeover of the Company. Under the regulations of OJK, if there is any change of control of an Indonesian publicly listed company, the new controlling party must carry out a mandatory tender offer for the remaining shares (public shares, not including shares of the majority shareholder and other controlling shareholders, if any). Under BAPEPAM-LK Regulation No. IX.H.1, a takeover of a publicly listed company is defined as an action that directly or indirectly changes the controlling party of that publicly listed company. A controlling party of a publicly listed company is defined as a person who: • owns more than 50% of the public company’s total paid-up capital; or • can determine by any means possible, directly or indirectly, the management and/or policy of the public company. Further, in order to ensure that the public continues to hold at least 20% of the equity of the publicly listed company and that there are always at least 300 shareholders, the regulations require the new controlling party to divest its shareholding in the publicly listed company to the public within two years after completion of the mandatory tender offer if, as the result of the mandatory tender offer, the new controlling party holds more than 80% of the publicly listed company’s total paid-up capital. Although such take-over provisions are intended to protect the interests of shareholders by requiring any acquisitions of shares that may involve or threaten a change in control of a company to also be extended to all shareholders on the same terms, these provisions may discourage or prevent such transactions from taking place at all. Some of our shareholders, which may include purchasers of the Offering Shares, may therefore be disadvantaged if a transaction of that kind would have allowed the sale of the Offering Shares at a price above the prevailing market price. See “Description of Share Capital.” Purchasers of the Offering Shares may be subject to limitations on minority shareholders rights The obligations under Indonesian law of the majority shareholders, commissioners and directors with respect to minority shareholders may be more limited than those in other countries. Consequently, minority shareholders may not be able to protect their interests under current Indonesian law to the same extent as in other countries. Principles of corporate law relating to such matters as the validity of corporate procedures, the fiduciary duties of our management, commissioners, directors and controlling shareholders, and the rights of our minority shareholders are governed by Law No. 40 of 2007 on Limited Liability Companies (the “Company Law”) and its accompanying regulations, OJK regulations, the rules of the IDX and our Articles of Association. Such principles of law may differ from those that would apply if we were incorporated in a jurisdiction other than Indonesia. In particular, concepts relating to the fiduciary duties of management are untested in Indonesian courts. Derivative actions brought in connection with the activities of directors and commissioners have almost never been brought on behalf of companies or been tested in Indonesian courts, and minority shareholders’ rights have only been defined since 1995 and are unproven in practice. Even if conduct was actionable under Indonesian law, the absence of judicial precedent could make prosecution of such civil proceedings considerably more difficult. Accordingly, there can be no assurance that legal rights or remedies of minority shareholders will be the same, or as extensive, as those available in other jurisdictions or sufficient to protect the interests of minority shareholders.
36
Indonesian law may operate differently from the laws of other jurisdictions with regard to the convening of, and the right of shareholders to attend and vote at, general meetings of shareholders. We are subject to Indonesian law and the continuing listing requirements of the IDX. In particular, the convening and conduct of general meetings of our shareholders will continue to be governed by Indonesian law. The procedure and notice periods in relation to the convening of general meetings of our shareholders, as well as the ability of our shareholders to attend and vote at such general meetings, may be different from those of jurisdictions outside Indonesia. For instance, our shareholders who would be entitled to attend and vote at general meetings of shareholders are, by operation of Indonesian law, those shareholders appearing in our register of shareholders on the market day immediately preceding the day, on which the notice of general meeting is issued, or record date, regardless of whether such shareholders may have disposed of their Shares following the record date and prior to the general meeting of the shareholders. In addition, investors who may have acquired their Shares after the record date but before the day of the general meeting would not be entitled to attend and vote at the general meeting. For further details on the procedure for the convening and conduct of general meetings of our shareholders under Indonesian law, please see “Description of Share Capital.” Accordingly, potential investors should note that they may be subject to procedures and rights with regards to general meetings of our shareholders that are different from those to which they may be accustomed in other jurisdictions. Our ability to pay dividends in the future will depend upon future retained earnings, financial condition, cash flows, working capital requirements and covenants in favor of our creditors. It is our policy to pay dividends. However, the amount of our future dividend payments, if any, will depend on our future retained earnings, financial condition, cash flows and working capital requirements, as well as our capital expenditures, contractual commitments and expenses incurred in connection with our plantation expansion. We cannot assure you that we will be able to pay dividends or that our board will declare dividends. We may also enter into financing agreements in the future which could further limit our ability to pay dividends, and we may incur expenses or liabilities that would reduce or eliminate the cash available for the distribution of dividends. See “Dividend Policy.” Furthermore, as a holding company, we are dependent upon the activities, as well as the revenues, of our subsidiaries. Certain of our subsidiaries have entered into facility agreements which are secured by their respective land rights, inventory and trade receivables, and which contain certain negative and financial covenants. See “Description of Material Indebtedness.” To the extent that any of these subsidiaries default on their obligations under the facility agreements, leading to foreclosure on the collateral by the lender, there would be an adverse effect upon the activities and/or revenues of those subsidiaries. The facility agreements also restrict the ability of the subsidiaries to issue dividends. Although the lender under these facilities has waived such limitation, allowing the subsidiaries to declare and distribute dividends with two weeks prior written notice to the lender and subject to compliance with the financial covenants under the relevant facility, we cannot assure you that the lender will not revoke the waiver. Any of these factors may affect the ability of our subsidiaries to pay dividends to us, which would in turn have an adverse effect on our financial condition or results of operations and hence our ability to pay dividends to our shareholders. The projections we have provided to the IDX should not be relied upon. As part of our listing application, we are required under IDX regulations to submit certain financial projections to the IDX and have been advised that the IDX may publish such projections. The IDX has informed us that they do not consider the projections as a part of the Indonesian prospectus that will be circulated to investors for the purposes of the Indonesian Offering and that it will only make the projections available to the public upon the listing of our Shares, which is after investors in the Offering have made their investment decisions. You should note that the projections that we have provided to the IDX were prepared solely for the purpose of satisfying IDX requirements and do not form a part of this offering memorandum, which is the only document you should refer to in making your investment decision. Neither we nor any of our affiliates, nor our or their respective directors, officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in the projections that we have provided to the IDX or accept any responsibility, obligation or liability in relation to such information. The projections, which have been prepared by our management, are necessarily based upon estimates and forecasts that are inherently subject to many factors including, but not limited to, business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and assumptions with 37
respect to future business decisions, which are subject to change. These factors and assumptions include, among others, those set out in “Forward-Looking Statements,” and other risks and uncertainties disclosed elsewhere in this offering memorandum. The projections also assume the success of our business strategy, which is subject to uncertainties and contingencies beyond our control. No assurance can be given that our strategy will be effective or that the anticipated benefits from our strategy will be realized in the periods for which the projections have been prepared. The projections were not prepared under accounting principles generally accepted in Indonesia or any other accounting standards or with a view towards compliance with any published guidelines regarding forecasts or the preparation and presentation of prospective financial information. The projections have also not been audited, reviewed, examined or prepared with the advice of our auditors. The reports of our auditors included in this offering memorandum relate only to our historical financial information and do not extend to the projections and should not be read to do so. You should also note that any views or terms contained in the projections that we have provided to the IDX are preliminary only and are based on assumptions and factors prevailing as at June 30, 2013, the date when we provided the projections to the IDX. The projections are therefore subject to change. However, we undertake no obligation or responsibility and do not intend to update such projections for future changes or events after the listing of our Shares. Furthermore, we do not intend to prepare or issue to the public any future projections or earnings guidance except as required under relevant law and regulations. For the reasons mentioned above, you should not rely in any way on any of our projections that are made available to or by the IDX.
38
USE OF PROCEEDS We estimate that the aggregate net proceeds we will receive from the Offering will be approximately Rp.953,180 million, based on an offer price of Rp.670 per Offering Share, after deducting underwriting fees and commissions and other estimated transaction expenses relating to the Offering (which we estimate to be Rp.51,820 million). We intend to use net proceeds from the sale of the Offering Shares being issued and sold by us in the Offering as follows: • approximately Rp.576,674 million, or approximately 60.5% of the net proceeds, to increase our investments in our subsidiaries for the development and planting of our existing landbank, acquisition of new land and the construction of new mills and supporting facilities of PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa; • approximately Rp.238,295 million, or approximately 25.0% of the net proceeds, to increase our investment in PT Mitra Mendawai Sejati, which proceeds will be used for partial or full payment of PT Mitra Mendawai Sejati’s debt; and • approximately Rp.138,211 million, or approximately 14.5% of the net proceeds, for use as working capital, in this case to purchase FFBs and fertilizer, and to finance general operation expenses in our Company and our subsidiaries. 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. Pursuant to Bapepam-LK circular letter No. SE-05/BL/2006 dated September 29, 2006 concerning Disclosure of Information Regarding the Estimated Costs for Public Offering, the costs of the Offering incurred by us is 5.2% of the total proceeds raised from the Offering. Such costs will be used as follows: • underwriting fee, selling and management fee, approximately Rp.20,100 million; • legal consultant fees, notary fees and public accountant fees, approximately Rp.24,823 million; • securities administration bureau fees, printing, advertising, public exposure, due diligence meeting, road show and other issuance fees approximately Rp.6,897 million. All costs will be borne by us. We are responsible for and shall periodically report our use of proceeds obtained from the Offering to our shareholders during our annual general meeting of shareholders and to the OJK as required by Bapepam-LK Regulation No. X.K.4. If we intend to amend our intended use of proceeds, we are required to report such proposed changes, along with an explanation thereof, to the OJK. In addition, such changes must also be approved by our shareholders at a general meeting of shareholders. The use of proceeds from the Offering must comply with applicable laws and regulations in Indonesia, including, but not limited to, provisions on affiliated transactions, conflict of interest transactions and material transactions.
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DILUTION Dilution caused by the Offering represents the amount by which the Offer Price paid by the purchasers of the Offering Shares exceeds the net book value per share after the Offering. Net book value per share represents total assets minus total liabilities divided by the total number of shares outstanding on June 30, 2013. As of June 30, 2013, our net book value per share was Rp.117 (based on 8,025,000,000 shares issued and outstanding on that date). Without taking into account any other changes in such net book value after June 30, 2013, the sale of the Offering Shares at the Offer Price of Rp.670 per share and after deduction of the underwriting discounts and commissions and estimated offer-related expenses payable by us, our pro-forma net book value as adjusted for the Offering as of June 30, 2013 would increase to Rp.1,893,194 million, or Rp.199 per share. This represents an immediate increase in net book value of Rp.82 per share to existing shareholders, and an immediate dilution of Rp.471 per Offering Share to purchasers of Offering Shares at the Offer Price. The following table illustrates dilution on a per share basis based on an Offer Price of Rp.670 per Offering Share: Offer Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net book value per share as of June 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase per share attributable to the sale of the Offering Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro-forma net book value per share as adjusted for the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dilution per share to new investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Rp.670 Rp.117 Rp.82 Rp.199 Rp.471
DIVIDEND POLICY Dividends, if any, are paid in accordance with a resolution adopted by a general meeting of shareholders upon the recommendation of the Board of Directors, which resolution must establish the amount and the payment date of the dividends. We may declare dividends in any year if we have retained positive earnings. All issued shares are entitled to share equally in such dividend or other distribution. Dividends are payable to the persons whose names are recorded in the shareholders register on the date determined by the general meeting of shareholders or by the Board of Directors pursuant to an authorization from the general meeting of shareholders and announced publicly following the general meeting of shareholders. Our Articles of Association provide that dividends unclaimed after a period of five years as of the date of payment of the dividend will be placed in a special reserve fund. However, shareholders may still exercise their rights to collect their dividends from the special reserve fund within a ten year period after the placement of the dividends in the fund by submitting evidence of their rights to the dividends that is acceptable to our Board of Directors. The actual dividend that our Board of Directors may recommend or declare in respect of any particular financial year or period will be subject to the factors outlined below as well as any other factors deemed relevant by our Board of Directors. Our current dividend policy is as follows: • in determining our dividend payout ratio in respect of any particular financial year, we will take into account our current objective to maintain and potentially increase dividend levels within our overall objective of maximizing shareholder value over the long term; • if we pay an annual dividend in respect of a financial year, the dividend would generally be declared in the second quarter of the following financial year and paid in accordance with the prevailing regulations; and • in considering the level of dividend payments, if any, upon recommendation by our Board of Directors, we intend to take into account various factors, including: 1.
the level of our cash, gearing, return on equity and retained earnings;
2.
our expected financial performance;
3.
our projected levels of capital expenditure and other investment plans;
4.
the level of dividends, if any, that we receive from our subsidiaries; and
5.
the dividend yield of similar companies and comparable plantation companies globally.
Our dividend payout ratio, beginning in the fiscal year 2013, is expected to be up to 30%, after deductions of net profits attributable to non-controlling shareholders. To the extent that we pay dividends, we may declare dividends to be approved by ordinary resolution of our shareholders at a general meeting, but are not permitted to pay dividends in excess of the amount recommended by our Board of Directors. Prior to the end of a financial year, an interim dividend may be distributed so long as it is permitted under our Articles of Association and provided that the interim dividend does not result in our net assets becoming less than the total issued and paid up capital and the compulsory reserves. If after the end of the relevant financial year, we suffer losses, the distributed interim dividend must be returned by the shareholders to us, and our Board of Directors and Board of Commissioners will be jointly and severally responsible if the interim dividend is not returned. We must pay all dividends out of our profits less the mandatory reserve funds. To the extent that we declare dividends, we anticipate that they will be declared in Rupiah. See “Description of Share Capital — Dividends.” The dividends that we may pay are unfranked with no tax credits attached. See “Taxation” for information relating to taxes payable on dividends. Our Board of Directors may, at its discretion, amend or repeal our dividend policy. Our Board of Directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends, if any, with respect to our Shares will depend on, among other things, our results of operations, retained earnings, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our Board of Directors may deem relevant. Our ability to pay dividends in the future will also depend on the activities, as well as the revenues, of our subsidiaries. In the event that there is any decline in the activities and/or the revenues of our subsidiaries, there would be a direct adverse effect upon our own revenues and hence our ability to pay dividends. See “Risk Factors — Risks Relating to An Investment in Our Shares — Our ability to pay dividends in the future will depend upon future retained earnings, financial condition, cash flows, working capital requirements and covenants in favor of our creditors.” 41
CAPITALIZATION AND INDEBTEDNESS The following table sets forth the capitalization and indebtedness of the Company as of June 30, 2013 on an actual basis and as adjusted for the sale of 1,500,000,000 Shares in this Offering. As at June 30, 2013 As adjusted (Rp. (U.S.$ ’000) millions) (U.S.$ ’000) (Unaudited)
Actual (Rp. millions)
Indebtedness Short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current maturities of long-term bank loans . . . . . . . . . . . . . . . . Long-term bank loans (excluding current maturities portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66,000 178,300
6,647 17,957
66,000 146,000
6,647 14,704
947,300
95,407
741,305
74,661
Total indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,191,600 Issued and fully paid capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,500 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,181 Difference from transactions with non-controlling parties . . . . 41,950 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,683 Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,700
120,012 80,824 1,630 4,225 4,702 3,293
953,305 952,500 819,361 41,950 46,683 32,700
96,012 95,931 82,522 4,225 4,702 3,293
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
940,014
94,674
1,893,194
190,673
Total capitalization and indebtedness . . . . . . . . . . . . . . . . . .
2,131,614
214,686
2,846,499
286,685
There has been no material adverse change in our capitalization since June 30, 2013.
42
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 system 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 second 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 the bid-offer price announced by Bank Indonesia on a daily basis. On August 14, 1997, Bank Indonesia terminated the trading band policy and permitted the exchange rate for the Rupiah to float without an announced level at which it would intervene, which resulted in a substantial subsequent 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 solely by foreign exchange markets, reflecting the interaction of supply and demand in such markets. Bank Indonesia may take measures, however, to maintain stable exchange rates. Fluctuations in the exchange rate between the Rupiah and other currencies will affect the amount in foreign currency received upon conversion of cash dividends or other distributions paid by us in Rupiah, and the Rupiah proceeds received from any sales of our Shares. For convenience purposes only, the following table shows the exchange rate of Rupiah to U.S. dollars based on Bank Indonesia’s published buying and selling rates at the end of each month during the periods indicated. No representation is made that the U.S. dollar amounts referred to herein could have been or could be converted into Rupiah, or vice versa, at the rate indicated or any other rate or at all. Exchange Rates(1) Period:
High
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . September . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . October (through October 31, 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Low
Average
Period End
8,672 9,051 9,293 8,888 8,460 8,892
9,136 9,680 10,398 9,085 8,779 9,380
9,419 10,950 9,400 8,991 9,068 9,670
9,740 9,635 9,725 9,634 9,745 9,678 9,756 9,688 9,811 9,728 9,960 9,790 10,278 9,934 10,950 10,287 11,613 10,922 11,593 11,018
9,687 9,687 9,709 9,724 9,761 9,882 10,073 10,573 11,346 11,367
9,698 9,667 9,719 9,722 9,802 9,929 10,278 10,924 11,613 11,234
9,479 12,400 12,065 9,413 9,185 9,707
Source: Statistik Ekonomi dan Keuangan Indonesia (Indonesian Financial Statistics) published monthly by Bank Indonesia (http://www.bi.go.id/web/en/Moneter/Kurs+Bank+Indonesia/Kurs+Transaksi/). Note: (1) For full years, the high and low amounts are determined, and the average shown is calculated, based upon the daily middle exchange rate announced by Bank Indonesia during the year indicated. For each month, the high and low amounts are determined, and the average shown is calculated, based upon the daily middle exchange rate announced by Bank Indonesia during the month indicated.
Solely for the convenience of the reader, unless otherwise indicated, certain Rupiah amounts in this offering memorandum have been translated to U.S. dollars based on the middle exchange rate announced by Bank Indonesia as of June 28, 2013, which was Rp.9,929 = U.S.$1.00. The Federal Reserve Bank of New York does not certify, for customs purposes, a noon buying rate for cable transfers in Rupiah. Exchange Controls Indonesia has limited exchange controls. Foreign currency is generally freely transferable 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 Rupiah from (i) banks within Indonesia to offshore banks or to an offshore branch or office of an Indonesian bank; or (ii) any investment denominated in Rupiah with foreign parties and/or Indonesian parties domiciled or 43
permanently residing outside Indonesia without underlying trade or investment reasons, both of which thereby limit offshore trading to existing sources of liquidity. In addition, Bank Indonesia has the authority to request information and data concerning foreign exchange activities of all persons and legal entities that are domiciled, or who plan to be domiciled in Indonesia for a period of at least one year. However, if the transaction is conducted via a domestic bank or domestic non-bank financial institution, the requirement to report to Bank Indonesia applies instead to the relevant domestic banks or non-bank financial institutions that carried out the transaction. The transactions that must be reported include receipts and payments through bank accounts outside of Indonesia. Purchase of Foreign Currencies Against Rupiah Through Banks Pursuant to the Bank Indonesia Regulation No. 10/28/PBI/2008 concerning the Purchase of Foreign Currency Against Rupiah Through Banks, as implemented by the Circular Letter of Bank Indonesian No. 10/42/DPD dated November 27, 2008, as further amended by Circular Letter of Bank Indonesia No. 14/11/DPM dated March 21, 2012 and Circular Letter of Bank Indonesia No. 15/3/DPM dated February 28, 2013, the conversion of Indonesian Rupiah to foreign currencies or the purchase of foreign currency in an amount exceeding U.S.$100,000 per month (or its equivalent) by any company (including the purchase of foreign currencies for derivative transactions), must be based on an underlying transaction for which foreign currencies are purchased. Furthermore, the amount of foreign currencies to be purchased must be at most equal to the nominal value of the underlying transaction. Indonesian companies purchasing foreign currencies in excess of U.S.$100,000 in a single month will be required to submit certain supporting documents to the selling bank, including among others, the relevant underlying transaction document and a duly stamped statement confirming that the underlying agreement is valid and that the foreign currency purchased will only be used for settlement of the payment obligations under the underlying agreement. For purchases of foreign currency not exceeding U.S.$100,000, such company must declare in a duly stamped letter that its aggregate foreign currency purchases do not exceed U.S.$100,000 per month in the Indonesian banking system. 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. 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. The said prohibition does not apply to transactions in which the payment or settlement of obligations in a foreign currency which have been agreed in writing. To address public concern, on December 6, 2011, the Ministry of Finance, through the Directorate General of Treasury of the Republic of Indonesia, issued a document to the public on the Interpretation of the Currency Law (“MOF Interpretation”). The MOF Interpretation explains that the Currency Law only applies to cash transactions (coins and banknotes) while excluding payments involving non-physical money transactions (uang giral) (e.g. check and letter of credit) and electronic payments. The MOF Interpretation also explains that the transaction as mentioned in Article 23 of the Currency Law can be exempt by a contractual arrangement existing or entered into either before or after the enactment of the Currency Law. However, it should be noted that the MOF Interpretation is not a legislative product and arguably may be subject to challenge. The implementing regulation for the Currency Law must be issued within one year of its effective date on June 28, 2011, and no implementing regulation has been issued as of the date of this offering memorandum other than the enactment of Bank Indonesia Regulation No.14/7/PBI/2012 concerning the management of Rupiah currency. Any violation to this requirement shall lead to a one year imprisonment and fines of up to Rp.200.0 million.
44
SELECTED CONSOLIDATED FINANCIAL INFORMATION The following tables present our selected consolidated financial information and certain operating data as of and for each of the periods presented below. The selected consolidated financial information were derived from and should be read in conjunction with our consolidated financial statements and the related notes thereto for the respective periods, which are included elsewhere in this offering memorandum. You should also read the section of this offering memorandum entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our selected consolidated financial information as of and for the years ended December 31, 2010, 2011 and 2012, and as of and for the six months ended June 30, 2013, were derived from our audited consolidated financial statements for the respective periods included elsewhere in this offering memorandum, which have been audited by Purwantono, Suherman & Surja, in accordance with auditing standards established by the IICPA, whose report is also presented elsewhere in this offering memorandum. Our selected consolidated financial information for the six months ended June 30, 2012, were derived from our unaudited consolidated financial statements for that period included elsewhere in this offering memorandum, which have been reviewed by Purwantono, Suherman & Surja in accordance with SRE 2410 established by the IICPA. A review conducted in accordance with SRE 2410 established by the IICPA is substantially less in scope than an audit conducted in accordance with auditing standards established by IICPA, accordingly as stated in their review report appearing elsewhere in this Offering Circular, Purwantono, Suherman & Surja did not audit and do not express any opinion on such unaudited financial statements. Our consolidated financial statements have been prepared in accordance with IFAS, which differs in certain significant respects from IFRS. A summary of certain principal differences between IFAS and IFRS applicable to us are discussed in “Summary of Certain Principal Differences between IFAS and IFRS.”
45
Consolidated Statements of Comprehensive Income For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
SALES . . . . . . . . . . . . . . . . . . . COST OF SALES . . . . . . . . . .
916,763 1,379,483 1,880,275 189,372 878,710 891,668 89,804 (431,161) (586,491) (891,088) (89,746) (472,406) (487,203) (49,069)
GROSS INCOME . . . . . . . . . . Selling expenses . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . Other operating income/ (expenses), net . . . . . . . . . . .
485,602 (10,425)
792,992 (17,070)
(92,325)
(169,097)
(13,743)
23,664
16,367
OPERATING INCOME . . . .
369,108
630,488
875,938
Finance income . . . . . . . . . . . . . Finance costs . . . . . . . . . . . . . . .
2,671 (59,198)
27,543 (126,892)
31,530 3,176 (142,294) (14,331)
(56,527)
(99,349)
(110,764) (11,156)
312,581
531,140
(90,060)
(153,064)
INCOME FOR THE PERIOD/YEAR . . . . . . . . .
222,521
378,075
561,695
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR AFTER THE EFFECT OF PROFORMA ADJUSTMENT . . . . . . . . . .
222,521
378,075
561,695
INCOME BEFORE CORPORATE INCOME TAX . . . . . . . . . . . . . . . . . . . CORPORATE INCOME TAX EXPENSE . . . . . . . . . .
EFFECT OF PROFORMA ADJUSTMENT Equity holders of parent entity . . . . . . . . . . . . . . . . . . . Non-controlling interest . . . . . .
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000) (Unaudited)
989,187 (25,204)
99,626 (2,538)
406,304 (11,230)
404,464 (16,522)
40,736 (1,664)
(104,413) (10,516)
(56,040)
(33,846)
(3,409)
1,648
5,051
1,487
150
88,220
344,085
355,584
35,813
17,749 (71,744)
12,985 (64,936)
1,308 (6,540)
(53,995)
(51,952)
(5,232)
290,090
303,632
30,580
(80,074)
(79,659)
(8,023)
56,571
210,016
223,973
22,558
56,571
210,016
223,973
22,558
765,173
77,064
(203,478) (20,493)
(4,446) (3,011)
(64,180) (43,102)
(136,445) (13,742) (80,406) (8,098)
(50,483) (33,916)
— —
— —
(7,456)
(107,282)
(216,851) (21,840)
(84,399)
—
—
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR, BEFORE THE EFFECT OF PROFORMA ADJUSTMENT . . . . . . . . . .
215,065
270,794
344,844
34,731
125,617
223,973
22,558
Total comprehensive income for the period/year after the effect of proforma adjustment attributable to: Equity Holders of parent entity . . . . . . . . . . . . . . . . . . . Non-controlling interest . . . . . .
219,510 3,011
334,973 43,102
473,980 87,715
47,737 8,834
176,100 33,916
180,064 43,909
18,135 4,422
222,521
378,075
561,695
56,571
210,016
223,973
22,558
215,065 —
270,794 —
337,535 7,310
33,995 736
125,617 —
180,064 43,909
18,135 4,422
215,065
270,794
344,844
34,731
125,617
223,973
22,558
Total comprehensive income for the period/year before the effect of proforma adjustment attributable to: Equity holders of parent entity . . . . . . . . . . . . . . . . . . . Non-controlling interest . . . . . .
46
Consolidated Statements of Financial Position As of December 31, 2011 2012 (Rp. (Rp. millions) millions)
2012 (U.S.$ ’000)
As of June 30, 2013 2013 (Rp. (U.S.$ millions) ’000)
81,378 4,000
137,756 4,000
416,254 4,000
41,923 403
127,168 —
12,808 —
—
2,456
15,348
1,546
8,462
852
5,313 1,291 — 25,487 3,419 833 54
75,209 8,392 301,000 71,409 6,923 1,025 127
— 8,061 — 99,053 — 1,269 1,179
— 812 — 9,976 — 128 119
— 9,595 457,226 58,707 1,648 1,321 50,744
— 966 46,050 5,913 166 133 5,111
TOTAL CURRENT ASSETS . . . . . . . . NON-CURRENT ASSETS Other receivables — related parties . . . . . Plantation assets Mature plantations (net of accumulated amortization of Rp.179,489 million in 2013; Rp.157,083 million in 2012; Rp.114,381 million in 2011; and Rp.78,296 million in 2010) . . . . . . . . Immature plantations . . . . . . . . . . . . . . . Fixed assets (net of accumulated depreciation of Rp.297,975 million in 2013; Rp.253,145 million in 2012; Rp.184,634 million in 2011; and Rp.129,418 million in 2010) . . . . . . . . . Investment in shares of stock . . . . . . . . . . Deferred tax assets, net . . . . . . . . . . . . . . . Business development project . . . . . . . . . . Other non-current assets . . . . . . . . . . . . . .
121,774
608,298
545,163
54,906
714,871
71,998
314,822
525,771
—
—
—
—
537,674 204,799
642,636 117,543
703,519 34,936
70,855 3,519
704,983 16,842
71,002 1,696
327,401 — 12,402 — 7,586
470,336 10 1,920 — 3,804
651,905 200 — 91,039 86,850
65,657 20 — 9,169 8,747
638,014 95,200 1,034 91,039 90,463
64,258 9,588 104 9,169 9,111
TOTAL NON-CURRENT ASSETS . . .
1,404,683
1,762,020
1,568,448
157,966
1,637,575
164,929
TOTAL ASSETS . . . . . . . . . . . . . . . . . . .
1,526,458
2,370,317
2,113,611
212,873
2,352,446
236,927
16,000
36,000
66,000
6,647
66,000
6,647
18,209 58,921 35,906 119,377 4,728
7,206 72,298 30,062 193,319 41,996
1 24,750 44,022 123,873 35,588
0.1 2,493 4,434 12,476 3,584
— 15,590 784 44,576 37,484
— 1,570 79 4,490 3,775
18,973 23,461 16,821
2,719 35,261 22,422
3,692 45,284 19,551
372 4,561 1,969
9,273 34,225 16,375
934 3,447 1,649
5,441
4,402
6,471
652
9,914
999
8,171
12,606
14,209
1,431
11,381
1,146
538,831
121,500
174,200
17,545
178,300
17,958
864,840
579,791
557,642
56,163
423,903
42,693
2010 (Rp. millions)
ASSETS CURRENT ASSETS Cash and cash equivalents . . . . . . . . . . . . . Restricted cash and cash equivalents . . . . Trade receivables Third parties . . . . . . . . . . . . . . . . . . . . . Other receivables Related parties . . . . . . . . . . . . . . . . . . . . Third parties . . . . . . . . . . . . . . . . . . . . . Loans to related parties . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . Refundable taxes . . . . . . . . . . . . . . . . . . . . Prepaid expenses . . . . . . . . . . . . . . . . . . . . Advances — third parties . . . . . . . . . . . . .
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loan . . . . . . . . . . . . . . . . . Trade payables Related parties . . . . . . . . . . . . . . . . . . . . Third parties . . . . . . . . . . . . . . . . . . . . . Unearned revenue . . . . . . . . . . . . . . . . . . . Taxes payable . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . Other payables Related parties . . . . . . . . . . . . . . . . . . . . Third parties . . . . . . . . . . . . . . . . . . . . . Short-term employee benefit liabilities . . . Current maturities of consumer finance liabilities . . . . . . . . . . . . . . . . . . . . . . . . Current maturities of finance lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . Current maturities of long-term bank loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL CURRENT LIABILITIES . . . .
47
As of December 31, 2011 2012 (Rp. (Rp. millions) millions)
2010 (Rp. millions)
NON-CURRENT LIABILITIES Other payables — related parties . . . . . . . Consumer finance liabilities — net of current maturities . . . . . . . . . . . . . . . . . Finance lease liabilities — net of current maturities . . . . . . . . . . . . . . . . . . . . . . . . Long-term bank loan — net of current maturities . . . . . . . . . . . . . . . . . . . . . . . . Long-term employee benefit liabilities . . . Deferred tax liabilities, net . . . . . . . . . . . .
2012 (U.S.$ ’000)
As of June 30, 2013 2013 (Rp. (U.S.$ millions) ’000)
334,355
80,854
—
—
—
—
3,320
3,857
7,585
764
2,720
274
10,390
13,805
9,496
956
4,365
440
— 1,142,500 1,038,500 104,593 11,952 18,875 24,892 2,507 10,014 12,185 9,456 952
947,300 26,440 7,704
95,407 2,663 776
TOTAL NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . .
370,030
1,272,075
1,089,928
109,772
988,529
99,560
TOTAL LIABILITIES . . . . . . . . . . . . . .
1,234,870
1,851,866
1,647,570
165,935
1,412,432
142,253
12,500 —
12,500 —
412,500 16,181
41,545 1,630
802,500 16,181
80,824 1,630
EQUITY Equity attributable to equity holders of the parent company Share capital Authorized — 32,100,000,000 shares (2012: 15,000,000,000; 2011 and 2010: 500,000 shares) at par value per share of Rp.100 (2012: Rp.100; 2011 and 2010: Rp.100,000 (full amount) per share) Issued and fully paid — 8,025,000,000 shares (2012: 4,125,000,000; 2011 and 2010: 125,000 shares) . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . Proforma capital arising from acquisition of entity under common control . . . . . . Difference transactions with noncontrolling parties . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . .
5,176
68,836
—
—
—
—
— 270,291
— 391,084
— 6,619
— 667
41,950 46,683
4,225 4,702
Non-controlling interest . . . . . . . . . . . . . .
287,967 3,621
472,420 46,031
435,300 30,741
43,841 3,096
907,314 32,700
91,380 3,293
TOTAL EQUITY . . . . . . . . . . . . . . . . . .
291,588
518,451
466,041
46,937
940,014
94,674
TOTAL LIABILITIES AND EQUITY . . . . . . . . . . . . . . . . . . . . . . . .
1,526,458
2,370,317
2,113,611
212,873
2,352,446
236,927
48
Consolidated Statement of Cash Flows For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers . . . . . 1,017,459 1,511,834 2,078,806 209,367 Cash paid to suppliers . . . . . . . . . . . (489,163) (670,566) (1,026,647) (103,399) Cash paid to employees . . . . . . . . . . (77,760) (124,152) (118,296) (11,914) Cash resulting from operations . . . . 450,536 717,115 933,863 94,054 Interest income received . . . . . . . . . 2,671 10,866 5,062 510 Payments of corporate income tax . . . . . . . . . . . . . . . . . . . . . . . . (17,166) (67,585) (296,213) (29,833) Finance cost paid . . . . . . . . . . . . . . . (72,727) (130,264) (143,521) (14,455) Other receipt, net . . . . . . . . . . . . . . . 19,452 7,284 9,471 954 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . 382,765 537,416 508,661 51,230 CASH FLOWS FROM INVESTING ACTIVITIES Payment of advance on purchase of fixed assets . . . . . . . . . . . . . . . . . . (7,465) (635) (172,429) (17,366) Additions to construction in progress . . . . . . . . . . . . . . . . . . . . (40,351) (111,342) (151,978) (15,307) Additions to immature plantations . . . . . . . . . . . . . . . . . . (44,744) (45,701) (18,518) (1,865) Acquisitions of fixed assets . . . . . . . (102,557) (45,127) (66,922) (6,740) Investment in shares of stock . . . . . — (10) (190) (19) Proceeds from disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . — 5,098 3,005 303 Receipt of loan settlement from related parties . . . . . . . . . . . . . . . . — — 301,000 30,315 Loan provided to related parties . . . — (301,000) — — Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . (195,118) (498,717) (106,033) (10,679) CASH FLOWS FROM FINANCING ACTIVITIES Cash received from/(cash provided to) to related parties . . . . . . . . . . . (122,664) (544,926) 540,274 54,414 Capital contribution received . . . . . — — 400,000 40,286 Proceeds from bank loan . . . . . . . . . 20,561 1,342,500 100,200 10,092 Repayment of bank loan . . . . . . . . . (38,500) (597,331) (121,500) (12,237) Repayment of consumer finance liabilities . . . . . . . . . . . . . . . . . . . (12,035) (13,618) (9,947) (1,002) Repayment of finance lease liabilities . . . . . . . . . . . . . . . . . . . (5,825) (17,965) (18,978) (1,911) Payments of dividend to: Equity holders of parent entity . . — (149,250) (718,390) (72,353) Non-controlling interest . . . . . . . . . . — (1,731) (295,790) (29,791) Net cash provided by/(used in) financing activities . . . . . . . . . . . . (158,463) 17,679 (124,131) (12,502) NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . 29,184 56,379 278,498 28,049 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD/ YEAR . . . . . . . . . . . . . . . . . . . . . 52,193 81,378 137,756 13,874 CASH AND CASH EQUIVALENTS AT END OF PERIOD/YEAR . . . . . . . . . . . . . 81,378 137,756 416,254 41,923
49
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000) (Unaudited)
994,779 948,328 95,511 (453,337) (527,548) (53,132) (81,361) (78,805) (7,937) 460,082 341,975 34,442 2,961 12,985 1,308 (86,801) (148,819) (14,988) (71,894) (65,599) (6,607) 4,270 802 81 308,619
(6,240)
141,343 14,235
(1,330)
(134)
(49,935)
(20,197) (2,034)
(5,010) (38,043) —
(4,707) (474) (10,743) (1,082) (95,000) (9,568)
—
—
—
— — — — (457,226) (46,050) (99,228) (589,203) (59,341)
131,174 5,581 562 — 390,000 39,279 100,200 — — (52,950) (87,100) (8,772) (3,718)
(1,748)
(176)
(6,700)
(7,959)
(802)
(189,050) (140,000) (14,100) (30,000) — — (51,044) 158,774 15,991
158,346 (289,086) (29,115)
137,756
416,254 41,923
296,102
127,168 12,808
Other Financial Information (Unaudited)
EBITDA(1) . . . . . . . . . . . . . . . . . . . EBITDA Margin(2) . . . . . . . . . . . . .
For the year ended December 31, 2010 2011 2012 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
For the six months ended June 30, 2012 2013 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000)
442,330 746,229 1,021,490 102,879 48.2% 54.1% 54.3% —
418,086 435,449 43,856 47.6% 48.8% —
Notes: (1) The term “EBITDA” refers to total comprehensive income before interest expenses, taxes, depreciation and amortization. EBITDA and related ratios presented in this offering memorandum are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, IFAS or IFRS. Further, EBITDA is not a measurement of our financial performance or liquidity under IFAS or IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFAS or IFRS or as an alternative to cash flow from operations or as a measure of our liquidity. We believe EBITDA facilitates operating performance comparisons from period to period and from company to company by eliminating potential differences caused by variations in capital structures (affecting finance costs), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), impairment and the age and book depreciation and amortization of tangible (including our mature plantations) and intangible assets (affecting relative depreciation and amortization expense). We also believe that EBITDA is a supplemental measure of our ability to meet debt service requirements. Finally, we present EBITDA and related ratios because we believe these measures are frequently used by securities analysts and investors in evaluating similar issuers. (2) EBITDA margin represents EBITDA as a percentage of sales.
The following table shows our EBITDA as derived from our total comprehensive income: 2010
Total comprehensive income for the year/period after the effect of proforma adjustment . . . . . . . . . . Plus: Finance costs . . . . . . . . . . . . . . . . Corporate income tax expenses . . . . . . . . . . . . . . . . . . Depreciation of fixed assets(1) . . . Amortization of mature plantation . . . . . . . . . . . . . . . . . EBITDA (Unaudited) . . . . . . . . . . .
For the year ended December 31, 2011 2012 2012
(Rp. millions)
(Rp. millions)
(Rp. millions)
(U.S.$ ’000)
222,521
378,075
561,695
59,198
126,892
90,060 39,752
For the six months ended June 30, 2012 2013 2013 (Rp. millions) (Unaudited)
(Rp. millions)
(U.S.$ ’000)
56,571
210,016
223,973
22,558
142,294
14,331
71,744
64,936
6,540
153,064 52,112
203,478 71,321
20,493 7,183
80,074 34,708
79,659 44,475
8,023 4,479
30,799
36,085
42,702
4,301
21,544
22,407
2,257
442,330
746,229
1,021,490
102,879
418,086
435,449
43,856
Note: (1) This consists of depreciation of fixed assets included under cost of sales and general and administration expenses.
50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the summary and the selected financial and operating data presented in “Summary Financial and Other Information” and “Selected Consolidated Financial Information,” as well as the consolidated financial statements and related notes of the Company as of and for the years ended December 31, 2010, 2011 and 2012 and as of June 30, 2013 and the six months ended June 30, 2012 and 2013 included elsewhere in this offering memorandum. The financial information presented below is derived from our audited consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 and as of and for the six months ended June 30, 2013, and from our unaudited consolidated financial statements for the six months ended June 30, 2012. Our audited consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012, and as of and for the six months ended June 30, 2013, have been audited by Purwantono, Suherman & Surja, in accordance with auditing standards established by the IICPA, whose report is also presented elsewhere in this offering memorandum. Our unaudited consolidated financial statements for the six months ended June 30, 2012, have been reviewed by Purwantono, Suherman & Surja in accordance with SRE 2410 established by the IICPA. A review conducted in accordance with SRE 2410 established by the IICPA is substantially less in scope than an audit conducted in accordance with auditing standards established by IICPA, accordingly as stated in their review report appearing elsewhere in this Offering Circular, Purwantono, Suherman & Surja did not audit and do not express any opinion on such unaudited financial statements. Our consolidated financial statements have been prepared in accordance with IFAS, which differs in certain significant respects from IFRS. A summary of certain principal differences between IFAS and IFRS applicable to us are discussed in “Summary of Certain Principal Differences between IFAS and IFRS.” Overview We are a highly efficient oil palm plantation company with an attractive age profile which we believe will deliver strong production growth in the next few years. Our FFB yield per mature hectare and oil extraction rate was 22.3 tonnes and 23.2% respectively for the year ended December 31, 2012, giving us a CPO yield per mature hectare of 5.2 tonnes, despite the low average age of our planted areas of approximately 6.91 years in 2012. The average age of our planted areas is approximately 7.39 years as of June 30, 2013. Our primary business activities are cultivating oil palm trees, harvesting the FFBs from those trees and processing FFBs to produce CPO, palm kernel and crude palm kernel oil, all of which we currently sell only in Indonesia. As of June 30, 2013, we have 11 oil palm plantations, covering 33,208 hectares of planted area which includes 32,562 hectares of mature oil palm plantations, four CPO mill facilities and one kernel crushing mill. For the year ended December 31, 2012, we produced 227,900 tonnes of CPO and 43,944 tonnes of palm kernel, compared with 176,945 tonnes of CPO and 32,447 tonnes of palm kernel for the year ended December 31, 2011. Oil palm trees reach maturity approximately three to four years after planting and are classified as “young mature” during year four through year seven. During year eight to year 20, oil palm trees are classified as “prime,” having reached the years of peak production of FFBs. From year 21 onwards, oil palm trees are classified as “old” and the production of FFBs gradually declines. As of June 30, 2013, our planted area of mature oil palm trees consisted of 14,612 hectares of “young mature” trees with ages four to seven years old and 17,951 hectares of prime trees with ages eight to 14 years old. None of our oil palm trees are classified as “old” by industry standards. As of June 30, 2013, the overall average age of our oil palm trees was approximately 7.39 years. As a result of increases in mature areas and higher yield from planted areas moving into prime age, our production of FFBs increased from 406,279 tonnes in 2010 to 619,713 tonnes in 2011 and to 715,095 tonnes in 2012, and was 308,785 tonnes in the six months ended June 30, 2013 compared to 290,850 tonnes in the six months ended June 30, 2012. In addition, our mature plantations yielded on average 22.3 tonnes of FFBs per mature hectare in 2012 despite the young average age of the oil palm trees. Over the next several years, we expect that the yields of FFBs from our plantations will continue to improve and production of FFBs will increase as more of our trees reach peak production. We currently own four palm oil mills in operation which have an aggregate processing capacity of 240 tonnes of FFBs per hour, or 1,440,000 tonnes per annum. We are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014. We plan to construct two more palm 51
oil processing mills which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. In addition, we have one kernel crushing plant in operation which has a processing capacity of 150 tonnes of palm kernel per day or approximately 45,000 tonnes per annum. Our primary product is CPO, which accounted for 90.4%, 90.2%, 93.1% and 91.4% of our sales in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Our CPO production increased from 121,725 tonnes in 2010 to 176,945 tonnes in 2011 and 227,900 tonnes in 2012 and was 95,558 tonnes in the six months ended June 30, 2013. Our average CPO extraction rate by weight (i.e. percentage of a tonne of CPO extracted per tonne of FFBs processed) was 23.2% in 2012 and 22.3% in the six months ended June 30, 2013. We also produce palm kernel and crude palm kernel oil. Our production of palm kernel increased from 24,062 tonnes in 2010 to 32,447 tonnes in 2011 and to 43,944 tonnes in 2012, and was 18,862 tonnes in the six months ended June 30, 2013. Our average palm kernel extraction rate by weight (i.e. percentage of a tonne of palm kernel extracted per tonne of FFBs processed) was 4.5% in 2012 and 4.4% in the six months ended June 30, 2013. We started producing crude palm kernel oil in December 2011 and our production of crude palm kernel oil was 3,801 tonnes in 2012 and 1,431 tonnes in the six months ended June 30, 2013. Our crude palm kernel oil extraction rate by weight (i.e. percentage of a tonne of crude palm kernel oil extracted per tonne of palm kernel processed) was 40.1% in 2012 and 40.9% in the six months ended June 30, 2013. We currently sell our products in the Indonesian domestic market only. We also manage all of the plantations and product sales and marketing of our affiliates, PT Tanjung Sawit Abadi and PT Sawit Multi Utama, for which we receive a fee in accordance with Service and Management Agreement and Marketing Agreement signed on June 30, 2013, and as of June 30, 2013, these included six oil palm plantations covering approximately 18,443 hectares of planted area and one CPO mill facility. Please see “Business — Plantation Management Services” for further details. For the year ended December 31, 2012, our sales amounted to Rp.1,880 billion (U.S.$189 million), our gross income amounted to Rp.989 billion (U.S.$100 million) and our total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity amounted to Rp.474 billion (U.S.$48 million). For the six months ended June 30, 2013, our sales amounted to Rp.892 billion (U.S.$90 million), our gross income amounted to Rp.404 billion (U.S.$41 million) and our total comprehensive income for the period after the effect of proforma adjustment attributable to equity holders of the parent entity amounted to Rp.180 billion (U.S.$18 million). Our EBITDA was Rp.1,021 billion (U.S.$103 million) in the year ended December 31, 2012 and Rp.435 billion (U.S.$44 million) in the six months ended June 30, 2013. Basis of Preparation In November 2012 and December 2012, we acquired 60.00%, 60.40%, 60.16% and 60.24% ownership interest of PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa, respectively, through the subscription of newly issued shares of PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa (the “2012 Restructuring”). See “Business — Restructuring” for further details. In connection with the 2012 Restructuring, our financial statements were prepared in a manner following the provisions of PSAK 38. Under PSAK 38, the business combination of entities under common control transactions, such as transfers of business conducted within the framework of the reorganization of the entities that are in the same group, is not a change of ownership in terms of economic substance, and as a result, the transaction does not result in a gain or loss for the group as a whole or for individual entities within the group. Since the business combination transaction of entities under common control does not result in a change in economic substance or exchange of ownership of the business, the transaction is recognized in the carrying amount based on the pooling of interest method. In applying the pooling-of-interests method, the components of the financial statements during the period when the 2012 Restructuring occurred and for other periods presented for comparison purposes are presented as if the 2012 Restructuring had already occurred since the beginning of 2010. The carrying values of the elements of those statements are the carrying amounts of the joining entity in a business combination under common control. The difference between the consideration transferred and the carrying amount of any business combination under common control transactions in equity is presented as additional paid in capital. We further increased our ownership in PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa, and PT Sawit Mandiri Lestari to 93.10%, 94.56%, 99.37% and 99.84%, respectively, on June 18, 2013. As the Company and its subsidiaries are already consolidated under the pooling-of-interests method prior to the 52
increase in ownership, our financial statements for the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2012 and 2013 have not been further restated to reflect the new additional ownership of our subsidiaries and the additional ownership of our subsidiaries have only been consolidated with effect from June 19, 2013. See “Presentation of Financial Information.” Factors Affecting Our Results of Operations Our results of operations are affected primarily by the following factors: Prices for our products Substantially all of our sales are generated from the sale of CPO, with a small minority of sales coming from the sale of palm kernel, crude palm kernel oil and FFBs. CPO is traded globally on international commodities markets and its price is generally affected by its worldwide demand and supply as well as weather conditions, government trade policies, shifts in consumption patterns, the availability and price of substitute commodities, political instability and other unforeseen circumstances. The average price of CPO has fluctuated significantly and exhibited a high degree of volatility. For example, in the last five years, average monthly CPO prices (CIF Rotterdam) on the Rotterdam market have ranged from a high of U.S.$1,251 per tonne in January 2011 to a low of U.S.$498 per tonne in November 2008. Since then, average monthly CPO prices (CIF Rotterdam) averaged between U.S.$1,248 and U.S.$992 per tonne from February 2011 to August 2012. Since then, CPO prices have decreased significantly. The average monthly CPO price (CIF Rotterdam) has fluctuated between U.S.$879 to U.S.$786 per tonne from January 1, 2013 up to August 31, 2013. We sell our CPO to customers in Indonesia under spot and forward arrangements. These sales are denominated in Rupiah with reference to U.S. dollar prices, and are priced with reference to spot market prices set at the daily PT Astra Agro Lestari auction sale conducted in Kumai, Central Kalimantan Province plus a premium for lower FFA content. Due to the high quality of our products, we are able to charge a premium above the Kumai auction price in the range of Rp.50 to Rp.75 per kilogram for CPO with a FFA content below 3.5%. Prices prevailing in the Indonesian market and our sales prices may vary from international prices due primarily to local supply and demand conditions, freight delivery costs from Indonesia to international markets and the level of export taxes in Indonesia. However, despite these factors, our prices have historically tracked the price trends in the international market. In 2013, we entered into various contracts with our customers to sell a fixed amount of CPO. Under the terms of these contracts, we are currently obligated to supply 1,500 tonnes on a weekly basis to Wilmar and 2,000 tonnes of CPO on a monthly basis and 1,000 tonnes of CPO on a weekly basis to PT SMART Tbk, in which for each delivery, the prices are determined based on the weekly or monthly average of PT Astra Agro Lestari’s Kumai CPO auction price depending on the period of delivery. All of the forward contracts shall expire at the end of December 2013. Our remaining CPO output is sold at spot prices, though we may enter into future fixed price agreements as we deem favorable. See “Business — Pricing.” Area of mature oil palm plantations and maturity profile of our plantations We begin harvesting oil palm trees only when they reach maturity, approximately three to four years after planting. However, when harvesting begins, the yield of newly mature oil palm trees is relatively low. Oil palm trees generally are most productive between years eight and 20. Once the trees are past the peak production ages, they continue to produce FFBs at slowly declining yields. The economic life span of an oil palm tree is typically approximately 25 years and can extend up to approximately 35 years for compact hybrid varieties. Therefore, both the area of mature oil palm plantations and the maturity profile of our plantations materially affect our production and yields of FFBs. As of June 30, 2013, the average age of our oil palm trees was approximately 7.39 years. The percentage of our oil palm trees at commercial production age has increased from approximately 73.4% as of December 31, 2010 to approximately 98.1% as of June 30, 2013. As of June 30, 2013, approximately 45.9% of our producing oil palm trees were still young and have yet to reach prime age. As these trees reach the early stages of peak production over the next several years, we believe that our production of FFBs and FFB yield per mature hectare will continue to increase with minimal increases in production costs or capital expenditure, barring external factors such as adverse weather changes. The remaining 1.9% of our oil palm trees as of June 30, 2013 were immature and are expected to start and gradually increase their production of FFBs as they mature. 53
We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. Yields from our plantations and extraction rates from our mills Our sales volume is primarily driven by our production volume and demand for our products. Our production volume is dependent on our FFB yield and our CPO, and to a lesser extent our palm kernel and palm kernel oil extraction rate, as well as the size of our planted areas and maturity of profile of our oil palm trees. The yield of FFBs per hectare is influenced by a variety of factors, including the quality of the oil palm seed, the soil and climatic conditions (including soil composition, fertilizing techniques, and levels of sunlight and rainfall), and the quality of the management of the plantation. Yield is also significantly influenced by the maturity of the trees, with peak production of FFBs occurring during ages eight to 20 years old. Mature oil palm trees of prime age generally produce 25 to 30 tonnes of FFBs per hectare per annum. See “Business — Oil Palm Plantations” for further information on the maturity profile of our oil palm trees. The yield of FFBs from our mature plantations has increased from 17.0 tonnes per hectare in 2010 to 22.3 tonnes per hectare in 2012 and our production of FFBs increased from 406,279 tonnes in 2010 to 715,095 tonnes in 2012. In the six months ended June 30, 2013, our plantations yielded 9.5 tonnes of FFBs per mature hectare and we produced 308,785 tonnes of FFBs, compared to a yield of 9.1 tonnes per mature hectare and 290,850 tonnes of FFBs produced for the six months ended June 30, 2012. The extraction rate of CPO and palm kernel per tonne of FFBs is influenced primarily by the quality of seeds used, maturity of the oil palm trees (and consequently the quality of the fruit they produce) and the time of harvesting and efficiency of the mill processing of the FFBs. FFBs must be harvested at the proper time of ripeness, and afterwards transported quickly to the mill for processing in order to maximize CPO extraction rates. Our CPO extraction rates by weight (i.e. percentage of a tonne of CPO extracted per tonne of FFBs processed) have increased from 22.8% in 2010 to 24.1% in 2011 due to our efforts to improve our harvesting process, minimizing oil loss at our mills and an improvement in quality of FFBs sourced from third parties. Our average CPO extraction rate reduced to 23.2% in 2012 due to an increase in trees moving from the immature stage to the young mature stage and further decreased to 22.3% for the six months ended June 30, 2013, primarily due to the higher amount of third party FFBs processed (including purchase of FFBs from third parties and related parties and tolling of third parties’ FFBs) an increase in FFBs purchased and an increase in trees moving from the immature stage to the young mature stage. Our FFBs typically have a higher CPO extraction rate compared to third party FFBs from smallholders and other smaller plantations due to our high standard of agronomy practices. We expect our reliance on third parties FFBs to reduce in the future as more of our oil palm trees reach prime production age, increasing our own FFB production. See “Business — Oil Palm Plantations — CPO and palm kernel processing.” Production costs A substantial portion of our cost of sales consists of our costs of purchase of FFBs, the costs of fertilizer and maintenance of our planted areas, direct labor costs in producing FFBs at our plantations, harvesting costs, milling costs as well as overhead costs. Our cost of purchase of FFBs from third parties was Rp.132 billion, Rp.170 billion, Rp.367 billion (U.S.$37 million) and Rp.140 billion (U.S.$14 million) for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. These costs are driven by the market prices of FFBs in the domestic market. See “— Quantitative and Qualitative Disclosure About Market Risk — Commodity Price Risk.” Our fertilizer and maintenance costs include the cost of fertilizer purchased and deployed in our plantation and other costs of maintaining our planted areas such as weeding and pruning. These costs were Rp.133 billion, Rp.146 billion, Rp.174 billion (U.S.$18 million) and Rp.70 billion (U.S.$7 million) for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. These costs are driven by the size of our matured areas and the market prices of fertilizer. See “— Quantitative and Qualitative Disclosure About Market Risk — Commodity Price Risk.” Our labor cost includes wages for daily plantation workers and harvesters, and wages of our employees at the mills, and was Rp.44 billion, Rp.84 billion, Rp.99 billion (U.S.$10 million) and Rp.53 billion (U.S.$5 million) in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Our harvesting costs include the cost of transporting our FFBs harvested and other harvesting costs with the exception of the wages of harvesters. These costs depend on the amount of FFBs harvested from our plantation and were Rp.22 billion, Rp.46 billion, Rp.46 billion (U.S.$5 million) and Rp.15 billion (U.S.$2 million) for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Our milling cost 54
includes the costs of materials used in the milling of FFBs and other costs incurred at our mills. These costs depend primarily on the amount of FFBs processed at our mills and were Rp.15 billion, Rp.30 billion, Rp.31 billion (U.S.$3 million) and Rp.13 billion (U.S.$1 million) for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Our overhead costs include indirect labor costs associated with field supervision and estate administration and was Rp.30 billion, Rp.62 billion, Rp.81 billion (U.S.$8 million) and Rp.34 billion (U.S.$3 million) in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. These costs are driven by wage rates in Indonesia which have been generally trending upward in line with inflation. Our cost of labor is also affected by the number of our employees; as we expand our business, we expect to employ additional workers on our plantations. Along with the average sales prices of our products (which are based primarily on international market prices) and our sales volume, cost of sales is the primary factor that determines our gross margin. Finance costs Our finance costs are dependent on the amount of debt we have outstanding and the applicable interest rates. Our bank borrowings, which comprise term loan facilities in the aggregate principal amount of Rp.1,192 billion and working capital facilities in the aggregate principal amount of Rp.66 billion, consist of fixed rate debt obligations bearing interest between 9.00% and 9.25% per annum as of June 30, 2013. The short-term lending rate in Indonesia is calculated based on the benchmark set by Bank Indonesia. Although Bank Indonesia changed its benchmark reference rate to a record low of 5.75% in February 2012, in June 2013, it began to raise its benchmark reference rate, raising it four times between June and September 2013 by an aggregate of 150 basis points to 7.25%. Further rate increases may continue to occur. All of our existing credit facilities with PT Bank Mandiri (Persero) Tbk (“Bank Mandiri”), except for certain of our working capital credit facilities and investment credit facilities received by PT Sawit Sumbermas Sarana and PT Mitra Mendawai Sejati from Bank Mandiri, include a provision that entitles Bank Mandiri to reset the annual fixed interest rate from time to time based on Bank Indonesia’s benchmark lending rate and the prevailing regulations applicable to Bank Mandiri. These loan facilities have been and will continue to be a significant source of our funding for our capital expenditures relating to our new plantations, mills and other facilities. See “Description of Material Indebtedness” for a description of our loan facilities. Foreign exchange movements, in particular movements of the Rupiah against the U.S. dollar Substantially all of our sales are denominated in Rupiah with reference to U.S. dollar prices. The majority of our operating costs are denominated in Rupiah, although a significant portion of our costs, relating primarily to fertilizer and fuel, is linked to international U.S. dollar prices for the relevant products. As we prepare our consolidated statements of comprehensive income in Rupiah, we therefore generally benefit when the U.S. dollar appreciates against the Rupiah and, conversely, record lower sales when the U.S. dollar depreciates against the Rupiah. See also “Risk Factors — An appreciation in the value of the Rupiah may adversely affect our financial condition and results of operation.” Capital expenditures Over the past three years, we have made significant investments to maintain our plantations, acquire landbank, cultivate new areas and increase our processing capacity for the production of CPO, palm kernel and crude palm kernel oil. In 2010, 2011 and 2012, we incurred capital expenditures of Rp.213 billion, Rp.246 billion, and Rp.273 billion (U.S.$27 million), respectively. We will need sufficient capital resources to (i) further develop and increase the planted area at PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa, (ii) increase our planted hectarage and (iii) expand our milling capacity with the construction of new mills to commensurate with our production of FFBs. Any additional future capital expenditures, if funded from future financing arrangements, may increase our indebtedness and financing costs. In addition, any significant increase in capital expenditures may also result in a higher level of depreciation, which may also affect our financial performance. See “— Capital Expenditures — Planned Capital Expenditures.” Critical Accounting Policies In preparing our financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our results of operations may differ if prepared under different assumptions or conditions. For additional information, see notes 2 and 3 to our audited consolidated financial statements included elsewhere in this offering memorandum. 55
We believe the following principal accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on the average cost method and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventory to its present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Allowance for inventory obsolescence is provided based on a review of the condition of inventories at the reporting dates. Plantation assets Plantation assets are classified as immature plantations and mature plantations. Immature plantations All costs relating to the development of the oil palm plantations for our own operations together with a portion of indirect overheads, including general and administration expenses and borrowing costs incurred in relation to loans used in financing for the development of immature plantations are capitalized until commercial production is achieved. These costs will be transferred to mature plantations starting from the commencement of commercial production. Mature plantations In general, an oil palm plantation takes about three to four years to reach maturity from the time the seedling in planted into the field. Actual time to maturity is dependent upon vegetative growth and is assessed by management. Mature plantations are stated at cost and are amortized over the 20 years starting from the commencement of commercial production. Fixed assets All fixed assets are initially recognized at cost, which comprises its purchase price and any costs directly attributable in bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent to initial recognition, fixed assets, except for land, are carried at cost less any subsequent accumulated depreciation and impairment losses. Cost includes the cost of replacing part of the fixed assets when that cost is incurred, if the recognition criteria are met. Likewise, when a major replacement is performed, its cost is recognized in the carrying amount of the fixed assets as a replacement if the recognition criteria are satisfied. All other repairs and maintenance costs that do not meet the recognition criteria are recognized in the consolidated statement of comprehensive income when incurred. Land is stated at cost and is not depreciated. Depreciation of an asset starts when it is available for use and is computed on a straight-line basis over the estimated useful lives of the assets as follows: Years
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 – 20 Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Vehicles and heavy equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of those assets. Capitalization of borrowing costs ceases when the qualifying assets are complete and ready for service. Construction in progress represents the accumulated cost of materials and other relevant costs up to date when the asset is complete and ready for service. These costs are classified to the respective fixed asset accounts when the asset has been made ready for use. 56
An item of fixed asset is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of comprehensive income in the year the asset is derecognized. The asset’s residual values, useful lives and methods of depreciation are reviewed, and adjusted prospectively if appropriate, at each financial year end. Impairment of non-financial assets We assess 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 (i.e., an intangible asset with an indefinite life, an intangible asset not yet available for use, or goodwill acquired in a business combination) is required, we make an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of the asset’s or cash generating unit’s fair value less costs to sell and its value in use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses of continuing operations, if any, are recognized in the consolidated statement of comprehensive income in those expense categories consistent with the function of the impaired asset. In assessing the value in use, the estimated net future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For assets excluding goodwill, an assessment is made at each reporting dates as to whether there is any indication that previously recognized impairment losses 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 other than goodwill is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The reversal is limited so 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. Reversal of an impairment loss is recognized in the consolidated statement of comprehensive income. 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. Impairment of financial assets We assess at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is deemed to be impaired if and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (as incurred ‘loss event’) and that the loss event has an impact on the estimated future cash flows of the financial assets or group of financial assets that can be reliably estimated We first assess individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If we determine that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, we include the asset in financial assets with similar credit risk characteristics and collectively assess them 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. We assess whether objective evidence of impairment exists individually and collectively. If there is objective evidence that an impairment loss on financial assets carried at amortized cost has been incurred, 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 financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognized in the consolidated statement of comprehensive income. Financial assets carried at amortized cost When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. 57
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred; we consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortized cost at the reversal date. The amount of reversal is recognized in the consolidated statement of comprehensive income. Financial assets carried at cost When there is objective evidence that an impairment loss has occurred, the amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset (excluding future expected credit losses that have not yet been incurred). Employees’ service entitlements The determination of the provision for employees’ service entitlements and expenses is dependent on the selection of certain assumptions used by the independent actuaries in calculating such amounts. Those assumptions include among others, discount rates, annual salary increase rate, annual employee turn-over rate, disability rate, retirement age and mortality rate. Actual results that differ from our assumptions which effects are more than 10% of the defined benefit obligations are deferred and being amortized on a straight line basis over the expected average remaining service years of the qualified employees. While we believe that its assumptions are reasonable and appropriate, significant differences in our actual results or significant changes in our assumptions may materially affect its provision and net expense for employee service entitlements. Corporate income tax Current tax expense is provided based on the estimated taxable income for the current year computed using prevailing tax rates. Prior to January 1, 2012, we presented adjustments of income tax from previous years, if any, as part of “other operating (expenses)/income” in the consolidated statement of comprehensive income. Effective on January 1, 2012, we applied PSAK No. 46 (Revised 2010), which requires adjustments of income tax from previous years, if any, to be presented as part of “Corporate income tax (expense)/benefit” in the consolidated statement of comprehensive income. Deferred tax assets and liabilities are recognized using liabilities method for temporary differences between the financial and the tax bases of assets and liabilities at each reporting date. Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused tax losses to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and carry forward of unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the benefit of the deferred tax assets to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled based on tax laws that have been enacted or substantively enacted by the end of the reporting period. The related tax effects of the provisions for and/or reversals of all temporary differences during the year, including the effect of change in tax rates, are recognized as “Income Tax Benefit/ (Expense), Deferred” and included in the determination of net profit or loss for the year, except to the extent that they relate to items previously charged or credited to equity. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Amendments to tax obligations are recorded when an assessment is received or, if appealed against by us, when the result of the appeal is determined. The additional taxes and penalty imposed through Tax Assessment Letter (“SKP”) are recognized as income or expense in the current period of the consolidated statement of comprehensive income, unless objection/appeal action is taken. If we submit the objection/appeal, the additional taxes and penalty imposed through SKP are deferred as long as they meet the asset recognition criteria. 58
Principal Income Statement Items Sales Substantially all of our sales are generated from the sale of CPO and, to a lesser extent, palm kernel. Since 2012, crude palm kernel oil has also been a minor component of our sales. In the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, our sales of CPO totaled Rp.829 billion, Rp.1,244 billion, Rp.1,751 billion (U.S.$176 million) and Rp.815 billion (U.S.$82 million), respectively, representing 90.4%, 90.2%, 93.1% and 91.4% of our total sales, respectively. Over the same periods, our total sales were Rp.917 billion, Rp.1,379 billion, Rp.1,880 billion (U.S.$189 million) and Rp.892 billion (U.S.$90 million), respectively. In 2011 and 2012, due to a surplus of FFBs that exceeded our mills’ capacity (in 2012, our commissioning mill at PT Mitra Mendawai Sejati was not yet fully operational) we sold approximately 3,410 and 1,056 tonnes of FFBs to third party customers, which accounted for Rp.5 billion and Rp.1 billion (U.S.$0.1 million), or 0.3% and 0.1%, of our sales in 2011 and 2012, respectively. The following table sets forth our sales for the periods indicated, in absolute terms and expressed as a percentage of total sales: For the year ended December 31, 2010 2011 2012 (Rp. (Rp. (Rp. (U.S.$ millions) (%) millions) (%) millions) ’000) CPO . . . . . . . . . . . . . . . . . . . . . . 828,763 Palm kernel . . . . . . . . . . . . . . . . 88,000 Crude palm kernel oil . . . . . . . . — FFBs . . . . . . . . . . . . . . . . . . . . . —
90.4 1,244,340 9.6 130,441 — — — 4,701
90.2 1,750,504 176,302 9.5 105,511 10,627 — 22,803 2,297 0.3 1,457 147
(%) 93.1 5.6 1.2 0.1
For the six months ended June 30, 2012 2013 (Rp. (Rp. (U.S.$ millions) (%) millions) ’000) (%) (Unaudited) 807,369 91.9 815,347 82,118 91.4 56,252 6.4 63,573 6,403 7.1 15,089 1.7 12,748 1,284 1.4 — — — — —
Total sales . . . . . . . . . . . . . . . . . 916,763 100.0 1,379,483 100.0 1,880,275 189,372 100.0 878,710 100.0 891,668 89,804 100.0
The following table sets forth our sales volumes for the periods indicated: For the year ended December 31, 2010 2011 2012 (tonnes)
CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,899 168,902 228,150 Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,422 29,598 30,744 Crude palm kernel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2,500 FFBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,413 1,035
For the six months ended June 30, 2012 2013
98,213 13,679 1,500 —
110,992 18,476 1,702 —
The following table sets forth our average sales prices for the periods indicated: For the year ended December 31, 2010 2011 2012 (U.S.$ per (Rp. millions per tonne) tonne)
CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Palm kernel . . . . . . . . . . . . . . . . . . . . . . . Crude palm kernel oil . . . . . . . . . . . . . . . FFBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.85 3.92 — —
7.37 4.41 — 1.38
7.67 3.43 9.12 1.41
773 346 919 142
For the six months ended June 30, 2012 2013 (U.S.$ per (Rp. millions per tonne) tonne)
8.22 4.11 10.06 —
7.35 3.44 7.49 —
740 347 754 —
Cost of sales Cost of sales consists of expenses incurred at our plantations, expenses related to the production of CPO, palm kernel at our mills, adjusted for changes in inventory of finished goods and expenses related to crude palm kernel oil at our kernel crushing facility. The principal components of our cost of sales are purchase of FFBs, fertilizer and maintenance costs, harvesting costs, milling costs, labor cost, depreciation and amortization and overhead cost. In the six months ended June 30, 2013, we also purchased 10,269 tonnes of CPO from third and related parties which supplemented our own production of CPO. Along with the average sales prices of our products (which are based primarily on international market prices) and our sales volume, cost of sales is the primary factor that determines our gross margin.
59
The following table sets forth the breakdown of our cost of sales for the periods indicated, in absolute terms and expressed as a percentage of total cost of sales:
Third party FFB purchases . . . . . . Fertilizer and maintenance . . . . . . . Labor cost . . . . . . . . . . . . . . . . . . . Harvesting cost . . . . . . . . . . . . . . . Milling cost . . . . . . . . . . . . . . . . . . Depreciation of fixed assets . . . . . . Amortization of mature oil palm plantation . . . . . . . . . . . . . . . . . . Overhead cost . . . . . . . . . . . . . . . .
For the year ended December 31, For the six months ended June 30, 2010 2011 2012 2012 2013 (Rp. (Rp. (Rp. (U.S.$ (Rp. (Rp. (U.S.$ millions) (%) millions) (%) millions) ’000) (%) millions) (%) millions) ’000) (%) (Unaudited) 131,596 29.9 169,981 27.6 367,488 37,012 40.7 172,855 37.8 140,480 14,149 36.3 133,150 30.3 145,770 23.7 174,063 17,531 19.3 112,601 24.6 69,664 7,016 18.0 44,242 10.1 84,125 13.7 99,148 9,986 11.0 50,668 11.1 53,137 5,352 13.7 21,624 4.9 46,436 7.5 45,770 4,610 5.0 16,556 3.6 14,832 1,494 3.8 14,962 3.4 29,762 4.8 31,000 3,122 3.4 14,343 3.1 13,397 1,349 3.5 33,232 7.6 41,157 6.7 60,059 6,049 6.7 28,974 6.3 39,071 3,935 10.1 30,799 30,097
7.0 6.8
36,085 62,420
5.9 10.1
42,702 80,765
4,301 8,134
4.7 8.9
21,544 39,829
4.7 8.7
22,407 34,407
2,257 3,465
5.8 8.9
Cost of production . . . . . . . . . . . . . 439,701 100.0 615,735 100.0 900,995 90,744 100.0 457,371 100.0 387,395 39,017 100.0 CPO, palm kernel and crude palm kernel oil at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . 4,725 13,266 42,510 4,281 42,510 52,416 5,279 Purchase commodities(1) . . . . . . . . — — — — — 76,291 7,684 CPO, palm kernel and crude palm kernel oil at end of the year . . . . (13,266) (42,510) (52,416) (5,279) (27,475) (28,899) (2,911) Total cost of sales . . . . . . . . . . . . . 431,161
586,491
891,088 89,746
472,406
487,203 49,069
Note: (1) Purchase commodities are costs related to the purchase of CPO from third and related parties.
Selling expenses Selling expenses consist mainly of expenses related to the transportation of our products and other expenses related to local government duties and levies. The following table sets forth our selling expenses for the periods indicated, in absolute terms and expressed as a percentage of total selling expenses: For the year ended December 31, 2010 2011 2012 (Rp. (Rp. (Rp. (U.S.$ millions) (%) millions) (%) millions) ’000) Transportation . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . .
9,289 1,136
89.1 10.9
15,202 1,868
89.1 10.9
23,344 1,859
2,351 187
For the six months ended June 30, 2012 2013 (Rp. (Rp. (U.S.$ (%) millions) (%) millions) ’000) (%) (Unaudited) 92.6 10,368 92.3 15,373 1,548 93.0 7.4 861 7.7 1,149 116 7.0
Total selling expenses . . . . . . .
10,425
100.0
17,070
100.0
25,204
2,538
100.0
11,230
100.0
16,522
1,664
100.0
General and administrative expenses General and administrative expenses consist primarily of expenses for salaries, wages and bonus, maintenance (other than maintenance related to plantations), depreciation, tax penalties and insurance, tax and permits. Due to the Restructuring, certain general and administrative expenses have been reallocated in accordance to the activity levels of each of our entities as well as to entities outside of our Group, including salaries and wages and maintenance expenses.
60
The following table sets forth our general and administrative expenses for the periods indicated, in absolute terms and expressed as a percentage of total general and administrative expenses: For the year ended December 31, 2010 2011 2012 (Rp. (Rp. (Rp. (U.S.$ millions) (%) millions) (%) millions) ’000) General and administrative expenses Insurance and permits . . . . . . . Tax penalty . . . . . . . . . . . . . . . Salaries, wages and employee compensation . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . Donations and ceremonies . . . Maintenance . . . . . . . . . . . . . . Employee benefit expense . . . Professional fees . . . . . . . . . . . Training and recruitment . . . . . Business travel . . . . . . . . . . . . Rent . . . . . . . . . . . . . . . . . . . . . Telephone, water and electricity . . . . . . . . . . . . . . . Office . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . .
(%)
For the six months ended June 30, 2012 2013 (Rp. (Rp. (U.S.$ millions) (%) millions) ’000) (%) (Unaudited)
9,231 —
10.0 —
8,471 54,154
5.0 32.0
8,180 25,739
824 2,592
7.8 24.6
2,255 20,862
4.1 37.3
4,564 2,162
460 218
13.4 6.4
36,367 6,520 3,850 13,162 4,018 2,896 612 3,052 1,579
39.4 7.0 4.1 14.3 4.4 3.1 0.7 3.3 1.7
37,550 10,956 1,787 20,000 7,107 5,058 3,837 13,516 1,338
22.2 6.5 1.1 11.8 4.2 3.0 2.3 8.0 0.8
24,999 11,262 7,650 6,206 6,189 5,440 2,545 2,153 1,735
2,518 1,134 770 625 623 548 256 217 175
23.8 10.8 7.3 5.9 5.9 5.2 2.4 2.1 1.7
11,723 5,734 349 4,614 3,147 1,349 1,251 1,214 1,972
20.9 10.2 0.6 8.2 5.6 2.4 2.2 2.2 3.5
10,089 5,404 3,048 1,482 2,451 2,219 965 973 59
1,016 544 307 149 247 223 97 98 6
29.8 16.0 9.0 4.4 7.2 6.6 2.9 2.9 0.2
593 5,039 5,406
0.6 5.5 5.9
1,941 2,381 1,001
1.1 1.4 0.6
462 436 1,417
47 44 143
0.4 0.4 1.7
224 305 1,041
0.4 0.5 1.9
215 145 69
22 15 7
0.6 0.4 0.2
10,516 100.0
56,040
100.0
33,846
3,409
100.0
92,325
100.0 169,097 100.0 104,413
Other operating income/(expense) — net Other operating income/(expense) — net consists primarily of tolling income, sale of palm kernel shell and fiber, both by-products of our palm oil mills, and palm oil cake, a by-product of our kernel crushing plant, rent income, gain/loss on foreign exchange, processing cost of tolling, inventory write-offs, gain/loss on the sale/disposal of fixed assets, impairment of fixed assets, payables write-offs and other operating expenses. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, our other operating income/ (expense) — net amounted to an expense of Rp.14 billion, an income of Rp.24 billion, an income of Rp.16 billion (U.S.$2 million) and an income of Rp.1 billion (U.S.$0.1 million), respectively. The following table sets forth the breakdown of our other operating income/(expense) — net for the periods indicated: For the year ended December 31, 2010 2011 2012 (Rp. (Rp. (Rp. (U.S.$ millions) millions) millions) ’000)
Other operating income/(expense) — net Tolling income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of palm kernel shell, fiber and palm oil cake . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rent income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gain/(loss), net . . . . . . . . . . . . . Processing cost of tolling . . . . . . . . . . . . . . . . . . . . Inventory write-off . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of fixed assets . . . . . . . . . . . . . . . . . . Loss on disposal of assets . . . . . . . . . . . . . . . . . . . Payables write-off . . . . . . . . . . . . . . . . . . . . . . . . . Recovery of impairment of fixed assets . . . . . . . . . Allowance for impairment of fixed assets . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
58 836 952 — (16,208) — — 6,268 — (4,771) (878) (13,743)
61
2,710 4,686 4,585 — — — (294) 7,210 4,771 — 3 23,664
— 9,918 3,682 6,117 — (4,454) 3,005 (30) — — — (1,871) 16,367
— 999 371 616 — (449) 303 (3) — — — (188) 1,648
For the six months ended June 30, 2012 2013 (Rp. (Rp. (U.S.$ millions) millions) ’000) (Unaudited)
—
3,791
382
2,742 2,687 4,486 — (3,647) — — — — — (1,216)
2,297 1,783 (178) (6,617) — — — — — — 411
231 180 (18) (666) — — — — — — 41
5,051
1,487
150
Finance income Finance income is interest earned on our cash deposits and loans to related parties. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, our finance income amounted to Rp.3 billion, Rp.28 billion, Rp.32 billion (U.S.$3 million) and Rp.13 billion (U.S.$1 million), respectively. Finance costs Finance costs consist primarily of interest owed on our bank loans and finance leases. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, our finance costs amounted to Rp.59 billion, Rp.127 billion, Rp.142 billion (U.S.$14 million) and Rp.65 billion (U.S.$7 million), respectively. The following table sets forth the breakdown of our finance costs for the periods indicated: For the year ended December 31, 2010 2011 2012 (Rp. (Rp. (Rp. (U.S.$ millions) (%) millions) (%) millions) ’000)
Finance costs Bank loan interest . . . . . 55,541 Finance lease interest . . 3,344 Provision fee . . . . . . . . . 314
93.8 109,309 5.6 5,312 0.5 12,270
86.1 131,122 13,206 4.2 6,649 670 9.7 4,523 456
(%)
For the six months ended June 30, 2012 2013 (Rp. (Rp. (U.S.$ millions) (%) millions) ’000) (%) (Unaudited)
92.1 63,310 4.7 3,410 3.2 5,023
88.2 59,190 5,961 4.8 2,481 250 7.0 3,266 329
91.2 3.8 5.0
59,198 100.0 126,892 100.0 142,294 14,331 100.0 71,744 100.0 64,936 6,540 100.0
Corporate income tax Corporate income tax consists of current income tax expense and deferred income tax benefits/expenses. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, our total corporate income tax amounted to an expense of Rp.90 billion, Rp.153 billion, Rp.203 billion (U.S.$20 million) and Rp.80 billion (U.S.$8 million), respectively. The following table sets forth the breakdown of our corporate income tax for the periods indicated: For the year ended December 31, For the six months ended June 30, 2010 2011 2012 2012 2013 (Rp. millions) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Unaudited)
The Company Current tax expense . . . . . . . Deferred tax (benefit)/ expense . . . . . . . . . . . . . . .
78,609
112,796
1,790
1,572
80,399
114,368
126,630
12,754
49,731
43,677
4,399
7,626 2,036
27,616 11,080
71,178 5,670
7,169 571
24,555 5,788
36,464 (482)
3,673 (49)
9,661
38,696
76,848
7,740
30,343
35,982
3,624
86,234
140,412
204,287
20,575
75,076
82,445
8,304
Subsidiaries Current tax expense . . . . . . . Deferred tax expense . . . . . . Consolidated Current tax expense . . . . . . . Deferred tax (benefit)/ expense . . . . . . . . . . . . . . .
3,826
12,652
90,060
153,064
133,109 (6,479)
(809) 203,478
13,406 (653)
(82) 20,493
50,521 (789)
45,981 (2,304)
4,999
(2,786)
80,075
79,659
4,631 (232)
(281) 8,023
Total comprehensive income for the period/year after the effect of proforma adjustment Total comprehensive income for the period/year after the effect of proforma adjustment represents our consolidated net income for us and our subsidiaries for such periods as if the Restructuring had been completed as of January 1, 2010. Effect of proforma adjustment Effect of proforma adjustment represents the net income of our subsidiaries in those periods prior to the Restructuring. Under IFAS, this is deducted from our total comprehensive income after the effect of proforma adjustment to derive our total comprehensive income before the effect of proforma adjustment for those years/periods. 62
Total comprehensive income for the period/year before the effect of proforma adjustment Total comprehensive income for the period/year before the effect of proforma adjustment represents our net income that consolidates the net income of our subsidiaries from the date of the Restructuring. As such, the total comprehensive income for the years ended December 31, 2010 and 2011 represents the net income of the Company only, and the total comprehensive income for the year ended December 31, 2012 represents the net income of the Company and the net income of our subsidiaries from the date of their acquisitions, respectively. As a result, our total comprehensive income before the effect of proforma adjustment for the years ended December 31, 2010, 2011 and 2012 are not directly comparable with each other, and we have therefore not discussed the changes in total comprehensive income before the effect of proforma adjustment in “— Results of Operations” below. Total comprehensive income for the period/year after the effect of proforma adjustment attributable to non-controlling interests Total comprehensive income for the period/year after the effect of proforma adjustment attributable to noncontrolling interests represents the interests of minority shareholders in the operating results of our non-wholly owned subsidiaries. We acquired 60.00%, 60.40%, 60.16% and 60.24% of our subsidiaries PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa in 2012, and pursuant to PSAK No. 38, our financial statements are presented as if the acquisitions were completed in 2010 using the pooling-of-interest method. On June 18, 2013, we increased our shareholding in our subsidiaries PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa to 93.10%, 94.56%, 99.84% and 99.37%, respectively. However, as our subsidiaries were already under our control at that time, we are not allowed to restate the consolidated financial statements in prior years/periods to reflect our new shareholding in our subsidiaries in accordance with IFAS. See “Presentation of Financial Information.” As such, we expect our net income attributable to non-controlling interests will decrease going forward.
63
Results of Operations The following table sets forth, for the periods indicated, certain items derived from our consolidated statements of comprehensive income: For the year ended December 31, For the six months ended June 30, 2010 2011 2012 2012 2013 (Rp. millions) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Unaudited)
SALES . . . . . . . . . . . . . . . . . COST OF SALES . . . . . . . .
916,763 (431,161)
189,372 (89,746)
878,710 (472,406)
891,668 (487,203)
89,804 (49,069)
GROSS INCOME . . . . . . . . Selling expenses . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . Other operating income/ (expense) — net . . . . . . . .
485,602 (10,425)
792,992 (17,070)
989,187 (25,204)
99,626 (2,538)
406,304 (11,230)
404,464 (16,522)
40,736 (1,664)
(92,325)
(169,097)
(104,413)
(10,516)
(56,040)
(33,846)
(3,409)
(13,743)
23,664
16,367
1,648
5,051
1,487
150
OPERATING INCOME . . .
369,108
630,488
875,938
88,220
344,085
355,584
35,813
OTHER INCOME/ (EXPENSES) Finance income . . . . . . . . . . . Finance costs . . . . . . . . . . . . .
2,671 (59,198)
27,543 (126,892)
31,530 (142,294)
3,176 (14,331)
17,749 (71,744)
12,985 (64,936)
1,308 (6,540)
Other expenses, net . . . . . . . .
(56,527)
(99,349)
(110,764)
(11,156)
(53,995)
(51,952)
(5,232)
312,581
531,140
765,173
77,065
290,090
303,632
30,580
(86,234)
(140,412)
(204,287)
(20,575)
(75,076)
(82,445)
(8,303)
INCOME BEFORE CORPORATE INCOME TAX . . . . . . . . . . . . . . . . . CORPORATE INCOME TAX Current tax expense . . . . . . . . Deferred tax benefit/ (expense) . . . . . . . . . . . . . .
1,379,483 1,880,275 (586,491) (891,088)
(3,826)
(12,652)
(4,999)
2,786
(90,060)
(153,064)
(203,478)
809
(20,493)
81
(80,074)
(79,659)
(8,023)
281
INCOME FOR THE YEAR/PERIOD . . . . . . . .
222,521
378,075
561,695
56,571
210,016
223,973
22,558
TOTAL COMPREHENSIVE INCOME FOR THE YEAR/PERIOD AFTER THE EFFECT OF PROFORMA ADJUSTMENT ATTRIBUTABLE TO: Equity holders of parent company . . . . . . . . . . . . . . Non-controlling interest . . . .
219,510 3,011
334,973 43,102
473,980 87,715
47,737 8,834
176,100 33,916
180,064 43,909
18,135 4,422
222,521
378,075
561,695
56,571
210,016
223,973
22,558
Six months ended June 30, 2013 compared to six months ended June 30, 2012 Sales Our sales increased by 1.5% from Rp.879 billion in the six months ended June 30, 2012 to Rp.892 billion (U.S.$90 million) in the six months ended June 30, 2013, due primarily to an increase in the sales volume of CPO and palm kernel, partially offset by a decrease in the average sales price of CPO and palm kernel. Our sales of CPO increased by 1.0% from Rp.807 billion in the six months ended June 30, 2012 to Rp.815 billion (U.S.$82 million) in the six months ended June 30, 2013 and our sales of palm kernel increased by 13.0% from Rp.56 billion in the six months ended June 30, 2012 to Rp.64 billion (U.S.$6 million) in the six months ended June 30, 2013. The increase in sales of CPO was primarily a result of a higher sales volume due to purchase of CPO from related parties and third parties to supplement our own production, partially offset by a decrease in our average sales price of CPO from Rp.8.22 million per tonne in the six months ended June 30, 2012 to Rp.7.35 million (U.S.$740) per tonne in the six months ended June 30, 2013. The increase in sales of palm kernel 64
was primarily a result of an increase in sales volume, partially offset by a decrease in average sales price of palm kernel from Rp.4.11 million per tonne in the six months ended June 30, 2012 to Rp.3.44 million (U.S.$347) per tonne in the six months ended June 30, 2013. Cost of sales Our cost of sales increased by 3.1% from Rp.472 billion in the six months ended June 30, 2012 to Rp.487 billion (U.S.$49 million) in the six months ended June 30, 2013, due primarily to an increase in depreciation of fixed assets, CPO purchased from related parties and third parties, and labor cost, partially offset by a decrease in fertilizer and maintenance costs due to a decrease in the unit price of fertilizer and a decrease in the amount of fertilizer used as we postponed the application of fertilizer in the six months ended June 30, 2013 due to bad weather, as well as a decrease in overhead costs, and third party FFB purchases. Gross income As a result of the foregoing, our gross income decreased by 0.5% from Rp.406 billion in the six months ended June 30, 2012 to Rp.404 billion (U.S.$41 million) in the six months ended June 30, 2013. Our gross income margin in the six months ended June 30, 2013, calculated as gross income as a percentage of sales, was 45.4%, compared to 46.2% in the six months ended June 30, 2012. Selling expenses Our selling expenses increased by 47.1% from Rp.11 billion in the six months ended June 30, 2012 to Rp.17 billion (U.S.$2 million) in the six months ended June 30, 2013, due primarily to higher per unit and aggregate transportation expenses and an increase in local government duties and levies resulting primarily from overall higher sales volume and increase in fuel cost. General and administrative expenses Our general and administrative expenses decreased by 39.6% from Rp.56 billion in the six months ended June 30, 2012 to Rp.34 billion (U.S.$3 million) in the six months ended June 30, 2013, due primarily to a decrease in tax penalties paid from Rp.21 billion in the six months ended June 30, 2012 to Rp.2 billion (U.S.$0.2 million) in the six months ended June 30, 2013, which are related to late payments of corporate income tax from prior periods. Other operating income/(expense) — net Our other operating income/(expense) — net decreased by 70.6% from Rp.5 billion in the six months ended June 30, 2012 to Rp.1 billion (U.S.$0.1 million) in the six months ended June 30, 2013, due primarily a decrease in foreign exchange gain, processing cost of tolling recognized in the six months ended June 30, 2013, partially offset by tolling income recognized in the six months ended June 30, 2013 and an inventory-write off recognized in the six months ended June 30, 2012. We entered into a tolling arrangement in the six months ended June 30, 2013 as we had extra mill capacity due to the completion of the Selangkun mill in February 2013 and as a result of seasonal low production of FFBs in the first half of the year. Operating income As a result of the foregoing, our operating income increased by 3.3% from Rp.344 billion in the six months ended June 30, 2012 to Rp.356 billion (U.S.$36 million) in the six months ended June 30, 2013. Finance income Our finance income decreased by 26.8% from Rp.18 billion in the six months ended June 30, 2012 to Rp.13 billion (U.S.$1 million) in the six months ended June 30, 2013, due primarily to a decrease in interest from loans to related parties as a result of repayment of these loans, partially offset by an increase in income earned on cash deposits. Finance costs Our finance costs decreased by 9.5% from Rp.72 billion in the six months ended June 30, 2012 to Rp.65 billion (U.S.$7 million) in the six months ended June 30, 2013, due primarily to a decrease in interest expenses resulting from a decrease in finance lease and bank loan balances.
65
Corporate income tax Our corporate income tax remained relatively stable from Rp.80 billion in the six months ended June 30, 2012 to Rp.80 billion (U.S.$8 million) in the six months ended June 30, 2013. Total comprehensive income for the period after the effect of proforma adjustment attributable to equity holders of the parent entity As a result of the foregoing, total comprehensive income for the period after the effect of proforma adjustment attributable to equity holders of the parent entity increased by 2.3% from Rp.176 billion in the six months ended June 30, 2012 to Rp.180 billion (U.S.$18 million) in the six months ended June 30, 2013. Year ended December 31, 2012 compared to year ended December 31, 2011 Sales Our sales increased by 36.3% from Rp.1,379 billion in 2011 to Rp.1,880 billion (U.S.$189 million) in 2012, due to increases in sales of CPO, partially offset by a decrease in sales of palm kernel. Our sales of CPO increased by 40.7% from Rp.1,244 billion in 2011 to Rp.1,751 billion (U.S.$176 million) in 2012 while our sales of palm kernel decreased by 19.1% from Rp.130 billion in 2011 to Rp.106 billion (U.S.$11 million) in 2012. The increase in sales of CPO was primarily a result of a higher sales volume due to increased production of FFBs as the maturity profile of our oil palm trees moved into prime production years. Our sales quantity of CPO increased by 35.1% to 228,150 tonnes in 2012 as compared to 168,902 tonnes in 2011. In addition, our average sales price of CPO increased from Rp.7.37 million per tonne in 2011 to Rp.7.67 million (U.S.$773) per tonne in 2012. We managed to increase our average sales price of CPO despite the general decrease in the price of CPO in the global market as we managed to lock in sales of 45,000 tonnes of CPO at the price of U.S.$900 per tonne through a forward contract with PT Asian Agri in 2012. The decrease in sales of palm kernel was primarily a result of the decrease in our average sales price of palm kernel, partially offset by a small increase in our sales volume from 29,598 tonnes in 2012 to 30,744 tonnes in 2013. Our average sales price of palm kernel decreased from Rp.4.41 million per tonne in 2011 to Rp.3.43 million (U.S.$346) per tonne in 2012, in line with the decrease in price of palm kernel in the global market. Our sales volume of palm kernel did not increase substantially despite a 35.4% increase in our production of palm kernel as we diverted some of our production of palm kernel into the production of crude palm kernel oil as we completed our kernel crushing plant in 2011 to take advantage of the higher margin in crude palm kernel oil compared to palm kernel. Cost of sales Our cost of sales increased by 51.9% from Rp.586 billion in 2011 to Rp.891 billion (U.S.$90 million) in 2012 due primarily to an increase in the volume of CPO produced and sold in 2012 compared to 2011 which required increased volumes of FFB to be processed from our own production, an increase in purchases from related parties and third parties, increase in per unit and aggregate costs of fertilizer due to a increase in matured area and an increase in depreciation of fixed assets. Our purchase of FFBs increased by 116.2% from Rp.170 billion in 2011 to Rp.367 billion (U.S.$37 million) in 2012 as a result of an increase in volume of FFBs purchased which increased from 119,268 tonnes in 2011 to 267,207 tonnes in 2012 in order to fill up the capacity of PKS Suayap, which was only completed in November 2011. Gross income As a result of the foregoing, our gross income increased by 24.7% from Rp.793 billion in 2011 to Rp.989 billion (U.S.$100 million) in 2012. Our gross income margin in 2012 was 52.6%, compared to 57.5% in 2011. Selling expenses Our selling expenses increased by 47.6% from Rp.17 billion in 2011 to Rp.25 billion (U.S.$3 million) in 2012, due primarily to an increase in per unit and aggregate transportation expenses resulting primarily from higher sales volumes. General and administrative expenses Our general and administrative expenses decreased by 38.3% from Rp.169 billion in 2011 to Rp.104 billion (U.S.$11 million) in 2012, due primarily to a decrease in salaries, wages and bonus expenses as a result of adjustments of variable components in our management incentive and bonus schemes, a decrease in tax penalties paid from Rp.54 billion in 2011 to Rp.26 billion (U.S.$3 million) in 2012, which are related to late payments of corporate income tax from prior periods, and a decrease in maintenance expense and business travel expense. 66
Other operating income/(expense) — net Our other operating income decreased from Rp.24 billion in 2011 to Rp.16 billion (U.S.$2 million) in 2012, due primarily to a one-time recovery of impaired assets of Rp.5 billion and a payables write-off of Rp.7 billion recognized in 2011, both which did not reoccur in 2012, as well as an inventory write off of Rp.4 billion (U.S.$0.4 million) recognized in 2012, partially offset by an increase in sales of palm kernel shells, fiber and palm oil cake from Rp.3 billion in 2011 to Rp.10 billion (U.S.$1 million) in 2012, and a gain on sale of fixed assets of Rp.3 billion (U.S.$0.3 million) recognized in 2012. Operating income As a result of the foregoing, our operating income increased by 38.9% from Rp.630 billion in 2011 to Rp.876 billion (U.S.$88 million) in 2012. Finance income Our finance income increased by 14.5% from Rp.28 billion in 2011 to Rp.32 billion (U.S.$3 million) in 2012, due primarily due to an increase in interest from loans to affiliated parties, partially offset by a decrease in interest from deposits. Finance costs Our finance costs increased by 12.1% from Rp.127 billion in 2011 to Rp.142 billion (U.S.$14 million) in 2012, due primarily to an increased drawdown of working capital facilities, bank loans and finance leases. Corporate income tax Our corporate income tax increased by 32.9% from Rp.153 billion in 2011 to Rp.203 billion (U.S.$20 million) in 2012, due primarily to an increase in current tax expenses as a result of increased income, partially offset by a slight increase in deferred tax assets as compared to an increase in deferred tax liabilities in 2011. Total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity As a result of the foregoing, our total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity increased by 41.5% from Rp.335 billion in 2011 to Rp.474 billion (U.S.$48 million) in 2012. Year ended December 31, 2011 compared to year ended December 31, 2010 Sales Our sales increased by 50.5% from Rp.917 billion in 2010 to Rp.1,379 billion in 2011, due to increases in both the average selling price and volume of CPO and palm kernel sold. Our sales of CPO increased by 50.1% from Rp.829 billion in 2010 to Rp.1,244 billion in 2011 and our sales of palm kernel increased by 48.2% from Rp.88 billion in 2010 to Rp.130 billion in 2011. The increase in sales of both CPO and palm kernel was primarily a result of higher sales volume due to increased production of FFBs as the maturity profile of our oil palm trees moved into prime production years, as well as an increase in our average sales price of CPO from Rp.6.85 million per tonne in 2010 to Rp.7.37 million per tonne in 2011, and an increase in our average sales price of palm kernel from Rp.3.92 million per tonne in the year ended December 31, 2010 to Rp.4.41 million per tonne in the year ended December 31, 2011. Our sales quantity of CPO increased by 39.7% to 168,902 tonnes in 2011 compared to 120,899 tonnes in 2010 and our sales quantity of palm kernel increased by 32.0% to 29,598 tonnes in 2011 as compared to 22,422 tonnes in 2010. Cost of sales Our cost of sales increased by 36.0% from Rp.431 billion in 2010 to Rp.586 billion in 2011 primarily as a result of an increase in unit price of FFBs that we purchased from third and related parties, an increase in labor cost, an increase in harvesting costs and an increase in overhead cost attributable to the expansion in our scale of operations and increase in matured area. Gross income As a result of the foregoing, our gross income increased by 63.3% from Rp.486 billion in 2010 to Rp.793 billion in 2011. Our gross income margin in 2011 was 57.5%, compared to 53.0% in 2010. 67
Selling expenses Our selling expenses increased by 63.7% from Rp.10 billion in 2010 to Rp.17 billion in 2011, due primarily to an increase in per unit and aggregate transportation expenses and an increase in local government duties and levies as a result of higher sales volumes of CPO produced. General and administrative expenses Our general and administrative expenses increased by 83.2% from Rp.92 billion in 2010 to Rp.169 billion in 2011, primarily attributable to increases in insurance, tax and permits as a direct consequence of a one-time tax penalty of Rp.54 billion recognized in 2011 related to late payments of corporate income tax from prior periods, and an increase in business travel. Other operating income/(expense) — net Our other operating income/(expense) — net changed from an expense of Rp.14 billion in 2010 to an income of Rp.24 billion in 2011, primarily attributable to an increase in sales of palm kernel shells, an increase in foreign exchange gains, an increase in rent income, an inventory write-off of Rp.16 billion recognized in 2010 which did not reoccur in 2011 and recovery of impairment assets of Rp.5 billion recognized in 2011 in which the impairment was recognized in 2010. Operating income As a result of the foregoing, our operating income increased by 70.8% from Rp.369 billion in 2010 to Rp.630 billion in 2011. Finance income Our finance income increased from Rp.3 billion in 2010 to Rp.28 billion in 2011, due primarily to increasing interest income earned on increased cash deposits and loans made to affiliated parties. Finance costs Our finance costs increased by 114.3% from Rp.59 billion in 2010 to Rp.127 billion in 2011, due primarily to higher interest payments as a direct result of utilizing more working capital facilities and an increase in bank loans. Corporate income tax Corporate income tax increased by 70.0% from Rp.90 billion in 2010 to Rp.153 billion in 2011, due primarily to an increase in current tax expenses as a result of increased taxable income, and an increase in deferred tax liabilities. Total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity As a result of the foregoing, our total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity increased by 52.6% from Rp.220 billion in 2010 to Rp.335 billion in 2011. Liquidity and Capital Resources In the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, we have financed our capital requirements through cash flows from our operations and long-term debt from bank loans. Cash flow As of June 30, 2013, our cash and cash equivalents amounted to Rp.127 billion (U.S.$13 million), and, as of the date of this offering memorandum, we believe we have sufficient liquidity and capital resources to meet our working capital needs.
68
The following table sets forth certain information about our cash flows during the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2012 and 2013: 2010
Year ended December 31, 2011 2012
Six months ended June 30, 2012 2013
(Rp. millions) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Unaudited)
Net cash provided by operating activities . . . . Net cash used in investing activities . . . . . . . . . . . . Net cash provided by/ (used in) financing activities . . . . . . . . . . . . Net increase in cash and cash equivalents . . . . . . Cash and cash equivalents at beginning of year . . . Cash and cash equivalents at end of year/period . .
382,765
537,416
508,661
51,230
308,619
141,343
14,235
(195,118)
(498,717)
(106,033)
(10,679)
(99,228)
(589,203)
(59,341)
(158,463)
17,679
(124,131)
(12,502)
(51,044)
158,774
15,991
29,184
56,379
278,498
28,049
158,346
(289,086)
(29,115)
52,193
81,378
137,756
13,874
137,756
416,254
41,923
81,378
137,756
416,254
41,923
296,102
127,168
12,808
Cash from operating activities and proceeds from bank loans have been our primary sources of liquidity over the past three financial years. Our main uses of funds have been to make capital expenditures relating to our new plantations, mills and other facilities. Six months ended June 30, 2013 As of June 30, 2013, we had cash and cash equivalents of Rp.127 billion (U.S.$13 million), a decrease of Rp.289 billion, from Rp.416 billion as of December 31, 2012. Our net cash provided by operating activities decreased by Rp.168 billion, or 54.3%, to Rp.141 billion (U.S.$14 million) in the six months ended June 30, 2013, compared to Rp.309 billion in the six months ended June 30, 2012. This decrease was primarily due to an increase in corporate income tax payment of Rp.62 billion, or 71.4%, from Rp.87 billion in the six months ended June 30, 2012 to Rp.149 billion (U.S.$15 million) in the six months ended June 30, 2013 as a result of higher taxable income and payment of tax payable, an increase in cash paid to suppliers of Rp.75 billion, or 16.4%, from Rp.453 billion in the six months ended June 30, 2012 to Rp.528 billion (U.S.$53 million) in the six months ended June 30, 2013, due to advance payments for purchases of FFBs organized through procurement contracts with third parties, and a decrease in cash received from customers of Rp.46 billion, or 4.7%, from Rp.995 billion in the six months ended June 30, 2012 to Rp.948 billion (U.S.$95 million) in the six months ended June 30, 2013. Our net cash used in investing activities increased by Rp.490 billion to Rp.589 billion (U.S.$59 million) in the six months ended June 30, 2013, compared to Rp.99 billion in the six months ended June 30, 2012. This increase was primarily attributable loans provided to related parties of Rp.457 billion (U.S.$46 million) in the six months ended June 30, 2013 and an investment in shares of amounting to Rp.95 billion (U.S.$10 million) recognized in the six months ended June 30, 2013 in relation to an equity investment in shares of CBU and SBI as well as to increase our shareholding in our subsidiaries, partially offset by a decrease in construction in progress of Rp.30 billion, or 59.6%, from Rp.50 billion in the six months ended June 30, 2012 to Rp.20 billion (U.S.$2 million) in the six months ended June 30, 2013 and a decrease in acquisition of fixed assets of Rp.27 billion, or 71.8%, from Rp.38 billion in the six months ended June 30, 2012 to Rp.11 billion (U.S.$1 million) in the six months ended June 30, 2013. Our net cash (used in)/provided by financing activities changed from Rp.51 billion of cash used in the six months ended June 30, 2012 to Rp.159 billion (U.S.$16 million) of cash provided in the six months ended June 30, 2013. This change was primarily attributable to capital contribution of Rp.390 billion (U.S.$39 million) recognized in the six months ended June 30, 2013 and a decrease in payment of dividends from Rp.219 billion in the six months ended June 30, 2012 to Rp.140 billion (U.S.$14 million) in the six months ended June 30, 2013, partially offset by a decrease in cash received from related parties from Rp.131 billion in the six months ended June 30, 2012 to Rp.6 billion (U.S.$1 million) in the six months ended June 30, 2013 and proceeds from a bank loan of Rp.100 billion recognized in the six months ended June 30, 2012. Year ended December 31, 2012 As of December 31, 2012, we had cash and cash equivalents of Rp.416 billion (U.S.$42 million), an increase of Rp.278 billion, or 202.2%, from Rp.138 billion at the beginning of the year. 69
Our net cash provided by operating activities decreased by Rp.29 billion, or 5.4%, to Rp.509 billion (U.S.$51 million) in 2012, compared to Rp.537 billion in 2011. This decrease was primarily due to an increase in corporate income tax paid of Rp.229 billion, or 338.3%, from Rp.68 billion in 2011 to Rp.296 billion (U.S.$30 million) in 2012 due to higher taxable income in 2012 and repayment of tax payable and an increase in cash paid to suppliers of Rp.356 billion, or 53.1% from Rp.671 billion in 2011 to Rp.1,027 billion (U.S.$103 million) in 2012 due to the expansion in our operations and increased demand, partially offset by an increase in cash received from customers of Rp.567 billion, or 37.5%, from Rp.1,512 billion in 2011 to Rp.2,079 billion (U.S.$209 million) in 2012, which was attributable to increased sales volume. Our net cash used in investing activities decreased by Rp.393 billion, or 78.7%, to Rp.106 billion (U.S.$11 million) in 2012, compared to Rp.499 billion in 2011. This decrease was primarily attributable to a loan provided to related parties of Rp.301 billion recognized in 2011 which was paid back in 2012, partially offset by a increase in payment of advance on purchase of fixed assets from Rp.0.6 billion in 2011 to Rp.172 billion (U.S.$17 million) in 2012 and an increase in additions to development cost of construction of progress of Rp.41 billion, or 36.5%, from Rp.111 billion in 2011 to Rp.152 billion (U.S.$15 million) in 2012, as a result of the construction of palm oil mills and a kernel crushing plant. Our net cash (used in)/provided by financing activities changed from Rp.18 billion of cash provided in 2011 to Rp.124 billion (U.S.$13 million) of cash used in 2012. This change was primarily attributable to an increase in dividend payments of Rp.863 billion from Rp.151 billion in 2011 to Rp.1,014 billion (U.S.$102 million) in 2012 and a increase in proceeds from bank loan net of repayment which changed from an inflow of Rp.745 billion in 2011 to an outflow of Rp.21 billion (U.S.$2 million) in 2012, partially offset by cash received from related parties, which changed from cash provided to related parties of Rp.545 billion in 2011 to cash received from related parties of Rp.540 billion (U.S.$54 million) in 2012, and a capital contribution of Rp.400 billion (U.S.$40 million) in 2012. Year ended December 31, 2011 As of December 31, 2011, we had cash and cash equivalents of Rp.138 billion, an increase of Rp.56 billion, or 69.3%, from Rp.81 billion at the beginning of the year. Our net cash provided by operating activities increased by Rp.155 billion, or 40.4%, to Rp.537 billion in 2011, compared to Rp.383 billion in 2010, primarily due to an increase in cash received from customers of Rp.494 billion, or 48.6%, from Rp.1,017 billion in 2010 to Rp.1,512 billion in 2011, which was attributable to increased sales volume. This increase was partially offset by an increase in cash paid to suppliers of Rp.181 billion, or 37.1%, from Rp.489 billion in 2010 to Rp.671 billion in 2011 due to the expansion in our scale of operations. Our net cash used in investing activities increased by Rp.304 billion, or 155.6%, to Rp.499 billion in 2011, compared to Rp.195 billion in 2010. This increase was primarily attributable to loans provided to related parties of Rp.301 billion recognized in 2011 and an increase in additions to construction-in-progress of Rp.71 billion, or 175.9% from Rp.40 billion in 2010 to Rp.111 billion in 2011, as a result of the construction of additional processing mills, partially offset by a decrease in acquisition of fixed assets of Rp.57 billion, or 56.0% from Rp.103 billion in 2010 to Rp.45 billion 2011. Our net cash (used in)/provided by financing activities changed from Rp.158 billion of cash used in 2010 to Rp.18 billion of cash provided in 2011. This change was primarily attributable to an increase in proceeds from bank loans net of repayment of Rp.763 billion, from an outflow of Rp.18 billion in 2010 to an inflow of Rp.745 billion in 2011, partially offset by an increase in cash provided to related parties of Rp.422 billion, from Rp.123 billion in 2010 to Rp.545 billion in 2011, in relation to loans to related parties for development purposes, and dividend payments of Rp.151 billion recognized in 2011. Indebtedness As of June 30, 2013, we had total non-current liabilities of Rp.989 billion (U.S.$100 million), which included long-term bank loans (excluding the portion due within one year) of Rp.947 billion (U.S.$95 million). We also had Rp.424 billion (U.S.$43 million) of current liabilities (which includes the portion of long-term bank loans due within one year of Rp.178 billion (U.S.$18 million)). See “Description of Material Indebtedness.”
70
As of June 30, 2013, we had Rp.1,192 billion (U.S.$120 million) of outstanding indebtedness as follows: Indebtedness
As of June 30, 2013 (Rp. millions) (U.S.$ ’000)
Short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current maturities of long-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66,000 178,300 947,300
6,647 17,927 95,377
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,191,600
120,052
We plan to use a portion of the net proceeds from the Global Offering for partial repayment of the Company’s existing indebtedness, and/or partial or full repayment of certain of our subsidiaries’ debts using the equity investment method. See “Use of Proceeds.” Our ability to obtain adequate financing, including new credit facilities, to satisfy our capital expenditures, contractual obligations and debt service requirements may be limited by our financial condition and results of operations and the liquidity of domestic and international financial markets. We cannot provide any assurance that we will be able to obtain such financing on terms acceptable to us, or at all. Capital Expenditures Historical capital expenditures The majority of our capital expenditures during the last three financial years have been related to the development of our plantations, acquisition of landbank, construction of additional mills and a kernel crushing plant and other expenditure on heavy equipment for plantation operations, our employee housing complex, and office equipment and machinery. The table below summarizes our capital expenditures for the periods indicated. For the six months ended For the year ended December 31, June 30, 2010 2011 2012 2013 (Rp. millions) (Rp. millions) (Rp. millions) (U.S.$ ’000) (Rp. millions) (U.S.$ ’000) (Unaudited)
Plantations — Immature . . . . . . . . . . Land . . . . . . . . . . . . . . . . . . . . . . . . . . Infrastructure . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment . . . . . . . . . Vehicles and heavy equipment . . . . . . Furniture and fixtures . . . . . . . . . . . . . Construction in progress . . . . . . . . . . Leased — Vehicle . . . . . . . . . . . . . . . Leased — Heavy equipment . . . . . . .
44,744 3,601 92,194 809 1,147 6,569 1,581 40,351 12,914 8,656
45,701 2,930 37,133 5,128 4,465 11,042 2,529 111,342 10,836 14,980
18,518 32,331 26,936 782 6,456 15,744 3,652 151,978 12,450 3,823
1,865 3,256 2,713 79 650 1,586 368 15,307 1,254 385
4,704 2,043 — 136 3,486 3,997 1,082 20,197 — —
474 206 — 14 351 403 109 2,034 — —
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
212,566
246,086
272,670
27,462
35,644
3,590
Planned capital expenditures Our planned capital expenditures consist primarily of expenses relating to our plantations, specifically, expanding our planted area after 2013 by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank and additional landbank we expect to acquire and the construction of new palm oil mills. Our plantation capital expenditures also include our maintenance expenses for plantations until such time as the trees mature. Our planned capital expenditures for the year ended December 31, 2013 is Rp.75 billion (U.S.$8 million) and as of June 30, 2013, 47.5% of our planned capital expenditure for 2013 has been incurred already. We expect to fund these expenditures through cash generated from our operations, cash available on our balance sheet, part of the proceeds from this Offering and other capital-raising activities. See “Use of Proceeds” and “Notice to Investors — Forward-Looking Statements.” We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. See “Business — Oil Palm Plantations.” We expect that the aggregate capital expenditure for our plantation expansion program, including land acquisition, land clearing and 71
nursery, plantation worker housing and infrastructure costs, will be approximately be between Rp.525 billion and Rp.675 billion over the next three years. We plan to construct two more palm oil processing mills which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add total processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. We expect the construction cost for both CPO processing mills to be between U.S.$12 million and U.S.$14 million in total. Material Contractual Obligations The following table sets forth information regarding our material contractual obligations as of June 30, 2013. We expect to meet these obligations through cash generated from our operations, cash available on our balance sheet and cash made available to us from potential future capital-raising activities. Maturity Period as of June 30, 2013 More than Less than 1 year 1-2 years 2-5 years 5 years (Rp. millions)
Short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . Trades payables — Third parties . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . Other payables Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . Third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer financial liabilities . . . . . . . . . . . . . . . . . . Financial lease liabilities . . . . . . . . . . . . . . . . . . . . . Employees benefits liabilities . . . . . . . . . . . . . . . . . . Long-term bank loans . . . . . . . . . . . . . . . . . . . . . . . .
Total
66,000 15,590 37,484
— — —
— — —
— — —
66,000 15,590 37,484
9,273 34,225 9,914 11,381 16,375 178,300
— — 1,551 3,210 — 140,000
— — 1,169 1,155 — 807,300
— — — — — —
9,273 34,225 12,634 15,746 16,375 1,125,600
378,542
144,761
809,624
—
1,332,927
Off-Balance Sheet Arrangements and Contingent Liabilities As of June 30, 2013, we do not have any off-balance sheet arrangements or contingent liabilities other than those described in Note 39 to the Group’s audited consolidated financial statements. Quantitative and Qualitative Disclosure About Market Risk Our principal exposures to market risks are with respect to global CPO and palm kernel prices, as well as with respect to the prices we pay for FFBs, fertilizer, pesticides and fuel (our commodity price risks) and to changes in the exchange rate between the Indonesian Rupiah and the U.S. dollar, which is the currency in which global prices for CPO and palm kernel are quoted. Commodity price risk We are exposed to commodity price risk due to certain factors, such as weather, government policy, level of demand and supply in the market and the global economic environment. Such exposure mainly arises from our sales of oil palm products where the profit margin on the sale of palm products may be affected by international market price fluctuations as well as with respect to the prices we pay for FFBs, fertilizer, pesticides and fuel as such purchases are made at market prices. We do not hedge against commodity price risk through the financial futures markets, however we do from time to time enter into forward contracts with our customers under which we fix the price for a certain quantity of CPO to be delivered over a specified period of time. As at June 30, 2013, we do not have any forward contracts for which the price is fixed. In 2013, we entered into various contracts with our customers to sell a fixed amount of CPO. Under the terms of these contracts, we are currently obligated to supply approximately 1,500 tonnes on a weekly basis to Wilmar and 2,000 tonnes of CPO on a monthly basis and 1,000 tonnes of CPO on a weekly basis to PT SMART Tbk, in which for each delivery, the prices are determined based on the weekly or monthly average of PT Astra Agro Lestari’s Kumai CPO auction price depending on the period of delivery. All of the forward contracts shall expire at the end of December 2013. Our remaining CPO output are sold at spot prices, though we may enter into future fixed price agreements as we deem favorable. See “Business — Pricing.”
72
Interest rate risk Our interest rate risk mainly arises from loans for working capital and investment purposes, which consist of fixed rate debt obligations bearing interest between 9.00% and 9.25% per annum as of June 30, 2013. While the interest rates of our debt obligations are fixed, all of our existing credit facilities with Bank Mandiri, except for certain of our working capital credit facilities and investment credit facilities received by PT Sawit Sumbermas Sarana and PT Mitra Mendawai Sejati from Bank Mandiri, include a provision that entitles Bank Mandiri to reset the annual fixed interest rate from time to time based on Bank Indonesia’s benchmark lending rate and the prevailing regulations applicable to Bank Mandiri. There is no formal hedging policy with respect to interest rate exposures. Exposure to interest rate risk is monitored on an ongoing basis. Foreign currency risk Our reporting currency is the Rupiah. We face foreign exchange risk as our sales and the costs of certain purchases are either denominated in foreign currency (mainly the U.S. dollar) or whose price is linked to, or significantly influenced by, movements in foreign currencies (mainly the U.S. dollar). There is no formal hedging policy with respect to foreign exchange exposures. Exposure to exchange risk is monitored on an ongoing basis. As of June 30, 2013, if the Rupiah currency had weakened/strengthened by 10% against the U.S. dollar with all other variables held constant, income before tax for the year would have been Rp.77 million (U.S.$8 million) higher/lower. Liquidity risk Liquidity risk is the risk that we will encounter difficulty in meeting financial obligations due to shortage of liquidity. We manage our liquidity profile to be able to finance our capital expenditures and service our maturing debts by maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. Seasonality The peak harvest season for FFBs is August through December. We typically produce approximately 60% of our CPO and palm kernel during July through December. Nevertheless, we do not believe that seasonality has a material impact on demand from our customers, our prices or our costs.
73
INDUSTRY OVERVIEW The following is a summary of the industry overview section prepared by ISTA Mielke GmbH. The information has not been independently verified by the Company, or by any of BNP Paribas, Singapore Branch, PT Mandiri Sekuritas and RHB Investment Bank Berhad (the “Joint Bookrunners”) or any other person. Much of the available information is based on best estimates and should therefore be regarded as indicative only and treated with the appropriate caution. Summary Palm oil has become the most important vegetable oil in the global market and has experienced the most dynamic growth in production and exports worldwide. Insufficient production growth of soya oil, rape oil, sunflower oil and other oils & fats has resulted in consumers being more dependent on palm oil. With prices generally at a discount to soya oil and other vegetable oils and global supplies rising rapidly, palm oil has gained increasing acceptance and is now being imported into more than 150 countries worldwide. As a balanced vegetable oil and source of energy, palm oil is free of cholesterol and trans-fatty acids as well as rich in Vitamins A and E. Since the 1980s, world palm oil production more than doubled every 10 years from 4.6 million tonnes in 1980 to 11.0 million tonnes in 1990, 21.9 million tonnes in the year 2000 and 46.1 million tonnes in 2010, and reached a high of 53.7 million tonnes in January/December 2012. If palm kernel oil is added (5.9 million tonnes in 2012) to this amount, the combined production adds up to 59.6 million tonnes, accounting for 33% of world production and 63% of world exports of all 17 oils & fats from only 6% of the global oilseed area. Substantial growth in world production of palm oil In 1980: In 1990: In 2000: In 2010: In 2011: In 2012: In 2015:
4.6 million tonnes or 8% of 17 oils & fats 11.0 million tonnes or 14% 21.9 million tonnes or 19% 46.1 million tonnes or 27% (only 6% of area) 50.8 million tonnes or 28% (57% of exports) 53.7 million tonnes (plus 5.9 million tonnes of palm kernel oil) 63 million tonnes of palm oil required by consumers worldwide
Despite the increase in world palm oil production (particularly during the past 10 years), total world production of all 17 vegetable oils and animal fats has hardly satisfied world demand since 2006. This has resulted in unusually high prices which averaged U.S.$890 for crude palm oil (cif Rotterdam) from January 2007 to December 2011. This was almost double the 30-year average of U.S.$468 from 1977 to 2006. In January/ December 2011, prices of crude palm oil averaged U.S.$1,125. However, a major price setback occurred in 2012 with an average price at U.S.$999 in Rotterdam, mainly as a result of a notable increase in world palm oil output and stocks in July/December 2012. A further sizable setback in prices occurred in January/July 2013 with crude palm oil falling to an average U.S.$849 in Rotterdam, partly as a result of a slowdown of world demand, primarily in the biodiesel sector. The world market has experienced accelerating growth in world consumption of 17 major vegetable oils and animal fats. Over the past 20 years, world consumption more than doubled. Accelerating growth was seen between 2002 to 2011, with an average annual growth of 4.2%. Insufficient supplies of most other oils & fats required an increase in palm oil, with an average annual growth in consumption of 7.4%. An additional sharp expansion in palm oil production is required in the years ahead. In 2015, approximately 63 million tonnes of palm oil, or an annual average growth of 3.0 million tonnes per annum, will be needed worldwide, according to current estimates of ISTA Mielke GmbH, OIL WORLD Global Market Research and Analysis. We expect most of the increase to be accomplished in Indonesia, which will require additional investments to raise yields per hectare and develop new areas. The oil palm is the world’s most efficient oil-bearing crop in terms of utilization, efficiency and productivity. A single hectare produces up to 10 times more oil than other oilseeds. Emphasis has to be placed on producing palm oil and other agricultural crops in a sustainable way, including following the criteria developed by the RSPO. Palm oil production costs of successful plantations are estimated to be approximately U.S.$300 to U.S.$350 per tonne, which is considerably less than in the case of soya oil and other vegetable oils, providing a favorable return on investment at current and prospective selling prices. Given the economic and biological advantages of palm oil as well as the insufficient production growth of competing vegetable oils, world demand for palm oil is projected to grow at an average 7% per annum until 2020. 74
Overview of the World Market for Vegetable Oils and Animal Fats This analysis contains the 13 major vegetable oils (soya oil, palm oil, palm kernel oil, coconut oil, rape oil, sunflower oil, cotton oil, groundnut oil, sesame oil, corn oil, olive oil, linseed oil and castor oil) and the four main animal fats (butter, fish oil, lard and tallow). World Production of Oils and Fats World production of 17 oils and fats more than doubled during the past 20 years. As reflected in the table below, there was a substantial increase from 84 million tonnes in 1992 to 186.5 million tonnes in 2012. Accelerating world demand for food and for biofuels required an acceleration in the annual growth in production between 1992 and 2012. As a result, the average annual growth in world production was 4.4% in the 10 years ended 2012, equivalent to 6.6 million tonnes per annum. 17 OILS & FATS : World Production with Breakdown by Product (million tonnes)
1992
Palm oil . . . . . . . . . . . Palm kernel oil . . . . . . Soya oil . . . . . . . . . . . Sunflower oil . . . . . . . Rapeseed oil . . . . . . . . Other vegetable oils . . . . . . . . . . . . . Total vegetable oils . . Animal fats . . . . . . . . . Marine oils . . . . . . . . . Grand total . . . . . . . . .
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
12.1 25.5 28.4 31.2 34.1 37.4 39.0 43.6 45.5 46.1 50.8 53.7 1.5 2.9 3.2 3.5 3.9 4.2 4.4 4.9 5.1 5.1 5.6 5.9 16.9 29.8 31.2 30.7 33.5 35.1 37.3 36.8 36.1 40.2 41.5 41.8 8.4 7.6 8.9 9.4 9.8 11.3 10.9 10.9 13.1 12.5 13.1 14.8 9.4 13.4 12.8 15.1 16.4 18.5 18.8 20.0 21.8 24.0 23.8 24.5 16.5 64.8 18.2 1.0 84.1
19.3 98.5 21.4 1.0 120.8
18.6 103.1 21.6 1.0 125.8
19.3 109.2 22.1 1.1 132.4
19.9 117.6 22.6 1.0 141.2
19.8 126.3 22.9 1.0 150.2
19.7 130.1 23.1 1.1 154.2
19.6 135.8 23.2 1.1 160.1
19.4 141.0 23.2 1.0 165.3
20.3 148.2 23.5 0.9 172.6
20.2 155.0 24.0 1.1 180.1
20.7 161.4 24.2 0.9 186.5
Palm oil share, % . . . . 14.4
21.1
22.6
23.6
24.1
24.9
25.3
27.2
27.5
26.7
28.2
28.8
10-year average growth until 2012
7.7% 7.3% 3.4% 6.9% 6.2% 0.7% 5.1% 1.3% (0.2)% 4.4%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
Global production of palm oil grew significantly from 12.1 million tonnes in 1992 to 25.5 million tonnes in 2002 and jumped to 53.7 million tonnes in 2012, doubling its market share from 14% in 1992 to 29% in 2012. Palm oil and palm kernel oil accounted for 50% of the increase in world production of the 17 major oils and fats during the past 10 years. Among the 13 vegetable oils, palm oil registered the highest growth rate of 7.7% per annum. World Production of 17 Oils & Fats 1992 - - 84.1 Mn T 2012 -- 186.5 Mn T Palm Oil 14.4% Palm Oil 28.8% Rape Oil 11.2%
Soya Oil 22.4%
Soya Oil 20.1%
Sun Oil 10.0% Rape Oil 13.1% PKO&CNO 5.2%
Oth. oils/fats 22.8% Oth. oils/fats 39.1%
Sun Oil 8.0% PKO&CNO 4.9%
Source: ISTA Mielke GmbH, Oil World Data Bank
Prices in the cash markets as well as in the various futures markets have been an important regulator for leveling out the global imbalances of supply and demand, generally providing an objective barometer of the current and prospective situation. Since 2007, however, prices have fluctuated at much higher levels than before, mainly because of more rapidly growing demand and difficulties on the supply side to raise production accordingly, with producers of oilseeds and of oils & fats struggling hard to raise world production of 17 oils & fats sufficiently. This resulted in the crude palm oil price averaging U.S.$890 per metric tonne in Rotterdam between 2007 and 2011 as compared with U.S.$441 between 2002 and 2006. In 2010 and 2011, prices averaged U.S.$1,013, while the 30-year average between 1977 to 2006 was only U.S.$468. 75
Oil palms have a significantly higher yield than soybeans, rapeseed and sunflower seed. On average, oil palm trees in Malaysia and Indonesia produced 4.4 tonnes and 3.9 tonnes, respectively, of palm oil per hectare in 2011. In comparison, considerably less vegetable oil can be produced per hectare from annual crops like soybeans, rapeseed and sunflower seed. The average global vegetable oil yields of soybean, rapeseed and sunflower seed are 0.5 tonnes, 0.8 tonnes and 0.6 tonnes per hectare, respectively. Palm oil is therefore best suited to satisfy a rising share of the rapidly increasing global demand for food as well as in the oleochemical and biofuel industries. The oil palm requires much less land to produce the same quantity of oil than the soybean, rapeseed, sunflower seed and other oilseed crops. World Consumption of Oils & Fats During the past 20 years, world consumption of the 17 oils & fats more than doubled from 81.5 million tonnes in January/December 1992 to 183.9 million tonnes in 2012, and grew at a compound average growth of 4.2% in the past 10 years. In the 10 years until 2012, world consumption of 17 oils & fats increased by as much as 62.4 million tonnes, or an average 6.2 million tonnes per annum. The annual growth rates virtually doubled from the preceding decade. The increase in demand even accelerated in the past seven years. The strong consumption growth resulted from 1) higher demand for food (primarily in Asia, above all in China and India), 2) further expansion of oleochemical requirements and 3) rapidly increasing usage of oils & fats for biofuels, primarily for biodiesel, but also for the generation of electricity and heat. Preliminary information for January/December 2013 points to a slow-down of the annual growth in world consumption of 17 oils & fats. 17 OILS & FATS: World Consumption with Breakdown by Product (million tonnes)
1992
Palm oil . . . . . . . . . . . Palm kernel oil . . . . . . Soya oil . . . . . . . . . . . Sunflower oil . . . . . . . Rapeseed oil . . . . . . . . Other vegetable oils . . . . . . . . . . . . .
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
10-year average growth until 2012
11.7 25.6 28.4 30.3 33.6 36.2 37.8 42.6 45.3 46.4 48.8 52.1 1.4 3.0 3.4 3.5 3.8 4.1 4.4 4.7 5.2 5.2 5.3 5.7 15.8 29.9 31.2 31.0 32.7 34.3 36.9 37.8 35.9 39.1 42.1 41.6 8.4 7.7 8.8 9.6 9.6 10.9 11.3 10.5 12.6 12.8 12.8 14.5 8.8 13.6 12.9 15.1 16.2 18.1 19.1 19.9 21.3 23.7 24.1 24.2
7.4% 6.6% 3.4% 6.6% 5.9%
15.5
20.6
0.6%
99.2 103.3 108.4 115.5 123.4 129.3 135.2 139.9 147.2 153.2 158.7
4.8%
Animal fats . . . . . . . . . 18.5 21.3 21.7 22.0 22.6 22.9 23.0 23.2 23.3 23.4 24.0 24.2 Marine oils . . . . . . . . . 1.4 1.0 1.0 1.1 1.0 1.0 1.1 1.0 1.1 1.0 1.0 1.0
1.3% 0.2%
Total Oils & Fats . . . . 81.5 121.5 126.1 131.5 139.2 147.4 153.3 159.4 164.2 171.7 178.2 183.9
4.2%
Total vegetable oils . . 61.6
Palm oil share, % . . . . 14.3
19.4
20.2
18.6
21.0
18.9
22.5
19.6
23.0
19.8
24.1
19.8
24.5
19.7
24.6
19.6
26.8
20.0
27.6
20.1
27.1
27.4
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
In most Asian countries, consumption of oils & fats per person is still relatively small. Although it has shown considerable increases during the past 10 years in the most populated countries, primarily in China, India and Indonesia (driven by strong economic growth and changes in diets with more focus being placed on edible oils and on meat and other livestock products), consumption in India, Pakistan, Thailand, the Philippines and several other countries is still below the world average. In Asia, there is a considerable amount of growth potential for food consumption, which will result in higher import requirements (primarily of palm oil) in the years ahead because of insufficient domestic production. In India, which has a population of an estimated 1.24 billion people as of July 2012, total consumption of 17 oils & fats per capita increased from an average 11.5 kilograms in 2002 to 15.2 kilograms in 2012. In the same period the average per capita consumption in the world increased from 19.4 kilos to 26.1 kilos. Thus, per capita consumption in India is still considerably below average. The same is true for Pakistan, with a population of 179 million people as of July 2012, where average per capita consumption amounted to 21.7 kilos in 2012 compared with 19.4 kilos in 2002. China, however, made significant progress. The population is estimated at 1.38 billion people as of July 2012. Consumption of 17 oils & fats recorded a considerable growth from an average 15.8 kilos per person in 2002 to 25.0 kilos in 2012. At that level, the average Chinese usage was only slightly below the world average of 26.1 kilos in 2012.
76
In Indonesia, total consumption of 17 oils & fats amounted to 8.3 million tonnes in 2012 as compared to 3.6 million tonnes in 2002, of which palm oil accounted for 7.0 million tonnes as compared to 3.0 million tonnes in 2002. In 2012, approximately 1.6 million tonnes were used for biodiesel as compared to none used 10 years ago, and 6.7 million tonnes in the food and oleochemical industries. If we include biodiesel, average per capita consumption of 17 oils & fats in Indonesia amounted to 33.6 kilograms per person, while excluding biodiesel, average consumption of oils & fats amounted to 27.1 kilos in 2012 as compared to 16.8 kilos in 2002. Additional details are given in the table below for major consuming countries as well as for the world. It should be noted that consumption per person includes the use of oils & fats for food as well as for all non-food purposes (for feed, oleochemicals, biofuels and other uses). 17 Major Oils and Fats: Per Capita Consumption in Indonesia, the US, the EU-27 and Some Other Major Countries (the data also includes usage of oils & fats for biodiesel production)
Countries
US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EU-27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pakistan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Per capita consumption (food and nonfood uses)
Population (as of July 2012) (in millions)
2002 (kilos)
2012 (kilos)
317.5 504.5 179.2 1,377.1 246.9 1,236.7 7,052.1
49.6 44.1 19.4 15.8 16.8 11.5 19.4
55.1 58.8 21.7 25.0 33.6 15.2 26.1
Source: Oil World CD-ROM Data Base, various editions of Oil World Monthly, Oil World Annual 2013 and www.oilworld.de
Palm oil accounted for most of the increase in world consumption, with an average annual growth of 7.4% in the 10 years ended 2012. World palm oil consumption more than quadrupled from 11.7 million tonnes in 1992 to 52.1 million tonnes in 2012. Palm oil accounted for 27.4% of world consumption of all 17 oils & fats in 2012 compared with 14.3% in 1992. In 2013, world consumption of palm oil will continue to increase, but at a slower rate than in 2012. Palm oil has also benefited from growing popularity and has increased its market share at the expense of other vegetable oils (i.e. soybean oil, rapeseed oil and sunflower oil) and animal fats/oils. The success of the palm oil industry has also been attributed to its versatile use in the food industry and to its many non-food applications (soap and detergents, lubricants, animal feed and biofuels). World Trade of Oils and Fats Globally, consumers have become more dependent on palm oil during the past 10 years as production of other vegetable oils could not be increased sufficiently. As a result, world exports of 17 vegetable and animal oils & fats accelerated substantially to 72.9 million tonnes in January/December 2012 at a compound annual growth rate of 6.0% in the most recent 10 years, as compared with an compound annual growth rate of 4.2% in consumption in the same period. To a large extent, palm oil contributed to this development in both trade and consumption with rapidly growing production during the past 10 years. In recent years, approximately 77% to 80% of world palm oil output was exported as compared with 23% to 28% in the case of soya oil, 37% to 40% of sunflower oil and only 12% to 16% in the case of rapeseed oil. In 2012, palm oil accounted for 56.0% of world exports of 17 oils & fats. This was down slightly from 2011 due to the considerable expansion in sunflower oil. During the past 20 years, palm oil significantly increased its market share in world trade. It is evident from the details shown in the table that consumers worldwide have become increasingly dependent on palm oil. This is partly due to the fact that combined exports of soya oil, rapeseed oil and sun oil showed very little actual growth during the past five years; exports of the three vegetable oils even declined in 2008 and recovered only slightly in 2009 and 2010. Since 1992, world exports of all 17 oils & fats have tripled to 72.9 million tonnes in 2012. Palm oil dominates the world trade with an export volume of 40.8 million tonnes in 2012. Major import markets for palm oil are India, China and the European Union, but increasing quantities are being imported and consumed in Pakistan and several other Asian countries as well as the USA, Brazil, Russia, Turkey and many other countries in Africa and elsewhere. 77
17 OILS & FATS : World Exports with Breakdown by Product (million tonnes)
2012
10-year average growth until 2012
8.4 19.4 21.9 24.2 26.5 30.0 29.7 33.7 36.1 36.5 39.1 40.8 0.8 1.6 1.8 1.9 2.1 2.4 2.7 2.7 3.1 3.0 3.1 3.1 3.7 8.7 9.3 9.1 9.8 10.4 11.2 10.1 9.3 10.2 9.3 9.3 2.2 2.3 2.6 2.8 3.1 4.5 4.3 4.1 5.2 4.8 5.5 7.3 1.4 1.2 1.0 1.5 1.4 2.1 2.1 2.3 2.6 3.4 3.7 4.1 3.1 3.8 4.1 4.1 4.7 4.4 4.2 4.2 4.0 4.7 4.5 4.8
7.7% 6.9% 0.7% 12.3% 13.4% 2.3%
1992
Palm oil . . . . . . . . . . . . . . Palm kernel oil . . . . . . . . . Soybean oil . . . . . . . . . . . . Sunflower oil . . . . . . . . . . Rapeseed oil . . . . . . . . . . . Other vegetable oils . . . . .
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
Total vegetable oils . . . . . 19.6 37.0 40.7 43.6 47.6 53.8 54.2 57.1 60.3 62.6 65.2 69.4 Animal fats . . . . . . . . . . . . 3.1 3.1 3.0 3.1 2.9 3.0 3.1 3.0 2.9 3.0 2.7 2.5 Marine oils . . . . . . . . . . . . 0.4 0.5 0.6 0.7 0.6 0.7 0.8 0.7 0.9 0.8 0.8 0.9
6.5% (2.1)% 5.6%
Total Oils & Fats . . . . . . . 23.2 40.6 44.3 47.4 51.1 57.5 58.1 60.8 64.1 66.4 68.7 72.9
6.0%
Palm oil share, % . . . . . . . 36.3 47.8 49.4 51.2 51.8 52.1 51.1 55.4 56.4 54.9 56.9 56.0 Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
As the bulk of world palm oil production is concentrated in only two countries (Malaysia and Indonesia accounted for 90% of the total in 2012), the enormous growth in output registered during the past decade was also accompanied by a similar increase in exports. In 1992 the palm oil share in total exports of oils and fats had been 36.3%, but increased substantially to 47.8% in 2002 and to a new high of 56.9% in 2011. During the most recent 10 years, the market share of soybean oil in global exports declined from 21% to 13%, while the market shares of sunflower oil and rapeseed oil recovered moderately to 10% and 6%, respectively. The Palm Oil Industry Strong world demand, insufficient production of other oils & fats and high profitability of oil palm cultivation have contributed to the more than ten-fold increase in world production of palm oil during the past 30 years. It more than doubled every ten years from 4.6 million tonnes in January/December 1980 to 11.0 million tonnes in 1990, 21.9 million tonnes in 2000, 46.1 million tonnes in 2010, and to 53.7 million tonnes in 2012, when palm oil production accounted for 28.8% of world production and 56.0% of world exports of all 17 oils & fats, a large increase compared to previous years considering that oil palms currently account for only 6% of the global oilseed area. For palm oil, the production costs per tonne are considerably lower than for any other vegetable oil, notwithstanding that they differ pronouncedly between the very good and the poorly performing producers. Even for individual producers, there can be considerable changes from year to year in costs per tonne of oil produced depending on the weather and the yields per hectare. In Indonesia and Malaysia, many successful plantations can produce crude palm oil at a total cost of around U.S.$300 to U.S.$350 per tonne, which gives a very attractive return on investment, considering market prices during the past few years. But poorly managed plantations or those cultivating smaller units (e.g. smallholders) or those under less favorable climatic conditions (normally insufficient rainfall) have higher production costs of up to or above U.S.$450 to U.S.$550. Costs vary from plantation to plantation depending on the cost structure, productivity of the workers, quality of the seedlings planted, treatment of the oil palms, water and pest management, timing and effectiveness of harvesting, influence of outside factors (primarily the weather) as well as yields obtained. In Indonesia, land and labor costs are relatively lower but other costs (for example for infrastructure investments) can be relatively higher than in Malaysia. Production costs of palm oil are substantially lower than in the case of soya oil, rapeseed oil and other seed oils, even when considering the value of the meal. ISTA Mielke GmbH estimates that soybeans can be produced in the United States for about U.S.$320 per tonne, consisting normally of about 18.5% oil and 79.5% meal. Assuming a required crush margin of U.S.$27 per tonne of soybeans crushed and an oil share of 41% of the combined product value, we estimate the production cost of crude soya oil to be approximately U.S.$770 per tonne. ISTA Mielke GmbH estimates that rapeseed can be produced in Europe for about U.S.$380 per tonne, consisting of 43% oil and 55% meal. Assuming a required crush margin of U.S.$45 per tonne of rapeseed crushed and an oil share of 83% of the combined product value, we estimate the production cost of crude rape oil to be approximately U.S.$820 per tonne. 78
The main reason for the cost advantage of palm oil is due to the unusually high oil output per hectare. In Malaysia, an average 4.4 tonnes of palm oil per hectare was produced in 2011 and 4.0 tonnes of palm oil per hectare was produced in Indonesia. Some plantations have reportedly achieved annual average yields of 5 to 7 tonnes per hectare, exceeding the results at smallholders, which are below the industry average. Considerably less vegetable oil can be produced per hectare from annual crops, including soybeans, rapeseed and sunflower seed. An advantage of oil palms is that considerably less acreage is required to produce a tonne of vegetable oil than in case of oils for other oil-bearing crops. Palm oil is therefore most suitable to cover the quickly rising growth in world demand from the food sector as well as from the oleo-chemical industry and the expanding biofuel sectors. Crude palm oil and palm kernel oil as well as derivatives from them are used throughout the world for many food and non-food applications, including cooking oil, margarine, several other food applications as well as soaps, detergents, cosmetics, animal feed and biofuels. Palm kernel cake or meal is a by-product of the processing of palm kernels and used for animal feed (primarily for cattle). Supply and Demand of Palm Oil Driven by attractive prices, there has been a boost in world production of palm oil to keep pace with rising demand. Malaysia and Indonesia are the largest producers of palm oil, accounting for 85% of world production in 2012. Malaysia was the top palm oil producer until 2005 and has since been overtaken by Indonesia. The sharp increase in Indonesian output (average annual growth in palm oil production of 11.1% in the 10 years until 2012) was mainly due to the rapidly rising mature oil palm area. The annual growth of world palm oil production was quite significant at 7.7% on the average of the past 10 years. World production increased again sharply by 5.7% from a year earlier in January/December 2012, of which Indonesia 26.9 million tonnes and Malaysia 18.8 million tonnes. Taking into account the land reserves still available and suitable for oil palm cultivation, Indonesia has a much larger growth potential than Malaysia in the years ahead. Given the strong global demand and the cost advantage over other vegetable oils, new investments into the development of new oil palm plantings are likely to remain very profitable. Although suitable new land is available for establishing new oil palm plantations, it has become increasingly difficult to obtain authorization for oil palm cultivation due to increased environmental regulations. PALM OIL: World Production with Breakdown by Country (million tonnes)
2012
10-year average growth until 2012
3.0 9.4 10.6 12.4 14.1 16.1 17.4 19.4 21.2 22.3 24.3 26.9 6.4 11.9 13.4 14.0 15.0 15.9 15.8 17.7 17.6 17.0 18.9 18.8 0.6 0.8 0.8 0.8 0.8 0.8 0.8 0.8 0.9 0.9 0.9 0.9 0.3 0.3 0.2 0.3 0.3 0.3 0.3 0.3 0.4 0.4 0.4 0.4 0.3 0.5 0.5 0.6 0.7 0.7 0.7 0.8 0.8 0.8 0.9 1.0 0.3 0.6 0.7 0.7 0.7 0.9 1.1 1.3 1.3 1.4 1.5 1.6 0.2 0.2 0.3 0.3 0.3 0.4 0.4 0.4 0.4 0.4 0.5 0.5 1.0 1.8 1.9 2.1 2.2 2.3 2.5 2.9 2.9 2.9 3.4 3.6
11.1% 4.7% 2.0% 5.2% 6.3% 10.3% 8.5% 7.2%
1992
Indonesia . . . . . . . . Malaysia . . . . . . . . . Nigeria . . . . . . . . . . Ivory Coast . . . . . . . Colombia . . . . . . . . Thailand . . . . . . . . . Ecuador . . . . . . . . . Other countries . . . . Total . . . . . . . . . . . .
12.1
2002
25.5
2003
28.4
2004
31.2
2005
34.1
2006
37.4
2007
39.0
2008
43.6
2009
45.5
2010
46.1
2011
50.8
53.7
7.7%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
India was the largest consumer of palm oil in most of the past 10 years, with China taking second place followed by the European Union and Indonesia. Other markets with high growth of palm oil are countries in Asia, the Middle East, Africa and Central and South America as well as Turkey and Russia. The table below illustrates the consumption of palm oil for the years 1992 to 2012 in certain high growth countries. Consumption of palm oil and palm kernel oil has grown at a much faster rate worldwide than that of any other vegetable oil. During the past ten years world consumption of palm oil showed an average annual increase of 7.4%, rising steeply from 25.6 million tonnes in 2002 to 52.1 million tonnes in January/December 2012. Palm kernel oil, which is the by-product of palm oil production, increased by 6.6% per annum from 3.0 million tonnes in 2002 to 5.7 million tonnes in 2012. The average annual growth of soya, rape and sun oils was lower at 3.4%, 5.9% and 6.6%, respectively. The growth in world consumption of palm oil amounted to 6.8% in 2012, according to OIL WORLD estimates.
79
PALM OIL: World Consumption with Breakdown by Country (million tonnes)
1992
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
10-year average growth until 2012
India . . . . . . . . . . . . Indonesia . . . . . . . . EU-27 . . . . . . . . . . . China, PRC . . . . . . Malaysia . . . . . . . . . Pakistan . . . . . . . . . Other countries . . . .
0.2 1.7 1.6 1.0 0.8 0.9 5.9
3.6 3.0 3.4 2.7 1.5 1.4 10.0
4.2 3.2 3.6 3.3 1.6 1.4 11.1
3.4 3.4 3.9 3.7 1.8 1.3 12.8
3.3 3.6 4.4 4.3 2.0 1.6 14.4
3.1 3.7 4.4 5.5 2.2 1.6 15.7
3.8 4.1 4.5 5.5 2.2 1.6 16.1
5.4 4.4 5.1 5.6 2.6 1.9 17.6
6.8 4.8 5.7 6.2 2.4 1.9 17.5
6.7 5.4 5.7 5.8 2.2 1.9 18.7
6.8 6.3 5.3 6.1 2.3 2.0 20.0
7.6 7.0 6.2 6.1 2.3 2.0 20.9
7.7% 8.7% 6.1% 8.7% 4.2% 4.2% 7.6%
Total . . . . . . . . . . . .
12.1
25.6
28.4
30.3
33.6
36.2
37.8
42.6
45.3
46.4
48.8
52.1
7.4%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
Palm Oil Exports Indonesia recorded significant growth in exports of crude and processed palm oils and expanded its market share during the past 10 years (average annual growth of 11.4%). Indonesian exports reached a new high of 19.1 million tonnes in 2012 and accounted for 46.8% of world trade. Malaysian palm oil exports declined in the year 2012 to 17.6 million tonnes, thus losing market share to Indonesia and falling short of the Indonesian export volume by 1.5 million tonnes. As a result of changes in the export duty, Indonesian exports of crude palm oil plummeted to a multi-year low of 7.25 million tonnes in 2012 as compared to 9.57 million in 2009, while exports of processed palm oil increased sharply to a record 11.84 million tonnes as compared to 7.37 million. In contrast, Malaysian exports of processed palm oils declined noticeably to 12.93 million tonnes as compared to 13.36 million tonnes, while crude palm oil exports reached a record 4.64 million tonnes in January/December 2012 as compared to 2.53 million. PALM OIL: World Exports with Breakdown by Major Countries (million tonnes)
1992
Malaysia . . . . . . . . . Market share . . . . . Indonesia . . . . . . . . Market share . . . . . Other countries . . . . Total . . . . . . . . . . . .
2002
2003
2004
5.8 10.9 12.2 12.6 69.0% 56.1% 55.7% 52.0% 1.3 6.5 7.4 9.0 15.5% 33.5% 33.6% 37.2% 1.3 2.0 2.3 2.6 8.4
19.4
21.9
24.2
2005
2006
2007
2008
2009
2010
2011
2012
13.4 50.7% 10.4 39.4% 2.7
14.4 48.1% 12.5 41.8% 3.1
13.8 46.5% 12.7 42.6% 3.2
15.4 45.7% 14.6 43.4% 3.7
15.9 44.0% 16.9 46.9% 3.3
16.7 45.7% 16.5 45.1% 3.3
18.0 46.0% 17.1 43.7% 4.0
17.6 43.1% 19.1 46.8% 4.1
26.5
30.0
29.7
33.7
36.1
36.5
39.1
40.8
10-year average growth until 2012
4.9% 11.4% 7.4% 7.7%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
Palm Oil Imports During the past 10 years, the highest quantitative growth in imports of crude and processed palm oils was attributable to China, India, the EU-27, Pakistan and Bangladesh, with details provided in the table below. China was the country with the biggest increase where palm oil imports in the recent 10 years more than doubled from 2.7 million tonnes in 2002 to 6.5 million tonnes in 2012. In China, domestic production of oilseeds has declined over the past few years due to reduced plantings to the benefit of grains and other crops. However, with domestic consumption increasing rapidly, the country has become increasingly dependent on imports of oilseeds and vegetable oils. Palm oil was the most important vegetable oil imported by China in 2012, followed by soya oil with an import volume of 1.8 million tonnes, and by rapeseed oil with 1.2 million tonnes. However, during the most recent five years India was the world’s largest importer of crude and processed palm oils, as shown in the table below.
80
PALM OIL : World Imports by Country (million tonnes)
1992
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
10-year average growth until 2012
China, PRC . . . . . . . India . . . . . . . . . . . . EU . . . . . . . . . . . . . . Pakistan . . . . . . . . . Malaysia . . . . . . . . . Egypt . . . . . . . . . . . Russia . . . . . . . . . . . Ukraine . . . . . . . . . . U.S.A. . . . . . . . . . . . Mexico . . . . . . . . . . Bangladesh . . . . . . . Iran . . . . . . . . . . . . . Japan . . . . . . . . . . . . Singapore . . . . . . . . Other countries . . . .
0.8 0.2 1.7 0.9 0.2 0.3 0.0 0.0 0.1 0.1 0.1 0.0 0.3 0.8 2.9
2.7 3.5 3.5 1.3 0.4 0.6 0.3 0.1 0.2 0.2 0.4 0.2 0.4 0.3 5.2
3.4 4.0 3.6 1.5 0.5 0.7 0.4 0.1 0.2 0.2 0.5 0.3 0.4 0.4 5.7
3.9 3.5 4.0 1.4 0.7 0.7 0.4 0.1 0.3 0.3 0.6 0.3 0.5 0.4 6.9
4.3 3.3 4.5 1.7 0.6 0.8 0.6 0.2 0.4 0.3 0.9 0.5 0.5 0.3 7.6
5.5 3.2 4.6 1.8 0.6 0.6 0.5 0.2 0.6 0.3 0.9 0.4 0.5 0.4 8.9
5.5 3.7 4.7 1.7 0.3 0.6 0.6 0.3 0.8 0.3 0.7 0.4 0.5 0.4 8.7
5.6 5.8 5.3 1.9 0.6 0.6 0.7 0.4 1.0 0.3 0.9 0.7 0.6 0.4 9.0
6.6 6.8 5.9 1.9 0.9 0.7 0.5 0.3 1.0 0.4 0.9 0.6 0.6 0.4 8.7
5.8 6.7 5.9 2.0 1.2 0.8 0.6 0.3 1.0 0.4 1.1 0.6 0.6 0.5 9.6
6.2 6.7 5.4 2.0 1.8 0.7 0.6 0.2 1.1 0.4 1.0 0.7 0.6 0.7 10.6
6.5 7.8 6.3 2.0 1.6 0.7 0.6 0.2 1.0 0.5 1.0 0.7 0.6 0.8 11.0
9.3% 8.5% 6.1% 4.6% 15.1% 1.2% 7.0% 4.5% 16.2% 9.8% 8.7% 11.9% 3.3% 9.8% 7.8%
Total . . . . . . . . . . . .
8.4
19.3
21.9
24.0
26.5
29.0
29.2
33.8
36.2
37.1
38.7
41.3
7.9%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
Palm Oil and the Environment Oil palm is the world’s most efficient oil-bearing crop in terms of land utilization, efficiency and productivity. A single hectare produces up to 10 times more oil than other oilseeds. Oil palms yield an average of four tonnes, which is larger in terms of oil per hectare and per year as compared to soybeans (0.4 tonnes of oil per hectare) and sun oil (0.6 tonnes of oil per hectare). This means that about 10 times as much land is required for soybeans to produce the same amount of oil. However, it should be considered that soya meal is produced from soybeans to a much greater extent than palm kernel meal from the FFB/palm kernels of oil palms. In January/December 2012, world palm oil production reached 53.7 million tonnes and accounted for 35% of world production of all the 11 major vegetable oils, although it was produced on only 6% of the world oilseed area. The RSPO has been set in force as a volunteer multinational organization including participation of palm oil producers as well as of consumers, governments, logistics sector (trade, storage, etc), banks, and non-government organizations (NGOs). They have decided upon criteria for sustainable palm oil output and various certification procedures have been developed, making it possible for consumers to purchase certified sustainable palm oil. Policies have been set in place to protect rainforests and limit oil palm expansion into environmentally sensitive areas. Malaysia maintains 63% of the land under forest, including some of the world’s oldest virgin rainforests, despite relying on agriculture and forest resources for livelihood. In 2010, Indonesia had 52% of its land under forest, the United States had 33% of its land under forest, Argentina had 11% of its land under forest, Brazil had 62% of its land under forest, France had 30% of its land under forest, Germany had 32% of its land under forest and the United Kingdom had 12% of its land under forest. In 2010, the total oil palm area in Malaysia was 4.85 million hectares as compared to 2.03 million hectares in 1990. The increase of 2.8 million hectares was partly due to reducing rubber plantations by 0.8 million hectares, cocoa plantations by 0.4 million hectares and copra-producing plantations by 0.2 million hectares. Thus, the net increase in the total area of all the four crops in Malaysia was only 1.4 million hectares during the past 20 years. Since 1990, the Malaysian Government has stopped new forest land being opened for crops, including oil palm. Sustainable forest management is reportedly being phased in under globally developed criteria. Agriculture in the tropics must take into account a highly dynamic eco-system. The oil palm industries have developed eco-friendly practices, including reduced herbicide use, integrated pest management and innovative recycling. A zero-burning policy is being carried out for new plantings as well as for replanting. Following their productive life of 22 to 25 years, the cut-down palms are no longer burnt in the field, and are instead mechanically cut-down, shredded and decomposed on site. 81
Biomass from the oil palms, including pruned fronds, empty fruit bunches and old palm stems, are used as fertilizer, due to their high content of nitrate, magnesium, phosphate and other nutrients. Price Developments until 2013 Until 2006, prices of major oilseeds and vegetable oils fluctuated within a relatively narrow range. However, since 2007, volatility has increased, mainly as a result of the new demand coming from the biofuel industries, including accelerating world demand for food, primarily in Asia, in particular, India and China. The increased fluctuation is illustrated from the two graphs below, showing the development of monthly average prices of the three major oilseeds (soybeans, rapeseed and sunflower seed) and the four major vegetable oils (palm oil, soya oil, rape oil and sunflower oil). Monthly Prices of 3 Oilseeds (in US-$/T) 1050 Soybeans, US, cif R'dm Sunseed, EU, cif Lower Rhine Rapeseed, EU, cif Hamburg
900 750 600
Soybeans, US, cif R'dm Rapeseed, EU, cif Hamburg
450
Sunseed, EU, cif Lower Rhine
300 150
'99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13
January 1999 until July 2013 In certain periods, there were extreme price movements. For example, palm oil temporarily showed larger than usual price discounts relative to soya oil and other vegetable oils in periods of considerable increases of production and accumulating stocks (for example in July/December 2008). Also during July/June of 2012 and 2013, palm oil was offered at larger than usual discounts vis-à-vis soybean oil and rapeseed oil, which was partly a result of the supply tightness of soya oil and rape oil and partly a result of an increase in world palm oil production which occurred at a time of a slowdown of world demand and resulted in an accumulation of world stocks to new record highs as of December 2012. Monthly Prices of 4 Oils (in US-$/T) 2050 1900 1750 1600 1450 1300 1150 1000 850 700 550 400 250 100
SBO Dutch Sun oil EU Rape oil Dutch CPO cif R'dam Sun oil EU Rape oil Dutch SBO Dutch CPO cif R'dam
'99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13
January 1999 until July 2013 Sunflower oil sometimes commanded unusually high premiums vis-à-vis other vegetable oils (for example in 2008 and in 2002) when world supplies of sunflower oil were tight and the demand in the food industry resulted in unusually high sun oil prices, including an unusually large price premium of sunflower seed relative to soybeans in 2008.
82
Normally, the prices of the four major vegetable oils trade in a relatively narrow range because of substitution. There is a sufficiently high price elasticity of demand in which consumers can shift a certain portion of their demand between the major edible oils depending on price. Monthly crude palm oil prices cif Rotterdam in US-$ / MT
1400 1200 1000 800 600 400 200 0
The average 1977-2006 is US-$ 468. The average 2007-2011 jumped to US-$ 890.
'73 '75 '77 '79 '81'83'85'87'89'91'93'95'97'99'01'03'05'07'09'11'13
Monthly Prices from March 1972 until July 2013 Prices of crude and processed palm oils as well as palm kernel oil and palm kernel expellers reached record levels in January/December 2011. This was mainly due to the discrepancy between very strong and rapidly increasing global demand for all oils & fats as well as insufficient production. Higher prices were necessary in 2011 to slow down the demand growth to keep actual consumption in line with global availability. For the 17 major oils and fats, a supply shortage occurred in 2011 despite an above-average growth of palm oil production. On average, January/December 2011 RBD palm olein (fob Malaysia) amounted to U.S.$1,148, a new high and well up from preceding years. In Rotterdam, the price of crude palm oil averaged U.S.$1,125 and of palm kernel oil U.S.$1,648, which was 25% and 39%, respectively, above the respective annual average price in 2010. In 2012, world market prices of palm oil and other vegetable oils came under considerable pressure, primarily in the second half of the year, partly caused by the slowdown in world consumption. Demand in general was affected by the deteriorated economic developments in several major consuming countries (including China). On top of that, world production of biodiesel slowed down sizably in 2012, affecting usage of palm oil and other vegetable oils. In January/December 2012, RBD palm olein (fob Malaysia) amounted to U.S.$989, 14% below the record established a year earlier, but still above average. In Rotterdam, crude palm oil prices were approximately U.S.$1,000 in 2012, down 11%. Palm oil reached a temporary bottom in December 2012, trading slightly higher but generally sideways in January/June 2013. Additional price pressure occurred in July and August 2013, pulling prices of crude palm oil in Rotterdam to about U.S.$800 and RBD palm olein (fob Malaysia) to only U.S.$740. However, according to current OIL WORLD, most of the bearishness seems to be discounted in prices in August 2013, limiting potential decreases in price. World palm oil demand exceeded production in January/July 2013, resulting in a considerable decline in palm oil stocks in Malaysia and worldwide. The Indonesian Palm Oil Industry Palm oil production in Indonesia mainly takes place in Sumatra (which accounted for approximately 75% of the total oil palm area), with Kalimantan in the second place, followed by Sulawesi. The Indonesian palm oil industry comprises government-owned plantation companies, private sector plantation companies and small landholders. INDONESIA: Area of Oil Palm Plantations by Category of Producer (1,000 hectares) 2003
2006
2009
2010
2011
Government-owned plantations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663 692 634 658 637 Smallholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,854 2,537 3,014 3,078 3,620 Private sector plantations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,766 3,056 3,887 4,374 4,652 Total planted area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Source: Indonesian Palm Oil Statistics
83
5,283
6,285
7,535
8,110
8,909
Back in the nineties, the Indonesian government-owned plantation companies collectively were the largest producers of CPO in Indonesia. However, over the past several years, the palm oil industry in Indonesia has shifted from primarily government-owned to private ownership and the portion of large plantations has increased sizably. As a result of the government’s policy to promote the participation of the private sector in the palm oil industry, private plantations grew by 41% from 2.8 million hectares in 2003 to 4.65 million hectares in 2011, and accounted for 52% of the total Indonesian oil palm area in 2011. In comparison, the share of government-owned plantations declined from 13% in 2003 to 7% in 2011. The total size of oil palm plantations owned by small landholders increased significantly by 1.8 million hectares from 2003 to 2011, accounting for 41% of the total Indonesian oil palm area in 2011, due to the success of the Plasma Program. Indonesian Domestic Consumption and Exports of Palm Oil Indonesia, with the fourth largest population in the world, has boosted consumption of palm oil for food as well as for inedible use (for the production of biodiesel as well as in the oleochemical industry). In January/December 2012, total domestic consumption of palm oil reached a record 7.0 million tones, quadrupling in the past 20 years, thus becoming the second largest palm oil consumer in the world and accounting for 13% of world consumption. Domestic usage of palm kernel oil showed a significant uptrend in the past ten years. INDONESIA: Domestic Consumption of Palm Oil and Palm kernel Oil (million tonnes)
2009
2010
2011
2012
10-year average growth until 2012
1992
2002
2003
2004
January / December 2005 2006 2007 2008
Palm oil . . . . . . . . Palm kernel oil . .
1.7 0.1
3.0 0.3
3.2 0.3
3.4 0.4
3.6 0.4
3.7 0.4
4.1 0.5
4.4 0.6
4.8 0.6
5.4 0.8
6.3 0.9
7.0 1.1
8.7% 15.5%
Total . . . . . . . . . .
1.8
3.3
3.5
3.8
4.0
4.1
4.6
5.0
5.4
6.2
7.2
8.1
9.4%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
Despite a large population, domestic consumption of palm oil in Indonesia was still well below the production level of 26.9 million tonnes in 2012, resulting in the higher availability of palm oil for exports. The table below shows Indonesian palm oil production and exports from 1992 to 2012. In 2010 crude palm oil exports accounted for 57% of the total Indonesian palm oil exports, which fell to 52% in 2011. In 2012 the Indonesian exports of crude palm oil declined to only 7.25 million tonnes, or 42% of total exports due to the substantial change in the export duty system, as a higher share of the country’s crude palm oil production was first processed domestically before exports took place. INDONESIA: Production and Trade of Palm Oil (million tonnes)
Production . . . . . . Imports . . . . . . . . Exports . . . . . . . .
1992
2002
2003
2004
January / December 2005 2006 2007 2008
3.0 0.31 1.3
9.4 0.02 6.5
10.6 0.01 7.4
12.4 0.01 9.0
14.1 0.02 10.4
16.1 0.03 12.5
17.4 0.02 12.7
19.4 0.03 14.6
2009
2010
2011
2012
10-year average growth until 2012
21.2 0.05 16.9
22.3 0.08 16.5
24.3 0.05 17.1
26.9 0.02 19.1
11.1% 0.00% 11.4%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
INDONESIA: Production and Exports of Palm kernel Oil (million tonnes)
Production . . . . . . Exports . . . . . . . .
1992
2002
2003
2004
January / December 2005 2006 2007 2008
0.3 0.2
1.0 0.7
1.1 0.8
1.3 0.9
1.5 1.0
1.7 1.3
1.8 1.3
2.1 1.4
2009
2010
2011
2012
10-year average growth until 2012
2.3 1.7
2.4 1.6
2.6 1.6
2.9 1.7
11.7% 8.5%
Source: Oil World ANNUAL 2013 and other publications of ISTA Mielke GmbH, Internet: www.oilworld.de
Indonesian production of palm kernel oil increased in line with palm oil and reached a record 2.9 million tonnes in 2012. Until 2010, most of the growth in the Indonesian exports of palm kernel oil occurred as crude, which expanded from 0.5 million tonnes in January/December 2003 to 1.34 million tonnes in 2010. However, a 84
significant increase in the refining capacity, stimulated by differential export taxes during the past two years, has resulted in a change in the structure of palm kernel oil exports. A growing portion of crude palm kernel oil is now processed domestically and exported as refined or further processed oil, which has reduced the exports of crude palm kernel oil to only 0.7 million tonnes in 2012. Total exports of palm kernel oil showed smaller growth than production in recent years due to rising domestic requirements from the expanding oleochemical industry. In January/December 2012 total Indonesian exports of palm kernel oil amounted to 1.7 million tonnes. Recent Developments in Indonesian Government Policies In September 2011, the Indonesian Government announced important changes in its policy on export taxes, which turned out to have significant repercussions. The maximum export duty on processed palm oil was sharply reduced to a maximum of 13% from 25%, which was even lower than the export duty on crude palm oil of a maximum of 22.5%. This was done in an effort to stimulate further expansion of the refining capacity in Indonesia with the ultimate goal that a much larger portion of the country’s crude palm oil production is processed domestically and subsequently exported in processed form. The tax rates were subsequently adjusted according to market prices, but the duty on processed oil remained at least 5.5% below that of crude palm oil. The new tax formula contains a progressive export tax on crude palm oil which begins at 7.5% when the commodity is valued between U.S.$750 and U.S.$800 per tonne, with a 1.5% increase for every U.S.$50 increase in the price of crude palm oil. With effect from early January 2013, the Indonesian Government reduced the export tax on crude palm oil to 7.5% from 9.0% in December and November 2012, and 13.5% in October 2012, reflecting declining world market prices of palm oil. The export duty for crude palm oil was subsequently raised in the first eight months of 2013 to 10.5% in August 2013. The export duty on crude palm kernel oil was fixed at the same level as crude palm oil and was reduced from 13.5% in September 2012 to 7.5% in January 2013, and subsequently raised again to 10.5% in August 2013. Export duties on refined and further processed oils are below the tax for crude palm oil. For example, the tax for RBD palm olein was fixed at 2.0% in January 2013 (compared with 7.5% for crude palm oil) and at 4.0% in August 2013 (compared with 10.5%). The export tax for RBD palm stearin as well as for RBD palm kernel oil was zero in January 2013 and only 2.0% in August 2013. For biodiesel, the government reduced the export tax from 2.0% in September 2012 to zero in November 2012, and was kept at zero until August 2013. These important export tax changes have placed the Indonesian processing industry in a competitive position over the refining industry in Malaysia as well as in many importing countries. Due to the tax advantage the Indonesian palm oil refiners have in buying crude palm oil, they can offer processed palm oil more competitively than refiners in other countries, which resulted in a boost in investment into new processing capacities in Indonesia that became operative in the second half of 2012 and in 2013. In fact, several oil palm plantation companies have increased investments in refining and further processing and have thus become integrated players in both upstream and downstream activities in Indonesia. This is the result of the considerable reduction of the Indonesian export duties for refined and further processed palm oil, including bottled cooking oil and other products. 17 OILS & FATS: Estimated World Production until 2020 Forecast 2015F
Production
Palm Oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Seed Oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Soya oil) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Sun oil) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Rape oil) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 other Oils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For biofuels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For other use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Population . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Caput use(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Source : ISTA Mielke GmbH, Oil World Data Bank. (a) in kilos (excluding quantities used for biofuel).
85
62.7* 87.3* 45.0* 15.7* 26.6* 150.0* 53.0*
2010
2005
2000
1995
46.1 76.7 40.2 12.5 24.0 122.8 49.8
34.1 59.7 33.5 9.8 16.4 93.8 47.5
22.0 49.8 25.6 9.7 14.5 71.8 43.1
15.2 39.9 20.4 8.6 11.0 55.1 39.4
203.0* 172.6 30.0* 19.5 173.0* 153.1 7,284.3* 6,895.9 23.7* 22.2
141.2 4.1 137.1 6,506.6 21.1
114.9 1.0 113.9 6,122.8 18.6
94.5 0.2 94.3 5,726.2 16.5
In the years ahead, there is going to be a challenge to raise world production of agricultural crops sufficiently to satisfy increasing demand: • for food (caused by population growth and rising capita usage); • for the expanding requirements in the oleochemical industries, and • for the increasing requirements for biofuels in the energy markets. There is clearly the need to find alternative feedstock for biodiesel production — feedstock which are not competing with food. However, it will still take time until sufficient supplies of third generation biofuels can be made available at reasonable prices. Limiting factors are to be seen in the lack of suitable agricultural land, water as well as processing and transportation facilities. Contribution of Palm Oil to World Vegetable Oil Production Palm oil is best suited to meet world demand to vegetable oil production, and will, in our assessment, show above-average production growth in the years ahead. Due to its much higher oil production per hectare (as compared to soya, rape and sunflowers), considerably less acreage is required to produce the same amount of vegetable oil. For example, the production of 2.0 million tonnes of palm oil and palm kernel oil requires an area of 0.5 million hectares as compared to 1.6 million hectares required for the same quantity of oil in the case of rapeseed and 3.8 million hectares in case of soybean cultivation. We expect the mature oil palm area in Indonesia to increase from 4.1 million hectares in 2006 to 5.7 million hectares in 2010 and to 7.6 million hectares in 2015. Although there is sufficient area suitable for oil palm cultivation in Indonesia, it is still difficult to secure land, due to increasing environmental regulations. In Malaysia, however, future expansion will be limited and we expect only a moderate increase in the oil palm mature area from 4.1 million hectares in 2010 to 4.65 million hectares in 2015. On a global basis, we forecast the aggregate mature oil palm area to reach 16.2 million hectares in 2015, reflecting an increase of 3.3 million hectares from 2010. In addition to Indonesia and Malaysia, we expect sizeable growth in other Asian countries, in particular Thailand, Papua New Guinea, India and the Philippines, as well as in Africa and Central and South America, in particular Brazil. Growth in World Palm Oil Production and Consumption until 2015 The annual growth in world palm oil production will be very high in the years ahead, driven by strong demand globally for food as well as for non-food uses. However, it is questionable whether actual production can be increased quickly enough to satisfy rapidly increasing global requirements. During 2009 and 2010, the growth of new oil palm plantings in Indonesia was considerably lower than expected and actually declined from preceding years. Owing to increasing global requirements of palm oil and difficulties to find suitable land in Malaysia, Indonesia and other countries, it will be important that yields per tree and total palm oil production be raised sufficiently to cover prospective demand. Most of the growth in plantings and production will have to occur in Indonesia. Based on our current forecasts, we expect that world demand will require a boost in Indonesian palm oil production to 33 million tonnes in 2015, which will require an average annual boost in production by 1.9 million tonnes from the 26.9 million tonnes produced in 2012, which will come from increased plantings and increased yields. In coming years, a large number of trees in oil palm plantations of Malaysia and Indonesia need to be replanted. The future growth in world palm oil production may fall short of palm oil demand unless efforts are intensified to raise yields per hectare from the current global average level of 3.8 tonnes per hectare to offset the impact of the slowdown of the annual growth in plantings. However, the growth of Malaysian palm oil production will be more limited as suitable acreage for oil palm growing has become scarce, primarily in West Malaysia. There is still land for expansion in Sabah and Sarawak. We estimate Malaysian production of crude palm oil to reach 20.4 million tonnes in 2015 from 18.8 million tonnes in 2012.
86
There is also potential for growth in several other countries, primarily in Thailand, certain countries in Africa and Brazil. The oil palm industry of Colombia has been badly affected by the bud rot disease which is not yet under control. New hybrids have been developed which are resistant to this disease, but it will take time until enough hybrids have been planted. Our production estimates are given in the table below. PALM OIL: World Production with Breakdown by Major Countries Projection 2015F
Production
Actual Data 2011 2010 2005 (million tonnes)
2012
2000
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nigeria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.40* 32.70* 1.04* 1.26* 2.00* 5.27*
18.79 18.91 16.99 14.96 10.84 26.90 24.30 22.30 14.10 7.05 .94 .93 .89 .80 .74 .97 .94 .75 .67 .52 1.60 1.53 1.38 .70 .53 4.46 4.18 3.76 2.87 2.24
WORLD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62.67*
53.66
50.79
46.07
34.10
21.92
1995
7.81 4.22 .66 .39 .35 1.68 15.11
Source : ISTA Mielke GmbH, Oil World Data Bank.
Government Policies Government policies can play a major role in affecting the oil & fat sector as well as the palm oil sector. In Indonesia and Malaysia, special attention was given to Government policies relating to palm oil, in particular export policies including export taxes. Worldwide, future government policies will also be very important with respect to renewable fuels in general, including biodiesel. The timing and effects of the introduction of the so-called “second-generation” biofuels will also play an important factor. However, there are indications that the original production targets for secondgeneration biofuels will be reduced because of high production costs. There is a relatively high risk, according to the assessment of ISTA Mielke, OIL WORLD Global Market Research and Analysis, that biofuel policies will be changed and adjusted to the market, particularly if world production of agricultural products cannot be raised sufficiently and prices of vegetable oils (and other agricultural commodities) rise to levels considered unacceptable for consumers of food products. In the European Union, for example, the original biofuel consumption targets have been modified and scaled back. Governments will affect the price formation of oilseeds and products as well as grains. Soya Oil & Palm Oil: Monthly Prices (US-$/MT)
1600 1400
Palm oil, crude cif Rott. Soya oil, Dutch fob ex-mill
1200 1000 800 600 400 200 0
72
77
82
87
92
97
02
07
'13
Monthly prices from Jan 1972 until 13 Sept 2013 It should be noted that world demand for vegetable oils exceeded production during the past five years, which resulted in prices appreciating sharply above average (above U.S.$1,100) to sufficiently ration actual demand and to keep it in line with production. In 2011, high prices were required to ration actual consumption by approximately 2 million tonnes below demand. This created pent-up demand, which is likely to unfold once prices ease. Therefore, price setbacks of oilseeds and vegetable oils will be limited as long as the current bioenergy policies remain in place. 87
However, there is indication that governments are reviewing previously announced mandates, partly blaming the recent high consumption of agricultural products for biofuels (biodiesel and ethanol) for the recent high food prices, which was particularly true for the European Union. As a result, the growth potential of biodiesel production has started to slow, which contributed to the sizeable decline in vegetable oil prices in the second half of 2012, mainly in palm oil. Total demand for vegetable oils will continue to rise, with requirements for food a key feature, driven by rising world population and rising demand per capita, particularly in the emerging markets of Asia (above all India and China), but also in Africa and several Central and South American countries, where consumption per person is currently still very low. In addition to food, there will be rising global requirements of vegetable oils of the oleochemical industries, the compound feed industries and the biofuel sector. Prices of oilseeds and vegetable oils will be influenced to a large degree by outside markets. This is true, in particular, for the price development of crude mineral oil. Our price forecast for the year 2015 assumes Brent oil prices of an average U.S.$130. The development of crude mineral oils is a very important determinant for price making of vegetable oils. Daily Prices of Crude Palm Oil & Brent Oil (US-$/T)
1050 Crude palm oil, cif Rott.
1000
Brent crude oil, Brent/ICE
950 900 850 800 750 700 Sep Oct Nov Dec Ja13 Feb Mar Apr May Jun Jly Aug Sep
Prices from 3 Sept 2012 until 12 Sept 2013 Crude mineral oil creates a price floor under which prices of palm oil and other vegetable oils generally do not fall. In the latest OIL WORLD studies, it is argued that in the years ahead vegetable oil prices will continue to trade at more or less sizable price premiums over crude mineral oils. For January/December 2013 we project prices of crude palm oil (cif Rotterdam) to average U.S.$840 per tonne, being pulled down from the averages of 2011 and 2012 as a result of the ample palm oil supplies, increasing production of soya oil and sun oil as well as a slower annual growth in world consumption of vegetable oils. In the next few years prices are likely to stay well supported and sharply above the average of the past 20 years owing to strong and increasing demand for food, due to the growing population and increasing consumption per person, as well as for energy (biofuels). For 2015, we estimate the average annual price of crude palm oil (cif Rotterdam) at U.S.$970. The table below provides a summary of ISTA Mielke’s price estimates of palm oil until 2015. All the historical prices shown in the table refer to the average prices during each calendar year. It should be noted that the price forecast shown for 2015 represents the average of ISTA Mielke’s current range forecasts. Historical and Projected CPO Prices (cif Rotterdam) in USD per Tonne
CPO Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CPO Price . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
Actual Annual Prices 2008 2009 2010 2011
2012
780
949
999
Long Average 1977-2006
1986-1990
468
335
Note: ISTA Mielke’s price projections above reflect the average of its forecast ranges.
88
683
901
1125
Price Projection 2013F 2015F
840*
5-Year Average Prices 1991-1995 1996-2000 2001-2005
453
499
403
970* 2006-2010
758
Palm kernel oil and palm kernel expellers are by-products of palm oil production. Price changes of palm kernel oil often follow those of palm oil. However, fluctuations could be more extreme in certain periods, primarily when coconut oil and palm kernel oil production shows big swings vis-à-vis consumption. Palm kernel oil and coconut oil are called “lauric oils” with most of the global supplies being consumed in the oleochemical industry, primarily in Europe and North America. Increasing quantities will be consumed in coming years in the rapidly expanding economies of the major Asian countries. Palm kernel expellers are used in the livestock industry, primarily in dairy cattle and beef cattle feeds. Prices of palm kernel expellers/meal appreciated notably since 2007 and will remain well above average in coming years, supported by the prospective strength of soya meal prices.
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BUSINESS Overview We are a highly efficient oil palm plantation company with an attractive age profile which we believe will deliver strong production growth in the next few years. Our FFB yield per mature hectare and oil extraction rate was 22.3 tonnes and 23.2% respectively for the year ended December 31, 2012, giving us a CPO yield per mature hectare of 5.2 tonnes, despite the low average age of our planted areas of approximately 6.91 years in 2012. The average age of our planted areas is approximately 7.39 years as of June 30, 2013. Our primary business activities are cultivating oil palm trees, harvesting the FFBs from those trees and processing FFBs to produce CPO, palm kernel and crude palm kernel oil, all of which we currently sell only in Indonesia. As of June 30, 2013, we have 11 oil palm plantations, covering 33,208 hectares of planted area which includes 32,562 hectares of mature oil palm plantations, four CPO mill facilities and one kernel crushing mill. For the year ended December 31, 2012, we produced 227,900 tonnes of CPO and 43,944 tonnes of palm kernel, compared with 176,945 tonnes of CPO and 32,447 tonnes of palm kernel for the year ended December 31, 2011. Oil palm trees reach maturity approximately three to four years after planting and are classified as “young mature” during year four through year seven. During year eight to year 20, oil palm trees are classified as “prime,” having reached the years of peak production of FFBs. From year 21 onwards, oil palm trees are classified as “old” and the production of FFBs gradually declines. As of June 30, 2013, our planted area of mature oil palm trees consisted of 14,612 hectares of “young mature” trees with ages four to seven years old and 17,951 hectares of prime trees with ages eight to 14 years old. None of our oil palm trees are classified as “old” by industry standards. As of June 30, 2013, the overall average age of our oil palm trees was approximately 7.39 years. As a result of increases in mature areas and higher yield from planted areas moving into prime age, our production of FFBs increased from 406,279 tonnes in 2010 to 619,713 tonnes in 2011 and to 715,095 tonnes in 2012, and was 308,785 tonnes in the six months ended June 30, 2013 compared to 290,850 tonnes in the six months ended June 30, 2012. In addition, our mature plantations yielded on average 22.3 tonnes of FFBs per mature hectare in 2012 despite the young average age of the oil palm trees. Over the next several years, we expect that the yields of FFBs from our plantations will continue to improve and production of FFBs will increase as more of our trees reach peak production. We currently own four palm oil mills in operation which have an aggregate processing capacity of 240 tonnes of FFBs per hour, or 1,440,000 tonnes per annum. We are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014. We plan to construct two more palm oil processing mills which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. In addition, we have one kernel crushing plant in operation which has a processing capacity of 150 tonnes of palm kernel per day or approximately 45,000 tonnes per annum. Our primary product is CPO, which accounted for 90.4%, 90.2%, 93.1% and 91.4% of our sales in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Our CPO production increased from 121,725 tonnes in 2010 to 176,945 tonnes in 2011 and 227,900 tonnes in 2012 and was 95,558 tonnes in the six months ended June 30, 2013. Our average CPO extraction rate by weight (i.e. percentage of a tonne of CPO extracted per tonne of FFBs processed) was 23.2% in 2012 and 22.3% in the six months ended June 30, 2013. We also produce palm kernel and crude palm kernel oil. Our production of palm kernel increased from 24,062 tonnes in 2010 to 32,447 tonnes in 2011 and to 43,944 tonnes in 2012, and was 18,862 tonnes in the six months ended June 30, 2013. Our average palm kernel extraction rate by weight (i.e. percentage of a tonne of palm kernel extracted per tonne of FFBs processed) was 4.5% in 2012 and 4.4% in the six months ended June 30, 2013. We started producing crude palm kernel oil in December 2011 and our production of crude palm kernel oil was 3,801 tonnes in 2012 and 1,431 tonnes in the six months ended June 30, 2013. Our crude palm kernel oil extraction rate by weight (i.e. percentage of a tonne of crude palm kernel oil extracted per tonne of palm kernel processed) was 40.1% in 2012 and 40.9% in the six months ended June 30, 2013. We currently sell our products in the Indonesian domestic market only. We also manage all of the plantations and product sales and marketing of our affiliates, PT Tanjung Sawit Abadi and PT Sawit Multi Utama, for which we receive a fee in accordance with Service and Management Agreement and Marketing Agreement signed on June 30, 2013, and as of June 30, 2013, these included six oil palm plantations covering approximately 18,443 hectares of planted areas and one CPO mill facility. Please see “Business — Plantation Management Services” for further details. 90
For the year ended December 31, 2012, our sales amounted to Rp.1,880 billion (U.S.$189 million), our gross income amounted to Rp.989 billion (U.S.$100 million) and our total comprehensive income for the year after the effect of proforma adjustment attributable to equity holders of the parent entity amounted to Rp.474 billion (U.S.$48 million). For the six months ended June 30, 2013, our sales amounted to Rp.892 billion (U.S.$90 million), our gross income amounted to Rp.404 billion (U.S.$41 million) and our total comprehensive income for the period after the effect of proforma adjustment attributable to equity holders of the parent entity amounted to Rp.180 billion (U.S.$18 million). Our EBITDA was Rp.1,021 billion (U.S.$103 million) in the year ended December 31, 2012 and Rp.435 billion (U.S.$44 million) in the six months ended June 30, 2013. Competitive Strengths Production growth driven by favorable young maturity profile of our oil palm trees Oil palm trees require approximately three to four years to mature. The yield of newly matured oil palm trees is relatively low at an average yield of only seven to eight tonnes per hectare. The yields continue to improve as the trees mature to the peak production age, which is between eight to 20 years after planting, reaching approximately 25 to 30 tonnes per hectare. The economic life span of an oil palm tree is typically approximately 25 years and can extend up to approximately 35 years for compact hybrid varieties. As of June 30, 2013, approximately 44.0% of our total planted area, or 14,612 hectares consisted of “young mature” oil palm trees with ages four to seven years old. A further 1.9% or 646 hectares of our plantation consisted of immature trees with ages one to three years old. Approximately 54.1% of our planted area or 17,951 hectares are currently in the prime production age of eight or more years old with the oldest trees being not more than 14 years old. The average age of our planted areas was approximately 7.39 years which is just below the peak production age. As a significant portion of our trees will enter their peak production years in the next three to five years, we believe that the age profile of our trees will support a continued increased in production of FFBs over the next several years with minimal increases in production costs or capital expenditures. Attractive margins supported by high-yields, location and cultivation methods Despite the volatility of CPO prices, we have more than doubled our revenue from Rp.917 billion to Rp.1,880 billion (U.S.$189 million) from the year ended December 31, 2010 to December 31, 2012 due to increased production as our plantations mature and enter into their prime production age. Our EBITDA margin was 48.2%, 54.1% and 54.3% in the year ended December 31, 2010, 2011 and 2012, respectively and was 48.8% for the six months ended June 30, 2013. We believe that we have been able to achieve a high EBITDA margin due to our high yield of CPO per mature hectare and low production costs, which we believe are directly attributable to our strategic location, logistical efficiencies and best practices in plantation management and agronomy practices. Our plantations yielded on average 22.3 tonnes of FFBs per hectare of mature oil palm trees in 2012 despite our plantations having an average age of only approximately 6.91 years in 2012, which together with our high average CPO extraction rate of 23.2%, gave us a CPO yield per mature hectare of 5.2 tonnes. We believe that this is amongst the highest in the industry in Indonesia based on data provided by publicly listed Indonesian palm oil companies in their 2012 annual reports. Our average cash cost per tonne of CPO produced was Rp.2.5 million (U.S.$252) per tonne for the year ended December 31, 2012 and Rp.2.6 million (U.S.$262) per tonne for the six months ended June 30, 2013, which we believe is one of the lowest in the palm oil industry. Strategic location. All of our plantations, mills and other facilities are located in Central Kalimantan Province, Indonesia. This region has soil with high mineral content and favorable climate conditions with high rainfall levels (at approximately 2,800 to 3,000 millimeters per annum), ideal for rapid growth of oil palm trees and high FFB production. Substantially all of our landbank consists of mineral soil, the optimum soil for growing oil palm trees with a small proportion of shallow peat soil. Substantially all of our plantations are located on flat or mildly undulating terrain, which reduces planting, maintenance and harvesting costs. Logistical efficiencies. Our plantations are in close proximity to each other and to our mills and are all covered by a dense network of “all weather” roads built to ensure that every part of the plantations is easily accessible at all times. This reduces our transportation costs and ensures that our FFBs arrive at our mills in a timely and efficient manner to minimize quality deterioration during transport. Consequently, we are able to produce higher quality CPO compared to many of our peers, which allows us to charge a premium over the prevailing domestic CPO price. The FFA content of substantially all of our CPO is consistently at approximately 3.5% or below, compared to the generally accepted industry standard of 5.0%. Also, the proximity of our mills to the TransBorneo highway and the Kumai port allows us to minimize delays in shipments and reduce transportation and logistics costs. Best plantation management and agronomy practices. Our dedicated operations team, comprising experienced agronomists, plant engineers and senior management, constantly seeks to maintain and improve our performance 91
by applying industry best practices in plantation management, agronomy practices and mills operations to achieve high yields of fresh FFBs per mature hectare and high CPO extraction rates. We use only high yielding and high quality seeds for cultivating our seedlings and high quality fertilizer from reputable suppliers with long and established track records. We supplement the use of inorganic fertilizer with organic fertilizer from the byproducts of our mills to ensure that our oil palm trees have the proper nutrients. We seek to ensure that all our oil palm trees produce high yields of FFBs throughout their productive lives by culling the unhealthy seedlings while still in the nursery. We also use sustainable and natural methods for plantings and pest control such as cover crops to minimize soil erosion, increase soil aeration and enrichment and natural predators such as owls to control our mice population and host plants which attract insects which are natural predators of caterpillars. Furthermore, our harvesting practices are designed to maximize production rates by ensuring that our FFBs are harvested at the point of their maximum oil content and processed within 12 hours of harvesting to minimize spoilage. Our research and development personnel also frequently conduct yield gap analysis to provide quantitative estimates of our production to allow us to stay competitive among our key competitors. Significant cultivatable land bank supporting new plantings and future FFB production growth We believe that we are well positioned to substantially increase our planted areas over the next few years to support further FFB production growth. As of June 30, 2013, we had 78,071 hectares of landbank, including (i) 3,600 hectares under the application process for forest area exchange in the Ministry of Forestry (ii) 3,875 hectares of relinquished land area from previous owners which have not been submitted for cadastral process and have not obtained Hak Guna Usaha and (iii) 40,247 hectares held under Ijin Lokasi land permits (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). Of our landbank, only 42.5%, or 33,208 hectares, had been planted. We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. In line with the expansion of our cultivated landbank, we are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014, as well as plan to construct two more palm oil processing mills, which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. Strong relationship with local indigenous community in our areas of operation We have developed and maintained good relationships with the local indigenous communities in our areas of operations by taking an active and leading role in community development through investing in the economic and general wellbeing of the community. For example, we provide for basic needs of the local community, such as health services and medical treatment, educational funds for scholarships, school facilities, school transportation and allowance for temporary teachers in villages. We also carry out public works development and maintenance on the roads and bridges leading to and from our plantations, and create new access to previously inaccessible areas. Our strong relationship with the local communities has ensured minimal social unrest in our areas of operations and disruption to our business. Environmentally sustainable operations In order to achieve long term success in our business, we believe that it is imperative that our operations are environmentally sustainable. As a result, we employ many practices that seek to minimize adverse effects to the natural environment and reduce our requirements for fertilizer and fuel. For example, we practice a no burning policy in our plantations and seek to implement a zero waste policy in our operations. We have a solid waste treatment program in which solid waste generated by oil palm processing in the form of empty bunches, fiber, shells and biosolids are used as mulch and organic fertilizer for our oil palm plantations. We also apply the empty bunches directly on to the plantation to aid in water retention for the soil. In addition, we have also implemented an effluent liquid waste-treatment program using physical and biological treatment to break down effluent so that the effluent can be used as liquid fertilizer in our oil palm plantations. Our largest plantation, PT Sawit Sumbermas Sarana, which produced 48.3% and 51.4% of our total CPO production for the year ended December 31, 2012 and for the six months ended June 30, 2013, respectively, is already RSPO certified and we have initiated the RSPO certification process for our subsidiaries, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati.
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Experienced management team and Board of Commissioners We have an experienced and highly qualified management team who have successful track records in managing oil palm plantation businesses and who actively explore ways to improve on standard industry practices. Our management team has on average approximately 15 years of experience in the oil palm plantation industry and over 90 years of combined industry experience. Mr. Harry M. Nadir, our Unaffiliated Director and CFO has over 22 years of experience in finance, accounting and audit, of which over 12 years has been in the palm plantation industry, while Mr. Vallauthan Subraminam, our Director and COO, has over 37 years of experience in plantations. In addition, the members of our Board of Commissioners have wide experience in the field. Mr. Bungaran Saragih previously served as Minister of Agriculture of the Republic of Indonesia and Mr. Marzuki Usman previously served as Minister of Forestry of the Republic of Indonesia and President Commissioner of a number of Indonesian oil palm plantation companies. Our Strategy Our vision is to become a leading world-class oil palm plantation company and to be an agent of economic and social development in Central Kalimantan Province as well as greater Indonesia. We plan to achieve this vision using the following strategies: Continuous improvement of cost efficiency and productivity through operational excellence and selective mechanization of our operations We intend to seek continuous improvement in our cost efficiency and productivity by implementing effective and efficient operational techniques, including mechanization of the cultivation and harvesting process. We endeavor to collect all loose fruit separated from the FFBs during harvesting, in order to ensure minimal fruit loss during harvesting and to secure high yields of our palm oil products. We strive to maintain operational excellence by regularly updating our standard operating procedures related to the development of science and technology, providing technical training to operational staff to enhance their knowledge and skills and working closely with various leading universities in Indonesia to develop our human resources and technology for oil palm plantations. Furthermore, we intend to continue strictly implementing our internal control system under which experienced in-house planting advisors are employed on a full-time basis to examine and audit our plantations and operational techniques every three months. Our planting advisors have on average approximately 30 years of industry experience. These practices allow us to apply best practices and state-of-the art technology to our plantations and ensure continued operational excellence. Develop and expand our oil palm plantations and milling capacity We plan to expand our oil palm plantations by developing our existing unplanted landbank. As of June 30, 2013, we had 78,071 hectares of landbank, including (i) 3,600 hectares under the application process for forest area exchange in the Ministry of Forestry (ii) 3,875 hectares of relinquished land area from previous owners which have not been submitted for cadastral process and have not obtained Hak Guna Usaha and (iii) 40,247 hectares held under Ijin Lokasi land permits (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). Of our landbank, only 42.5%, or 33,208 hectares had been planted. We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. In line with the expansion of our cultivated landbank, we are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014, as well as plan to construct two more palm oil processing mills, which we expect to complete by the end of 2017. We expect both of these new mills in aggregate to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. Improve and expand our commitment to corporate social responsibility, local community development and environmentally sustainable initiatives We intend to continue to seek to empower and build economically self-sufficient communities where we operate and maintain harmonious relationships with the local communities. We have developed various partnership programs in order to raise the socioeconomic standard of the nearby communities.
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In the future, we plan to construct a methane recovery facility to capture the methane released by the liquid effluent from our mills for power generation at our power stations. Also, as part of our corporate social responsibility program, we plan to sell our surplus power to local electricity authorities to enable them to provide electricity to certain villages in the neighborhood which currently do not have electricity. Selectively pursue acquisition opportunities and strategic partnership to increase our upstream operations and diversify our product base We continue to seek opportunities to acquire further landbank and plantations that meet our acquisition criteria such as size, location, suitability of soil and topography, availability of local labor and receptivity of local communities. In addition, while our main short- and medium-term focus is to grow our upstream operations, we are also seeking to diversify our product base through strategic partnerships. We have made a minority investment in a downstream palm oil refinery which is expected to be in operation during the course of 2015. See “Business — Strategic Investments.” Continue to develop and diversify our customer base We continue to pursue opportunities to acquire new customers with the purpose of strengthening and diversifying our customer base. In the six months ended June 30, 2013, 60.7% of our sales were attributable to Wilmar, 28.6% to PT SMART Tbk and 4.4% to PT Asianagro Agung Jaya, a subsidiary of PT Asian Agri. We believe that the favorable locations of our plantations afforded by their close proximity to the Trans-Borneo highway and the Kumai port provide us with an opportunity to expand our customer base in both the domestic and international markets. As such, we have also made a minority investment in an affiliate company that is constructing a bulking facility and a jetty, which is expected to be in operation during the course of 2014. Corporate History and Development The Company was incorporated on November 25, 1995, under the name PT Sawit Sumbermas Sarana in Pangkalan Bun, Central Kalimantan Province, as a limited liability company under the laws of Indonesia. The following are selected key milestones achieved by our Group: • In May 1999, PT Mitra Mendawai Sejati was incorporated in Pangkalan Bun, Central Kalimantan. • In 2000, we started first planting of oil palm in the Company with total planting of 103 hectares by the end of the year. • In July 2002, PT Sawit Mandiri Lestari was incorporated in Pangkalan Bun, Central Kalimantan. • In March 2004, PT Kalimantan Sawit Abadi was incorporated in Pangkalan Bun, Central Kalimantan. • In March 2005, PT Ahmad Saleh Perkasa was incorporated in Pangkalan Bun, Central Kalimantan by our current shareholders’ affiliates. • In June 2005, the Company, together with PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari, and PT Kalimantan Sawit Abadi, were acquired by our current shareholders and become part of the same group. • In March 2006, we commenced operation of our first palm oil mill. • In April 2009, we commenced operation of our second palm oil mill. • In 2010, our total production of CPO surpassed 100,000 tonnes for the first time. • In September 2011, PT Ahmad Saleh Perkasa was acquired by our current shareholders and their affiliates. • In November 2011, we commenced operation of our third palm oil mill and in December 2011, we commenced operation of our first palm kernel crushing plant. • In 2012, in preparation for the Offering, we underwent a restructuring exercise whereby we acquired control of PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa. See “Business — Restructuring” for further details and our total production of CPO surpassed 200,000 tonnes for the first time. • In March 2013, we commenced operation of our fourth palm oil mill.
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Restructuring In November 2012 and December 2012, we acquired 60.00%, 60.40%, 60.16% and 60.24% ownership interest of PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa, respectively, through subscription of newly issued shares of PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa. On June 18, 2013, we further increased our ownership in PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Sawit Mandiri Lestari, and PT Ahmad Saleh Perkasa to 93.10%, 94.56%, 99.84% and 99.37%, respectively, by further subscribing to their respective newly issued shares. The following chart sets forth our current corporate structure following our Restructuring. PT PBAL
PT MIL
PT PSB
JBP
JA
PT CBI
16.20%
16.20%
31.40%
16.20%
10.00%
Company
99.37%
93.10%
PT ASP
PT KSA
94.56% PT MMS
Note: Entities: PT CBI PT PSB PT PBAL PT MIL PT KSA PT MMS PT SML PT ASP
: PT Citra Borneo Indah : PT Prima Sawit Borneo : PT Putra Borneo Agro Lestari : PT Mandiri Indah Lestari : PT Kalimantan Sawit Abadi : PT Mitra Mendawai Sejati : PT Sawit Mandiri Lestari : PT Ahmad Saleh Perkasa
Individuals: JBP JA
: Jery Borneo Putra : Jemmy Adriyanor
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99.84% PT SML
10.00%
The following map shows the locations and relative distance of our plantations, palm oil mills and other assets in Central Kalimantan Province as of June 30, 2013: SPE NKE
PD PDE DE E SBE SB E SBE
PO MLE PO POM
N NNE
MLE WEST KALIMANTAN
CENTRAL KALIMANTAN
amandau mandau Kabupaten Lamandau Nanga Bulik BKE KDE RGE SGE Kabupaten Sukamara
POM SYE KCP SYE SYE SLE Kabupaten abupaten KNE PLE P E Kotawaringin aringin Barat a POM SLE RDE R POM SGE NBE POM NBE UPE
Iskandar Airport Wilmar refinery
Pangkalan Bun Kumai Port
Jetty, bulking facility & future refinery
JAVA SEA
Plantation estates
Iskandar Airport
Palm oil mills
Kumai Port
Kernel crushing plant
Jetty, bulking facility & future refinery
Wilmar refinery
Key city
Estate under management agreement
Our operations As of June 30, 2013, we have 11 oil palm plantations covering 33,208 hectares of planted area which includes 32,562 hectares of mature oil palm plantations, four CPO mill facilities and one kernel crushing mill. The following flowchart sets forth the production process of our products: KERNEL CRUSHING PLANT
ESTATE
PALM OIL MILL
FFB
PROCESSING PALM PRODUCT
CPO
PK
PROCESSING PALM KERNEL OIL
KERNEL MEAL
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KERNEL OIL
Oil Palm Plantations Plantation land use All of our oil palm plantations are located in Central Kalimantan Province, Indonesia. The following table shows details of land use of the plantation based on the area as of June 30, 2013. PT Sawit Sumbermas Sarana
Details
Company PT Mitra PT Sawit PT Kalimantan Mendawai Mandiri Sawit Abadi Sejati Lestari (hectares)
PT Ahmad Saleh Perkasa
Total
Planted Area Matured Area . . . . . . . . . . . . . . . . . . Immature Area . . . . . . . . . . . . . . . . .
19,754 215
4,541 310
8,267 121
— —
— —
32,562 646
Total Planted Area . . . . . . . . . . . . . . .
19,969
4,851
8,388
—
—
33,208
Essential Infrastructure Townships, roads, reservoirs and housing, etc . . . . . . . . . . . . . . . . . . Palm Oil Mill . . . . . . . . . . . . . . . . . .
841 37
193 10
229 21
— —
— —
1,263 67
Total Essential Infrastructure . . . . . .
878
203
250
—
—
1,330
Conservation Area . . . . . . . . . . . . . . .
202
—
1,323
—
—
1,526
Balance of Unplanted Area Land Cleared . . . . . . . . . . . . . . . . . . Land Undeveloped . . . . . . . . . . . . . . Nursery . . . . . . . . . . . . . . . . . . . . . . .
73 1,602 25
51 2,171 —
— 386 —
— 26,995 —
— 10,705 —
124 41,858 25
Total Balance of Unplanted Area . . .
1,700
2,222
386
26,995
10,705
42,007
Total Hectarages . . . . . . . . . . . . . . . . .
22,748
7,276
10,347
26,995(1)
10,705(2)
78,071
Notes: (1) Includes 14,434 hectares held under Ijin Lokasi land permits which are allocated to the Company’s plasma program. (2) Includes 10,705 hectares in the process of forest relinquishment in the Ministry of Forestry. See “Risk Factors — Risk Relating to our Business — Uncertainty regarding Government zoning and forestry regulations and the validity of certain of our land rights may lead to claims against us or adversely affect our business” for further discussion.
We plan to cultivate approximately 1,000 hectares this year to bring our planted area to approximately 34,110 hectares by the end of 2013 and continue expanding our planted area by cultivating approximately 5,500 hectares per year for the next four years using our existing unplanted landbank as well as through external acquisitions and additional concessions from the Government. The following table sets forth our plantation profile as at June 30, 2013. Plantation Profile as of June 30, 2013 Mature Areas (4 or more years) (hectares) (%)
Immature Areas (1 to 3 years) (hectares) (%)
Year of Planting 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 (up to June 30) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103 174 336 2,796 5,009 6,978 2,556 5,827 4,642 3,593 546 — — —
0.3% 0.5% 1.0% 8.4% 15.1% 21.0% 7.7% 17.5% 14.0% 10.8% 1.7% — — —
— — — — — — — — — — — 345 203 98
— — — — — — — — — — — 1.0% 0.6% 0.3%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,562
98.1%
646
1.9%
97
The following table sets forth the planted area of mature and immature trees and their average age across all our plantations for the year ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2013. Plantation Profile and Average Age Year ended December 31, 2010 2011 2012
Six months ended June 30, 2012
2013
Planted Areas Mature area (hectares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,880 28,420 32,013 32,013 32,562 Immature area (hectares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,675 4,511 1,097 1,003 646 Total planted area (hectares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,555
32,931
33,110
33,016
33,208
Average age (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.01
5.95
6.91
6.43
7.39
Land Rights Pursuant to Law No. 5 of 1960 on the Basic Agrarian Law (“Basic Agrarian Law”) and its implementing regulation, the Government holds title to all land in Indonesia. In order to establish a plantation, it is necessary to obtain land rights from the Government. The land rights granted by the Government have a fixed duration that may be extended. Land rights for plantations generally run for 25 to 35 years and may be extended once for no more than 25 years. We hold a portion of our land rights in the form of Hak Guna Usaha, which are land rights granted on land covering an area of at least five hectares that give the holder the right to use the land for plantation businesses. Only Indonesian nationals and legal entities can hold Hak Guna Usaha titles. We can encumber or mortgage these land rights as security. Hak Guna Usaha allows its holder to utilize the land and anything previously or thereafter cultivated upon the land on an exclusive basis for the duration of the rights. Hak Guna Usaha could be granted either by the State if it is granted over State-owned land, or by such persons holding Hak Pengelolaan (right to manage) in respect of the land. See “— Corporate Social Responsibility” for further discussion on land rights under Indonesian Law. An application for Hak Guna Usaha involves a number of stages, the principal stages of which are: (1) Permission to conduct land survey (Ijin Prinsip); (2) Ijin Lokasi; (3) Obtaining a forest relinquishment from the Ministry of Forestry (for land located within a forest area); (4) Kadastral Map; (5) Panitia B; (6) decree for Hak Guna Usaha (Surat Keputusan Pemberian Hak Guna Usaha); and (7) Hak Guna Usaha. Once an entity receives an Ijin Lokasi, the entity may purchase the land from the current owner and, once it acquires the land, the entity may apply for Hak Guna Usaha by obtaining the minutes of the cadastral survey by Panitia B and a recommendation from the relevant provincial, regency or municipal office of the National Land Agency. A holder of Hak Guna Usaha can generally renew these rights once for an aggregate duration period of 60 years. Most of our Hak Guna Usaha for our old palm plantations are under the initial term of their issuance and therefore can be renewed for an additional term.
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The following table sets forth the land rights held by us under the various states of ownership as of June 30, 2013. Land Rights Stage
Hectares
% of landbank
Hak Guna Usaha . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ijin Lokasi(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,349 40,247 7,474
38.8% 51.6% 9.6%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78,071
100.0%
Notes: (1) Includes 14,434 hectares held under Ijin Lokasi land permits which are allocated to the Company’s plasma program and 10,705 hectares in the process of forest relinquishment by the Ministry of Forestry. See “Risk Factors — Risks Relating to our Business — Uncertainty regarding Government zoning and forestry regulations and the validity of certain of our land rights may lead to claims against us or adversely affect our business.” (2) Includes 3,600 hectares of land currently in the process of forest relinquishment by the Ministry of Forestry and 3,875 hectares of land that have not been submitted for the cadastral process. See “Risk Factors — Risks Relating to our Business — Uncertainty regarding Government zoning and forestry regulations and the validity of certain of our land rights may lead to claims against us or adversely affect our business” and “Risk Factors — Risks Relating to our Business — We hold certain uncertified land, the title to which may be the subject of claims and disputes.”
The following table sets forth certain information regarding the Hak Guna Usaha titles held by each of our subsidiaries for our oil palm plantations as of June 30, 2013. Hak Guna Usaha Company
Land Rights (hectares)
PT Sawit Sumbermas Sarana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Kalimantan Sawit Abadi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Mitra Mendawai Sejati . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Ahmad Saleh Perkasa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Sawit Mandiri Lestari . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,985 4,443 8,921 — —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,349
Year of Expiration
2039 and 2042 2042 2042 — —
We hold Ijin Lokasi in respect of 40,247 hectares (including 10,705 hectares under the application process for forest relinquishment in the Ministry of Forestry and 14,434 hectares that are reserved for plasma plantation). The Ijin Lokasi that we currently hold will expire in 2015 and 2016, unless they are extended. Ijin Lokasi is granted for a certain period. Ijin Lokasi of more than 50 hectares is granted for a period of three years with the possibility of a one year extension if more than 50% of the land acquisition is completed on the land granted under Ijin Lokasi. Although acquisition of land generally cannot be conducted without first obtaining Ijin Lokasi under Regulation No. 2/1999, we could be exempted from this requirement or the Ijin Lokasi is deemed to have been obtained if the following conditions are met: (i) the land is needed for the expansion of ongoing business, (ii) an expansion of business license has been obtained, and (iii) the land is adjacent to the relevant business location. In addition to the land rights mentioned above, we currently have 3,600 hectares which are still in the process of forest relinquishment by the Ministry of Forestry. We have obtained a recommendation from the Governor of Central Kalimantan to perform the exchange process of 3,600 hectares and such exchange process is now under review by the Ministry of Forestry. See “Risk Factors — Risks Relating to our Business — Uncertainty regarding Government zoning and forestry regulations and the validity of certain of our land rights may lead to claims against us or adversely affect our business.” We also have approximately 3,875 hectares that we acquired by relinquishment upon land rights from the previous land owners which has not been submitted for cadastral process, and therefore have not obtained Hak Guna Usaha. See “Risk Factors — Risks Relating to our Business — We hold certain uncertified land, the title to which may be the subject of claims and disputes.” Plasma Program In accordance with Regulation No. 98/2013, plantation companies that have IUPB or IUP for a total area of 250 hectares or more are required to facilitate the development of community plantations for plasma farmers covering at least 20% of the land cultivated by such plantation companies. Such community plantations are to be 99
developed concurrently with the companies’ plantations and shall be completed within three years. Such plasma plantations for development which are facilitated by such plantation companies are to be located outside the IUPB and IUP areas. Once the development of the plasma plantations is completed, such plasma plantations is to be assigned to plasma farmers who will cultivate such land under the supervision of such plantation companies. In some cases, the plantation companies continue to cultivate the plasma land and share the profits with the plasma farmers. Such form of assistance to plasma farmers is generally known as the “Plasma Program.” The plasma farmers are then required to sell to and the oil palm plantation companies are committed to buy the FFBs produced by the plasma farmers based on price formulas determined by the regional governments. In 2012, the National Land Agency issued National Land Agency Circular No. 2/SE/XII/2012 dated December 27, 2012 (“Circular 2/2012”) to all offices of the National Land Agency across Indonesia, which, among other things, provided as follows: • Every plantation company applying for Hak Guna Usaha, or its renewal or extension, shall develop plasma plantations covering an area that accounts for at least 20% of its planted area, and engage in corporate social responsibility endeavors; • The company’s willingness to develop plasma plantations shall be evidenced by a notarial deed setting out the plantation company’s intention to develop such plantations, which must be submitted along with the application to obtain or renew/extend Hak Guna Usaha; • The obligation to develop plasma plantations may be waived if the plantation company has entered into partnership arrangements with smallholders in the form of production cooperation, management and marketing, transportation, operational cooperation, share ownership and/or the provision of support services, and engages in corporate social responsibility endeavors. Therefore, based on Circular 2/2012, even if the plantation company has obtained an IUPB or Ijin Usaha Perkebunan prior to the issuance of Regulation No. 98/2013, it will become subject to the obligation to develop plasma plantations the moment it seeks to renew or extend its Hak Guna Usaha. PT Sawit Sumbermas Sarana, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati obtained their land rights and plantation licenses before February 28, 2007 and their land licenses do not specifically state the area designated for plasma. As such, we did not provide for plasma area when the plantations were developed and as these plantations are now almost fully developed, we have not been able to comply with the plasma requirement as a result of, among other reasons, the lack of available or geographically suitable land for us to acquire for the cultivation of plasma plantations and the lack of cooperation from certain local communities to enter into a Plasma Program with us. On the other hand, we have established a partnership program with farmers, employees, and the surrounding community of the plantation. Partnership programs include assisting the local small landholders in the development of their own plantations by giving them free advisory services, seedlings and fertilizer and purchasing the FFB produced by the local small landholders and converting it into CPO and palm kernel at our mills. Such partnership programs may be in the form of provision of a production facility, production cooperation, processing and marketing, the distribution of seedlings, operational cooperation, share ownership and other supporting services. However, under Regulation No. 98/2013, the establishment of partnership programs shall not diminish the obligation to establish a Plasma Program. The Ijin Lokasi obtained by PT Sawit Mandiri Lestari requires the Company to participate in the Plasma Program by designating around 14,434 hectares of land specifically for the Plasma Program. Meanwhile, the license obtained by PT Ahmad Saleh Perkasa for the land does not set out any specific provision in relation to the designation of the area to be allocated for the Plasma Program. Although the licenses of PT Sawit Sumbermas Sarana, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi do not specifically determine the areas to be allocated as plasma plantations, PT Sawit Sumbermas Sarana, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi are still required to establish the Plasma Program. We plan to coordinate with the local government to meet the plasma requirement in accordance with the applicable laws and regulations. Production The yield of FFBs and palm products from oil palm plantations depends on a variety of factors, including: • the quality of the oil palm seeds and cultivation process; • the soil conditions and climate;
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• the quality of management and maintenance of the plantation, which includes agronomic inputs such as fertilizer and pest control; and • the timely harvesting and processing of the FFBs. The typical commercial life of an oil palm tree is approximately 25 years. Oil palm trees first reach commercial maturity approximately three to four years after planting in the field. We begin harvesting oil palm trees when they reach maturity. However, when harvesting begins, the yield of FFBs from the oil palm trees is relatively low. As the oil palm trees continue to mature, the yields of FFBs increase, generally reaching peak production between years eight through 20. The yield of oil palm trees at peak production is usually approximately 25 to 30 tonnes of FFBs per mature hectare per annum. The economic life span of an oil palm tree is typically approximately 25 years and can extend up to approximately 35 years for compact hybrid varieties. We expect that our yields of FFBs per mature hectare will increase as our young mature trees approach prime mature age. As of June 30, 2013, approximately 45.9% of our mature oil palm trees are still at a young mature age and have yet to reach prime production age. The following table sets forth the area and age profile of our mature oil palm trees as of June 30, 2013. “Immature” trees are those one to three years old, before commercial maturity is reached. “Young mature” trees are four to seven years old, “prime” trees are eight to 20 years old, and “old” trees are aged 21 years or greater. In accordance with convention in the palm oil industry, any decimals in age are rounded up to the next whole year. Age Profile of Oil Palm Trees Immature (1 to 3 years)
Average age (years) . . . . . . . . . . . . . . . . . . . . . . . Total area planted (hectares) . . . . . . . . . . . . . . . . Percentage of total area planted (%) . . . . . . . . . .
1.88 646 1.9%
Young mature (4 to 7 years)
Prime (8 to 20 years)
5.58 14,612 44.0%
Old (21 or more years)
9.07 17,951 54.1%
— — —
Total
7.39 33,208 100.0%
Climate and soil The soil composition of our overall landbank is mostly mineral soil with only a small proportion of shallow peat area. Mineral soil is the optimum soil for the growing of oil palm trees. The following table sets out the classification of our plantations by soil type of our planted areas as of June 30, 2013. Classification by Soil Types (Planted areas) Total planted hectares
Percentage of mineral soil (%)
Percentage of peat soil (%)
PT Sawit Sumbermas Sarana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Kalimantan Sawit Abadi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Mitra Mendawai Sejati . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,969 4,851 8,388
96.0 89.0 100.0
4.0 11.0 —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,208
96.0
4.0
Company
Substantially all of the terrain on our plantations is flat or mildly undulating, which typically results in a lower cost of operations than plantations located on hilly land. According to the Department of Meteorology and Geophysics at Palangkaraya, the capital city of Central Kalimantan Province, the rainfall in the Central Kalimantan Province is approximately 2,800 to 3,000 millimeters per annum and the amount of sunshine is usually at least 4.5 to 5 hours per day. Cultivation We need approximately 170 seeds to have sufficient viable seedlings to plant one hectare of land. In 2012, we purchased approximately the substantial majority of our seed requirements from PT Socfin Indonesia, PT Asian Agri, Dami Mas, PT PP London Sumatra Tbk and ASD-Costa Rica. We believe that the seeds we purchase from our suppliers are genetically superior to most of the seeds commonly available, and as a result, produce trees with higher yields. We have developed good working relationships with our suppliers over the last several years and expect that we will continue to use our current suppliers’ seeds to support our future cultivation initiatives. As of June 30, 2013, our inventory of approximately 1.47 million seedlings is sufficient to plant approximately 8,569 hectares of oil palm trees. We plant germinated seeds in the pre-nurseries at our plantations. After approximately three months in the pre-nursery, we transfer the oil palm seedlings to our main nurseries. We grow the oil palm plants in the main 101
nursery for approximately nine months before planting them in the fields. The young oil palm trees are generally planted approximately nine meters apart, in lines, in a pattern of equilateral triangles, which results in approximately 136 to 142 trees per hectare. Oil palm trees generally begin to produce fruit two and a half years after being planted in the fields, but the trees only begin to produce commercial harvests approximately three to four years after planting. From planting in the fields to commercial maturity, effective maintenance of the young oil palm trees is essential. Through our plantation management systems, we try to ensure that: • the immature oil palm trees are fertilized efficiently and effectively in a timely manner; • the area surrounding each young oil palm tree is kept free from other vegetation which may compete with the oil palm tree for fertilizer, water and sunlight; • all young trees will be productive; • leguminous cover crop (Mucuna bracteata) is established to prevent the growth of competitive vegetation and encourage and promote the retention of moisture, accumulation of humus and fertility of the ground; and • the young oil palm trees are protected from pests and disease. We adopt an efficient best-practice fertilization system for our trees. We use inorganic fertilizers such as urea, rock phosphate, muriate of potash, borate and kieserite to replenish the large amounts of nutrients absorbed by mature oil palm trees. We carry out leaf and soil analysis on each 30 hectare block of mature oil palm trees to detect any nutrient deficiencies and monitor the overall nutrient balance status. The results of such analysis are used to tailor the fertilizer recommendations for each planted block, thus ensuring maximum returns from our fertilizer investments. For the manuring of immature oil palm trees, we use compound fertilizer, based on our soil management unit’s recommendation, in order enhance the growth rate through balance nutrient application. We also apply biomass, consisting of empty fruit bunches and effluent from our mills, as fertilizer substitutes in order to save costs and to implement an environmentally friendly process. Oil palm plantations and mills generally produce large quantities of palm oil mill effluent and empty fruit bunches. Approximately 0.6 tonnes of palm oil mill effluent and 0.2 tonnes of empty fruit bunches are produced for every tonne of FFBs processed. As this biomass is a good source of plant nutrients, we recycle it into our plantations as organic fertilizer. By reusing our mill biomass in this way, we save significant amounts on the cost of inorganic fertilizers, while maintaining a healthy and balanced environment for the vegetation. Harvesting Oil palm trees generally begin to produce commercial harvests approximately three to four years after planting in the fields. We harvest the FFBs of the oil palm trees only when an appropriate quantity of fruit has become detached from the FFBs, indicating peak ripeness. The fruit is ripe for harvesting when there is approximately one loose fruit per one kilogram bunch weight. The ripeness of FFBs harvested is critical in maximizing the quality and quantity of palm oil extraction. We adopt a “zero loose fruit” policy under which we endeavor to collect all loose fruit separated from the FFBs during harvesting, in order to ensure minimal fruit loss during harvesting and to secure high yields of our palm oil products. Our harvesters collect the loose fruit for processing together with the harvested FFBs to increase our CPO and palm kernel extraction rates. We transport harvested fruit bunches by truck to the processing facilities located at our plantations and aim to process 100% of the fruit within 12 hours after harvesting to minimize quality deterioration in the form of FFA build-up in the oil produced. The transport costs of FFBs are roughly five times that of CPO, as FFBs are bulky and heavy, while CPO is relatively lighter and easier to handle. Our mills are adjacent to our plantations and located less than 25 kilometers from where the FFBs are harvested. Therefore, the proximity of our processing facilities to our plantations allows us to both reduce our transport costs and maintain the quality of our CPO. In line with the increase in our FFB production, we are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014. We also plan to construct two more palm oil processing mills, which we expect to complete by the end of 2017. We expect these new mills to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, in the aggregate, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. In addition, we have one kernel crushing plant in operation which has a processing capacity of 150 tonnes of palm kernel per day or approximately 45,000 tonnes per annum. The average yield of FFBs per hectare of our oil palm trees depends in part on their age. The average yield of FFBs from our mature plantations for the years ended December 31, 2010, 2011 and 2012 was 17.0 tonnes per mature hectare, 21.8 tonnes per mature hectare and 22.3 tonnes per mature hectare, respectively, and for the six months ended June 30, 2013 was 9.5 tonnes per mature hectare compared to 9.1 tonnes per mature hectare for the 102
six months ended June 30, 2012. We expect yield per mature hectare to continue to rise as more of our palm trees enter into prime production age. As of June 30, 2013, our oldest trees were 14 years old and the average age of our oil palms was approximately 7.39 years. The following table sets out the average yield of FFBs per mature hectare of our oil palm trees for each of the periods presented below: Average Yield of FFBs per Hectare (mature plantations) Year ended December 31,
Average yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Young Mature (4 to 7 years) . . . . . . . . . . . . . . . . . . Prime (8 to 20 years) . . . . . . . . . . . . . . . . . . . . . . . . Old (21 or more years) . . . . . . . . . . . . . . . . . . . . . .
2010
2011
17.0 13.4 25.0 —
21.8 19.0 28.5 —
Six months ended June 30,
2012 2012 (tonnes per mature hectare)
22.3 17.1 28.0 —
2013
9.1 6.6 11.8 —
9.5 7.5 11.1 —
CPO and palm kernel processing We produce CPO and palm kernel at our four palm oil mills and one kernel crushing plant located adjacent to our plantations. As of June 30, 2013, we have an aggregate processing capacity of CPO of 240 tonnes of FFBs per hour, or approximately 1,440,000 tonnes of FFBs per year. We are currently expanding the capacity of one of our palm oil mills by 15 tonnes of FFBs per hour, which we expect to be completed by the end of 2013, bringing our aggregate capacity to 1,530,000 tonnes per annum by the beginning of 2014. We plan to construct two additional palm oil processing mills which we expect to complete by the end of 2017. We expect these new mills to add processing capacity of 60 tonnes of FFBs per hour, or 360,000 tonnes per annum, in the aggregate, thus bringing our total processing capacity to 315 tonnes of FFBs per hour, or 1,890,000 tonnes per annum, by the end of 2017. In addition, we have one kernel crushing plant in operation which has a processing capacity of 150 tonnes of palm kernel per day or approximately 45,000 tonnes per annum. We expect the construction cost for both CPO processing mills to be between U.S.$12 million and U.S.$14 million. The following table sets forth our average extraction rates, by weight, of CPO and palm kernel extracted as a percentage of FFBs processed and of crude palm kernel oil extracted as a percentage of palm kernel processed, for each of the periods presented below: Average Extraction Rates
CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Crude palm kernel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2010 2011 2012
Six months ended June 30, 2012 2013
22.8% 4.5% —
23.9% 4.7% 40.3%
24.1% 4.4% 34.1%
23.2% 4.5% 40.1%
22.3% 4.4% 40.9%
We have sufficient capacity to process all of the FFBs we harvest on our plantations during the peak harvesting period, which is normally in the third quarter of each year. In 2011 and 2012, we had a surplus of FFBs that exceeded our mills’ capacity which were sold to third party customers. However, we have since expanded our processing capacity and expect to have two additional palm oil processing mills in operation by the end of 2017.
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The following table sets forth our subsidiaries’ production facilities and their volumes processed for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, and annual production capacities as of those dates: Processing Mills As of and for the year ended December 31 As of and for the six months 2010 2011 2012 ended June 30, 2013 Date of Annual Volume Annual Volume Annual Volume Capacity for Volume commissioning Capacity Processed Capacity Processed Capacity Processed Period Processed (tonnes)
Palm oil mills: PKS Sulung . . . . . . PKS Selangkun . . . PKS Natai Baru . . . PKS Suayap . . . . . .
March 2006 February 2013 April 2009 November 2011
540,000 — 180,000 —
421,537 — 112,875 —
540,000 — 270,000 45,000
521,469 — 188,531 25,589
540,000 — 270,000 270,000
464,083 — 267,005 250,178
270,000 120,000(2) 135,000 135,000
154,380(1) 77,725 111,034 126,729
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
720,000
534,412
855,000
735,590
1,080,000
981,266
660,000
469,867
Kernel crushing plant: KCP Suayap . . . . . . December 2011
—
—
1,179
45,000
9,485
22,500
3,497
3,750(2)
Notes: (1) Includes tolling of third party FFBs of 41,884 tonnes. (2) Capacity calculated from month of commissioning.
We anticipate that the CPO production of our oil palm plantations and FFB yield per mature hectare will continue to increase as more of our young oil palm trees enter into the “prime” stage of maturity. In addition, we expect to further improve our overall oil extraction rates as we optimize our harvesting standards and operations. As our plantations expand and we construct additional mills in close proximity to our plantations, we expect that the turnaround time in handling, transporting and processing FFBs will be reduced and losses in quantity and quality due to prolonged storage will be minimized. Process control in our mills is strictly implemented so that oil losses are minimized. Our goal is to optimize all areas of operation in the handling and transportation of FFBs from the plantations to our mills and during the extraction process within the mills. Transportation We employ various means of transportation in our operations. We transport FFBs from the various collection points to CPO processing facilities within our plantations by truck. After processing, we deliver the CPO to the buyers. Palm kernel buyers collect the palm kernels from our mill stores. From time to time, we store the CPO in storage tanks at our CPO mills, pending delivery. The biomass waste which remain after processing is typically transported back to our plantations for use as fertilizer. Indonesian palm oil producers usually accept a 0.5% loss of oil during transportation and shipping within Indonesia, which is typically attributable to condensation as well as other factors. However, since we are located close to the Kumai port and because one of our major customers is strategically located close to our mills, our losses during transport have historically been approximately only 0.2%. Products We produce primarily CPO and palm kernel in our four palm oil mills that are under our control, using FFBs from our plantations. We use all of the FFBs produced by our oil palm plantations in our mills and we also process FFBs purchased from other smallholder plantations close to our palm oil mills to fill up the capacity of our palm oil mills.
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The following table sets forth the production volumes of our products for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013. Production Volumes Year ended December 31, 2010 2011 2012
Product
(tonnes)
(tonnes)
(tonnes)
FFBs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406,279 619,713 715,095 FFB yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.0 21.8 22.3 CPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,725 176,945 227,900 Palm kernel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,062 32,447 43,944 Crude palm kernel oil . . . . . . . . . . . . . . . . . . . . . . . . . — 402 3,801
Six months ended June 30, 2012 2013 (tonnes)
(tonnes)
290,850 9.1 96,360 19,014 2,152
308,785 9.5 95,558 18,862 1,431
The following table sets forth the volumes of our FFB and palm kernel processed for the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2012 and 2013. FFBs and Palm Kernel Processing Volumes Product
Year ended December 31, 2010 2011 2012 (tonnes) (tonnes) (tonnes)
Six months ended June 30, 2012 2013 (tonnes) (tonnes)
FFBs Our production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406,279 619,713 715,095 Purchase from third and related parties . . . . . . . . . . 128,133 119,290 267,207 Tolled in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — Less: Closing balance . . . . . . . . . . . . . . . . . . . . . . . — — — Less: Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3,413) (1,035)
290,850 112,684 — — —
308,785 119,743 41,884 (545) —
Total FFBs processed . . . . . . . . . . . . . . . . . . . . . . . . .
534,412
403,533
469,867
Palm kernel Opening balance . . . . . . . . . . . . . . . . . . . . . . . . . . . Our production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase from third parties . . . . . . . . . . . . . . . . . . . Less: Closing balance . . . . . . . . . . . . . . . . . . . . . . . Less: Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
440 2,080 3,751 24,062 32,447 43,944 — — — (2,080) (3,751) (7,466) (22,422) (29,598) (30,744)
3,751 19,014 — (3,751) (13,679)
7,466 18,862 69 (4,424) (18,476)
5,335
3,497
Total palm kernel processed . . . . . . . . . . . . . . . . . . . .
—
735,590
1,179
981,266
9,485
Our yield of FFBs was 17.0 tonnes per mature hectare, 21.8 tonnes per mature hectare, 22.3 tonnes per mature hectare and 9.5 tonnes per mature hectare in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. Between 2010 and 2012, our production of FFBs, CPO and palm kernel increased significantly as more of our oil palm trees reached prime production age as well as the increase in the hectarage of mature oil palm trees on our plantations. Our mature areas increased from 23,880 hectares in 2010 to 28,420 hectares in 2011, 32,013 hectares in 2012 and 32,562 hectares in the six months ended June 30, 2013. CPO Our main product is CPO. We believe that we are one of the largest private sector producers of CPO in Central Kalimantan Province, Indonesia. We currently sell CPO solely in the domestic market. We produce CPO at four palm oil mills located adjacent to our oil palm plantations using FFBs harvested from our oil palm trees. CPO is extracted from the mesocarp portion of the fruitlets, which are separated from the FFBs during the milling process. See “— Oil palm plantations — CPO and palm kernel processing.” Our yield of CPO per mature hectare, calculated as extraction rate of CPO multiplied by the yield of FFBs per mature hectare, was 3.9 tonnes per mature hectare, 5.2 tonnes per mature hectare, 5.2 tonnes per mature hectare and 2.1 tonnes per mature hectare for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. In 2012 and for the six months ended June 30, 2013, CPO accounted for 93.1% and 91.4%, respectively, of our sales. Palm kernel In addition to CPO, we produce palm kernel from oil palm seeds collected during the milling process. We currently sell palm kernel solely in the domestic market. Previously, substantially all of the palm kernel we 105
produced were sold to customers. However with the completion of our kernel crushing plant in December 2011, we now use some of our palm kernel to produce crude palm kernel oil. In 2012 and for the six months ended June 30, 2013, palm kernel accounted for 5.6% and 7.1%, respectively, of our sales. Crude palm kernel oil We have the capability to produce crude palm kernel oil, which is extracted from palm kernel at our kernel crushing plant. The kernel crushing plant has a processing capacity of 150 tonnes of palm kernels per day or 45,000 tonnes per annum. We only produce crude palm kernel oil when the sales price for crude palm kernel oil is in our opinion more favorable than that of palm kernel. In 2012 and for the six months ended June 30, 2013, crude palm kernel oil accounted for 1.2% and 1.4%, respectively, of our sales. Plantation Management Services We manage all of the plantations of our affiliates, PT Tanjung Sawit Abadi and PT Sawit Multi Utama. As of June 30, 2013, these included six oil palm plantations covering approximately 18,443 hectares of planted area and one CPO mill facility. throughout Indonesia. We also manage the sales and marketing of the CPO and crude palm kernel oil produced by PT Tanjung Sawit Abadi and PT Sawit Multi Utama. The plantations are managed under the Service and Management Agreement among PT Sawit Sumbermas Sarana, PT Tanjung Sawit Abadi and PT Sawit Multi Utama dated June 30, 2013. Under the terms of the Service and Management Agreement, we provide both estate management service and mill management services. Fees are on a fixed basis of U.S.$150 per planted hectare and are payable on a semi-annual basis. To the extent we are required to toll-in FFB for the production of CPO, fees of U.S.$20 per tonne shall be payable to us within five business days after the receipt of invoice. The Service and Management Agreement is for a term of four years and may be extended by mutual agreement by the parties. The Service and Management Agreement is governed by the laws of Indonesia. For additional information, see “Material Contracts.” The sales and marketing of the CPO and palm kernel produced is governed under the Marketing Agreement among PT Sawit Sumbermas Sarana, PT Tanjung Sawit Abadi and PT Sawit Multi Utama dated June 30, 2013. Under the terms of the Marketing Agreement, we are the sole and exclusive marketing agent for all products derived from the managed estates and mills. Marketing fees payable are U.S.$10 for each tonne of CPO and U.S.$5 for each tonne of palm kernel. The Marketing Agreement is for a term of four years and may be extended by mutual agreement by the parties. The Marketing Agreement is governed by the laws of Indonesia. For additional information, see “Material Contracts.” The following table sets forth the FFB and CPO production volumes for PT Tanjung Sawit Abadi and PT Sawit Multi Utama for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013. Production Volumes (PT Tanjung Sawit Abadi and PT Sawit Multi Utama) Year ended December 31, 2010 2011 2012 (tonnes) (tonnes) (tonnes)
Product
FFB produced (tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,446 41,565 74,673 CPO produced (tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — Palm kernel produced (tonnes) . . . . . . . . . . . . . . . . . . . . . . — — —
Six months ended June 30, 2012 2013 (tonnes) (tonnes)
24,481 — —
55,050 — —
The following table sets forth the area and age profile of PT Tanjung Sawit Abadi and PT Sawit Multi Utama’s mature oil palm trees as of June 30, 2013. Age Profile of Oil Palm Trees (PT Tanjung Sawit Abadi and PT Sawit Multi Utama)
Average age (years) . . . . . . . . . . . . . . . . . . . . . . . Total area planted (hectares) . . . . . . . . . . . . . . . . Percentage of total area planted (%) . . . . . . . . . .
Immature (1 to 3 years)
Young mature (4 to 7 years)
Prime (8 to 20 years)
Old (21 or more years)
Total
2.78 6,550 35.5
5.08 11,893 64.5
— — —
— — —
6.15 18,443 100.0
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Strategic Investments In addition to our palm plantation businesses, we have taken strategic stakes of 18.4% in each of PT Sawit Borneo Industri and PT Citra Borneo Utama by subscribing to their respective newly issued shares. While these investments are not expected to contribute significantly to our operating results and earnings in the short-term, we believe that these investments are strategically important for our future growth and development. PT Sawit Borneo Industri is currently developing a bulking terminal and jetty facilities which are expected to be completed during the course of 2014. By obtaining this strategic stake, we believe we will have priority access to these facilities, which will allow us to sell our products to the wider domestic and international market. PT Citra Borneo Utama is currently developing a palm oil refinery with a total annual refining capacity of 750,000 tonnes, which is expected to be completed during the course of 2015. By taking this strategic stake, we believe we will be able to create additional sales channels for our CPO. In addition, we believe we will be able to learn and develop our own capabilities in the refining business for our future expansion downstream. We may also enter into toll refining contracts in the future upon completion of the refinery in order to expand our product base. Quality Control We have adopted quality control procedures at each stage of the production process to maintain the high quality of our palm oil. In our fields, we harvest FFBs only when an appropriate quantity of fruitlet has become detached from the FFBs, which indicates ripeness for harvesting. We have established procedures to ensure that, to the extent possible, our harvesters also collect all of the loose fruit. Our independent quality control team inspects the fruitlets and the FFBs prior to being sent to our processing mills. Further, we promptly transport the fruitlets and FFBs to the processing mills at our plantations to minimize the oxidation process which can deteriorate the quality of the CPO by building up FFAs. To ensure that we maintain operational efficiencies and quality standards at all times, we have implemented an internal control system under which experienced in-house planting advisors are employed on a full-time basis to examine and audit our plantations and operational techniques every three months. The Malaysia Palm Oil Association requires that CPO contain not more than 5.0% FFAs. Our CPO exceeds these standards and, since 2011, the substantial majority of our CPO FFA levels have been approximately 3.5% or below. In addition, we maintain high quality standards relating to the deterioration of bleachability index (“DOBI”). The higher the DOBI, the more easily the CPO can be bleached by the palm oil refinery that purchases the CPO. Our prompt transport of FFBs to our processing mills also helps to maintain the DOBI of the CPO we produce. We also have historically kept within the Malaysia Palm Oil Board (“MPOB”) processing standards of 15 kg of oil losses per tonne of FFBs processed. To realize the consistency and sustainability of the performance parameters in our quality and process, experienced teams are stationed at each of our CPO processing mills to monitor the quality of the production, the efficiency of the production process and the oil losses during the extraction process. Customers We sell our products mainly to Wilmar (through its subsidiaries PT Sinar Alam Permai and PT Wilmar Nabati Indonesia), PT SMART Tbk and PT Asianagro Agung Jaya, which accounted for 60.7%, 28.6% and 4.4%, respectively, of our sales in the six months ended June 30, 2013. Our biggest customer is Wilmar, one of the world’s largest agribusiness groups, with significant palm oil refining facilities located near our plantations in Central Kalimantan Province, Indonesia. Our sales to Wilmar accounted for 97.0%, 91.9%, 56.8% and 60.7% of our sales for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, respectively. See “Risk Factors — Risks Relating to our Business — We currently derive substantially all of our revenues from a small number of customers and the loss of any of our existing customers could result in a material decline in our revenues and profit.” We intend to increase our production in the future and are negotiating with other major palm oil buyers in order to diversify our customer base and better manage our risk profile.
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The following table sets forth our top customers who each account for more than 5.0% of our total sales in the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, in absolute terms and as a percentage of total sales: 2010 (Rp. millions) (%)
Year ended December 31, 2011 (Rp. (Rp. millions) (%) millions)
2012 (U.S.$ ’000)
(%)
Six months ended June 30, 2013 (Rp. (U.S.$ millions) ’000) (%)
PT Sinar Alam Permai(1) . . . . . . . . . . . 806,283 87.9 975,462 70.7 908,051 91,454 48.3 427,401 43,046 47.9 PT Sinar Mas Agro Resources and Technology Tbk . . . . — — 88,169 6.4 386,961 38,973 20.6 254,632 25,645 28.6 PT Wilmar Nabati Indonesia(2) . . . . . . . . 83,148 9.1 292,858 21.2 159,796 16,094 8.5 113,852 11,467 12.8 PT Asianagro Agung Jaya(3) . . . . . . . . . . . . . — — — — 395,051 39,788 21.0 39,002 3,928 4.4 Notes: (1) PT Sinar Alam Permai is a subsidiary of Wilmar. (2) PT Wilmar Nabati Indonesia is a subsidiary of Wilmar. (3) PT Asianagro Agung Jaya is a subsidiary of PT Asian Agri.
In the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, the average number of days taken for the settling of our accounts receivable by our customers (days sales outstanding) was nil, 0.3 days, 1.7 day and 4.8 days, respectively. Our days sales outstanding are calculated by dividing 365 days (or 180 days for the six months ended June 30, 2013) by the average sales turnover for each respective period. We calculated our average sales turnover as sales divided by the average of beginning and ending trade receivables balances for each period. Major Suppliers The following table sets forth our top five suppliers for each of the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013: Major Suppliers
Hj Hayanah . . . . . . . . . . . . . . . . . . CV Enam Saudara . . . . . . . . . . . . . PT Menthobi Sawit Jaya . . . . . . . . PT Methobi Makmur Lestari . . . . . Meinardo . . . . . . . . . . . . . . . . . . . . PT Sawit Multi Utama . . . . . . . . .
Product(s)
2010 (Rp. billions)
FFBs FFBs FFBs FFBs FFBs FFBs
21,957 2,530 23,993 — — —
Year ended December 31, 2011 2012 (Rp. (Rp. (U.S.$ ’000) billions) billions)
37,795 15,896 33,028 10,434 — 45,404
70,437 46,630 38,739 6,532 20,762 63,302
7,094 4,696 3,902 658 2,091 6,376
Six months ended June 30, 2013 (Rp. (U.S.$ ’000) billions)
26,638 23,374 20,864 16,442 13 —
2,683 2,354 2,101 1,656 1 —
These suppliers consist of FFB suppliers, who supply FFBs for our processing plants. In the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, the average number of days taken for the settling of accounts payable by us (days payable outstanding) was 49.0 days, 48.1 days, 21.1 days and 14.9 days, respectively. Our days payable outstanding are calculated by dividing 365 days (or 180 days for the six months ended June 30, 2013) by the average payable turnover for each respective period. We calculated our average payable turnover as cost of sales divided by the average of beginning and ending trade payables balances (third parties and related parties) for each period. Sales, Marketing and Distribution In 2012 and the six months ended June 30, 2013, all of our sales of CPO and palm kernel were made to the domestic market. We sell CPO, palm kernel and crude palm kernel oil directly to our customers. We generally make these sales on both a spot and a forward basis and negotiate delivery terms at the time of each sale. In accordance with usual current practice for spot market sales in Indonesia, customers pay for our CPO and palm 108
kernel within five business days after entering into contracts of sale with us and take delivery approximately two weeks after such contracts are concluded. We negotiate other delivery terms on a contract by contract basis. Pricing The prices of our CPO and palm kernel are principally dependent on the supply and demand of CPO and palm oil products, which may differ somewhat between Indonesian and international markets. Pricing of CPO in the domestic Indonesian market is also affected by the Indonesian export taxes and other Government restrictions discussed above. All of our sales of CPO have been made within the Indonesian market. Although we invoice our sales of our CPO in Indonesian Rupiah, prices have generally been based on, or have been primarily affected by, international U.S. Dollar prices for CPO. We enter into spot and forward agreements with our customers. For spot contracts, our sales of CPO are priced by reference to the spot market prices set at the daily PT Astra Agro Lestari auction sale conducted in Kumai, Central Kalimantan Province. The prevailing market prices for CPO at the Kumai auction are set on a “free on board” basis from Kumai and have generally been based on, or principally affected by, international CPO prices prevailing at the MDEX (operated by Bursa Malaysia Derivatives Berhad) in Kuala Lumpur, Malaysia, and the Joint Asian Derivatives Exchange (a joint venture of CBOT Holdings, Inc. and the Singapore Exchange Securities Trading Limited) in Singapore. Although generally based on the prevailing market prices in Kuala Lumpur, the daily Kumai auction prices have generally been lower than the Kuala Lumpur market prices, due to the export tax on CPO and other palm oil-based products imposed by the Government and other export-related expenses. Our price for CPO has historically been approximately the same as the Kumai auction price. Our quality of CPO, which had FFA content below 3.5%, allows us to charge a premium above the Kumai auction price in the range of Rp.50 to Rp.75 per kilogram for CPO. In 2012, approximately 35.9% of our sales were on spot contracts. We also enter into forward contracts with our customers. These contracts are executed on a formula pricing basis where the quantity of the CPO to be supplied has been fixed upfront while the pricing is fixed upon each delivery based on the agreed observable market price. In 2013, we entered into various contracts with our customers to sell a fixed amount of CPO. Under the terms of these contracts, we are currently obligated to supply approximately 1,500 tonnes on a weekly basis to Wilmar and 2,000 tonnes of CPO on a monthly basis and 1,000 tonnes of CPO on a weekly basis to PT SMART Tbk, in which for each delivery, the prices are determined based on the weekly or monthly average of PT Astra Agro Lestari’s Kumai CPO auction price depending on the period of delivery. All of the forward contracts shall expire at the end of December 2013. Palm kernel prices are determined by tender in the Kumai market. Prices for palm kernel are subject to fluctuations depending upon the supply of and demand for this product and its derivatives. Similar to CPO prices, Indonesian crude palm kernel oil prices also differ from international prices due to differences in applicable export tax. Generally, crude palm kernel oil prices are determined by reference to fob Malaysia price quoted by the MPOB, which can be negotiated. The quoted price is then deducted by the freight cost and applicable export tax, resulting in the local price, which is then marked up by a 10% VAT, resulting in the fob price. Competition CPO is freely traded in the local and international commodity markets. As such, all CPO producers and plantation owners (whether in Indonesia or in the region) are potentially our competitors. In particular, we view small upstream oil palm plantation companies (i.e. producers of 1,000,000 tonnes or less of FFBs in 2012) as our primary competitors and large upstream oil palm plantation companies (i.e. producers of over 1,000,000 tonnes of FFBs in 2012) as our secondary competitors. The players in the Indonesian oil palm plantation industry comprise state-owned plantation companies as well as private plantation companies and smallholders. Some of the larger listed plantation companies which produce CPO products and which may potentially compete in the same industries as us are Indofood Agri Resources Ltd., First Resources Limited, PT Astra Agro Lestari, Tbk, PT Sampoerna Agro, Tbk and PT SMART Tbk. Research and development Oil palm plantations Research and development (“R&D”) is an important part of our operations and has led to improvements in our agricultural techniques, yields and profitability. The goal of our R&D efforts is to maximize the economic yield 109
potential of oil palm in a sustainable and scientifically sound manner through properly tested field experiments. Our research findings are incorporated into our management practices and planting policies. Our R&D unit implements and monitors best practices in agronomy, taking periodic and ad-hoc advice from agronomists on the application of environmentally sustainable and cost-efficient agronomic practices such as conducting site yield potential and yield gap analysis to maximize oil yield per hectare, monitoring nutrient levels in oil palms and soils to seek to achieve high productivity, using oil palm biomass and mill by-products as organic fertilizer to reduce the use of inorganic fertilizer, and pre-empting pest and disease occurrence at all stages of growth through an integrated pest management system to provide early warning. The key areas of our R&D program are nutrient, soil, pest and disease (“P&D”) and oil palm biomass and palm oil mill by-products. Our R&D personnel provide technical assistance to our plantation such as the formulation of annual fertilizer recommendations, the conduct of foliar and soil sampling and the rendering of technical advice relating to planting practices. For the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2013, our expenditures on research and development activities amounted to Rp.700 million, Rp.2.7 billion, Rp.2.9 billion (U.S.$0.3 million) and Rp.1.1 billion (U.S.$0.1 million), respectively. Our current research and advisory efforts focus on the following: • Nutrient Management. Balancing nutrition is a major requirement in oil palm cultivation. Site-specific nutrient management plans, along with the correct nutrient inputs, are necessary in order to ensure an optimum yield. In developing a site-specific plan, our R&D personnel conduct various experimental programs at trial sites to study the effects of different fertilizer dosages applied to the oil palm crop, the application of palm oil mill by-products and the methods of fertilizer application in order to monitor the effects of these programs on the growth and yield of the oil palms. • Soil Management. Soil in our plantation is grouped and classified into several soil management groups for more efficient and effective cultivation of oil palms in a sustainable manner. Our R&D personnel conduct soil surveys and collect soil samples for analyzing and determining the applicable soil management groups. We also develop and tailor experimental programs to the respective soil management group. Currently, we are studying various experiments on marginal soil groups. In addition, one of our main policies to minimize soil erosion is through planting leguminous cover crop and minimizing chemical spraying on weeds. • Pest and Disease Management. Implementation of an effective P&D management plan is key to maintaining the P&D level under the economic threshold at all times. In order to maintain the necessary P&D level, we develop site-specific integrated pest management plans and strategies for better management and monitoring of pest and disease developments, which include experimental trials aimed at achieving a better understanding of the behavior of pests and diseases, curative and preventive treatments, as well as the effects of cropping techniques. We also use biocontrol agents (such as bacteria and fungus) and natural predators (such as owls and snakes) to keep the pest level under the economic threshold limit and to reduce the use of hazardous chemical, thereby also fulfilling RSPO’s Principles and Criteria. • Oil Palm Biomass and Palm Oil Mill By-Products Management. Utilization of oil palm biomass and palm oil mill by-products is one of our main practices in promoting sustainable oil palm cultivation. The usage of recycled biomass (such as oil palm fronds) and by-products (such as empty fruit bunches and treated effluent) are tailored for specific sites to be used as soil conditioners and sources of nutrients for oil palms without affecting the oil palms’ yield. Our goal is to maximize the utilization of biomass and by-products, thus reducing our manuring cost and improving the soil structure of marginal areas. In addition, we continuously update and improve our application techniques and rates through collaboration with our internal research program and other institutions. Insurance We maintain insurance for our mills, inventories, vehicles, heavy equipment, furniture and fixtures and property (including buildings and mills). In addition, we are also covered for losses from plantation fires. This insurance provides for the replacement cost of the assets covered but does not cover business interruption or losses from volcanic eruption or governmental expropriation. In addition, we do not maintain third-party liability insurance. All of our insurance is underwritten by local underwriters.
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The following table sets forth certain information regarding our insurance coverage as of June 30, 2013. Type of Insurance
Fixed Assets (consists of buildings, machinery and equipment, vehicles and heavy equipment and furniture and fixtures) . . . . . . . . . . . . . . . . . . . . . . .
Immature plantations . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories (e.g. stock of CPO, palm kernel and chemicals) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurer
PT Wahana Tata, PT Asuransi Tri Pakarta PT Asuransi Tri Pakarta
PT Wahana Tata, PT Asuransi Tri Pakarta
Amount insured
Rp.1,210,658 million (U.S$.122 million) and U.S.$3.2 million Rp.39,503 million (U.S$.4 million) Rp.399,064 million (U.S$.40 million)
While we do not insure our plantations against disease or pests, we believe our insurance coverage is consistent with Indonesian oil palm and other plantation and refining industry standards. Environmental considerations Our cultivation of oil palm trees and processing of FFBs at our plantations raises environmental considerations. At our oil palm plantations, we aim to replace pesticides with less expensive but more effective and environmentally friendly biological methods of controlling pests and preventing diseases. We recycle the empty fruit bunches as organic fertilizer and to aid in water retention for the soil. We have also implemented an effluent liquid waste-treatment program using physical and biological treatment to break down effluent so that the effluent can be used as liquid fertilizer in our oil palm plantations. In the future, we plan to construct a methane recovery facility to capture the methane released by the liquid effluent from our mills for power generation at our power stations. Also, as part of our corporate social responsibility program, we plan to sell our surplus power to local electricity authorities to enable them to provide electricity to certain villages in the neighborhood which are presently without electricity. We do not use fire as a method of land clearing in developing new plantation land. In addition, we have a solid waste-treatment program in which solid waste generated by oil palm processing in the form of empty bunches, fiber, shells and biosolids are used as mulch and organic fertilizer for our oil palm plantations. In 2012, approximately 143,019 tonnes of empty fruit bunches were produced and applied in 2,380 hectares of our oil palm plantations. The processing of CPO produces no polluting effluent. The effluent produced by our CPO processing operations is monitored by Badan Lingkungan Hidup (“BLH”), the local government agency responsible for controlling the environmental impact in order to prevent pollution and environmental damage, recover and sustain environmental quality. The BLH also formulates and implements produce policy and programs to control environmental impact. This agency reports directly to the Governor of Central Kalimantan. The BLH has the authority to take action against Indonesian companies, including us, for failure to comply with the Government’s environmental regulations. Local Government inspectors visit our plantations and processing facilities from time to time to confirm compliance with the applicable standards. Our commitment to the principle of sustainable palm oil includes our engagement of one or more environmental consultants to conduct assessments of our land and of the impact that additional planting of oil palms on our land would have on the environment. We are committed to implementing and adhering to the principles that the Indonesian Sustainable Palm Oil Foundation (the “ISPO”) has enumerated, and will pursue certification under its certification program with all necessary efforts. Certain of these principles may prevent us from planting additional oil palms on parts of our unplanted landbank if those areas consist of “High Conservation Value Forest,” which refers to certain types of forest that merit particular protection due to a number of factors, including the presence of endangered animal species and particular biodiversity concerns. It is our policy not to purchase any land which we have reason to believe has been cleared using illegal practices such as burning. We have our own standard operating procedures for the protection of the environment by building a conservation area in compliance with Law No. 32 of 2009 on Protection and Management of the Environment. We are committed to further developing our conservation area and are currently in the process of performing High Conservation Value Assessment on all our plantations. We believe we are in compliance with all applicable national and local Indonesian environmental rules and regulations. However, it is possible that the Government, its environmental agency or other governmental 111
authorities will impose additional regulations on us or on the palm oil production industry that would require us to spend additional funds on environmental matters. We are a member of RSPO through PT Sawit Sumbermas Sarana, which is already RSPO certified, and produced 48.3% and 51.4% of our total CPO production for the years ended December 31. 2012 and for the six months ended June 30, 2013, respectively. We intend to continue our existing membership with the RSPO and we have initiated the RSPO certification process for our subsidiaries, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati and aim to obtain certifications for PT Sawit Mandiri Lestari and PT Ahmad Saleh Perkasa once they begin production. Employees As of June 30, 2013, we had 6,286 employees, all of which were full-time employees. Of our employees, approximately 143, or 2.3%, were engaged in management and administration, approximately 5,550, or 88.3%, were engaged in plantation activities and approximately 593, or 9.4%, were engaged in mill activities. Our employees are not members of any labor union. We comply with company regulations that have been approved by the regional manpower office. These company regulations cover terms of employment, such as working relations, working hours, payroll, employee development and competency, occupational safety and health, salary and compensation upon termination of employment under certain circumstances, such as retrenchment, employees’ welfare, social allowances, employees’ code of conduct and mechanisms for handling disputes. We have not experienced any strikes or disruptions due to labor disputes in the last three years and we consider our relationships with our employees to be good. The following table gives an overview of the number and field of activity of our employees for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013: As of December 31, 2010 2011 2012
Activity
Management and administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 71 132 Plantation activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,747 4,795 5,904 Mill activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321 479 463 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,138
5,345
6,499
As of June 30, 2013
143 5,550 593 6,286
For the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2013, all of our employees were located in Indonesia. We run training facilities on our plantations and training center facilities for our field assistants and other functional employees to ensure that consistent standards and a common style of management are maintained. Approximately 95.6% of our regular employees on our plantations live in housing provided by us. We also provide other benefits to our plantation workers, including: • performance bonuses; • rice rations; • accident insurance; • medical facilities; • schools; and • religious and recreational facilities. During the peak crop season, we encourage our plantation workers to earn more by working overtime, within the legal limit, so that we can maximize the FFBs that can be harvested. We are registered with, and make contributions to, PT Jamsostek, the national workers social security scheme. As of June 30, 2013, all of our employees were covered by PT Jamsostek.
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Property Our offices are located at Jln. H. Udan Said No.47 Pangkalan Bun, Central Kalimantan. The locations of our plantation estates and the processing facilities located thereon are as follows: No.
Name of Estate/ Processing Facility
1.
Natai Baru Estate
2.
PKS Natai Baru
3. 4.
Batu Kotam Estate Kondang Estate
5.
Rungun Estate
6.
Selangkun Estate
7.
PKS Selangkun
8.
Rangda Estate
9.
Pulau Estate
10.
Sulung Estate
11.
PKS Sulung
12.
Kenambui Estate
13.
Suayap Estate
14.
PKS Suayap
15. KCP Suayap 16.
Umpang Estate
Land Title/Period
Area
Province
Type of property
HGU Certificate No.48 under PT Kalimantan Sawit Abadi
Kotawaringin Barat
Central Kalimantan
Plantation
HGU Certificate No.30 under PT Sawit Sumbermas Sarana HGU Certificate No. 48 under PT Kalimantan Sawit Abadi HGU Certificate No. 49 under PT Kalimantan Sawit Abadi HGU Certificate No. 36 under PT Sawit Sumbermas Sarana HGU Certificate No. 36 under PT Sawit Sumbermas Sarana HGU Certificate No. 36 under PT Sawit Sumbermas Sarana HGU Certificate No. 36 under PT Sawit Sumbermas Sarana HGU Certificate No. 36 under PT Sawit Sumbermas Sarana HGU Certificate No. 36 under PT Sawit Sumbermas Sarana HGU Certificate No. 47 under PT Sawit Sumbermas Sarana HGU Certificate No. 47 under PT Sawit Sumbermas Sarana HGU Certificate No. 47 under PT Sawit Sumbermas Sarana HGU Certificate No. 45 under PT Mitra Mendawai Sejati HGU Certificate No. 45 under PT Mitra Mendawai Sejati HGU Certificate No. 45 under PT Mitra Mendawai Sejati HGU Certificate No. 46 under PT Mitra Mendawai Sejati
Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat Kotawaringin Barat
Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan Central Kalimantan
Processing Mill Plantation Plantation Plantation Plantation Processing Mill Plantation Plantation Plantation Processing Mill Plantation Plantation Processing Mill Palm Kernel Crushing Plant Plantation
Corporate Social Responsibility As we believe in the close relationship between socially responsible management and our long-term growth and development, we take an active and leading role in community development by investing in the economic and general wellbeing of the community. We provide educational funds for scholarships, school facilities, school transportation and allowances for temporary teachers in villages. We also provide health services, such as free medical treatment, and welfare services, such as establishment of traditional markets in villages and provision of groceries at low prices, to improve the wellbeing of the community we operate in. We also carry out public works development and maintenance on the roads and bridges leading to and from our plantations, and create new access to previously inaccessible areas. We also encourage and support religious pursuits regardless of religion by contributing to the construction of mosques, churches and other places of worship. Please see “Material Contracts — Partnership Agreement” for further details on our partnership programs with small landholders.
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Certifications and Associations We are a member of Gabungan Pengusaha Kelapa Sawit Indonesia (the Indonesia Association of Palm Oil Producers). This organization collects and distributes information regarding the palm oil industry in Indonesia and lobbies the Government with respect to legislation and administrative regulations affecting Indonesian palm oil producers. We are ISO 9001:2008 certified for quality management, ISO 14001:2004 certified for environment management and OHSAS 18001:2007 certified for occupational health and safety management. We received these certifications in October 2011. Legal Proceedings The Group is not a party to any legal proceedings, which we believe could, individually or taken as a whole, have a material adverse effect on its business, financial condition or results of operations if determined adversely against it.
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REGULATORY OVERVIEW In Indonesia, both national law and local government ordinances have a significant bearing on the ownership status of our landholdings and the operation of our plantations. We are required by various governmental institutions to obtain certain permits, licenses and certificates with respect to our business operations. Although we believe that we have been and will be able to obtain all permits, licenses and certificates material to the conduct of our business operations, we cannot assure you that we will be successful in our attempts to do so in the future. Failure to maintain or secure the necessary permits, licenses or certificates could give rise to substantial costs or the suspension of operations at one or more of our plantations. We believe that due to heightened environmental and product-quality concerns, regulators may subject our business to closer scrutiny in the future. Our plantations are subject to both scheduled and unscheduled inspections by a variety of governmental institutions, each of which may have different perspectives or apply different standards than the others. We believe that our business will continue to be in compliance with the applicable environmental legislation and regulations in the future. However, the relevant government authorities may impose increasingly onerous requirements, which means that we cannot predict our compliance costs or the impacts of such requirements on our business. The Government, through the State Ministry for Environmental Affairs, exercises both regulatory authority and administrative control in respect of environmental issues in Indonesia. The legal framework in the environmental sector, as it relates to the palm oil industry, is contained in disparate laws, government regulations and ministerial decrees, as enacted or issued from time to time. In particular, the Government has considerably tightened up environmental surveillance over the last ten years. Plantation Sector The plantation sector is primarily governed by Law No. 18/2004. This law provides that plantation operations may be undertaken by individual farmers (pekebun) as well as plantation enterprises. A non-Indonesian legal entity or private individual may establish a plantation business through an Indonesian registered joint-venture in the form of a limited liability company, with an Indonesian partner. The maximum foreign ownership in such a joint venture company is 95%. On September 30, 2013, in order to implement Law No. 18/2004, the Minister of Agriculture issued Regulation No. 98/2013, which replaced Regulation No. 26/2007. Regulation No.98/2013 provides for, among other things, a limit of 100,000 hectares for oil palm plantation areas that may be owned by each company or a business group in Indonesia, except for the provinces of Papua and West Papua, where the limit is 200,000 hectares, without any plantation area limitation per province. Further, plantation business licenses, plantation business registration letters, permanent plantation cultivation business licenses or permanent plantation industry business licenses issued before the issuance of Regulation No. 98/2013 continue to be valid without prejudice to the provisions of Regulation No. 98/2013. Plantation Business License (IUP) Pursuant to Regulation No. 98/2013, there are three types of plantation business licenses: • Plantation Business License (“IUP”), which is granted to a plantation company that owns a plantation crop cultivation business with an area of 1,000 hectares or more and owns a plantation product processing unit. • Plantation Business License for Cultivation (Ijin Usaha Perkebunan untuk Budidaya or “IUPB”), which is granted to a plantation company that owns a plantation crop cultivation business with an area of 25 hectares or more. • Plantation Business License for Processing (Ijin Usaha Perkebunan untuk Pengolahan or “IUPP”), which is granted to a plantation company that owns a plantation product processing unit with a processing capacity of five tonnes of FFB per hour or more. The Regulation No. 26/2007 is silent on the issuance of IUP, IUPB and IUPP if the plantation concession is located within more than one province, however the Directorate General of Plantation stated that the IUP, IUPB and IUPP are issued by each relevant Governor of each province where the plantation concession is located if the plantation concession is located within more than one province, by the Provincial Governor if the plantation concession is located within more than one regency or city and by the Regent or Mayor if the entire plantation concession is located within one regency or city. The IUP, IUPB and IUPP remain valid as long as the plantation company continues to carry on business in compliance with the prevailing technical standards and regulations. 115
A plantation company that has obtained an IUPB or IUP for a total area of 250 hectares or more is required to facilitate the development of a plantation for the surrounding community covering an area of not less than 20% of its total plantation area. Such community plantation, the development of which is facilitated by the plantation company, shall be located outside the IUPB or IUP area. Such obligation to facilitate the development of such community plantation may be carried out by means of, among other things, credit, profit sharing and/or other funding arrangement and must be conducted concurrently with the development of the Company’s plantation and such community plantation must be completed within three years. The Company’s plan to facilitate the development of the community plantation must be acknowledged by the head of provincial or regency/city service office in charge of plantation in accordance with his/her authority and such facilitation must be supported and supervised by the relevant governor or regent/mayor pursuant to his/her authority. Failure to fulfill such obligation to facilitate community plantation may result in the revocation of the IUP or IUPB and a recommendation be submitted to the authorized National Land Agency to cancel the right to land. In addition, on December 31, 2011, the Governor of Central Kalimantan issued Regional Regulation No. 5/2011, which provides that administrative sanctions may be imposed on the violation of the requirement to develop a community plantation of not less than 20% of the cultivated plantation area that may be conducted though several forms of partnerships. Such administrative sanctions may take the form of the issuance of three warning letters within a period of four months and could ultimately lead to the revocation of the IUP and Hak Guna Usaha. In addition to the obligation to facilitate the development of community plantations, a plantation company that has obtained IUPB, IUPP or IUP is obligated to enter into a partnership (kemitraan) with farmers, employees and community surrounding the plantation, in the form of a written agreement that is valid for no less than four years. The partnership may be conducted in the form of cooperation through, among other things, the provision of production facilities, production, processing, marketing, transportation, operation, and/or share ownership. In accordance with Regulation No. 98/2013, a plantation company that fails to fulfill the obligation to enter into such partnership may be subject to a written warning up to three times in four months. If such obligation is still not fulfilled after the third written warning, the IUPB, IUPP or IUP will be revoked and a recommendation be submitted to the authorized National Land Agency for the cancellation of the Hak Guna Usaha. Land Titles Under the Basic Agrarian Law of 1960, the State holds ultimate title to all land in Indonesia, with the highest title available to Indonesian citizens being Hak Milik, which is similar to common law freehold title. In order to establish a plantation, an enterprise must apply to the National Land Agency (Badan Pertanahan Nasional or “BPN”) for the grant of necessary land titles. The land titles that are relevant in the case of a plantation business are Hak Milik (Freehold), Hak Guna Usaha (HGU Right), Hak Guna Bangunan (Building Right) and Hak Pakai (Land Use Right). In the case of land that is to be planted as part of the development of an Indonesian company’s plantation, only a HGU Right title may be used for such purpose. Under the Basic Agrarian Law of 1960 and Law No. 18/2004, the grant of a HGU Right is effective for 35 years, and may be extended once for no more than 25 years, subject to the fulfillment of relevant obligations and operation of the plantation in accordance with the prevailing regulations. Thus, the holder of a HGU Right can generally obtain title to the land for a maximum period of 60 years under the Basic Agrarian Law. Only Indonesian nationals and legal entities (including Indonesian joint-venture companies) may be granted HGU Right titles. Although Law No. 25 of 2007 on Investment (the “Investment Law”) differently stipulates that a HGU Right title may be granted to a direct investment enterprise for an aggregate duration of 95 years, with the initial grant being for 60 years, extendable for another 35 years, under Verdict No. 21-22/PUU-V/2007, which was decided on March 17, 2008, and was read on March 25, 2008, the Constitutional Court has declared that such Investment Law provision is not legally binding. Under Regulation No. 40/1996, an application for the extension of a HGU Right title must be filed at least two years prior to the title’s expiration. Pursuant to Article 9 (1) of Regulation No. 2/1993, a holder of a HGU Right is guaranteed an extension of those rights so long as the utilization of the land covered by the right complies with the approved usage of the land when the right was initially granted to the holder. A HGU Right title may be granted in respect of both state land and designated forest land by offices of the National Land Agency at the local, provincial or national level, depending on the extent of the land area concerned and the duration of the title. An application for a HGU Right title involves a number of stages, and the three principal stages are as follows: (1) Obtaining a Location Permit (Ijin Lokasi); (2) Cadastral process; 116
(3) Inspection, survey and verification of physical and legal data by Committee B (Panitia B); and (4) Granting of the HGU Right. The first stage of the process is to obtain a Location Permit, which is an approval granted by the relevant Regent or Mayor (or Governor in the case of Jakarta Special Province) to a company that permits it (i) to acquire land, (ii) to use the land covered by the approval in accordance with the land-use allocations contained in the local spatial plan, and (iii) after the acquisition of the (unregistered) land from the existing owners, to apply for a grant of title rights with respect to that land from the State through the relevant land agency or BPN. The duration of a Location Permit depends on the area of land involved. If it is 25 hectares or less, the Location Permit is issued for one year; for a land area of more than 25 and up to 50 hectares, the Location Permit is issued for two years; and for three years in the case of a land area exceeding 50 hectares. If during the validity period of a Location Permit, the company has secured less than the land area required for the project as stated in the permit, but the acquired land amounts to 50% of such land area, an extension may be granted for another one year. If the acquisition process remains uncompleted after the expiry of such extension, the acquired land may (i) be used for the intended business but scaled back in line with the area of land that has actually been acquired, provided that, if necessary, the acquisition process may be continued until the entire land area, as originally envisaged, is acquired, or (ii) be transferred to a qualified third party. The holder of a Location Permit must submit reports, on a quarterly basis, to the Head of the relevant Regency or Municipal Land Agency on the progress of the land-acquisition process pursuant to the Location Permit and the utilization of the land that has been acquired. The Location Permit enables its holder to acquire and use the land for the stated purpose in accordance with the local spatial plan. In 2007, the regional government of Central Kalimantan issued a draft of a new Provincial Spatial Plan (Rencana Tata Ruang Wilayah Propinsi/ “RTRWP”). However, to date the new RTRWP has not been ratified by House of Representatives and, therefore, is not yet effective. As a result, any application for a Location Permit in accordance with the new RTRWP might not be granted until the new RTRWP is ratified, if the relevant Regent or Mayor who is authorized to issue a Location Permit considers itself to be subject to Regional Regulation No. 8 of 2003 on the Provincial Spatial Plan as the prevailing RTRWP. The second stage of the process is for the National Land Agency (“BPN”) to conduct a cadastral process upon the application from the Company which consists of the following activities: • Determining of boundaries; • Measuring and mapping; • Drawing a registration map; • Preparing the land register; • Preparing a measurement letter. The next stage is for the relevant Provincial Office of the National Land Agency to set up a Committee B to conduct an inspection, survey and verification based on the cadastral process of the land to be covered by the HGU Right, and to furnish a report to the National Land Agency. Under the Head of the National Land Agency’s Regulation No. 7/2007 on Land Survey Committees, the membership of a Committee B consists of: • The Head of the relevant Provincial Office; • The Head of Survey, Measurement and Mapping Department of the relevant Provincial Office; • The Head of Rights upon Land and Land Registration Department of the relevant Provincial Office; • The Head of Land Management Department of the relevant Provincial Office; • The Head of Land Control and Society Empowerment of the relevant Provincial Office; • The relevant Regency or Municipal officials; • The Head of relevant Regency or Municipal Land Office; • The Head of the relevant provincial government technical agency; • The Head of the Provincial Forestry Agency (if the land concerned has been relinquished from designated forest land, or is contiguous to designated forest land); and • The Head of Individual Rights upon Land Stipulation Section or Head of Entity Rights upon Land Stipulation Section or Government Land Management Section of the relevant Provincial Office. 117
Pursuant to the survey report issued by the Committee B and the recommendation from the relevant Provincial Office of the National Land Agency, the relevant agency or city office of the National Land Agency will issue, or decline to issue, an approval for the grant of a HGU Right title. Since our land area is more than 200 hectares, pursuant to Regulation of the State Minister for Agrarian Affairs No. 3 of 1999 on the Delegation of the Authorization to Grant and Revoke the Decree to Grant Title on State’s Land, the Decree to Grant HGU Right is issued by the National Land Agency. For companies which have obtained investment licenses, in 1999, the State Minister for Agrarian Affairs issued Regulation No. 2/1999, which established a requirement that foreign and domestic investment companies that intend to acquire land for investment purposes must obtain a Location Permit from the local government. This requirement was notified by a ministerial circular to local government heads and the Heads of Provincial Offices of the National Land Agency in February 1999 (the “Circular of 1999”). The purpose of this requirement is to give guidance to, and control land acquisition by, such companies. The holder of a Location Permit is permitted to arrange for the acquisition of the acquired (unregistered) land from the existing owners in accordance with the prevailing regulations. Upon the completion of the acquisition process, the holder of a Location Permit may apply for a title to such acquired land. Should this be issued, it will be evidenced by a land certificate. The land title authorizes its holder to use and enjoy the land. The Regulation No. 2/1999 imposes a restriction on the aggregate size of plantation concessions, including oil palm plantation concessions, that may be granted to any one enterprise of 20,000 hectares in each province, with a nationwide cap of 100,000 hectares. However, on August 11, 2004, Law No. 18/2004 was enacted, which provides, among other things, that in the case of land for plantation businesses, the Minister of Agriculture has the authority to determine the maximum area, and the National Land Agency shall issue the necessary land titles. The legislation further provides that in setting restrictions on the size of plantation areas, the Minister of Agriculture shall consider the plantation crops that will be grown, the availability and suitability of land, having regard to agro-climatic conditions, the investment required, the proposed factory’s capacity, the local population density, the proposed business development pattern, the geographical situation and the level of technological development. In accordance with Regulation No. 98/2013, the maximum area for an oil palm plantation concession granted to a company or business group in Indonesia is 100,000 hectares, with exception to the provinces of Papua and West Papua, which may be granted up to a maximum of 200,000 hectares, without any plantation area limitation per province. IUPB and IUP issued prior to the issuance of Regulation No. 98/2013 remain valid, without prejudice to the provisions of Regulation No. 98/2013. In 2012, the National Land Agency issued Circular Letter No. 2/2012 to all offices of the National Land Agency across Indonesia, which, among other things, provided as follows: • Every plantation company applying for Hak Guna Usaha, or its renewal or extension, shall develop a Plasma Program covering an area that accounts for at least 20% of its planted area, and engage in corporate social responsibility endeavors; • The company’s willingness to develop Plasma Program shall be evidenced by a notarial deed setting out the plantation company’s intention to develop such plantations. The said notarial deed shall be attached to an application to obtain or renew or extend a Hak Guna Usaha; and • The obligation to develop Plasma Program may be waived if the plantation company has entered into partnership arrangements with smallholders in the form of production cooperation, management and marketing, transportation, operational cooperation, share ownership and/or the provision of support services, and engages in corporate social responsibility endeavors. Maximum Permissible Area of Forest Land Allocatable for Plantation Use For a situation where a plantation concession is located within a designated forest area, in 1998 the Ministry of Forestry and Plantations issued Decree No. 728/Kpts-II/1998, which provides that no more than a maximum area of 20,000 hectares in one province and 100,000 hectares nationwide may be relinquished from designated forest land and vested in one plantation company, excluding sugarcane plantations. In addition, the Ministry of Forestry had also regulated under the Ministry of Forestry Regulation No. P.33/Menhut-II/2010 that the Convertible Production Forest Relinquishment Procedures as amended by the Minister of Forestry Regulation No. P.44/Menhut-II/2011 (“MoF Regulation No. 33/2010”) may be relinquished for a plantation company’s operations, provided that 20% of the relinquished area is reserved for Plasma Program. The plantation company, which receives 80% of the relinquished convertible forest area, must then develop plasma plantations, subject to the acknowledgement from the relevant regent/mayor. 118
To ensure that the development of the plasma plantations actually take place, MoF Regulation No. 33/2010 requires the applicant for convertible forest area relinquishment (except in the case of an application by a government institution) to prepare a letter of commitment to develop the Plasma Program in the form of a notarial deed, which must be submitted along with the application for convertible forest area relinquishment. Moratorium on the Issuance of the New License On May 13, 2013, the President of Indonesia issued Presidential Instruction No. 6/2013, which revoked the previous Presidential Instruction No. 10 of 2011 on Moratorium on the Issuance of New License and Improvement of Primary Forest and Peat Lands Governance. Presidential Instruction No. 6/2013 contains several material provisions relevant to plantation businesses, including: • The Minister of Forestry must suspend the issuance of new licenses for primary forest and peat lands located in conservation, protected and production forests pursuant to a map attached to Presidential Instruction No. 10 of 2011, which is to be revised every six months; • The National Land Agency must suspend the issuance of land rights, including HGU Rights (Hak Guna Usaha), Land Use Rights (Hak Pakai) and Other Usage Area rights (Areal Penggunaan Lain, “APL”); and • The Governor/Regent/Mayor must suspend the issuance of recommendations and new Location Permits (Ijin Lokasi) in primary forest and peat land areas as well as APL, pursuant to the map attached to Instruction 10. The moratorium will be in place until May 2015. Environmental Management Under Law No. 18/2004, in order to protect the environment, plantation businesses are required to conduct an AMDAL or implement UKL-UPL. A plantation company that has been issued an IUP but fails to conduct an AMDAL or implement UKL-UPL may have its IUP revoked. Environmental protection in Indonesia is governed by disparate laws, regulations and decrees, including: • Law No. 32 of 2009 on Environmental Management (the “Environment Law”), which superseded the previous legislation, Law No. 23 of 1997 (“Law No. 23/1997”); • GR No. 27/2012; • State Minister for Environmental Affairs Regulation No. 5 of 2012 on Types of Business and/or Operational Plans that Must be Accompanied by an AMDAL (“Regulation No. 5/2012”); • State Minister for Environmental Affairs Regulation No. 17 of 2010 on Environmental Audits (“Regulation No. 17/2010”); • State Minister for Environmental Affairs Decree No. 28 of 2003 on Technical Guidelines for the Conducting of Studies on the Application of Wastewater from the Palm Oil Industry to the Soil in Oil Palm Plantations; and • State Ministry for Environmental Affairs Decree No. 29 of 2003 on Guidelines on the Licensing Procedures for the Application of Wastewater from the Palm Oil Industry to the Soil in Palm Oil Plantations. The Environment Law contains several material provisions, including: • A requirement that a mandatory environmental permit (Izin Lingkungan) be obtained by each enterprise that is required to obtain an AMDAL or conduct UKL-UPL. The environmental permit is a prerequisite for a company to obtain the relevant business license. If the environmental permit is revoked, this automatically results in the revocation of the business license. The Environmental Law required all existing environmentrelated licenses to be consolidated into an environmental permit within one year of the enactment of the Environment Law; • An environmental audit is required for (i) businesses and/or operations that pose significant risks to the environment, and (ii) businesses that appear to not be complying with the environmental legislation and other implementing regulations. Although Regulation No. 17/2010 has been issued, it does not provide for any guidance as to how an environmental audit should be performed. Moreover the Environmental Law provides that the environmental audit shall be carried out only within two years since the enactment of the Environmental Law; • The holder of an environmental permit is required to post an environmental compliance bond with a designated state-owned bank in order to ensure that environmental rehabilitation is properly carried out; 119
• Any business that has a potentially significant impact on the environment is required to perform an environmental risk analysis; • Any business that disposes of waste is required to obtain a license from the Minister of Environmental Affairs, and such activities may only be conducted at specified locations determined by the minister; • Preventative and remedial measures and sanctions (such as the obligation to rehabilitate contaminated areas, the imposition of substantial criminal penalties and fines, and the cancellation of approvals) may be imposed in order to prevent or remedy the impacts of pollution caused by commercial operations; and • Sanctions of between one and 15 years’ imprisonment, and/or fines of between Rp.500 million and Rp.15 billion, may be imposed on any person causing environmental pollution or damage. The sanctions imposed (both prison terms and fines) will be increased by one-third if the offense is perpetrated upon order of a party to commit such offense or a party acted as the leader of such offense. The above provisions are to be further provided for by a number of ancillary regulations, most of which have yet to be issued as of the date of this offering memorandum. According to the Environment Law, all of the ancillary regulations issued under the previous environmental legislation, Law No. 23/1997, remain in effect to the extent that they do not conflict with the Environment Law. However, to the extent that new ancillary regulations are issued, we will be required to comply with them. While we believe that we will be able to do so, we cannot give absolute assurances that this is the case. A failure to maintain the necessary permits, licenses or certificates could require us to incur substantial costs or temporarily suspend the operation of one or more of our plantations. Environmental Impact Analysis Under Regulation No. 5/2012, oil palm plantations with an aggregate land area of 3,000 hectares or more that are located within a convertible production forest area or a non-forestry cultivation area require an AMDAL. Pursuant to the Environmental Law, in the event that such a company does not require an AMDAL, then such company is required to conduct UKL-UPL. The possession of an AMDAL or the conducting of UKL-UPL is a requirement for obtaining an IUP, and any plantation business that has obtained an IUP but fails to implement the recommendations of the AMDAL may have its license revoked. The types of environmental damage that oil palm plantations may cause include soil erosion, changes in the availability and quality of water, increased incidence of plant disease and soil contamination resulting from the use of pesticides and herbicides. Environmental Permit On February 23, 2012 the Government issued a new ancillary or implementing instrument in the form of GR No. 27/2012. Under GR No. 27/2012, many companies are required to obtain an environmental license in order to obtain a business or operations license. Law No. 32/2009 and GR No.5/2012 provides that all business sectors and/or activities that may have a substantial and important effect on the environment are required to obtain an AMDAL. Types of businesses and activities subject to mandatory AMDAL are stipulated in the schedule of GR No.5/2012. In general, businesses and activities which are subject to mandatory AMDAL include, multi-sector activities, forestry businesses, industrial businesses, energy and mineral resources businesses, public works activities and housing and settlement area activities. An AMDAL consists of the following documents: • an Environmental Impact Analysis Report (Analisis Dampak Lingkungan): • an Environmental Management Plan (Rencana Pengelolaan Lingkungan); and • an Environmental Monitoring Plan (Rencana Pemantauan Lingkungan). Under Law No. 32/2009 and GR No. 27/2012, companies who are not required to prepare an AMDAL in conducting their business activities are required to prepare an UKL-UPL. Regional governments are given the authority to determine whether a business activity must be supported by an UKL-UPL. An UKL-UPL are reports issued by a company to show that it has properly managed and monitored environmental issues when carrying out its business. This report will be submitted by the company to the regional government for its review, discussion and approval. Once the report has been submitted, it will be the responsibility of the regional government to review and respond to it, and for the company to make any required adjustment.
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GR No. 27/2012 has been in force as of February 23, 2012 and revokes the previous Government Regulation No. 27 of 1999 on AMDAL. GR No. 27/2012 stipulates that a company which is obligated to obtain the AMDAL (as stipulated under GR No. 5/2012) is also obligated to apply for an Environmental License. The Environmental License is a prerequisite to obtaining the relevant business licenses and, if the Environmental License is revoked, the business licenses granted will be cancelled. GR No. 27/2012 also requires an application for an updated Environmental License to be submitted if there is any, among other things: (i) change of usage of the production machines that affect the environment; (ii) increase in production capacity; (iii) change in the facilities of the business and/or activity; and (iv) change in the operational period of the business and/or activity. GR No.27/2012 further provides that all existing environmental documents/licenses issued prior to GR No. 27/2012 will remain valid and be treated as the environmental license. Indonesian Sustainable Palm Oil ISPO is regulated under the Regulation of Minister of Agriculture No. 19/PERMENTAN/OT.140/3/2011 of 2011 on Guidance for Indonesian Sustainable Palm Oil, which has been in force since March 29, 2011. Palm plantation companies are required to implement such regulation at the latest by December 31, 2014. Under the ISPO Program, plantation companies that have obtained IUP are evaluated every three years by a government official certificated as a Plantation Business Evaluator, who will categorize each plantation into Class I (very good), Class II (good), Class III (intermediate), Class IV (poor), or Class V (very poor). The plantation companies are assessed based on the following aspects: legality, management, plantation, processing, social, economic, environmental, and reporting. A plantation categorized as Class I, Class II or Class III, may then submit an application to be audited for the purpose of the issuance of an ISPO certificate. Failure to submit such application before December 31, 2014, will cause such plantation to be categorized as Class IV. The ISPO audit is conducted by an independent third party institution, where the auditor may not have been an employee of the audited company in the last three years. An ISPO certificate is valid for five-year periods and prior to expiry a new audit would be conducted prior to issuance of a subsequent ISPO certificate. The criteria for an ISPO certificate relate to: plantation licenses and management systems, cultivation technique and palm processing guidance implementation, environmental management and supervision, responsibility toward employees, social and community responsibility, community economic development, and sustainable business improvement. A holding company which owns several plantation companies may hold one ISPO certificate under its name pursuant to a certification process encompassing all of the group’s plantations or mills which implement the same system and are fully monitored by the manager of the holding. Plantations categorized as Class IV and V are issued with warnings up to three times within four months and one time within six months, respectively. If the plantation company fails to implement the follow-up recommendations within such period, its IUP will be revoked. Water Quality Management and Water Pollution Control The issue of water quality and pollution is addressed by Government Regulation No. 82 of 2001 on Water Quality Management and Water Pollution Control (“Regulation No. 82/2001”). Under this regulation, any business that wishes to dispose of wastewater by applying it to the soil is required to obtain a written permit from the Regent or Mayor, which permit will or will not be issued, as the case may be, based on the findings of the AMDAL or proposed UKL-UPL. In this respect, every enterprise that discharges or disposes of wastewater is required to prevent and manage water pollution. Regulation No. 82/2001 requires a plantation enterprise to submit quarterly reports to the local Regent or Mayor setting out how it disposes of wastewater and its compliance with the relevant regulations, with a copy being forwarded to the Minister of Environmental Affairs. Guidelines for Studies on, and the Licensing of, the Application of Wastewater to the Soil in Oil Palm Plantations Under the State Minister of Environmental Affairs Decree No. 28 of 2003 on Technical Guidelines for the Conducting of Studies of the Application of Wastewater from the Palm Oil Industry to the Soil in Oil Palm Plantations, every enterprise that intends to apply wastewater relevant to the soil must submit a proposal to conduct a study on the effects of such application to the Regent or Mayor, who will issue or withhold approval for the study within 30 working days from the receipt of the proposal. 121
The study must be carried out over a continuous period of at least one year, and may only be conducted once at the same location. Pursuant to Regulation No. 82/2001 on Water Quality Management and Water Pollution Control, should the requirements be satisfied, the permit must be issued within 90 working days after the submission of the application. Guidelines for the Licensing Terms and Procedures for, and Guidelines for Studies, on Discharge of Wastewater into Water or Water Resources The State Minister of Environmental Affairs has issued Regulation No. 01 of 2010 on Water Pollution Control Systems (“Regulation No. 01/2010”). Under Regulation No. 01/2010, a Regent or Mayor determines the conditions and procedures necessary to obtain an environmental license related to the discharge of wastewater into water resources. The phases for obtaining such licenses are (i) application for the license; (ii) analysis and evaluation of license the application; and (iii) issuance of the license. The wastewater discharge license is valid for five years and is renewable. PROPER Environmental Ranking System The PROPER program (Program Penilaian Peringkat Kinerja Perusahaan dalam Pengelolaan Lingkungan Hidup, or Company Environmental Management Appraisal and Ranking Program) is a scheme initiated by the State Ministry of the Environment to encourage companies to exercise good environmental management in compliance with the law. The scheme is also intended to promote transparency and encourage public involvement in environmental management. The operation of the scheme is governed by State Minister of the Environment Regulation No. 05 of 2011 (“Regulation No. 05/2011”). Under Regulation No. 05/2011, companies are rated based on five designations/categories: (i) “Gold,” for those whose business and/or operations has consistently shown environmental excellency in its service and/or production process and who perform ethical business and are responsible to the community; (ii) “Green,” for those whose environmental management has exceeded the statutory requirements through the implementation of environmental management systems, efficient resource utilization and the “4Rs” (Reduce, Reuse, Recycle and Recovery) and who demonstrate corporate social responsibility; (iii) “Blue,” for those whose environmental management has met the statutory requirements of the prevailing laws and regulations; (iv) “Red,” for those whose environmental management has not satisfied the minimum statutory requirements; and (v) “Black,” for those who deliberately or negligently have cause environmental pollution and/or damage and breach of statutory requirement or do not comply with administrative sanctions. Those companies ranking in the Gold and Green categories are awarded with trophies and certificates whereas those companies ranking in Blue categories are presented with certificates, thereby helping to enhance their environmental credentials. The Company has implemented the PROPER program and received certificate for Blue ranking for the period of 2010-2011 from the State Ministry of Environmental Affairs, having fully complied with its requirements for emission management, water management and hazardous waste management. Nucleus-Plasma Program In line with Government policy, large oil palm plantation enterprises are encouraged to help develop the small landholder plantation sector through partnerships with individual small landholders established on their concessions. As set out in Circular Letter No. 2/2012 and Regulation No. 98/2013, a plantation company is required to allocate a minimum of 20% of its total planted area prior to applying for Hak Guna Usaha (including new application, renewal and extension of expired Hak Guna Usaha) for the purposes of cultivating such land together with the local community. This is generally known as the “Plasma Program.” The individual small landholders who may participate in the Plasma Program are: 1.
participants in the government transmigration scheme;
2.
local residents, including individual small landholders who are involved in relevant projects, which are determined by Regional Government; and
3.
nomadic cultivators, who are selected by Regional Government, from the closest forestry area being used for the project.
After plantation land that is earmarked for small landholders has been developed, it is then transferred to the small landholders who run their new plantations with the assistance of the enterprise, which agrees to purchase and/or resell their production. Pursuant to Minister of Agriculture Decree No. 353/Kpts/KB.510/6/2003, the land is transferred to the small landholders after the palms reach productive age and upon the fulfillment of technical standards set by the 122
Ministry of Agriculture’s Directorate General of Plantation Production Development. Plantation enterprises that wish to participate in the Plasma Program are required to submit an application to the Minister of Agriculture through the Directorate General of Plantations. The requirement to purchase small landholder production is established under Presidential Instruction No. 1 of 1986 (on plantation development with Plasma Program related to Transmigration Scheme). As part of the arrangement, the large plantation enterprise commits to purchase the palm fruit produced from small landholders at a price set by the Government through the Minister of Agriculture, less the cost incurred by the enterprise in processing and marketing its products. The development of the Plasma Program is funded by loans from Government-owned banks and other banks, with the approval of Bank Indonesia. Specific to the Central Kalimantan Province, the Regional Government of Central Kalimantan Province enacted Regulation No. 5/2011 as an ancillary regulation to Regulation No. 26/2007, which was recently replaced by Regulation No. 98/2013. Regulation No. 5/2011 also specifies that a plantation company is required to develop community plantations in the form of, among other things, PIR-Trans Scheme, Plasma Program and partnerships. It is further specified that a plantation company which has yet to develop its Plasma Program has to commence the gradual development of Plasma Program within two years after the issuance of Regulation No. 5/2011. Failure to do so will ultimately result in the revocation of the IUP or IUPB. Regulation No. 98/2013 further provides that the obligation to implement the Plasma Program must be fulfilled within three years. The obligation to develop Plasma Program under Regulation No. 5/2011 is applicable to all plantation companies that have obtained IUP or IUPB and may be interpreted as applying retroactively to plantation companies in Central Kalimantan Province that have obtained IUP or IUPB prior to the enactment of Regulation No. 98/2013. In accordance with Regulation No. 98/2013, the following companies are exempted from the obligation to facilitate the development of community plantations (1) a plantation company that has obtained IUPB or IUP before February 28, 2007 and applied the perusahaan inti rakyat (PIR)-perkebunan (PIR-BUN), PIRtransmigrasi (PIR-TRANS), PIR-kredit koperasi primer untuk anggota (PIR-KKPA), or any other nucleus-plasma cooperation model and (2) a plantation company that has obtained a right to land but has not obtained plantation business licenses before September 30, 2013. A plantation company that has obtained IUPB or IUP before February 28, 2007, but has not applied PIR-BUN, PIR-TRANS, PIR-KPA or any other nucleus-plasma cooperation model and a plantation company that has obtained a right to land but has not obtained plantation business licenses before September 30, 2013 are obligated to conduct for the local community productive business activities that may become the source of livelihood for the local community based on a joint agreement between the plantation company and the local community with the acknowledgement of the governor or regent/ mayor in accordance with his/her authority. KKPA Program As part of the effort to improve agricultural incomes through the promotion of small landholder cooperatives in the plantation sector, the Government introduced the Credit for Primary Cooperative Members Scheme (Kredit kepada Koperasi Primer untuk Anggotanya or “KKPA Program”) in 1993. The operation of this scheme is governed by a Joint Decree of the Minister of Agriculture and Minister of Cooperations and Small Enterprise Management, No. 73/Kpts/OT.210/2/98 and No. 01/SKB/M/II/1998. The KKPA Program is similar to the Plasma Program, except that the small landholders are bound by contract to an umbrella cooperative, which then obtains investment or working capital loans from the banking sector and onlends the funds to the small landholders. Both the Plasma Program and the KKPA Program may be availed by plantation companies in fulfilling their obligations to set aside a minimum of 20% of the total plantation area cultivated by the companies to be developed by the surrounding community. Corporate Social Responsibility On April 4, 2012 the government issued Government Regulation No. 47 of 2012 (“GR No. 47/2012”) to give effect to Article 74(4) of the Companies Act (No. 40 of 2007), which imposes a mandatory corporate social and environmental responsibility (“CSR”) regime on “natural resource-based” and “natural resource-related” companies. GR No. 47/2012 declares generally that every company, as a legal subject, has social and environmental responsibilities. This is fully in line with the international concept of corporate citizenship, as enshrined in the CSR documents produced by the United Nations, the International Labor Organization and other international organizations. In addition, Regulation No. 98/2013 requires plantation companies to implement social and environmental responsibility programs in accordance with laws and regulations. 123
GR No. 47/2012 places on a company’s board of directors the responsibility of implementing the company’s CSR responsibilities, and requires the preparing of an annual CSR operations plan, including an annual CSR budget, and provides that such annual operations and budget plans must be prepared based on considerations of “appropriateness and reasonableness,” which the Elucidation describes as being “the financial capacity of the company having regard to the risks that give rise to the social and environmental responsibilities that must be borne by the company, subject to the obligations of the company as set out in the legislation governing the company’s business operations.” Thus, in theory at least, the higher a company’s profits and the greater its impact its operations have on the environment, the more resources it should allocate to CSR. Cultivation of Forest Area Under Law No. 41 of 1999 on Forestry (the “Forestry Law”) the Government through the Ministry of Forestry designated functions of forest areas as conservation forest, protected forest or production forest. The Government may stipulate any changes made upon the use and function of forest area based on the examination of an integrated team comprising relevant institutions and officers within or related to the Ministry of Forestry assembled by the Directorate General of Forest Planning (“DGFP”). Any cultivation of forest area for development beyond forest-related activities shall only be done upon production forest area and protected forest areas by changing their designations by way of exchange or relinquishment of the designated forest areas by the Ministry of Forestry. Any party cultivating, using, or occupying forest area unlawfully may face imprisonment of up to ten years and a penalty of up to Rp.5 billion. Under the Forestry Law, a forest area is a specific area indicated (ditunjuk) and/or designated (ditetapkan) by the Government as an area whose existence as a forest must be maintained. The process of determining a forest area involves four stages, namely (i) indication; (ii) demarcation; (iii) mapping and (iv) designation. The designation of forest area shall be done with due regard to the national zoning regulations. The Ministry of Forestry is solely responsible for indicating and designating forest areas. As part of regional autonomy, a governor of a province may enact regional zoning regulation on the issuance of business licenses or location permits in the relevant province. Ideally, the regional zoning regulation conforms to the forest area designations made by the Ministry of Forestry. However, mainly due to the lack of a common map among the ministries as well as regional government, the zoning regulations and maps prevailing in regions often do not conform to the Ministry of Forestry’s designations of forest area functions, resulting in discrepancies between business licenses or Ijin Lokasi issued by the regional government and the functions of forest areas designated by the Ministry of Forestry. The zoning regulation of Central Kalimantan was issued on 2003, however due to the lack of certainty upon the designation of use and function of forest areas which are partly caused by the absence of official designation of forest area for Central Kalimantan by the Ministry of Forestry, business licenses issued based on zoning regulation may overlap with the use and function of forest areas as deemed by the Ministry of Forestry. The government of Central Kalimantan revised the 2003 zoning regulation in 2007 to conform to designation of forest area. To date, the House of Representatives has not approved the revised zoning regulation. The draft of zoning regulation may be updated from time to time to conform with the 2011 forest area use and functions issued by the Ministry of Forestry. Under Government Regulation No. 10 of 2010 on Procedure of Change of Use and Function of Forest Area (“GR No. 10/2010”), a change of use and function of forest area will be allowed if it would further national development while maintaining sufficient forest area for sustainable function. A change of use and function of forest area may be carried out namely by means of exchange of forest area while ensuring a minimum of 30% provincial area with proportional spread. If subject to such exchange, then the replacement area shall be on 1:1 minimum ratio if the forest area in the province is maintained at 30% and 1:2 if otherwise. In July 2012, GR No. 10/2010 was amended by Government Regulation No. 60 of 2012 on Amendment of GR No. 10/2010 (“GR No. 60/2012”). GR No. 60/2012 was issued to resolve the discrepancies between zoning regulations prevailing across the regions and the designation of forest areas issued by the Ministry of Forestry. Implicitly, GR No. 60/2012 acknowledged problems created by inconsistency in the maps as well as the lack of determination of forest areas and thus pardoned any breach of the Forestry Law by plantation businesses in production forest area by imposing an obligation to exchange the forest area on which plantation business license was granted upon. Under GR No. 60/2012, the Plantation Business License holder must apply to the Ministry of Forestry for the exchange of forest area within six months. The exchange must be completed within two years as of the issuance of the approval from the Ministry of Forestry by procuring the replacement area. Once the replacement area is procured, the Ministry of Forestry will then relinquish the forest area. The replacement area must be located in the same river flow, province or island as the area applied for exchange, can be reforested with conventional ways, free of dispute and encumbrances and have obtained the recommendation from the Governor and Regent/Mayor. 124
The procedure of exchange of forest area is further regulated under Ministry of Forestry Regulation No. P.32/Menhut-II/2010, as amended by the Minister of Forestry Regulation No. P.44/Menhut-II/2011 and subsequently amended by the Minister of Forestry Regulation No. P.41/Menhut-II/2012, which requires any application for forest area exchange to satisfy administrative and technical requirements. These requirements include the procurement of maps of the applied forest area to be exchanged and the replacement area, interpretation of satellite image, location permit, business license, recommendations from the Regent/Mayor and Governor as well as a technical or master plan and statement of undertaking in the form of a notarial deed, save for requests by the Government, which states the applicant will: (i) comply with the prevailing laws and regulations; (ii) not assign the exchange of forest area principal license without the approval of the Minister of Forestry; (iii) build a Plasma Program for a minimum 20% of the planted area by way of partnership with the local community. To ensure that the development of the plasma plantations actually takes place, the applicant for convertible forest area relinquishment must prepare a letter of commitment to develop the plasma plantations in the form of a notarial deed, which must be submitted along with the application for convertible forest area relinquishment. Ninety days after the acceptance of the application for forest area exchange, the DGFP will examine fulfillment of requirements including the forest area requested for exchange as well as the requirement for the replacement forest area. If it deems the application to have fulfilled the requirements, the DGFP will assemble an integrated team, which proposed members have been accepted by the Ministry of Forestry, to conduct an examination, deliver the result of such examination and submit a recommendation to the DGFP upon the area requested for exchange and the replacement area. If the DGFP deems that the exchange of forest area is acceptable, it will then submit a recommendation to issue an exchange of forest area principal license to the Ministry of Forestry. Should the Ministry of Forestry accept the recommendation from the DGFP, the Ministry of Forestry will issue an exchange of forest area principal license. If the exchange of forest area functions has material impact with broad scope and contains strategic value, the Ministry of Forestry will request approval from the House of Representatives prior to issuing the exchange of forest area principal license. The exchange of forest area principal license is valid for two years and can be extended twice, each time for one year. If the holder of forest area exchange principal license has completed all requirements stipulated in the exchange of forest area principal license, the Ministry of Forestry will issue a decree on designation of replacement land as production forest area based on the minutes of exchange of forest area. The demarcation of the applied exchange and replacement forest area will also be recorded in the minutes of forest area demarcation signed by a committee of forest area demarcation assembled and chaired by the Regent/ Mayor. The Ministry of Forestry will then issue a decree on the designation of forest area upon the replacement land and the relinquishment of the applied forest area based on such minutes of forest area demarcation. Export Duty The depreciation of the Indonesian Rupiah in 1997 and early 1998 caused significant increases in the domestic price of RBD palm olein, making the export of palm oil products comparatively more profitable. As a result, in December 1997, the Government imposed an export ban on these products. This ban was fully lifted in April 1998 and replaced with an export tax. In January 2009, the export tax was replaced with export duty. The export duty applicable to palm oil products, and to which we are subject, is currently between 0% and 22.5%. The level of duty is determined according to a formula based on CPO prices which include, among others, the c.i.f. Rotterdam, Malaysian exchange and/or Indonesian exchange prices (the “Reference Price”) as follows: Reference Price
Export Duty
U.S.$750 or below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$750 to U.S.$800 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$800 to U.S.$850 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$850 to U.S.$900 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$900 to U.S.$950 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$950 to U.S.$1,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,000 to U.S.$1,050 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,050 to U.S.$1,100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,100 to U.S.$1,150 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,150 to U.S.$1,200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,200 to U.S.$1,250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . More than U.S.$1,250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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0% 7.5% 9.0% 10.5% 12.0% 13.5% 15.0% 16.5% 18.0% 19.5% 21.0% 22.5%
INDONESIAN CAPITAL MARKETS The following information has been derived from publicly available information and has not been independently verified by the Company, the International Selling Agents, the Lead Domestic Underwriters or any of their respective advisors, and therefore should not be unduly relied on. Background and Development In 1976, the Government established a regulatory agency, the Capital Market Executive Board (Badan Pelaksana Pasar Modal), the Capital Market Development Board (Badan Pembina Pasar Modal) and a national investment trust company, PT Danareksa (Persero) to reactivate and promote the development of a securities market in Indonesia. In 1990, the Capital Market Executive Agency and the Capital Market Development Agency became the Capital Market Supervisory Board (Badan Pengawas Pasar Modal) or BAPEPAM. The first share issue listed on the Jakarta Stock Exchange (“JSX”) took place in August 1977. By the end of 1988, the shares of 24 companies were listed on the JSX and the volume of shares traded was relatively low. Since 1988, a number of reform measures affecting the Indonesian capital markets have been implemented. These have led to the privatization of the JSX and its establishment in December 1991 as a limited liability company, PT Bursa Efek Jakarta, incorporating 221 securities trading companies as its shareholders. In July 1992, the operation of the JSX was transferred from Bapepam to PT Bursa Efek Jakarta. At that time, Bapepam operated under a new name, the Capital Markets Supervisory Board or Badan Pengawas Pasar Modal, and its principal function was to ensure the orderly and fair operation of the securities exchanges. In December 2005, Bapepam merged with the Financial Institution Supervisory Board or Badan Pengawas Lembaga Keuangan under the Department of Finance, thus changing its name to its current name, the Capital Markets and Financial Institution Supervisory Board or Bapepam-LK. The various reforms have sought to strengthen the operational and supervisory framework of the Indonesian securities market and to improve the Indonesian securities market’s trading environment. The measures also established an over-the-counter market, or Bursa Paralel and private stock exchanges outside Jakarta, the first of which was established in Surabaya or PT Bursa Efek Surabaya (the “SSX”). In July 1995, the Bursa Paralel and the SSX were merged, with SSX the surviving company, to form a single exchange intended to focus on small and medium sized companies. On November 30, 2007, the JSX and SSX were merged with JSX as the surviving entity to form a single exchange, which changed its name PT Bursa Efek Indonesia, known as the Indonesia Stock Exchange, or IDX. Other reforms were also introduced to provide increased protection for minority shareholders, to improve disclosure requirements and to clarify listing procedures. As of June 30, 2013, there were 472 companies listing their equities on the IDX, with a market capitalization of Rp.4,739 trillion (U.S.$477 billion) compared to 24 listed companies with a market capitalization of approximately Rp.100 billion in December 1987, just prior to the introduction of the capital market reform measures. On November 22, 2011, Indonesia’s parliament approved Law No. 21 of 2011 on the Financial Services Authority (Otoritas Jasa Keuangan, or “OJK”), which created a new institution, the Financial Services Authority (OJK), which, effective December 31, 2012, took over the supervision and regulation of capital markets, insurance, pension funds and multi-finance companies from Bapepam-LK, and, effective December 31, 2013, will take over the supervision and regulation of banks from Bank Indonesia. Overview of the Indonesia Stock Exchange As of June 30, 2013, the IDX comprised 472 members. Of these 472 members, the top 20 most active stocks in total trading volume handled transactions totaling 211,296 million shares for the six months ended June 30, 2013, approximately 27.82% of total shares traded on the IDX during that period. In trading value, the top 20 most active members accounted for Rp.316,173.9 billion in trading, or approximately 36.83% of the overall value of buying and selling transactions on the IDX for the six months ended June 30, 2013. The rules and regulations governing the JSX are currently applied to the IDX in the same manner.
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Trading rules on the IDX are currently generated in the form of decisions by the IDX. There are currently five daily trading sessions for the regular market, two daily trading sessions for the negotiated market, and one daily trading session for the cash market as follows: Trading Session
Market
Trading Hours
Pre-opening Session
Regular
Monday – Friday 08:45:00 – 08:59:59
1st Session
Regular, Cash and Negotiated
Monday – Thursday 09:00 – 12:00 Friday 09:00 –11:30
2nd Session
Regular
Monday – Thursday 13:30:00 – 15:49:59 Friday 14:00:00 –15:49.59
Negotiated
Monday – Thursday 13:30:00 – 16:15:00 Friday 14:00:00 –16:15:00
Pre-closing Session
Regular
Monday – Friday 15:50:00 – 16:04:59
Post-closing Session
Regular
Monday – Friday 16:05:00 – 16:15:00
Trading of securities is divided into three market segments: regular market, negotiated market and cash market (except for rights issues, which may only be traded in the cash market and in the morning session of the negotiated market). The regular market is the mechanism for trading shares in standard lots on a continuous auction market during the exchange hours. Regular market and cash market trading is generally carried out in unit lots of 500 shares. The price movement units of traded securities: • for shares with a previous price less than Rp.200, the fraction is fixed at Rp.1, and each price movement should be no more than Rp.10; • for shares with a previous price in the range of Rp.200 to less than Rp.500, the fraction is fixed at Rp.5, and each price movement should be no more than Rp.50; • for shares with a previous price from Rp.500 to less than Rp.2,000, the fraction is fixed at Rp.10, and each price movement should be no more than Rp.100; • for shares with a previous price from Rp.2,000 to less than Rp.5,000, the fraction is fixed at Rp.25, and each price movement should be no more than Rp.250; and • for shares with a previous price of Rp.5,000 or more, the fraction is fixed at Rp.50, and each price movement should be no more than Rp.500. Auctioning takes place according to price priority and time priority. Price priority refers to the giving of priority to buying orders at a higher price or selling orders at a lower price. If buying or selling orders are placed at the same price, priority is given to the buying or selling order placed first (i.e., time priority). Negotiated market trading is carried out (i) by direct negotiation between members of IDX; (ii) between clients through one member of IDX; (iii) between a client and a member of IDX; or (iv) between a member of IDX and the Indonesian Stock Clearing and Guarantee Company (PT Kliring dan Penjaminan Efek Indonesia, “KPEI”). Negotiated market trading does not use round lots. Transactions on the IDX regular market are required to be settled no later than the third trading day after the transactions, except for cross trading. Transactions on the negotiated market are settled based on agreement between the selling exchange member and the buying exchange member, on a per-transaction basis. In the event the selling and buying exchange members have not determined the period for settlement, then the settlement is required to be completed no later than the third trading day after the transaction. Transactions on the IDX cash market are required to be settled on the trading day of the respective transaction. In case of a default by an exchange member on settlement, cash market trading takes place, pursuant to which 127
trading of securities by means of direct negotiation on cash and carry terms will be conducted. All cash market transactions must be reported to the IDX. An exchange member is obliged to pay a transaction cost as regulated by the IDX, and any delay in payment of the transaction cost is subject to a fine of 1.0% of the outstanding amount for each day of delay. For any violation of IDX rules, the IDX may impose on an exchange member any of the following sanctions: (i) a fine up to Rp.500 million; (ii) a written warning; (iii) a written admonition; (iv) a temporary suspension from trading activities; or (v) a revocation of license as an exchange member. All transactions involving shares listed only on the IDX, which use the services of exchange members, must be conducted through the IDX. In order for a trade (except a block trade) to be made on the IDX, both the cash and the securities settlement must be conducted through the facilities of the IDX. Short selling and margin trading are allowed, subject to the fulfillment of certain requirements, such as: (i) the maintenance of a regular securities account that shows the transaction records of the trader, (ii) the maintenance of a margin trading or short selling financing securities account, and (iii) an initial deposit of Rp.200,000,000 into the margin trading or short selling financing securities account. Under the prevailing laws, only a member of the IDX that has obtained approval from the IDX can enter into a short selling transaction or a margin transaction. Furthermore, the IDX may cancel a transaction if proof exists of fraud, market manipulation or the use of insider information. The IDX may also suspend trading if there are indications of fraudulent transactions or artificial inflation of share prices, misleading information, use of insider information, counterfeit securities or securities blocked from trading, or any other material event. The IDX may suspend trading of certain securities or suspend certain members of the stock exchange. Members of the IDX charge a brokerage fee for their services, based on agreements with their clients, up to a maximum of 1.0% of the transaction value. When conducting share transactions on the IDX, exchange members are required to pay a transaction levy in the amount of 0.03% of the transaction value (for transactions in the regular and cash markets) and a transaction levy in the amount of 0.03%, or based on the exchange policy (for transactions in the negotiated markets). The transaction levy is a minimum of Rp.20,000,000 per month in contribution for the provision of the exchange’s facilities (which continues to apply for exchange members in suspension or with frozen membership). The clients are also responsible for paying a 10.0% value added tax on the amount of the brokerage fee and transaction levy. Also, Indonesian sellers are required to pay a withholding tax of 0.1% (plus an additional 0.6% for founder shares) of the total transaction value. Additionally, stamp duty of Rp.3,000 is payable on any transaction with a value between Rp.250,000 and Rp.1,000,000, and stamp duty of Rp.6,000 is payable on every transaction with a value of more than Rp.1,000,000. See “Taxation.” Shareholders or their appointees may request at any time during working hours that the issuer, or a securities administration bureau appointed by the issuer, register their shares in the issuer’s registry of shareholders. Reporting of share ownership to the OJK is mandatory for: (i) members of a listed company’s board of directors; (ii) members of a listed company’s board of commissioners; and (iii) shareholders whose ownership has reached 5.0% or more of a listed company’s issued and fully paid up capital. Those shareholders must report their ownership and any changes to such ownership to OJK within ten days after the transaction. The following table sets forth certain information on the IDX for the periods or as of the dates indicated:
2006
2007
As of and for the year ended December 31, 2008 2009 2010
2011
2012
As of and for the six months ended June 30, 2013
Market capitalization (billion Rp.) . . . . . 1,249,074 1,988,326 1,076,491 2,019,375 3,247,097 3,537,294 4,126,995 4,739,605 Trading volume (million shares) . . 436,936 1,039,542 787,846 1,467,659 1,330,865 1,203,550 1,053,762 759,597 Average daily trading volume (million shares) . . 1,806 4,226 3,283 6,090 5,432 4,873 4,284 6,176 Trading value (billion Rp.) . . . . . 445,708 1,050,154 1,064,528 975,135 1,176,237 1,223,441 1,116,113 858,408 Average daily trading value (billion Rp.) . . . . . 1,842 4,269 4,436 4,046 4,801 4,953 4,537 6,979 Number of listed companies . . . . . . 344 383 396 398 420 440 459 472 Source: IDX Summary Statistic.
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IDX Auto Rejection Regulations Based on Stock Exchange Trading Regulation No. II-A, Attachment to the Decree of the Board of Directors of PT Bursa Efek Indonesia No.Kep-00399/BEI/011-2012 dated January 2, 2013 (“IDX Reg.II-A”), the IDX securities trading system (“JATS”) will automatically reject a sale offer and/or purchase demand for equity type securities if: • the sale offer or purchase demand price is less than Rp.50; • the sale offer or purchase demand price is: (1) more than 35% below or above the Reference Price (as defined below) within the range from Rp.50 to Rp.200; (2) more than 25% below or above the Reference Price within the range from Rp.200 to Rp.5,000; or (3) more than 20% below or above the Reference Price over Rp.5,000; or • the volume of the sale offer or purchase demand is more than 10,000 lots or 5% out of the total number of the company’s shares listed on the IDX (whichever is smaller). The term “Reference Price” means (a) the opening price (harga pembukaan) in the regular market (the “Opening Price”), (b) the closing price (harga penutupan) on the previous trading day if the opening price is not available (the “Previous Price”), or (c) the theoretical price as a result of a corporate action (harga teoritis hasil tindakan korporasi) for the shares if the company is conducting a corporate action. The above restrictions only apply to the regular market and cash market and not the negotiated market of the IDX. After taking into account trading conditions, the IDX may amend the above provisions upon a decision of the IDX board of directors with prior approval from the OJK. Such amendment shall be announced in IDX and shall be effective, at the earliest, after three trading days from such announcement. Foreign Equity Ownership Restrictions Direct investment by foreigners in the shares of a company is generally regulated by Law No. 25 of 2007 on Capital Investment, and its implementing regulations under the rulings and policies of the BKPM, the regulatory authority for foreign investment. The restriction on foreign ownership of listed equity securities, which is regulated by the Minister of Finance’s Decree No. 1055/KMK.013/1989, was revoked by the Minister of Finance’s Decree No. 455/KMK.01/1997 dated September 4, 1997. Under BAPEPAM’s Letter No. S-2105/PM/ 97 dated September 8, 1997, Notice of Jakarta Stock Exchange No. Peng 1176/BEJ/1.1/1997 dated September 9, 1997 and Decision Letter of the Board of Directors of Bank Indonesia No. 32/50/KEP/DIR dated May 14, 1999, foreign investors are now permitted to purchase up to 100% of shares offered in a public offering and up to 100.0% of the publicly listed shares of all Indonesian listed companies, except for certain industries such as broadcasting and tower telecommunications. Offering, Listing and Reporting Regulations The OJK regulates and monitors securities issues which are publicly offered or listed in Indonesia. Initial securities offerings are generally conducted as underwritten public offers for sale by subscription. The OJK regulates the offering and allocation procedures. Unless waived, companies are required to meet certain requirements in order to become listed on the IDX, which are set out in the Decision of the Board of Directors of JSX No. KEP-305/BEJ/07-2004 dated July 19, 2004, Listing of Shares and Equity-Linked Securities other than Shares Issued by Listed Company (“IDX Listing Regulation No. I-A”). Listed companies are required to submit to the OJK and the IDX the following documents: • an annual report to be submitted not later than four months after the end of the financial year of the company; • financial statements consisting of; (i)
an annual financial report audited by an accountant registered with the OJK, to be submitted not later than three months after the date of such report;
(ii) any of the following mid-year reports: (a) a mid-year report (unaudited), to be submitted not later than one month after the date of such report; (b) a mid-year report with limited review by an accountant registered with the OJK, to be submitted not later than two months after the date of such report; or (c) a mid-year 129
report audited by an accountant registered with the OJK containing a full opinion on the fairness of such report, to be submitted not later than three months after the date of such report; and (iii) quarterly reports, the preparation of which is governed by the rules of the IDX, to be submitted to the IDX: (a) a quarterly report (unaudited and unreviewed) to be submitted not later than one month after the end of each quarter; (b) a quarterly report with limited review by an accountant registered with the OJK, to be submitted not later than two months after the end of each quarter; or (c) a quarterly report audited by an accountant registered with the OJK containing a full opinion on the fairness of such report, to be submitted not later than three months after the end of each quarter; • material information that is important and relevant according to the OJK regulations and which may affect the value of the security or an investment decision, such as a merger, acquisition, consolidation, stock split, distribution of a stock dividend, change in management, replacement of public accountant, replacement of trustee, material legal claims, and other important information possibly affecting share prices on the exchange; such information must be submitted to the OJK and announced publicly no later than two working days after such information is revealed; • a copy of any amendment to the company’s articles of association; • the purpose of the utilization of net proceeds from the initial public offering; • notice of any change in the composition of the company’s board of directors or board of commissioners and their family members in the listed companies or the affiliates of such listed companies; • report on shareholding and any change in shareholding • notice of appointment and replacement of corporate secretary; • notice of any material deviation from financial projections published by such companies; and • in the case of an investment fund company, a monthly report, containing, among other information, its net asset value, prior to or on the fifth business day of each month. Listed companies are also required to immediately disclose to the public, OJK and the IDX any material information or facts which may affect the value of the securities or an investment decision of investors such as a merger, acquisition, consolidation, stock split, stock dividend, change in management, replacement of a public accountant, replacements of a trustee and material legal claims, within two business days of such an event taking place. Based on the Circular Letter of the Chairman of Bapepam-LK No. SE-01/BL/2007 dated February 8, 2007, a company which consolidates the results of its subsidiaries into its financial statements and which wishes to submit a registration statement to the OJK in relation to a public offering or rights issue is required to submit the following documents: • the consolidated financial statements of the company; • individual/stand alone, unconsolidated financial statements of the company; and • individual/stand alone, unconsolidated financial statements for each subsidiary whose financial statements are consolidated into the financial statements of the company. In addition, if the subsidiary fulfills one of the following requirements: • it is a public company; • its line of business related to public fund generating; • its issues an acknowledgement of indebtedness; • it has assets equal to or greater than Rp.50.0 billion; • it is required by a creditor to audit its annual financial statements; • it is a state enterprise; or • it is otherwise required by law. then the annual financial statements submitted to OJK must be audited by a public accountant. Insider trading, fraud, and market manipulation of securities are prohibited under Indonesian capital markets laws. In such circumstances, a transaction may be cancelled or suspended by the IDX, or the OJK may suspend or revoke the license of the supporting institution and supporting professionals involved. A party engaging in 130
(i) misleading conduct, fraud or falsification in connection with the sale of securities; (ii) other actions to mislead the public regarding trading activities, market conditions or price; or (iii) insider trading, is liable for the loss incurred and faces a fine of up to Rp.15.0 billion and imprisonment for up to ten years. Developments Scripless Trading On December 23, 1997, a private limited company, the Indonesian Central Securities Depository (PT Kustodian Sentral Efek Indonesia or “KSEI”), was established to serve as the central securities clearing house. On November 11, 1998, KSEI obtained a license from Bapepam-LK to act as an approved central securities depositary and settlement institution. The shareholders of KSEI currently consist of 30 securities firms, holding 31.5% of KSEI’s shares, nine custodian banks, holding 36% of KSEI’s shares, four share registrars (Biro Administrasi Efek), holding 4% of KSEI’s shares, the IDX and KPEI, holding 27.5% of KSEI’s shares, and one Treasury Stock, holding 1% of KSEI’s shares. In 2000, KSEI introduced the Central Depository and Book Entry Settlement System, or “C-Best,” a computerized system for the registration and settlement of securities. In 2000, Bapepam-LK implemented regulations to provide for a scripless trading system. Only shares held through KSEI and which have not been pledged, foreclosed upon based on a court order or seized for the purpose of criminal proceedings may be traded. Any institution becoming a KSEI participant is required to open at least one securities account and sub-account with KSEI for the deposit, withdrawal or transfer of securities. Under the scripless system, a member broker, sub-broker or local custodian (a “KSEI Participant”), may deposit with KSEI certificates evidencing ownership of securities on an account kept for such purpose, making KSEI the registered holder of those securities. After acceptance, KSEI will hold such securities on behalf of the KSEI Participant, or the clients of the KSEI Participant, and through this system, purchasers in securities become beneficial owners of the securities, rather than direct owners. Thus, to establish ownership rights, each holder of an account for deposit, withdrawal or transfer of securities (the “KSEI Account Holder”) is obliged to maintain a list of the owners of securities deposited with it. Sales and purchases of securities are settled on the relevant securities deposit account via a computer system. At the end of each trading day, KSEI delivers a statement showing the balance of securities held for each participant. A company that intends to register its securities with KSEI enters into a standard registration agreement with KSEI. Subsequently, KSEI Account Holders or KSEI Participants must issue confirmations for the benefit of KSEI for the entire value of the securities they have deposited with KSEI. Securities registered with KSEI are recorded and administered electronically in securities accounts opened with KSEI (“KSEI Securities Accounts”) and KSEI Account Holders administer deposits, withdrawals and transfers of securities through their KSEI Securities Accounts. Parties that are eligible to become KSEI Account Holders are (i) securities companies (ii) custodian banks and (iii) other parties determined by the prevailing capital market laws and regulations. In addition, any institution becoming a KSEI Participant is required to open at least one securities account with KSEI. Each KSEI Account Holder who maintains customers’ securities and funds must also open sub-accounts for the deposit of securities and funds on behalf of their customers. In accordance with the KSEI rules on Central Depository Services, C-Best is the central computerized system for depository services and the settlement of securities transactions by book entry settlement. C-Best is provided by KSEI to KSEI Account Holders. Sales, purchases and conveyances of securities are settled through the C-Best system by setting off the relevant securities in the appropriate KSEI Securities Accounts. At the end of each trading day, KSEI delivers, through the C-Best system, a statement to each KSEI Account Holder showing the balance of securities held by that KSEI Account Holder. Pursuant to a Circular Letter issued by Bapepam-LK dated November 23, 2001, listed companies were required to register their shares in a central depository prior to June 30, 2002. Further, on January 15, 2003, Bapepam-LK issued a new regulation, effective as of May 1, 2003, which required each KSEI Participant holding securities on behalf of a client to: • establish a securities sub-account on behalf of each client and record each client’s securities account in such sub-account; • ensure that the balance in the customer’s security account in the KSEI Participant’s books is always equivalent with the balance in the sub-account with KSEI; • ensure that the identity of each client is properly recorded by the KSEI Participant; and • ensure that the securities sub-account balance of each client is and remains correct.
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Transfers of Shares Transfers of listed shares on the IDX are governed by the Company Law and the IDX rules. Under the Company Law, as a general matter, ownership of shares is based on the registration of ownership in the relevant company’s share register. To be valid against the issuing company, a request for an entry of a transfer into a share registry must be received by the company. To be valid against a third party, the entry of the transfer must actually be made into the share register. Transfer of scripless shares are made by way of appropriate instructions to the relevant brokers, sub-brokers or custodians with whom the transferor and the transferee involved maintain securities accounts in accordance with their individual arrangements with such brokers, sub-brokers or custodians. Upon receipt of such instructions, the relevant brokers, sub-brokers or custodians will, in accordance with such arrangements, effect the relevant changes in the registers they are required to maintain for rights and entitlements purposes. Effective June 30, 2002, only scripless shares held through KSEI (which have not been pledged or foreclosed upon based on a court order, or seized for the purpose of criminal proceedings) may be traded on the IDX. Securities transaction settlement services are part of the central depository services provided for the fulfillment of the rights and obligations of stock exchange transactions or over-the-counter transactions by means of the transfer of securities and or funds between securities accounts. The settlement of stock exchange transactions is performed by KSEI based on transfer instructions received from both a selling Clearing Member (defined as a member of a stock exchange registered as the KSEI Clearing Member) and a buying Clearing Member. Alternatively, KSEI may settle over-the-counter transactions based on transfer instructions from a selling KSEI Account Holder and acceptance from a buying KSEI Account Holder and the availability of sufficient securities in the relevant sub-account. Over-the-counter transfer instructions must also state whether the transaction requires a payment or not. When a transfer of securities and/or funds is completed and settled, KSEI submits a report to KPEI or the Clearing Member on the settlement of the stock exchange transaction or provides a confirmation to the relevant KSEI Account Holder for an over-the-counter transaction. A transfer of more than 50% of the shares of a public company or the acquisition of direct or indirect control of the management or policy of a public company will be deemed an acquisition of a public company and thus trigger a mandatory tender offer by the new controlling shareholder. The new controlling shareholder will have to conduct a tender offer for all the other shares in the public company, except for: (i) shares owned by shareholders which participated in the acquisition in conjunction with the new controlling shareholders, (ii) shares owned by other parties which received an offer on the same terms and conditions with the new controlling shareholder, (iii) shares owned by other parties which are conducting a tender offer at the same time on the same public company’s shares, (iv) shares owned by the majority shareholders, and (v) shares owned by the other controlling shareholders in the public company. If the tender offer results in the new controlling shareholder holding more than 80% of the total paid-up capital in the public company, the new controlling shareholder must transfer a certain amount of the shares to the public so that 20% of the total paid-up shares in the public company is owned by the public, comprising more than 300 parties within two years after the completion of the tender offer. If the acquisition results in the new controlling shareholder obtaining more than 80% of the total paid-up capital in the public company, the new controlling shareholder will have to transfer the shares to the public equal to the percentage of shares obtained in the tender offer, at a minimum, and the shares must be owned by at least 300 parties within two years after the completion of the acquisition. KSEI KSEI is a self-regulating organization and is licensed and regulated by the OJK. Under KSEI’s rules, securities companies or custodian banks fulfilling certain criteria determined by the prevailing capital market laws and regulations and authorized by the OJK may become KSEI Participants. The principal shareholders of KSEI are large custodian banks, securities companies, share registrars (Biro Administrasi Efek), IDX and KPEI. In the scripless system, the role of KSEI is to settle the transfer and receipt of securities and to act as the central securities depository. KPEI’s role is to conduct fund settlement. KSEI is managed by a Board of Directors as supervised by a Board of Commissioners who are subject to the provisions of the Company Law. KSEI is also a member of several international associations that are related to securities depositories, including the Association of National Numbering Agencies (“ANNA”), the International Society of Securities Administrators (“ISSA”), the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) and Asia Pacific Central Securities Depositories Group (“ACG”). The OJK sets strict standards for the internal controls of KSEI. These standards call for daily reconciliation of account balances between KSEI and the issuers whose securities are held in the name of KSEI. This daily 132
reconciliation is required to be verified continuously by the head of the audit unit of KSEI who must report this verification to the Internal Control Committee of KSEI, the Board of Directors of KSEI and the OJK. Each KSEI Participant has the right to send auditors to KSEI to verify the reconciliation of its accounts with those of KSEI and the right to send auditors to verify the registry of the securities on the books of the issuer. The internal control systems of KSEI are required to be audited annually by an independent auditor with international experience and reputation and include a review of the protections against fraud, embezzlement, natural disruptions and electronic damage. This report is to be sent to all KSEI shareholders along with the annual report. The regulations call for a number of fundamental security measures to ensure the integrity of KSEI: • access to data processing functions, record-keeping functions and customer account service areas of KSEI must be restricted; • KSEI must have a primary computer and back-up computer at different locations that allow continued processing within two hours of a breakdown of the primary computer; • duplicate electronic records must be maintained in repositories that are at least 30 kilometers away from each other; • software development and maintenance are required to be segregated from data processing operations; and • a special security division of KSEI’s own funds is required to be segregated from data processing operations; all debits and credits to securities accounts must be based on instructions of account holders and controlled by a division that is separate from the data processing division. In addition to the oversight of internal controls and specific regulations regarding recovery and security, the legal basis for securities accounts permits recovery of an investor’s assets even in the event of destruction of all records of KSEI. This is done based on investor’s confirmations and statements and records of the issuer, all of which are maintained independently from the records of KSEI. With daily reconciliation of key records, strong internal control supervision by major banks, special security measures and legal safeguards, recovery is theoretically possible even if there is a catastrophic occurrence. IDX Listing, Relisting, Delisting and Corporate Governance Rules The IDX listing rules and regulations for equity securities are aimed to enhance good corporate governance and clarify listing, relisting and delisting criteria, sanctions for violation of stock exchange rules and e-reporting and monitoring. The IDX Listing Regulation also introduced the two-board system, consisting of the Main Board and the Development Board. The Main Board serves as the flag carrier of the IDX and is intended for companies fulfilling regional listing standards relating to size, track record and net tangible assets. The Development Board allows both large and small companies with prospects but who are not yet qualified to be listed on the Main Board, as well as companies in the recovery phase, to be listed on the IDX. Initial Listing Under the IDX Listing Regulation, a company is deemed qualified to undertake an initial listing either on the Main Board or on the Development Board if it fulfills the following requirements: • a legal entity in the form of a limited liability company (Perseroan Terbatas, or PT); • having obtained a registration statement declared effective by OJK; • in the event that the prospective listed company is a subsidiary or a holding company of another listed company, then: (1) pursuant to an appraisal of an independent party, upon termination of an affiliation between the prospective listed company and the listed company, each company can continue to sufficiently perform its operational activity; and (2) the proforma financial statement of the listed company, without consolidation with the financial statement of the prospective listed company, can fulfill the listing requirements; or (3) the proforma financial statement of the prospective listed company, without consolidation with the financial statement of the listed company, can fulfill the listing requirements; 133
• having appointed independent commissioners, comprising at least 30.0% of the total number of members of the board of commissioners; • having at least one non-affiliated director; • having an audit committee; • having appointed a corporate secretary; • a nominal value of shares of at least Rp.100; and • the members of the Board of Directors and Board of Commissioners of the company must have good reputations, evidenced by, amongst others: (1) never having been convicted of a crime in the last 10 years; (2) never having been declared bankrupt; (3) never plead guilty for causing the company that the individual managed or manages to be declared bankrupt; (4) never been disrespectfully discharged from a position within the last five years; and (5) not being under guardianship, (hereinafter referred to as the “General Listing Requirements”). A company is deemed qualified to undertake an initial listing on the Main Board of the IDX if it fulfills certain requirements, including the following: • fulfilling the General Listing Requirements; • having conducted operational activity in the same core business for at least 36 consecutive months up to the submission of the listing application; • having audited financial reports for the last three financial years, provided that the audited financial years for the last two financial years and the last interim audited financial report (if any) obtained an unqualified opinion; • having net tangible assets pursuant to the last audited financial report of at least Rp.100 billion; • total shares owned by non-controlling shareholders (minority shareholders) after a public offering of a company that has been listed at another stock exchange or an unlisted public company in the period of five trading days prior to the listing application of at least the lower of: (1) 100 million shares; or (2) at least 35.0% of the paid in capital; and • having at least 1,000 shareholders holding securities accounts with securities exchange members, provided as follows: (1) for a candidate listed company conducting an initial public offering, the total number of shareholders shall be the number of total shareholders following the completion of the initial public offering; (2) for a candidate listed company originated from an unlisted public company, then the total number of shareholders shall be the total shareholders as of, at the latest, one month prior to the listing application; and (3) for a candidate listed company listing at another stock exchange, the total number of shareholders shall be calculated based on the monthly average during the last six months. A company is deemed qualified to undertake an initial listing on the Development Board of the IDX if it fulfills certain requirements, including the following: • fulfilling the General Listing Requirements; • having net tangible assets of at least Rp.5 billion; • having operated at least for the past 12 consecutive months in the same core area of business activity; • having an unqualified audit opinion from the auditor covering its financial reports for the last 12 months and the last audited interim report (if any); • for a company which has experienced loss or has not booked any profit or has operated for less than two years: (1) at the latest of the end of its second financial year of its listing date, obtains business and net profits in accordance with the financial projection, which is to be announced in the stock exchange; or 134
(2) based on its financial forecast by no later than at the end of the company’s sixth financial year as of the listing date, it has obtained business and net profits, especially if the proposed listed company is a company that by nature of its business will likely require a longer period of time to reach a breakeven point (such as infrastructure, plantation, forestry concession right, or industrial forest concession right or other business related to public service); • shares owned by minority shareholders immediately after the initial listing within five stock exchange days before the listing application, which amount to the lower of (i) 50 million shares or (ii) comprise 35.0% of the total paid in capital; • having at least 500 shareholders holding securities accounts with stock exchange members, provided as follows: (1) for a candidate listed company conducting a public offering, the total number of shareholders shall be the total shareholders following the completion of the initial public offering; (2) for a candidate listed company originated from an unlisted public company, the total number of shareholders shall be the total shareholders for the latest one month prior to the listing application; and (3) for a candidate listed company listing at another stock exchange, the total number of shareholders shall be calculated based on the monthly average during the last six months; and • full commitment underwriting from underwriters. The rules allow a company listed in the Development Board to be promoted to the Main Board if it fulfills the requirement for listing on the Main Board based on the IDX regulations. Delisting A company can be delisted voluntarily or by the stock exchange. A company can be delisted if, among other things, (i) it suffers certain conditions which adversely affect the going concern of the company, either financially or legally, or adversely affect the continuing status of the company as a publicly listed company and the company has not shown any sufficient remedial actions; or (ii), its shares have been suspended from the regular market and the cash market and have only been traded in the negotiation market for the least 24 months. Independent Commissioner and Audit Committee Pursuant to IDX Regulation No. I-A, all companies listed in the IDX must have the following: • independent commissioners of at least 30% of the total number of members of the Board of Commissioners; • at least one non-affiliated director; • an audit committee; • a corporate secretary; and • a nominal value of shares of at least Rp.100. Further, the IDX Listing Regulation, regulates that an independent commissioner in a listed company: • may come from outside the listed company; • may not own any shares of the listed company directly or indirectly; • may not have an affiliated relationship with the listed company, or with any commissioner, director or controlling shareholder; • may not hold a dual position as a director of another company affiliated with the listed company; • may not have any business relationship which is directly or indirectly related to the listed company’s business activity; • must have adequate knowledge of statutory regulations in the field of capital markets; and • may not be an employee of the company or a person who has the authority and responsibility of planning, leading, controlling or supervising the operations of the company within the past six months. In addition to the IDX Listing Regulation, based on BAPEPAM-LK Rule No. IX.I.5 (as defined below), an independent commissioner in a listed company must comply with the following criteria: • no authority or responsibility to plan, lead, control or supervise the activities of the listed company within six months prior to the appointment as an independent commissioner; • no direct or indirect ownership of shares of the listed company; 135
• may not have an affiliated relationship with the listed company, or with any commissioner, director, controlling shareholder, or substantial shareholder of the listed company; and • no business relationship which is directly or indirectly related to the listed company’s business activity. The audit committee must comprise of at least three members, one of whom must be an independent commissioner of the listed company who will serve as chairman of the audit committee. The other members must also be independent persons, at least one of whom must be an expert in the field of accounting and/or finance. Pursuant to BAPEPAM-LK Rule No. IX.I.5, members of the audit committee must satisfy the following criteria: • high integrity, ability, knowledge and adequate experience in accordance with their educational background and proper communication skills; • the ability to understand financial reports, business activities of the issuer or listed company, audit process, risk management, knowledge of statutory regulations in the field of capital markets and other related statutory regulations; • comply with the code of ethics of the audit committee adopted by the listed company; • willing to continuously improve their competency through education and training; • at least one member of the audit committee is required to have an educational background in accountancy and/or finance; • not a person from the public accountant’s office, the legal consultant’s office, the public appraiser’s office or of other parties that provide assurance and non-assurance services, appraisal services and/or other consultation services to the issuer or to the public company, within six months prior to the appointment as a member of the audit committee; • no authority or responsibility to plan, lead, control or supervise the activities of the listed company, within six months prior to his/her appointment by the commissioner, unless he/she is an independent commissioner; • no direct or indirect ownership of shares of the listed company. If a member of the audit committee directly or indirectly obtains the shares of the listed company as a consequence of a legal event, then within six months after such shares are obtained, he/she must transfer the shares to other parties; • may not have an affiliated relationship with any commissioner, director, or substantial shareholder of the listed company; and • has no business relationship which is directly or indirectly related to the listed company’s business activity. Non-affiliated director Pursuant to IDX Listing Regulation No. I-A, a non-affiliated director in a listed company: • may not have an affiliated relationship with the company’s controlling shareholders for at least six months prior to his/her appointment as a non-affiliated director in a listed company; • may not have an affiliated relationship with the commissioner or other director of the listed company; • may not act as a director of another company; and • may not be an insider at a capital market supporting professional or institution of which his/her/its service was used by the listed company for six months prior to his/her appointment as a director of the listed company. Corporate Secretary As stipulated in the Decision of Chairman of BAPEPAM-LK No. Kep-63/PM/1996 on Formation of the Corporate Secretary (BAPEPAM-LK Regulation No. IX.I.4) and IDX Listing Regulations, a listed company is required to have a corporate secretary. The function of a corporate secretary is performed by one of the directors of the listed company or by an official of the listed company designated to carry out such function. The corporate secretary acts as a liaison or contact person between the listed company, government authorities, including OJK, and the public. The corporate secretary must have access to material and relevant information relating to the listed company and must be familiar with all statutory regulations relating to capital markets, particularly on disclosure matters. Reporting Requirements According to the decision of the Chairman of BAPEPAM No. Kep-82/PM/1996 dated January 17, 1996 on Regulation No. X.M.1 concerning the Disclosure Requirements for Certain Shareholders, the director or 136
commissioner of a listed company or a public company must report to OJK in regards to their ownership and the changes of ownership of the shares in the listed company or public company within 10 days of the transaction. Such reporting obligation also applies to a shareholder that owns 5% or more of the paid-up capital in the listed company or public company. Amended BAPEPAM-LK Regulation on Annual Reporting Requirements Decision of Chairman of BAPEPAM-LK No. Kep-134/BL/2006 on Regulation No. X.K.6 concerning Annual Reporting Requirements for Issuer or Public Company which generally governs the submission timeframe and contents of the annual reports of public companies, was amended by Decision of Chairman of Bapepam-LK No. Kep-431/BL/2012 dated August 1, 2012 or “BAPEPAM-LK Regulation No. X.K.6.” While for the most part BAPEPAM-LK Regulation No. X.K.6 deals with procedural/technical matters related to corporate and accounting information, it also introduces a number of new features. One new provision makes it mandatory for a public company to reveal its ultimate principal or controlling shareholder, clearly spelled out in diagrammatic or chart form. In addition, Bapepam-LK Regulation No. X.K.6 introduces a much broader reporting requirement for corporate social responsibility activities, and the mandatory reporting of any whistle blowing arrangements that may be in place. Corporate Social Responsibility BAPEPAM-LK Regulation No. X.K.6 includes a corporate social responsibility reporting requirement, including the need to supply information on environmental responsibility (use of environmentally friendly/recyclable materials, renewable energy, waste treatment, environmental classification, etc.), labor, and occupational health and safety issues (gender equality, employee turnover, training, occupational accidents, etc.), social and community development (employment of local manpower, community empowerment, provision of social infrastructure, donations, etc), and product responsibility (product information, response to consumer complaints, etc.). In addition, corporate social responsibility activities must be reported in a dedicated section of the annual report. This is a new development and ties in with Article 74(4) of the Company Law, as elaborated by Government Regulation No. 47 of 2012 concerning Companies Corporate Social Responsibility (“GR No. 47/2012”), which makes Indonesia one of the few countries in the world to practice mandatory corporate social responsibility. However, there is no oversight other than that provided by shareholders and the public at large. There are also no generally applicable sanctions that have been implemented for companies that fail to comply with this directive. Additional Disclosures BAPEPAM-LK Regulation No. X.K.6 also requires the disclosure of information on employee/management stock options, if any, including information on the amounts and timeframes involved, participation requirements, and the prices at which such options are exercised. In addition, a description must be given of the company’s code of ethics (if any), including the key provisions of the code, how it is familiarized to employees, and information on corporate culture.
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MANAGEMENT In accordance with Indonesian law, we have a Board of Commissioners and a Board of Directors. Our management and day-to-day operations are carried out by our Board of Directors under the supervision of the Board of Commissioners, the members of which are elected through a general meeting of shareholders. The two boards are separate and an individual may be a member of both boards. Our Board of Commissioners and Board of Directors consist of two members and four members, respectively. Members of our Board of Commissioners and our Board of Directors are elected for five-year terms commencing as of the date of the general meeting of shareholders appointing such members. Such appointments are made without prejudice to the ability of shareholders to exercise their rights at a general meeting of shareholders to dismiss a Commissioner or a Director during their term of office or to reappoint a Commissioner or Director whose term of office has expired. The rights and obligations of each member of the Board of Commissioners and the Board of Directors are regulated by our articles of association, the decisions of general meetings of our shareholders, the Company Law and, after our listing on the IDX, OJK regulations and IDX regulations. Board of Commissioners Under our Articles of Association, our Board of Commissioners, which has the task of supervising our management, must consist of at least two members, including the Independent Commissioner. A company to be listed on the Indonesia Stock Exchange is also required to have independent commissioners as members of its Board of Commissioners. The number of independent commissioners must be in proportion to the number of shares owned by the non-controlling shareholders of the company, provided that the number of independent commissioners shall not be less than 30% of the total Commissioners. The principal functions of the Board of Commissioners are to give advice to and supervise the policies of the Board of Directors. All meetings of the Board of Commissioners are chaired by the President Commissioner. In the event of the absence or inability of the President Commissioner, the impediment of which need not be evidenced to any third parties, a meeting of the Board of Commissioners may be chaired by another member of the Board of Commissioners specifically appointed by the members of the Board of Commissioners present at the meeting. As of the date of this offering memorandum, our Board of Commissioners consisted of two members as follows: Name
Age
Commissioner Since
Position
Bungaran Saragih . . . . . . . . . . . . . . . . . . . . . . Marzuki Usman . . . . . . . . . . . . . . . . . . . . . . . .
66 69
August 2013 August 2013
President Commissioner Independent Commissioner
Certain information with respect to our Commissioners is set out below: Mr. Bungaran Saragih has served as President Commissioner since August 2013 and has 44 years of experience in the oil palm plantation industry. He has also served as Commissioner at PT Rea Kaltim Plantations since 2007, Chairman of the Board of Trustees at the Borneo Orangutan Survival Foundation since 2006 and Advisor to PT Japfa Comfeed Indonesia Tbk since 2006. He previously served as Chairman of Board of Governors at International Fund for Agricultural Development and Minister of Agriculture of the Republic of Indonesia. Mr. Bungaran Saragih obtained his Bachelor’s Degree in Agriculture Economics from the Bogor Agricultural Institute in Indonesia, Master of Arts in Economics, Statistics and Business from North Carolina State University in the United States and Doctorate in Philosophy on Economics from North Carolina State University in the United States. Mr. Marzuki Usman has served as Independent Commissioner since August 2013 and has 43 years of experience in the oil palm plantation industry. He has also served as a member of the advisory board at the Duke University Islamic Studies Center since 2006. He previously served as Senior Advisor at Rama Assurance, Advisor at PT Moores Rowland Indonesia, Advisor at PT Grant Thornton Indonesia, President Commissioner at PT Bursa Berjangka Jakarta, Minister of Forestry of the Republic of Indonesia, President Commissioner at PT PP. London Sumatra Tbk., and President Commissioner of PT Piesta Dinamia Consult. Mr. Marzuki Usman obtained his Bachelor’s Degree in Economics from Gajah Mada University in Indonesia and Master of Arts in Economics from Duke University in the United States.
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Board of Directors The Board of Directors manages the Company on a day-to-day basis. Under our articles of association, the Board of Directors shall consist of at least two members, one of whom is the President Director and, as required by the IDX Regulation, one of whom shall be appointed as the Unaffiliated Director. The Board of Directors is required to perform its duties in good faith and in the best interests of the Company. All meetings of the Board of Directors are chaired by the President Director. In the event of the absence or inability of the President Director, the impediment of which need not be evidenced to any third parties, a meeting of the Board of Directors may be chaired by another member of the Board of Directors specifically appointed by the meeting of the Board of Directors. As of the date of this offering memorandum, our Board of Directors consisted of four members as follows: Name
Age
Director Since
Rimbun Situmorang, Ir. . . . . . . . . . . . . . . . . . Harry Mohammad Nadir . . . . . . . . . . . . . . . . . Ramzi Sastra . . . . . . . . . . . . . . . . . . . . . . . . . . Vallauthan Subraminam . . . . . . . . . . . . . . . . .
46 52 42 59
August 2013 August 2013 August 2013 August 2013
Position
President Director Unaffiliated Director Director Director
Certain information with respect to our Directors is set out below: Mr. Rimbun Situmorang, Ir. has served as President Director since August 2013 and as President Commissioner of our subsidiaries, PT Kalimantan Sawit Abadi since 2011. He previously served as Director of one of our subsidiaries, PT Ahmad Saleh Perkasa, from 2009 to 2011, and Director of most of the companies under the Citra Borneo Indah Group from 2000 to 2013. Mr. Rimbun Situmorang, Ir. has 12 years of experience in the oil palm plantation industry. He also previously served as Head of Commerce of PT Barito Putra Nirwana and Marketing Manager of PT Mendawai Putra. Mr. Rimbun Situmorang, Ir. obtained his Bachelor’s Degree in Industrial Engineering from Tumpal Dorianus Pardede Institute of Technology in Indonesia. Mr. Harry Mohammad Nadir has served as Unaffiliated Director since August 2013. He has over 20 years of experience in finance, including 12 years of experience in the oil palm plantation industry. Mr. Harry Mohammad Nadir previously served as Chief of Corporate Finance and Procurement of Bakrie Sumatra Plantations Tbk as well as its Director since 2002. He obtained his national registered accountant title from the State College of Accountancy in Indonesia. Mr. Ramzi Sastra has served as Director since August 2013 and also served as Deputy Commercial Director from October 2011 to July 2012. He has 18 years of experience in the oil palm plantation industry and previously served as Commercial Manager — Downstream Products of PT Bakrie Sumatera Plantation from 2010 to 2011 and Commercial Manager of PT Flora Sawita Chemindo from 2006 to 2011. His experience has been primarily been in quality assurance and management system and sales and marketing, which he accumulated during his time with major players in the pulp and oil palm industries. Mr. Ramzi Sastra obtained his degree in chemical engineering from Universitas Sumatra Utara in Indonesia and his Master of Science in Marketing from Jakarta Institute Management Studies in Indonesia. Mr. Vallauthan Subraminam has served as Director since August 2013. He has over 37 years of experience in the oil palm plantation industry and previously served as the Regional Head of the Company from 2007 to 2012, Senior Manager/Acting Plantations Controller of IJM Plantations Berhad from 2001 to 2007. Prior to this, he was Executive Director of PT Domba Mas Group, and Plantation Manager of PT Asian Agri Group, Hap Seng Consolidated Berhad Group, and Kemayan Oil Palm Berhad. Mr. Vallauthan Subraminam obtained his Higher National Diploma in Management from the Institute of Supervisory Management in the United Kingdom. Compensation The total compensation paid to our Board of Directors and Board of Commissioners for the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2013 was Rp.2,932 million, Rp.2,561 million, Rp.4,471 million and Rp.712 million, respectively. Audit Committee In accordance with IDX requirements under IDX Rule No I-A, Attachment to the Decree of Board of Directors of IDX No Kep-305/BEJ/07-2004 dated July 19, 2004 on The Listing of Shares (Stock) and Equity-Type Securities Other Than Stock Issued by the Company, a prospective listed company which intends to list its shares on the IDX must have an audit committee or, for any prospective listed company which has not had an audit committee, must form an audit committee within six months after the company is listed. Thus, within six months 139
of our listing, we plan to set up an audit committee consisting of three members, one of whom will be an independent commissioner who will act as chairman, whilst the other members will be the external parties who are independent, at least one of whom must be an expert in accounting and/or finance. BAPEPAM-LK Rule No.IX.I.5, Attachment to the Decree of Chairman of BAPEPAM-LK No. 643/BL/2012 dated December 7, 2012 on the Establishment and Guidelines on Working Implementation of Audit Committee (“BAPEPAM-LK Rule No. IX.I.5”), also provides provisions regarding the audit committee. The functions, obligations and requirements of each member of our audit committee are regulated by the decisions of the Board of Commissioners, the Company Law, and after our listing on the IDX, BAPEPAM-LK regulations and IDX regulations. As of November 1, 2013, we have not yet established an Audit Committee. However based on our statement letter dated August 28, 2013, we are committed to establish an Audit Committee within six months after the Listing Date. Corporate Secretary Based on IDX requirements under IDX Rule No. I-A, Attachment to the Decree of Board of Directors of IDX No. Kep-305/BEJ/07-2004 dated July 19, 2004 on The Listing of Shares (Stock) and Equity-Type Securities Other Than Stock Issued by the Company, a prospective listed company which intends to list its shares on the IDX must have a corporate secretary for the purpose of implementing good corporate governance. The function of a corporate secretary must be performed by one of the directors of the listed company or an official of the listed company who is specifically appointed to conduct such function. In the event the corporate secretary is not a director of the relevant listed company, the board of directors of the listed company must be responsible for any information submitted by the corporate secretary. Bapepam-LK Regulation No. IX.1.4, Attachment to the Decree of Chairman of BAPEPAM-LK No. Kep-63/PM/1996 dated January 17, 1996 regarding Formation of Corporate Secretary also provides provisions regarding the corporate secretary and its function. The functions, obligations and requirements of the corporate secretary are regulated by the decisions of the Board of Directors, and after our listing on the IDX, BAPEPAM-LK regulations and IDX regulations. In accordance with the President Director’s letter dated August 14, 2013 and effective as of the date of such letter, we have appointed Efran Syamsumaulana as the corporate secretary to liaise on behalf of our Company with OJK, the IDX and relevant shareholders of our Company. Internal Audit In accordance with BAPEPAM-LK Rule No. IX.I.7, Attachment to the Decree of Chairman of BAPEPAM-LK No. Kep-496/BL/2008 dated November 28, 2008 regarding Forming and Charter’s Compilation Guidance of Internal Audit Unit, an issuer or a public company is required to establish an internal audit unit, which is a working unit within the issuer or public company that performs the internal auditing function. The name or term used for the internal audit unit can be determined by each issuer or public company. The internal audit unit must consist of at least one internal auditor. Where the internal audit unit consists of one internal auditor, he or she must also act as the chief of the internal audit unit. The main duties and responsibilities of the internal audit unit are as follows: • to prepare and implement the annual internal audit plan; • to test and evaluate the implementation of the internal control and risk management system according to our Company’s policy; • to examine and evaluate the efficiency and effectiveness of the financial, accounting, operational, human resources, marketing, information technology and other activities; • to provide objective advice and information on the audited activities to all levels of management; • to prepare an audit report and submit it to the President Director and the Board of Commissioners; • to monitor, analyze and report the implementation of the corrective actions based on the advice provided; • to cooperate with the audit committee; • to prepare a program to evaluate the quality of internal audit activities; and • to conduct special inspections if required. Pursuant to the letter of appointment dated August 14, 2013, we have appointed Indra Marito as the chairman of our internal audit unit.
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Employee Stock Allocation Plan Our directors have approved an Employee Stock Allocation Plan (“ESA”) pursuant to which up to 10% of the total Offering Shares or up to 150,000,000 Shares will be reserved for our employees that comply with the criterias below (“Qualified Employee”): • permanent employees as at September 30, 2013; and • permanent employees that are not under any sanction from the Company at the time of implementation of the ESA plan. The allocation of Shares under the ESA plan to each Qualified Employee will depend on their position and length of service. The Offering Shares allocated under this ESA plan will be subject to a lock-up period of two years from the date of listing, during which time, such Shares cannot be traded or transferred. The price paid for the Shares under the ESA plan will be the same as the Offer Price and an employee cooperative of PT Sawit Sumbermas Sarana will provide financing for the payment of shares under the ESA Plan with no interest bearing and, so long as the financing facility has not yet been repaid, any payment of dividend will be the right of an employee cooperative PT Sawit Sumbermas Sarana as compensation payment of the Shares under the ESA plan. If the final allocation of ESA’s shares does not reach up to 10% of the total Offering Shares or up to 150,000,000 Shares, the remaining ESA’s shares will be offered to the public. Management and Employee Stock Option Plan (“MESOP”) Our Shareholders have approved an MESOP pursuant to which all employees and management of our Company and our subsidiaries who are recorded 14 days before the distribution of option rights (“MESOP Participants”) will be granted, in accordance to the relevant Capital Market regulations, options to purchase the Shares of our Company (“MESOP Options”). Pursuant to MESOP, we will offer MESOP Options to MESOP Participants of up to 1.6% of the issued and paid up capital after completion of the Offering or of up to 150,000,000 shares within two years after of the listing date, with respect to IDX regulations and prevailing laws and regulations.
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SHARE OWNERSHIP We have 8,025,000,000 shares outstanding immediately before the completion of the Offering. The table below sets forth the shareholdings of our substantial shareholders and others immediately before and after the completion of the Offering. Shares Beneficially Owned Immediately Before the Offering Name
PT Citra Borneo Indah(1) . . . . . . . . . . . . . . PT Prima Sawit Borneo(2) . . . . . . . . . . . . PT Putra Borneo Agro Lestari(3) . . . . . . . . . . . . . PT Mandiri Indah Lestari(3) . . . . . . . . . . . . . Jemmy Adriyanor . . . . . . . Jery Borneo Putra . . . . . . . Public . . . . . . . . . . . . . . . . .
Total Shares
Total Nominal Value (Rp.100)
Shares Beneficially Owned Immediately After the Offering %
Total Shares
Total Nominal Value (Rp.100)
%
2,520,000,000 252,000,000,000
31.4 2,520,000,000 252,000,000,000
26.4
1,300,000,000 130,000,000,000
16.2 1,300,000,000 130,000,000,000
13.7
1,300,000,000 130,000,000,000
16.2 1,300,000,000 130,000,000,000
13.7
1,300,000,000 130,000,000,000 802,500,000 80,250,000,000 802,500,000 80,250,000,000 — —
16.2 1,300,000,000 130,000,000,000 10.0 802,500,000 80,250,000,000 10.0 802,500,000 80,250,000,000 — 1,500,000,000 150,000,000,000
13.7 8.4 8.4 15.7
Total . . . . . . . . . . . . . . . . . 8,025,000,000 802,500,000,000
100.0 9,525,000,000 952,500,000,000 100.0
Notes: (1) PT Citra Borneo Indah is beneficially owned by Jemmy Adriyanor, Jery Borneo Putra, Monica Putri and Ernis Desidistrisna, who are all children of our founder. (2) PT Prima Sawit Borneo is beneficially owned by Monica Putri and Ernis Desidistrisna. (3) PT Putra Borneo Agro Lestari and PT Mandiri Indah Lestari are beneficially owned by Jemmy Adriyanor and Jery Borneo Putra.
Our commissioners and directors held none of our 8,025,000,000 shares outstanding immediately before the completion of the Offering. Except as disclosed above, we are not directly or indirectly owned or controlled by another corporation, any government or other natural or legal person, whether severally or jointly. There is no known arrangement, the operation of which may, at subsequent date, result in a change in the control of us. For further discussion of these and other matters, see “Management — Board of Commissioners” and “Management — Audit Committee.”
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RELATED PARTY TRANSACTIONS We and our subsidiaries enter into transactions with related parties principally involving financial transactions and the purchases of raw materials in our regular conduct of business pursuant to the agreed terms and conditions with related parties. Below is the summary of the arrangements we have entered into with our related parties. For a full description of all related party transactions, see Note 33 to our consolidated financial statements as at and for the years ended December 31, 2010, 2011 and 2012 and as at and for the six months ended June 30, 2012 and 2013 and the related notes thereto. Under Regulation IX.E.1, related party transactions are divided into two categories, namely, affiliated transactions and conflict of interest transactions. Regulation IX.E.1 further provides the definition of a “transaction,” which includes activities related to: (a) providing and/or receiving loans; (b) acquiring, disposing or utilizing assets, including in the context of guarantees; (c) acquiring, disposing or utilizing services or securities of a company or controlled company; or (d) entering into contracts in relation to the activities mentioned in (a), (b) and (c) above, whether implemented as a one-time transaction or a series of transactions for a certain objective or activity. Pursuant to Regulation IX.E.1, an “affiliated transaction” means a transaction conducted by a company or controlled company with its affiliates or affiliates of the members of the board of directors, members of the board of commissioners, or the substantial shareholders of the company (i.e. shareholders that directly or indirectly own at least 20.0% of the shares of the company), while a “controlled company” means a company controlled either directly or indirectly by a company. An affiliated transaction must be disclosed to the public and evidence of such disclosure and its supporting documents must be submitted to the OJK no later than two business days after such affiliated transaction occurs. The information required to be disclosed is regulated under Regulation IX.E.1. In addition, Regulation IX.E.1 also provides exemptions for certain affiliated transactions, which only need to be reported to the OJK by the end of the second business day after such affiliated transaction is conducted. The information required to be included in such report is regulated under the Regulation IX.E.1. Aside from such exemptions, Regulation IX.E.1 also provides exemptions for certain affiliated transactions where the company is not required to make a disclosure to the public or a report to the OJK. A conflict of interest transaction must be approved by a majority of independent shareholders or their authorized representatives at the general meeting of shareholders. Under Regulation IX.E.1, a “conflict of interest” is defined as a difference between the economic interests of a company and the personal economic interests of any member of the board of commissioners, board of directors or substantial shareholders (defined as a direct or indirect holder of 20.0% or more of the issued shares of the company) which may cause losses to the company. Regulation IX.E.1 also provides exemptions for certain conflict of interest transactions, where the company is not required to obtain approval from the independent shareholders. The OJK has the power to enforce these rules, and our shareholders may also bring enforcement action based on these regulations. Loan Agreements On June 20, 2013, we and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, entered into loan agreements with certain of our investee companies, namely PT Surya Borneo Industri and PT Citra Borneo Utama, to provide loans in the amount of Rp.255,000,000,000 in aggregate. Under each of these agreements, interest is charged to both PT Surya Borneo Industri and PT Citra Borneo Utama as borrowers of the loans in accordance with the prevailing interest rates (ranging between 9.25% – 10.65% per annum) and will be due on June 20, 2014. The following table sets out the parties to the loan agreements and the outstanding amount each of the borrowers owed to us as of June 30, 2013. Lender
Borrower
Amount Outstanding
Amount (Rp. millions)
(Rp. millions)
The Company
PT Surya Borneo Industri PT Citra Borneo Utama
52,500 52,500
52,500 52,500
PT Mitra Mendawai Sejati
PT Surya Borneo Industri PT Citra Borneo Utama
37,500 37,500
37,500 37,500
PT Kalimantan Sawit Abadi
PT Surya Borneo Industri PT Citra Borneo Utama
37,500 37,500
37,500 37,500
Novation Agreements On June 29, 2013, we and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi entered into novation and loan agreements to assign our receivables from certain related parties to our investee company, 143
PT Surya Borneo Industri, in the amount of Rp.202,225,862,987. Under each of these agreements, the loan will mature on June 29, 2014 together with interest in accordance with the prevailing interest rate (ranging between 9.25% – 10.65% per annum). The following table sets out the details of the parties and amount of the novation agreements. Lender
Current Borrower
Previous Borrower
Amount (Rp. millions)
The Company
PT Surya Borneo Industri
PT Lingga Marintama PT Central Kalimantan Abadi PT Erythrina Nugraha Megah PT Amprah Mitra Jaya PT Sulung Ranch PT Tatal Engineering Kalimantan Export Import, Ltd PT Sawit Multi Utama PT Tanjung Sawit Abadi PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa CV Dona Doni
460 293 344 663 445 1 887 59,671 10,500 588 170 2,767
PT Mitra Mendawai Sejati
PT Surya Borneo Industri
PT Sawit Multi Utama PT Tanjung Sawit Abadi
43,120 33,476
PT Kalimantan Sawit Abadi
PT Surya Borneo Industri
PT Central Kalimantan Abadi PT Erythrina Nugraha Megah PT Sawit Multi Utama PT Tanjung Sawit Abadi PT Sulung Ranch PT Citra Borneo Indah PT Tatal Engineering
1,690 90 33,722 13,157 1 178 2
Plantation Management Agreements We manage all the plantations owned by our affiliates, namely PT Tanjung Sawit Abadi and PT Sawit Multi Utama. As of June 30, 2013, these included six plantations (30,818 hectares in aggregate of which 18,443 hectares are planted with oil palm trees) and one CPO processing facility in Central Kalimantan, Indonesia. We also handle the sale and marketing of CPO and crude palm kernel oil produced by PT Tanjung Sawit Abadi and PT Sawit Multi Utama. The plantations are managed under a Management and Service Agreement entered into by and between us and PT Tanjung Sawit Abadi and PT Sawit Multi Utama dated June 30, 2013. Pursuant to the provisions of the Management and Service Agreement, we provide both estate and mill management services for a fixed fee of U.S.$150 per hectare of planted area which are paid on a bi-annual basis. Insofar as we are required to process the FFBs from the plantation into CPO, a tolling fee of U.S.$20 per tonne will be charged. The Management and Service Agreement is governed by Indonesian Law with a validity period of four years and may be extended by mutual agreement between the parties. The terms of the sale and marketing of CPO and palm kernel produced are set out pursuant to a marketing agreement between us, PT Tanjung Sawit Abadi and PT Sawit Multi Utama dated June 30, 2013. Under the Marketing Agreement, we act as the sole and exclusive agent for all products from the plantations and the mills managed by us pursuant to the Management and Service Agreement. We are entitled to a marketing fee of U.S.$10 for every tonne of CPO and U.S.$5 for every tonne of palm kernel sold. The Marketing Agreement is governed by Indonesian Law with a validity period of four years and may be extended based on a mutual agreement between the parties. Lending Agreement On January 4, 2005, we entered into a lending agreement with PT Mitra Mendawai Sejati, PT Kalimantan Sawit Abadi and PT Citra Borneo Indah, whereby PT Mitra Mendawai Sejati, PT Kalimantan Sawit Abadi and PT Citra Borneo Indah agreed to lend office space to us located at Jl. H. Udan Said No. 47, Pangkalan Bun, Central Kalimantan Province. Under this lending agreement, we are not obligated to compensate PT Mitra Mendawai Sejati, PT Kalimantan Sawit Abadi or PT Citra Borneo Indah for the use of office space. Each agreement is valid for a period of 10 years and either party may terminate the agreement by conveying two weeks prior written notice to the other party. 144
Land Procurement Agreement In June 2011, PT Ahmad Saleh Perkasa entered into a land procurement agreement relating to an oil palm plantation in Central Kalimantan with PT Citra Borneo Indah. Under this agreement, PT Citra Borneo Indah will provide replacement land for oil palm plantations covering an area of 10,705 hectares for PT Ahmad Saleh Perkasa and PT Ahmad Saleh Perkasa will pay land procurement costs for PT Citra Borneo Indah in the amount of Rp.78 billion. This agreement is valid until August 7, 2014.
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MATERIAL CONTRACTS The following discussion summarizes selected provisions of certain material agreements of, or affecting us. This discussion is a summary and should not be considered to be a full statement of the terms and conditions of such agreements. For summaries of our material contracts with related parties, see “Related Party Transactions.” Financial Lease Agreements During 2011 and 2012, we and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, entered into financial lease agreements with certain leasing companies to finance the purchase of vehicles and heavy equipment to support our business activities. The following table sets out the details and terms of the financial lease agreements as of June 30, 2013. Lessee
Finance Object
Terms
Amount (Rp. millions)
PT Orix Indonesia Finance
Vehicles Vehicles
March 15, 2014 March 7, 2014
748 1,960
PT Chandra Sakti Utama Leasing
Dump Truck Vehicles Tractors Vehicles Vehicles Vehicles Tractors Vehicles Vehicles Dump Truck Vehicles Vehicles Vehicles Heavy Equipment Vehicles Vehicles Heavy Equipment Vehicles Vehicles Heavy Equipment Dump Truck Tractors Heavy Equipment Tractor Dump Truck
February 25, 2014 September 23, 2014 September 26, 2014 October 10, 2014 October 25, 2014 October 10, 2014 September 26, 2014 September 23, 2014 February 16, 2015 January 20, 2015 December 23, 2014 December 23, 2014 December 16, 2014 August 16, 2014 February 25, 2014 February 22, 2014 August 25, 2014 April 15, 2015 January 27, 2015 July 25, 2014 August 25, 2014 August 25, 2014 March 5, 2015 January 26, 2014 February 25, 2014
1,636 470 593 465 317 592 756 599 1,010 819 1,451 1,451 1,449 1,262 345 945 2,350 987 699 4,439 820 416 2,974 1,173 1,636
PT Kalimantan Sawit Abadi
PT Chandra Sakti Utama Leasing
Vehicles Vehicles Vehicles Tractor Vehicles Heavy Equipment
January 17, 2014 December 17, 2013 July 22, 2014 August 25, 2014 October 25, 2014 March 28, 2015
780 467 486 832 490 1,383
PT Mitra Mendawai Sejati
PT Chandra Sakti Utama Leasing
Heavy Equipment Dump Truck Vehicles Heavy Equipment Heavy Equipment Vehicles
March 14, 2015 March 15, 2016 December 17, 2014 February 27, 2015 January 20, 2015 August 16, 2014
926 1,646 467 732 2,037 345
The Company
Lessor
Sale and Purchase Agreements CPO Sale and Purchase Agreements Master Sale and Purchase Agreement with PT Sinar Alam Permai (subsidiary of Wilmar) On August 25, 2011, PT Kalimantan Sawit Abadi entered into a master sale and purchase agreement with PT Sinar Alam Permai, under which PT Sinar Alam Permai agreed to purchase CPO and palm kernel from PT Kalimantan Sawit Abadi under a separate sale and purchase agreement or in the form of a purchase order from 146
PT Sinar Alam Permai to PT Kalimantan Sawit Abadi. The CPO and palm kernel prices are determined on a spot basis under a sale and purchase agreement or purchase order. The master sale and purchase agreement will remain in effect as long as PT Kalimantan Sawit Abadi is not in default under the sale and purchase agreement. For the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2013, our sales to PT Sinar Alam Permai amounted to Rp.806 billion, Rp.975 billion, Rp.908 billion and Rp.427 billion, respectively. CPO Sale and Purchase Agreement with PT Sinar Alam Permai (subsidiary of Wilmar) On January 7, 2013, we entered into a sale and purchase agreement with PT Sinar Alam Permai, under which PT Sinar Alam Permai agreed to purchase CPO from us on a weekly basis starting from January 7, 2013 until December 27, 2013. We have agreed to deliver 1,000 metric tonnes of CPO to PT Sinar Alam Permai on a weekly basis. The CPO prices are determined weekly based on the CPO commodity tender held by Astra in Kumai. An additional Rp.50/kg is added to the CPO price if it contains between 3% and 3.5% FFA or an additional Rp.75/kg is added to the CPO price if it contains less than 3% FFA. The payment terms of the CPO purchase are determined by us and PT Sinar Alam Permai in each of the sale and purchase agreements. On April 1, 2013, we entered into a sale and purchase agreement with Wilmar, under which Wilmar agreed to purchase CPO from us on a weekly basis starting from April 1, 2013 until December 2013. We have agreed to deliver 500 metric tonnes of CPO to Wilmar on a weekly basis. The CPO prices are determined weekly based on the CPO commodity tender held by Astra in Kumai. An additional Rp.50/kg is added to the CPO price if it contains between 3% and 3.5% FFA or an additional Rp.75/kg is added to the CPO price if it contains less than 3% of FFA. The payment terms of the CPO purchase are determined by us and Wilmar in each of the sale and purchase agreements. CPO Sale and Purchase Agreements with PT SMART Tbk On April 1, 2013, we and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, together with an affiliate of the Company, PT Tanjung Sawit Abadi (collectively, the “SSS Group”), entered into sale and purchase agreements with PT SMART Tbk for the purchase of CPO from the SSS Group under the following agreed terms: (1) sale and purchase agreement of 18,000 tonnes of CPO from the SSS Group of which 2,000 tonnes of CPO delivered per month to PT SMART Tbk; and (2) sale and purchase agreement of 36,000 tonnes of CPO from the SSS Group of which 1,000 tonnes of CPO delivered per week to PT SMART Tbk. The CPO prices in these agreements are determined on a monthly basis based on the CPO tender price held by Astra in Kumai and transacted on a FOB basis at Bumiharjo. The following table sets out the penalties and premium for the SSS Group according to the FFA percentage of the CPO: Premium for SSS Group
CPO Quality (FFA)
FFA below 3% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FFA 3.00% – 3.51% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FFA 5.01% – 5.50% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FFA 5.51 % – 6% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FFA more than 6% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Moisture and Impurity more than 0.5% . . . . . . . . . . . . . . . .
75/Kg 50/Kg — — — —
Penalty (excluding tax) (Rp.)
— — 100/Kg 200/Kg CPO will be rejected by PT SMART Tbk 1.0% of selling price
FFB Sale and Purchase Agreements FFB Sale and Purchase Agreement with PT Banua Sarana Jaya dated June 24, 2013 On June 24, 2013, we entered into a sale and purchase agreement with PT Banua Sarana Jaya, under which we agreed to purchase FFBs delivered from PT Banua Sarana Jaya’s plantation and/or its affiliate’s plantation to us from February 25, 2013 until December 31, 2013. The FFB prices are determined weekly every Monday which become applicable on Tuesday as agreed by the parties. The parties agreed that the prices can be amended at any time in accordance with the applicable price at the sale and delivery time agreed by the parties. We agreed to pay via transfer to PT Banua Sarana Jaya’s account within 14 calendar days of the receipt of invoice issued by PT Banua Sarana Jaya.
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FFB Sale and Purchase Agreement with PT Gemareksa Mekarsari dated February 26, 2013 On February 26, 2013, we entered into a sale and purchase agreement with PT Gemareksa Mekarsari, under which we agreed to purchase FFBs delivered from PT Gemareksa’s plantation and/or its affiliate’s plantation to us from February 26, 2013 until December 31, 2013. The FFB prices are determined weekly every Monday which become applicable on Tuesday as agreed by the parties. The parties agreed that the prices can be amended at any time in accordance with the applicable price at the sale and delivery time agreed by the parties. We agreed to pay via transfer to PT Gemareksa Mekarsari’s account within 14 calendar days of the receipt of invoice issued by PT Gemareksa Mekarsari. FFB Sale and Purchase Agreement with Koperasi Sawit Karya Mandiri dated January 2, 2013 On January 2, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Koperasi Sawit Karya Mandiri, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Koperasi Sawit Karya Mandiri’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis from January 2, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Koperasi Sawit Karya Mandiri’s account within 14 calendar days of the receipt of invoice issued by Koperasi Sawit Karya Mandiri. FFB Sale and Purchase Agreement with Iswanto dated January 2, 2013 On January 2, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Iswanto, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Iswanto’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis, from January 2, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Iswanto’s account within 14 calendar days of the receipt of invoice issued by Iswanto. FFB Sale and Purchase Agreement with Jusrial dated January 2, 2013 On January 2, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Jusrial, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Jusrial’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis, from January 2, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Jusrial’s account within 14 calendar days of the receipt of invoice issued by Jusrial. FFB Sale and Purchase Agreement with Parnu dated January 2, 2013 On January 2, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Parnu, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Parnu’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis, from January 2, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Parnu’s account within 14 calendar days of the receipt of invoice issued by Parnu. FFB Sale and Purchase Agreement with Konco Purnanto dated January 2, 2013 On January 2, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Konco Purnanto, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Konco’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis, from January 2, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Konco Purnanto’s account within 14 calendar days of the receipt of invoice issued by Konco Purnanto. FFB Sale and Purchase Agreement with Andi H. Hamsah dated January 2, 2013 On January 2, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Andi H. Hamsah, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Andi H. Hamsah’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis, from January 2, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Andi H. Hamsah’s account within 14 calendar days of the receipt of invoice issued by Andi H. Hamsah.
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FFB Sale and Purchase Agreement with Sigit Parmanto dated March 23, 2013 On March 23, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with Sigit Parmanto, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from Sigit Parmanto’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a spot basis, from March 23, 2013 until December 31, 2013. The FFB prices are determined on a spot basis. PT Kalimantan Sawit Abadi agreed to pay via transfer to Sigit Parmanto’s account within 14 calendar days of the receipt of invoice issued by Sigit Parmanto. FFB Sale and Purchase Agreement with PT Banua Sarana Jaya dated June 24, 2013 On June 24, 2013, PT Kalimantan Sawit Abadi entered into a sale and purchase agreement with PT Banua Sarana Jaya, under which PT Kalimantan Sawit Abadi agreed to purchase FFBs delivered from PT Banua Sarana Jaya’s plantation and/or its affiliate’s plantation to PT Kalimantan Sawit Abadi on a weekly basis, from February 25, 2013 until December 31, 2013. The FFB prices are determined weekly every Monday which become applicable on Tuesday as agreed by the parties. The parties agreed that the prices can be amended at any time in accordance with the applicable price at the sale and delivery time agreed by the parties. PT Kalimantan Sawit Abadi agreed to pay via transfer to PT Banua Sarana Jaya’s account within 14 calendar days of the receipt of invoice issued by PT Banua Sarana Jaya. FFB Sale and Purchase Agreement with PT Gemareksa Mekarsari dated February 26, 2013 On February 26, 2013, PT Mitra Mendawai Sejati entered into a sale and purchase agreement with PT Gemareksa Mekarsari, under which PT Mitra Mendawai Sejati agreed to purchase FFBs delivered from PT Gemareksa Mekarsari’s plantation and/or its affiliate’s plantation to PT Mitra Mendarai Sejati on a weekly basis, from February 26, 2013 until December 31, 2013. The FFB prices are determined weekly every Monday which become applicable on Tuesday as agreed by the parties. The parties agreed that the prices can be amended at any time in accordance with the applicable price at the sale and delivery time agreed by the parties. PT Mitra Mendawai Sejati agreed to pay via transfer to PT Gemareksa Mekarsari’s account within 14 calendar days of the receipt of invoice issued by PT Gemareksa Mekarsari. FFB Sale and Purchase Agreement with Koperasi Sawit Karya Mandiri dated January 2, 2013 On January 2, 2013, PT Mitra Mendawai Sejati entered into two sale and purchase agreements with Koperasi Sawit Karya Mandiri, under which PT Mitra Mendawai Sejati agreed to purchase FFBs delivered from Koperasi Sawit Karya Mandiri’s plantation and/or its affiliate’s plantation to PT Mitra Mendawai Sejati on a weekly basis, from January 2, 2013 until December 31, 2013. The FFB prices are determined weekly every Monday which become applicable on Tuesday as agreed by the parties. The parties agreed that the prices can be amended at any time in accordance with the applicable price at the sale and delivery time agreed by the parties. PT Mitra Mendawai Sejati agreed to pay via transfer to Koperasi Sawit Karya Mandiri’s account within 14 calendar days of the receipt of invoice issued by Koperasi Sawit Karya Mandiri. FFB Sale and Purchase Agreement with PT Banua Sarana Jaya dated June 24, 2013 On June 24, 2013, PT Mitra Mendawai Sejati entered into a sale and purchase agreement with PT Banua Sarana Jaya, under which PT Mitra Mendawai Sejati agreed to purchase FFBs delivered from PT Banua Sarana Jaya’s plantation and/or its affiliate’s plantation to PT Mitra Mendawai Sejati on a weekly basis, from June 24, 2013 until December 31, 2013. The FFB prices are determined weekly every Monday which become applicable on Tuesday as agreed by the parties. The parties agreed that the prices can be amended at any time in accordance with the applicable price at the sale and delivery time agreed by the parties. PT Mitra Mendawai Sejati agreed to pay via transfer to PT Banua Sarana Jaya’s account within 14 calendar days of the receipt of invoice issued by PT Banua Sarana Jaya.
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Transportation Agreements On June and July, 2013, we and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, entered into transportation agreements with transportation service providers to deliver FFBs from locations determined by us to our palm oil mills. These agreements are valid until December 13, 2013. The following table sets out the details of the parties and amounts of transportation agreements. Parties
Transportation Service Provider
Amount (Rp. millions)
The Company
PT Borneo Langgeng Sejahtera PT Borneo Langgeng Sejahtera PT Borneo Langgeng Sejahtera
2,600 6,482 2,699
PT Kalimantan Sawit Abadi
PT Borneo Langgeng Sejahtera
2,828
PT Mitra Mendawai Sejati
PT Borneo Langgeng Sejahtera PT Borneo Langgeng Sejahtera
3,783 4,313
Waste Management Agreements In May and July, 2013 we and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, entered into waste management agreements with PT Maju Asri Jaya. Under each cooperation agreement, PT Maju Asri Jaya agreed to manage hazardous and toxic waste material (“B3 waste”) resulting from the operational activities in each palm oil plantations owned by us, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, in accordance with the agreed specifications in the waste management agreements. The waste management agreements cover the transportation, collection and utilization or processing of B3 waste from operational activities in each of the palm oil plantations. These agreements have a term of one year and are valid until May 15, 2014. Construction Agreements On November 26, 2012, PT Kalimantan Sawit Abadi entered into an employment agreement to construct Extension Line-2 with a production capacity of 30 tonnes per hour with PT Mekar Karya Mas. PT Kalimantan Sawit Abadi appointed PT Mekar Karya Mas to construct Extension Line-2 with a production capacity of 30 tonnes per hour in PKS Natai Baru with a total construction value of Rp.12,468 million. This construction agreement is valid for 390 days. On June 4, 2013, PT Mitra Mendawai Sejati entered into an employment agreement to construct two storage units with each capacity of 2,000 tonnes with PT Mekar Karya Mas. PT Mitra Mendawai Sejati appointed PT Mekar Karya Mas to construct two storage units with capacity of 2,000 tonnes in PT Mitra Mendawai Sejati’s processing mill with a total construction value of Rp.666 million. This construction agreement is valid for 270 days. Partnership Agreements We and our subsidiaries, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati, entered into partnership agreements with local communities to develop, manage and/or assist in obtaining financing for palm oil plantation development. The following table sets out the details of the parties, validity period and scope of the partnership: Parties
The Company
Local Community
Terms
Description
Kondang Village
May 1, 2038
The Company agreed to partner with the village of Kondang to develop and manage palm oil plantations and assist the village of Kondang in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Kondang must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Rungun Village
October 29, 2037
The Company agreed to partner with the village of Rungun to develop and manage palm oil plantations and assist the village of Rungun in
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Parties
Local Community
Terms
Description
obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Rungun must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government. Mitra Sulung Abadi (Farmer Group)
April 30, 2037
The Company agreed to partner with the farmer group of Mitra Sulung Abadi to develop and manage palm oil plantations and assist the farmer group of Mitra Sulung Abadi in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the farmer group of Mitra Sulung Abadi must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Mit Tani Abadi (Farmer Group)
April 30, 2037
The Company agreed to partner with the farmer group of Mit Tani Abadi to develop and manage palm oil plantations and assist the farmer group of Mit Tani Abadi in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the farmer group of Mit Tani Abadi must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Mekar Mulya Village
June 9, 2037
The Company agreed to partner with the village of Mekar Mulya to develop and manage palm oil plantations and assist the village of Mekar Mulya to obtain financing of the developed of palm oil plantation. Under this partnership agreement, the village of Mekar Mulya must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Sulung Village
December 7, 2034
The Company agreed to partner with the village of Sulung to develop and manage palm oil plantations and assist the village of Sulung in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Sulung must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Sepakat Jaya (Farmer Group)
June 20, 2037
The Company agreed to partner with the farmer group of Sepakat Jaya to develop and manage palm oil plantations and assist the farmer group of Sepakat Jaya in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the farmer group of Sepakat Jaya must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Rangda Village
March 22, 2034
The Company agreed to partner with the village of Rangda to develop and manage of palm oil
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Parties
Local Community
Terms
Description
plantations and assist the village of Rangda in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Rangda must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government. PT Kalimantan Sawit Abadi
PT Mitra Mendawai Sejati
Natai Baru Village
July 1, 2038
PT Kalimantan Sawit Abadi agreed to partner with the village of Natai Baru to development and management of palm oil plantations and assist the village of Natai Baru in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Natai Baru must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Subur Mandiri (Local Cooperation)
June 12, 2034
PT Kalimantan Sawit Abadi agreed to partner with the cooperation of Subur Mandiri to develop and manage of palm oil plantations. Under this partnership agreement, the Subur Mandiri cooperation must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Umpang Village
July 31, 2038
PT Mitra Mendawai Sejati agreed to partner with the village of Umpang to develop and manage of palm oil plantations and assist the village of Umpang in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Umpang must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Citra Mua Sejati (Farmer Group)
April 11, 2037
PT Mitra Mendawai Sejati agreed to partner with the farmer group of Citra Mua Sejati to develop and manage palm oil plantations and assist the farmer group of Citra Mua Sejati in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the farmer group of Citra Mua Sejati must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
Nanga Mua Village
June 2, 2037
PT Mitra Mendawai Sejati agreed to partner with the village of Nanga Mua to develop and manage of palm oil plantations and assist the village of Nanga Mua in obtaining financing for the development of the palm oil plantation. Under this partnership agreement, the village of Nanga Mua must sell FFBs produced from the developed palm plantation to the Company based on a fair price that is calculated monthly by the Government.
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DESCRIPTION OF MATERIAL INDEBTEDNESS The following is a summary only of the principal terms of our material indebtedness as of the date of this document and does not purport to be complete. Refer to our audited, consolidated financial statements and the notes thereto included elsewhere in this document for additional information with respect to our indebtedness. The Company and our subsidiaries, PT Mitra Mendawai Sejati and PT Kalimantan Sawit Abadi, entered into facility agreements with Bank Mandiri as described below: Borrower
Particulars of agreements
Interest as of October 31, 2013
Maturity date
The Company
A term loan facility in the amount of Rp.890 billion dated March 25, 2011, which was subsequently amended on November 22, 2013.
10% per annum
December 31, 2017
The Company
A working capital facility in the amount of Rp.25 billion dated March 25, 2011, which was subsequently amended in November 22, 2013.
9.5% per annum
March 24, 2014
PT Mitra Mendawai Sejati
A term loan facility in the amount of Rp.206 billion dated March 25, 2011 which was subsequently amended on September 18, 2013.
10% per annum
December 31, 2018
PT Mitra Mendawai Sejati
A term loan facility in the amount of Rp.78 billion dated April 24, 2012 which was subsequently amended on July 11, 2012.
9.75% per annum
April 23, 2017
PT Mitra Mendawai Sejati
A working capital facility in the amount of Rp.30 billion dated April 24, 2012 which was subsequently amended on March 25, 2013.
9.5% per annum
April 24, 2014
PT Kalimantan Sawit Abadi
A term loan facility in the amount of Rp.210 billion dated March 25, 2011 which was subsequently amended on September 18, 2013.
10% per annum
December 31, 2017
PT Kalimantan Sawit Abadi
A working capital facilities in the amount of Rp.11 billion dated March 25, 2011 which was subsequently amended on September 18, 2013.
9.5% per annum
March 24, 2014
All of the abovementioned loan facilities are secured by land rights, each owned by the Company, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati under a cross-collateral and cross default terms between all of the secured land rights. In addition, the Company, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati have also secured each of their inventory and trade receivables up to the maximum amount borrowed under 153
the respective working capital loan facilities with Bank Mandiri. Further, the Company has also granted a corporate guarantee in respect of the term loan facility between PT Mitra Mendawai Sejati and Bank Mandiri. All of the abovementioned loan facilities contain negative and financial covenants, under which the Company, PT Kalimantan Sawit Abadi and PT Mitra Mendawai Sejati are prohibited from performing the prescribed events under such covenants without obtaining prior consent from Bank Mandiri. The prohibited events under the negative and financial covenants, include, among others: (i) utilizing the facility for other than stipulated purposes, (ii) obtaining a new facility or new loan, of any form, from another party except for a reasonable business purpose, (iii) transferring the related collateral, (iv) acting as a guarantor for another party and or/encumbering its assets which have been encumbered to Bank Mandiri, (v) selling, transferring or disposing assets by any means which may affect its ability to repay Bank Mandiri, (vi) applying and/or ordering another party to order the court to suspend debt payment obligations or declare bankruptcy, (vii) conducting any transaction that is not in the ordinary course of business, including but not limited to, transactions with affiliated companies and making purchases at prices that exceed market price or selling at below market prices, and (viii) amending the composition of the Board of Commissioners and/or Board of Directors and their controlling shareholders/shareholding percentage of non-public shareholders. Each of the borrowers is prohibited from issuing dividends, with exception to dividends that will comply with the following financial covenants: (i) a leverage ratio of 230% or less; (ii) a current ratio of 110% or greater; (iii) a debt service coverage ratio of 110% or greater; and (iv) a positive total net worth. Compliance with these covenants by each of the borrowers shall be reflected in each of the borrower’s financial statements. Further, the borrower shall provide notice to Bank Mandiri within two weeks prior to the issuance of the dividends. As of June 30, 2013, the Company had utilized Rp.1,126 billion (U.S.$113 million) of its term loan facilities and Rp.66 billion (U.S.$7 million) of its working capital facilities, PT Kalimantan Sawit Abadi had utilized Rp.166 billion (U.S.$17 million) of its term loan facilities and Rp.11 billion (U.S.$1 million) of its working capital facilities, PT Mitra Mendawai Sejati had utilized Rp.290 billion (U.S.$29 million) of its term loan facilities from Bank Mandiri.
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DESCRIPTION OF SHARE CAPITAL Our authorized share capital is Rp.3,210 billion (U.S.$323 million), divided into 32,100 million common shares, each with a par value of Rp.100 per share. Prior to the Offering, 8,025 million Shares were outstanding as of the date hereof, all of which were fully subscribed for and fully paid. The following is a summary of the material rights and restrictions related to the Shares under the applicable provisions of Indonesian law and under the provisions of our Articles of Association. This description is not intended to be complete. Common Shares All transfers of our Shares must be evidenced by an instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee. In addition, any transfer of our Shares must comply with the rules and regulations applicable in the Indonesian capital market and of the IDX. Transfers of Shares take effect only after the transfer is registered in our register of shareholders (the “Register”). The transferor of any Shares will be treated as the owner of such Shares until the name of the transferee has been recorded in the Shareholders Register maintained by the Board of Directors. However, under the scripless system, KSEI will be registered as the holder in our Shareholders Register of those Shares deposited with it, in its capacity as the central securities depositary institution which holds the Shares on behalf of KSEI participants, which in turn hold the shares on behalf of shareholders (“Beneficial Shareholders”). The holders of Shares whose names are recorded in the Shareholders Register are entitled to pre-emptive rights in the event the Company issue new Shares or warrants, except as provided below. See “Risk Factors — Risks Relating to an Investment in Our Shares — Purchasers’ rights to participate in any rights offerings by us could be limited, which would cause the dilution of a purchaser’s shareholding.” For Shares deposited with KSEI, all ownership rights are automatically distributed by KSEI, through KSEI participants, to purchasers ultimately holding the Shares as Beneficial Shareholders (or their assignees). Such pre-emptive rights may be sold and transferred to third parties without the Company’s consent to the extent permitted by the rules and regulations applicable in the Indonesian capital market and of the IDX. If the Registered Shareholders or the Beneficial Shareholders (or their respective assignees) do not exercise their pre-emptive rights within a period of time determined by the Board of Directors (in accordance with the prevailing regulations) after the issuance of new securities, the Board of Directors may issue such Shares, convertible bonds, warrants or other securities to third parties on the same terms and conditions. In accordance with Bapepam-LK Regulation No. IX.D.4, and as provided for in our Articles of Association, we may increase our capital without providing a pre-emptive right to the Registered Shareholders or the Beneficial Shareholders to subscribe for securities, provided that such action is undertaken in accordance with our Articles of Association: (1) if within any two-year period, the increase in our authorized share capital without pre-emptive rights is no more than 10.0% of the paid-in capital; or (2) if the main objective of the increase in our authorized share capital is to improve our financial position, which is experiencing one of the following conditions: (i)
we have negative net working capital and have liabilities of more than 80.0% of our assets at the time of the General Meeting of Shareholders approving the capital increase; or
(ii) we have defaulted or are not capable of avoiding default in payment of our liabilities with a nonaffiliated provider of a loan, and the loan provider or non-affiliated investor agrees to receive our Shares or convertible bonds to settle the loan. Other than as described above, our authorized share capital may be increased or decreased by a resolution of an Extraordinary General Meeting of Shareholders and amendment of our Articles of Association. Any such amendment will be effective only after obtaining approval from the Minister of Law and Human Rights. In the case of a decrease in our authorized share capital, the approval from the Minister of Law and Human Rights may only be given if (i) approved by a General Meeting of Shareholders; (ii) there are no written objections from our creditors; (iii) a settlement has been reached on any objection raised; and (iv) any creditors’ lawsuit as the result of objections by creditors is rejected by a final and binding judgment rendered by the court. Shareholders’ Meetings and Voting Rights Each Share entitles the owner thereof to cast one vote in a General Meeting of Shareholders. In the case of Shares held by KSEI, prior to the Company taking corporate action, KSEI must provide details to us concerning the 155
share entitlements of all the Beneficial Shareholders on whose behalf Shares are held. A KSEI participant holding Shares on behalf of a Beneficial Shareholder is obliged to notify such Beneficial Shareholder of the potential exercise of any pre-emptive rights, delivery of annual reports and other notices issued by us as well as notices of General Meetings of Shareholders. Beneficial Shareholders or their legal representatives have the right to be present and vote at the Company’s General Meetings of Shareholders. See “Indonesian Capital Markets.” The Company’s Annual General Meeting of Shareholders must be held by no later than June 30 of each year. At such meeting, pursuant to the Company Law, the Board of Directors must submit an annual report which should include, at least (i) annual financial reports; (ii) report on the Company’s activities; (iii) report in relation to the corporate and social responsibility implementation; (iv) details regarding any problems arising during the financial year that affect the Company’s activities; (v) report in relation to the supervisory duties which have been carried out by the Board of Commissioners during the preceding financial year; (vi) names of the members of the Board of Directors and the Board of Commissioners; and (vii) salary and other remunerations for both the Board of Directors and the Board of Commissioners for the preceding year. Such annual report must be made available in the Company’s office for inspection by any Shareholder from the day such Shareholder is notified of the Annual General Meeting of Shareholders through the date it is held. Either the Board of Directors or the Board of Commissioners may convene an Extraordinary General Meeting of Shareholders. An Extraordinary General Meeting of Shareholders must be convened upon receipt of written notice requesting a meeting from one or more Shareholders owning an aggregate of at least 10.0% of the Company’s subscribed Shares. In the event neither the Board of Directors nor the Board of Commissioners convenes such a meeting within 15 days of receipt of such written notice the applicable Shareholders may call a meeting at the Company’s expense after obtaining approval from the District Court having jurisdiction over the Company. At least 14 days prior to the issuance of notice of either an Extraordinary General Meeting of Shareholders or an Annual General Meeting of Shareholders, excluding the date of the notice and the date of the announcement, an announcement must be made by placing an advertisement in at least two daily newspapers published in Indonesia, one of which must have a wide circulation in Indonesia, that a Shareholders’ meeting is to be called. Notice to the Shareholders concerning such meeting must also be made by newspaper advertisement, as described above, published at least 14 days before the date of the meeting (exclusive of the dates of the notice and the meeting). Generally, the quorum for an Annual General Meeting of Shareholders requires Shareholders and/or authorized proxies representing more than 50.0% of the issued Shares with voting rights to be represented either in person or by a power of attorney at such meeting. The quorum requirement may be greater, depending on the nature of the resolutions to be considered at such meeting. If a quorum for such meeting is not obtained, then no earlier than 10 days and no later than 21 days after such original meeting, a second meeting may be held to render a legal and binding resolution on matters that were not resolved at the first meeting. The second meeting must be attended by Shareholders representing at least one-third of the total issued Shares. Resolutions adopted at such a meeting must be approved by a majority of the total votes present and cast at the meeting. Shareholders may be represented in a general meeting of shareholders by any person holding a power of attorney, provided that if the proxy is a Commissioner, Director or employee of the Company then the vote of any such proxy shall not be counted. In order to be adopted, resolutions must receive the affirmative votes of Shareholders holding more than 50.0% of the Shares that are either present or represented in the meeting (except for resolutions concerning certain transactions, such as (i) the transfer or disposal of rights or encumbrances or the action to encumber all or more than 50.0% of the Company’s total assets, (ii) amendments to our Articles of Association, (iii) a merger, consolidation, acquisition or spin-offs (iv) liquidation, or (v) conflict of interest transactions, each of which have various voting thresholds above that level). In addition, for certain transactions involving a conflict of interest, approval from independent shareholders must be obtained in accordance with Bapepam-LK Regulation No. IX.E.1. Bapepam-LK Regulation No. IX.E.1 requires that a General Meeting of Shareholders, attended by more than 50.0% of the non-conflicted Shareholders, approve transactions involving a conflict of interest with more than 50.0% of the non-conflicted shareholders voting to approve. If the meeting fails to reach such quorum, a second meeting can be called with same quorum requirement but a lower voting requirement (50% of the non-conflicted Shareholders attending the meeting), and if the quorum in the second meeting is not reached, the OJK may then be asked to determine any new quorum requirements. Dividends Subject to the Company’s positive retained earnings, a portion of our profit, as determined by an Annual General Meeting of Shareholders, after deduction of corporate tax, must be used as a reserve fund up to an amount of at 156
least 20% of the Company’s subscribed capital. It can be used only to cover losses suffered by the Company. Amounts in the reserve fund that exceed 20% of the Company’s subscribed capital may be used for working capital or other purposes in its interest, subject to the approval of the Company’s Shareholders. Any interest or other profit earned from such reserve fund must be entered in the Company’s profit and loss account. Dividends, if any, are paid in accordance with a resolution adopted by an Annual General Meeting of Shareholders, which resolution must establish the amount, the time and manner of payment of the dividends. All shares which are fully subscribed for and fully paid at the time a dividend or other distribution is declared are entitled to share equally in such dividend or other distribution. Dividends are payable to the persons whose names are recorded in the Shareholders Register. Dividends unclaimed after a period of five years will be placed in a special reserve fund. After the lapse of a ten-year period, such unclaimed dividends shall belong to the Company. See “Dividend Policy” for a description of our dividend policy. Amendments to the Articles of Association Amendments to our Articles of Association can only be effected pursuant to a resolution at a general meeting of shareholders attended by shareholders or their proxies representing at least two-thirds of the total issued Shares. Resolutions adopted at such a meeting must be approved by more than two-thirds of the total valid votes cast at the meeting. Any amendment that would change the Company’s name, our objectives and purpose, our business activities or our term of establishment, or would increase or reduce our authorized capital, reduce the issued and paid-up capital or change our status from a private company to a public company, or vice versa, will only be effective upon approval by the Minister of Law and Human Rights. Any other amendments will only be effective after such amendments have been notified to the Ministry of Law and Human Rights within 30 days of the related resolution having been notarized. Any amendment to the Articles of Association must also be registered with the Ministry of Trade. A resolution reducing the Company’s authorized capital must be delivered to the Company’s creditors and published in the State Gazette of the Republic of Indonesia and announced in one or more newspapers published in Indonesia with a wide circulation within seven days after such resolution having been adopted. Liquidation A resolution for the Company’s dissolution must be approved at a General Meeting of Shareholders attended by Shareholders or their proxies representing at least three-fourths of the total number of Shares outstanding and approved by more than three-fourths of the total votes cast at the meeting. In the event the Company is wound up, dissolved or declared bankrupt, subject to insolvency or for any other reason provided under the Company Law, the General Meeting of Shareholders must appoint a liquidator to perform the liquidation procedures. If the General Meeting of Shareholders fails to appoint a liquidator, the Board of Directors shall act as the liquidator. The liquidators must register the resolution for the Company’s dissolution in the Company’s Register, publish it in the State Gazette and announce it in two daily newspapers published in Indonesia, notify the Company’s creditors and notify the Minister of Law and Human Rights, by no later than 30 calendar days from the dissolution of the Company, and also notify the IDX and the OJK pursuant to prevailing regulations. Rights of Shareholders In general, Indonesian law has traditionally afforded shareholders fewer rights than those available in common law jurisdictions such as the United Kingdom. See “Risk Factors — Risks Relating to an Investment in Our Shares — Purchasers of Offering Shares may be subject to limitations on minority shareholders rights.” The Company Law affords certain rights to shareholders, and certain additional rights to one or more shareholders collectively representing at least 10.0% of all voting shares of a company (“Minority Shareholders”). A Shareholder generally has the right to lodge a legal action against the Company if it has been harmed by any unfair and unreasonable action we have taken. In addition, each shareholder of a public company has the right to request the company to repurchase the shareholder’s shares at the then prevailing market price if such shareholder disagrees with certain of the company’s actions that harm the interests of such shareholder or the company. These actions include: (1) the amendment of the company’s articles of association; (2) transfer or disposal of rights or encumbrance of the company’s assets amounting to more than 50% of the company’s net assets; or (3) a merger, consolidation, acquisition, or spin-off of the company. Under the Company Law, we may repurchase Shares, provided that such repurchase (a) may not cause our net assets (as stated in our most recent balance sheet, as approved by the Shareholders within the last six months) to become lower than the subscribed capital and the accrued compulsory reserves, and (b) the total of the repurchased Shares and the Share pledge or fiducia on the Shares held by us and/or another company whose shares are directly or indirectly owned by us, do not exceed 10% of our subscribed capital, except as otherwise regulated by capital market regulations. To the 157
extent that a request to repurchase Shares exceeds these limitations, we are required to seek a third-party purchaser for such Shares. Under Article 40 of the Company Law, Shares repurchased by the Company may not be used to cast a vote in a General Meeting of Shareholders, will not be counted in determining the quorum and cannot receive any dividends that have to be achieved in accordance with the Company Law and our Articles of Association. Minority Shareholders have certain additional rights. These include the rights to call a General Meeting of Shareholders in the event that the Board of Directors or the Board of Commissioners fail to convene such meeting within the stipulated time. Minority Shareholders also have the right to lodge a derivative action on the Company’s behalf against the Directors or Commissioners who, through error or negligence, have caused us losses. Under the Company Law, Directors and Commissioners are obliged to act in good faith, with full responsibility and in the Company’s best interests when carrying out their corporate duties. The Minority Shareholders may request that the Company be examined by a court if they have suspicions that the Company has committed an act contrary to law which damages the shareholders or a third party, or if there is any suspicion that any of our Directors or Commissioners has committed an act contrary to law which damages the Company, the shareholders, or a third party. Minority Shareholders may also apply to a court for the Company’s dissolution. However, the Company Law does not specify the circumstances under which such an application may be made.
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TAXATION The following discussion is limited to a general description of certain tax consequences in the jurisdictions described below with respect to ownership of the Shares. It does not purport to be comprehensive nor exhaustive. Prospective investors should consult their tax advisors regarding the tax consequences of owning and disposing of the Shares. Indonesian Taxation The following is a summary with respect to taxes imposed by the Republic of Indonesia. The summary does not address any laws other than the tax laws of the Republic of Indonesia in force and as they are applied in practice as at the date of this offering memorandum. The summary does not constitute a complete analysis of all Indonesian tax consequences relating to the ownership of our Shares. Note that Indonesian taxation laws and the interpretations thereof are subject to change. While this summary is considered to be a correct interpretation of existing laws in force as of the date of this offering memorandum, no assurance can be given that the tax court or the Indonesian Tax Authorities will agree with the interpretation taken or that changes in such laws will not occur. This summary is not intended to be and does not constitute legal or tax advice. Prospective purchasers of our Shares should consult their own tax advisors concerning the tax consequences of their particular situations. General Resident taxpayers, individual or company, are subject to income tax in Indonesia on a world-wide income basis. Generally, an individual is considered to be a non-resident of Indonesia if the individual does not reside in Indonesia or does not stay in Indonesia for more than 183 days within a twelve-month period. A company will be considered to be a non-resident of Indonesia if the company is not established or domiciled in Indonesia, irrespective of whether it has a permanent establishment in Indonesia. In determining the tax residency and allocation of the right to tax income between two countries, consideration will also be given to the provisions of any applicable tax treaty which Indonesia has concluded with other countries. In this section, both a non-resident individual and a non-resident company with no permanent establishment in Indonesia will be referred to as “non-resident taxpayer(s)” unless the context states otherwise. Subject to the provisions of any applicable agreement for the avoidance of double taxation (a “tax treaty”), nonresident taxpayers which derive income sourced in Indonesia from (among other things): (i)
the sale of certain assets situated in Indonesia;
(ii)
interest, royalties or dividends from Indonesia;
(iii) royalty, rent, and other incomes in connection with the use of assets; (iv) remuneration in connection with service, work and activities; (v)
prize and reward;
(vi) pension and other period payments; (vii) premium swap and other hedging transactions; and/or (viii) profits from debt release and discharge (ix) the sale of certain assets situated in Indonesia; and (x)
interest, royalties or dividends from Indonesia,
are generally subject to a final withholding tax on that income at the rate of 20%. The sale by non-resident taxpayers of certain Indonesian assets will be subject to 20% withholding tax on an estimated net income basis. Beneficial Owner Based on DGT-62 as amended by DGT-25, the actual owner of the economic benefits of the income (beneficial owner) is defined as the income recipient who is not acting as: • An agent Agent means an individual or a company who acts as an intermediary and carries out activities for and/or on behalf of other party; 159
• A nominee Nominee means an individual or company which legally owns (legal owner) an asset and/or income, for the benefit of, or acts under the instruction of, the actual asset owner and/or the party which actually enjoys the benefit of the income; and • A conduit company Conduit company is a company which enjoys benefits from the tax treaty in relation to the income arising in other country, whilst the economic benefits from that income is owned by persons in other country who cannot enjoy tax treaty benefits if the income is received directly. Article 26 paragraph (1a) of Income Tax Law No. 36/2008 and its elucidation defined the concept of beneficial owner as a non-resident taxpayer who truly receives the real benefit from the income from Indonesia. In determining the country of residence or domicile of the non-resident taxpayer, the COD shall not be the only determining factor. Instead, the place of residence or domicile of the beneficial owner of the income should also be taken into consideration. If the beneficial owner is an individual, his/her country of domicile shall be the country where the individual resides or lives. If the beneficial owner is a company (corporate or enterprise), its country of domicile shall be the country where its owner or where the shareholders with more than 50.0% ownership (either individually or together) is domiciled or the country where its effective management is situated. Double Taxation Avoidance Agreements Indonesia has concluded tax treaties with a number of countries including Australia, Belgium, Canada, France, Germany, Japan, Netherlands, Singapore, Sweden, Switzerland, the United Kingdom and the United States. Where a tax treaty exists, the eligibility requirements of that treaty are satisfied, there is no abuse of the tax treaty, and the administrative requirements under Indonesian tax regulations are met, a reduced rate of withholding tax based on the tax treaty may be applicable in the case of, inter alia, dividend. To obtain the benefit of an applicable tax treaty, the non-resident taxpayer must be the actual owner of the economic benefits of the income (referred to as beneficial owner of the income) and comply with the eligibility requirements of the treaty and the specific requirements in Indonesia. Application of Tax Treaties under Indonesian Tax Regulations The Indonesian Directorate General of Tax (“DGT”) have issued two regulations aimed at preventing tax treaties being used in an abusive manner, i.e. DGT Regulation No. PER-61/PJ./2009 (“DGT-61”) as amended by DGT Regulation No. PER-24/PJ/2010 (“DGT-24”) regarding the administrative procedures to apply a double tax treaty and DGT Regulation No. PER-62/PJ./2009 (“DGT-62”) as amended by DGT Regulation No. PER-25/PJ/ 2010 (“DGT-25”) regarding the prevention of double tax treaty abuse. Effective from January 1, 2010, the Indonesian tax withholder (i.e. the Indonesian party making a payment to the non-resident taxpayer) is allowed to withhold the tax payable in accordance with the provisions of a tax treaty, provided that: (a) the income tax recipient is not an Indonesian tax resident; (b) the administrative requirements have been fulfilled, and (c) there is no tax treaty abuse by the non-resident taxpayers. In the case that the above requirements are not met, the Indonesian tax withholder shall withhold the tax in accordance with Indonesian tax regulations, i.e. withholding tax at the rate of 20%. Under DGT-62 as amended by DGT-25, a non-resident taxpayer is considered to participate in tax treaty abuse if: (a) the transaction, which does not have an economic substance, is carried out using a structure/scheme so as to merely enjoy tax treaty benefits; (b) the legal form of the structure/scheme of the transaction is different from the economic substance so as to merely enjoy tax treaty benefits, and (c) the recipient of the income is not the actual owner of the economic benefits of the income (beneficial owner). The beneficial owner requirements are applicable for recipient of interest, dividend, and royalty income. 160
Under DGT-62 as amended by DGT-25, an individual or a company covered by the tax treaty is not considered to be involved in tax treaty abuse if: (a) the individual is not acting as an agent or nominee; (b) the institution’s name is stated explicitly in the tax treaty or has been agreed by the competent authority in Indonesia and the tax treaty partner countries; (c) the non-resident taxpayer receives or earns income through a custodian in relation to income from the transfer of shares or bonds which are traded or listed on the IDX, except for interest and dividend income, in the case where the non-resident taxpayer is not acting as an agent or nominee; (d) the non-resident taxpayer is a company whose shares are listed on a stock exchange and are regularly traded; (e) the non-resident taxpayer is a pension fund whose establishment is in accordance with the laws of the treaty partner country, and it is a tax subject in the treaty partner country; (f)
the non-resident taxpayer is a bank; or
(g) the non-resident taxpayer is a company which meets the following requirements: (1) If under the relevant tax treaty provision the non-resident taxpayer is not required to be the beneficial owner of the income, the non-resident taxpayer must certify that its creation or the transaction structure is not motivated to take advantage of treaty benefits; or (2) If under the relevant tax treaty provision the non-resident taxpayers is required to be the beneficial owner of the income, the non-resident taxpayer must certify that: (i)
the creation of the non-resident taxpayer or the transaction structure is not motivated to take advantage of treaty benefits; and
(ii) it has its own management to conduct the business and the management has an independent discretion; and (iii) it employs sufficient qualified personnel; and (iv) it engages in active conduct of a trade or business; and (v) the income derived from Indonesia is subject to tax in its country of residence; and (vi) no more than 50% of the income of the non-resident taxpayer is used to satisfy claims by other persons in the form of interest, royalty, or other fees (excluding salary to employees and dividend paid to shareholders). In the case that there is tax treaty abuse, the following will apply: (a) the Indonesian tax withholder is not allowed to apply the tax treaty benefits and must withhold tax which is payable in accordance with Indonesian tax regulations, i.e. withholding tax at the rate of 20%; and (b) the non-resident taxpayer who abuses the tax treaty cannot apply for a refund for the overpayment of the tax which should not have been payable. If there is a difference between the legal form of a structure/scheme and the economic substance, the tax regulations will be applied in accordance with the economic substance (substance over form). Certificate of Domicile Under DGT-61 as amended by DGT-24, the administrative criteria to be fulfilled by the non-resident taxpayers in order to enjoy tax treaty benefits are in the new Certificate of Domicile (“COD”) form, which must be: (a) in the form prescribed by the DGT (i.e. Form DGT-1 or Form DGT-2, whichever is applicable); (b) filled in completely by the non-resident taxpayers; (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) given prior to the lodgment of the relevant monthly tax return. If certification from the tax authority (as set out in point (d) above) of the treaty country cannot be obtained on page one of Form DGT-1 or Form DGT-2, the non-resident taxpayers may replace this with the original COD issued by the competent tax authority of the treaty country. In this case, the original COD issued by the 161
competent tax authority is required to be attached to the Form DGT-1 or Form DGT-2, where applicable, that has been completed and signed by the non-resident taxpayer. The COD must satisfy certain requirements set by the DGT. The non-resident taxpayer should provide the original COD form to the Indonesian tax withholder. The Indonesian tax withholder is required to attach the copy of COD from the non-resident taxpayer, in the relevant monthly tax return. In the case that there is income received or earned by a non-resident taxpayer but no tax is withheld in Indonesia according to the tax treaty, the Indonesian tax withholder is still obliged to prepare a withholding tax slip. Withholding tax on dividends Dividends declared by the Company out of our retained earnings to non-resident taxpayers, which do not have a permanent establishment in Indonesia, are generally subject to withholding tax at the rate of 20% on the dividend. A lower rate of withholding tax will apply to non-residents taxpayers who reside in a tax treaty country if they satisfy the eligibility and reporting requirements referred to in the section above on Double Taxation Avoidance Agreements. Payment of dividend in whatever name or form by the Company to an Indonesian corporate resident or to a permanent establishment is subject to withholding tax at the rate of 15%. However, dividends paid out of the Company’s retained earnings to other Indonesian companies are exempt from Indonesian tax if the Indonesian companies receiving the dividend own at least 25% of the total paid up capital of the Company. Payment of dividend by the Company to an Indonesian individual resident is subject to final withholding tax at the rate of 10%. Prospective investors and shareholders should consult their own tax advisors as to whether they are entitled to the benefit of a double tax treaty with Indonesia. It is the responsibility of the party claiming the benefits of a double tax treaty in respect of dividend payments or capital gains to submit to the Company a certificate as to his or her domicile. In the absence of sufficient evidence of domicile, the Company must withhold tax at the applicable normal rates. Taxation on the Disposition of Shares Pursuant to Government Regulation No. 41 of 1994 regarding Withholding Tax on Income from Share Trading Transactions on the Stock Exchange dated December 23, 1994 and its amendments in Government Regulation No. 14 of 1997 dated May 29, 1997, the sale or transfer of shares that are listed on an Indonesian stock exchange is subject to final withholding tax of 0.1% of the gross amount of the transaction value if transacted through the Indonesian Stock Exchange. The brokerage firm handling the transaction must withhold the tax. Currently, the tax regulations for listed shares do not contain any provision in respect of treaty protections. In practice, the 0.1% final withholding tax is applied irrespective of the fact that there may be treaty exemptions. Indonesian tax authorities have a general rule regarding refunds, which may be used in case of an applicable treaty exemption. Stamp Duty According to Government Regulation No. 24 of 2000, a document that effects a sale of Indonesian shares is subject to stamp duty. Currently, the nominal amount of the Indonesian stamp duty is Rp.6,000 for transactions having a value greater than Rp.1,000,000 and Rp.3,000 for transactions having a value of up to Rp.1,000,000. Generally, the stamp duty is due at the time the document is executed. Stamp duty is payable by the party who benefits from the document executed unless all parties involved decided otherwise.
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PLAN OF DISTRIBUTION The Offering The Offering comprises (i) the International Offering of 1,081,861,000 Offering Shares outside the United States and Indonesia to institutional investors in offshore transactions in reliance on Regulation S, and (ii) the Indonesian Offering of 418,139,000 Offering Shares to retail and institutional investors in Indonesia in offshore transactions in reliance on Regulation S. As discussed below under “— Allotment of Offering Shares,” the Offering Shares may be reallocated between the International Offering and the Indonesian Offering. The International Offering In connection with the International Offering, we have entered into an agreement dated November 25, 2013, as may be amended or supplemented (the “International Coordination Agreement”), together with the International Selling Agents, which sets out the terms and conditions upon which the International Selling Agents will solicit eligible investors residing outside Indonesia to subscribe for the Offering Shares in the International Offering. Purchasers of Offering Shares in the International Offering may be required to pay stamp taxes and other similar charges in accordance with the laws and practices of their country of purchase, in addition to the Offer Price. Pursuant to the International Coordination Agreement, we have agreed to indemnify the International Selling Agents against certain liabilities in connection with the offer and sale of the Offering Shares in the International Offering. The Indonesian Offering In connection with the Indonesian Offering, we have entered into an agreement dated September 24, 2013, as amended or supplemented on October 24, 2013 and as further amended on November 25, 2013 (the “Underwriting Agreement”), together with the Lead Domestic Underwriters (for itself and on behalf of the other Underwriters), which sets out the terms and conditions upon which the Underwriters will offer the Offering Shares on our behalf at the Offer Price. If any of the Offering Shares are not subscribed for, purchased or paid for by subscribers pursuant to the Indonesian Offering, the Underwriters have agreed to subscribe for or purchase and pay for such Offering Shares at the Offer Price. Pursuant to the Underwriting Agreement, we have agreed to indemnify the Lead Domestic Underwriters and the other Underwriters against certain liabilities in connection with the offer and the sale of the Offering Shares in the Indonesian Offering. No offer of Offering Shares is being made to citizens of Indonesia (wherever located) or to residents of Indonesia pursuant to this offering memorandum. The issue of Offering Shares to Indonesian citizens (wherever located) and/or residents of Indonesia will be made pursuant to a prospectus filed with the OJK. The table below sets out the underwriting commitments of the Underwriters pursuant to the Offering. Underwriting Commitment Number of Offering Shares Approx. (%)
Underwriters PT BNP Paribas Securities Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,639,000 PT Mandiri Sekuritas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,731,000 PT RHB OSK Securities Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,290,240,000 Other Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,390,000 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,500,000,000
7.5 6.2 86.0 0.3 100.0
Fees and Expenses As compensation to the International Selling Agents for services performed in connection with the International Offering, we have agreed to pay underwriting fees and commissions, based on a percentage of the Offer Price per Offering Share to be sold by us in the International Offering, together with an incentive fee. Investors in the International Offering will be required to pay a brokerage fee of 1.0% per Offering Share and may be required to pay stamp taxes and other similar charges in accordance with applicable regulations. As compensation to the Underwriters for their respective commitments to procure investors to purchase (or, in the event of under-subscription, to purchase) Offering Shares in the Indonesian Offering, we have agreed to pay 163
the Lead Domestic Underwriters, on behalf of the Underwriters, an amount equal to 2.0% of the Offer Price per Offering Share to be sold by us in the Indonesian Offering, together with an incentive fee. Retail investors in the Indonesian Offering will be required to pay brokerage fees. We will reimburse the International Selling Agents and the Underwriters for certain costs, fees and expenses incurred in connection with or incidental to the Offering. Certain other expenses of the Offering will be borne by the International Selling Agents and the Underwriters. Important Dates The following events have taken place, or are expected to take place, on or about the following dates in connection with the Offering (subject to change, in particular depending on the timing of the declaration by the OJK on the effectiveness of the registration statement): Event
Date
Effective date of the OJK registration statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November 29, 2013 Commencement of offer period in Indonesian Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 3, 2013 End of offer period in Indonesian Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 5, 2013 Allotment of Offering Shares to successful applicants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 9, 2013 Payment due by investors in the International Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 10, 2013 Settlement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 11, 2013 Listing of Offering Shares on the IDX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 12, 2013 Registration with the OJK We submitted a registration statement to the OJK on September 26, 2013, in accordance with Bapepam-LK Regulation No. IX.A.1 as attached to the Decision of the Chairwoman of Bapepam-LK No. KEP-690/BL/2011 dated December 30, 2011 and Bapepam-LK Regulation No. IX.A.2 as attached to the Decision of the Chairman of Bapepam-LK No. KEP-122/BL/2009 dated May 29, 2009. We received a letter from the Chairwoman of the OJK on November 29, 2013 declaring the registration statement effective, pursuant to which we will be permitted to proceed with the Indonesian Offering and, subject to the issuance of listing approval by the IDX, the listing of the Offering Shares. Offering Period for the Indonesian Offering The offering period for the Indonesian Offering is expected to begin on December 3, 2013 and end on or about December 5, 2013 (the “Offering Period”). We expect the International Selling Agents and the Underwriters, through the Lead Domestic Underwriters, to make payment of the net proceeds to us on or about December 10, 2013, and the listing of the Offering Shares on the IDX to occur on or about December 12, 2013. Application for Offering Shares Each non-Indonesian citizen and non-Indonesian resident must properly complete and submit a share subscription application form in order to be eligible to purchase Offering Shares in the International Offering. The International Selling Agents will be responsible for ensuring the preparation of share subscription forms on behalf of foreign investors purchasing Offering Shares through them in the International Offering. Share subscription applications and allocations in connection with the Indonesian Offering are regulated by OJK regulations. Share applications must be for a minimum amount of 500 Offering Shares and multiples thereof. Each investor may only submit one share application form. The International Selling Agents and the Lead Domestic Underwriters are entitled to accept or refuse a share application in full or in part. Multiple share applications submitted using more than one share application form may either be treated as a single application for allotment purposes or treated, in full or in part, as invalid applications at the sole discretion of the International Selling Agents and the Lead Domestic Underwriters. Full payment by non-Indonesian citizens and non-Indonesian residents for the number of Offering Shares allocated to them is expected to be made on December 10, 2013. Information as to wire transfer instructions will be made available by the International Selling Agents or the Lead Domestic Underwriters to eligible investors upon request. All bank and transfer charges with respect to these payments will be borne by the investors.
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Allotment of Offering Shares Fixed Allotment and Pooling At the conclusion of the Offering Period, the allotment of the Offering Shares will be made by the Lead Domestic Underwriters, acting as the allotment manager (in such capacity, the “Allotment Manager”), using a combined system of “fixed allotment” and “pooling” in accordance with Bapepam-LK Regulation No. IX.A.7 as attached to the Decision of the Chairwoman of Bapepam-LK No. KEP-691/BL/2011 dated December 30, 2011. Under this rule, the Allotment Manager is required to first apportion the allotment of the Offering Shares using the “fixed allotment” system before using the “pooling” system. The last date by which the Allotment Manager will determine the number of Offering Shares allotted for each applicant is expected to be on or about December 9, 2013. The International Selling Agents and the Lead Domestic Underwriters have determined that the equivalent of 98% of the Offering Shares being offered will be subject to a fixed allotment system including 10% to be allocated to our Qualified Employees pursuant to the ESA. The allotment of the remaining equivalent of 2% of the Offering Shares being offered will be by a system of pooling. Allotment to Affiliated Parties “Affiliated Applicants” include our Commissioners, Directors or employees seeking to purchase Offering Shares, or other parties holding at least 20% of the share capital in the International Selling Agents, the Underwriters or any other party affiliated with persons involved in the Offering. Affiliated Applicants will only be allotted Offering Shares if there are excess Offering Shares. Once the applications of non-Affiliated Applicants are satisfied, Affiliated Applicants may be allocated the remaining Offering Shares on a pro rata basis. Allotment to Foreign Institutions There is generally no limit on the purchase of Offering Shares by foreign institutions. Allocation to foreign institutions will be on the same basis as to domestic institutions. Delivery of Offering Shares We expect that delivery of the Offering Shares will be made on or about December 11, 2013. The Offering Shares may not be traded by the purchasers thereof prior to the listing of the Offering Shares on the IDX. Cancellation of the Offering Prior to the close of and during the Offering Period, we and the International Selling Agents retain the right to cancel the Offering under certain circumstances pursuant to the International Coordination Agreement. The closing of the International Offering is conditional upon the closing of the Indonesian Offering. In addition, the International Coordination Agreement may be terminated in certain circumstances. Lock-up Arrangements We have agreed that, for a period of 12 months following the effective date of our registration statement with the OJK, we will not, without the prior written consent of the International Selling Agents, (i) issue, offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares or file any registration statement with respect to any of the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares, (iii) deposit any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities or (iv) publicly announce any intention to do any of the above, regardless of whether any transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Shares or other securities, in cash or otherwise. Three of our existing shareholders PT Prima Sawit Borneo, PT Putra Borneo Agro Lestari and PT Mandiri Indah Lestari have agreed, that for a period of eight months from the date the registration statement relating to the Offering is declared effective by OJK, they will not, without the prior written consent of the International Selling Agents, (i) pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or otherwise transfer or dispose 165
of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares, (iii) deposit any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities or (iv) publicly announce any intention to do any of the above, regardless of whether any transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Shares or other securities, in cash or otherwise. As a result of our corporate restructuring in June 2013, three of our existing shareholders, PT Citra Borneo Indah, Jery Borneo Putra and Jemmy Adriyanor, will be subject to similar restrictions on the disposal of our Shares for a period of eight months following the effective date of the registration statement with the OJK, in accordance with applicable OJK regulations. Employees who have been allocated Shares under the ESA will not be able to trade or transfer their Shares for a period of two years from the date of listing. Registration of the Shares in KSEI The Shares have been registered into the depository facilities of KSEI in accordance with the Agreement for the Registration of Shares into Central Deposit entered into between KSEI and us on September 24, 2013. By registering the Shares in KSEI, we will not issue individual share certificates to successful applicants, but any Shares allotted to an investor will be distributed electronically. In order to submit an application for Offering Shares, each investor must hold a securities account with a securities company or custodian bank that is a KSEI Participant, to manage and administer any shares allotted to it on the investor’s behalf. At the end of the Offering Period, the Allotment Manager will undertake the allotment in the manner set out above and report the allotment result to us. We will issue to KSEI a confirmation of registration in our Register, in the name of KSEI, of the number of Offering Shares allotted as part of the Offering. We will then instruct KSEI to credit the International Selling Agents’ and the Lead Domestic Underwriters’ securities accounts with KSEI to receive and hold the Offering Shares allotted to the successful applicants. The International Selling Agents and the Lead Domestic Underwriters will then instruct KSEI to distribute the number of Offering Shares allotted to each successful applicant from their securities accounts to the securities account of the relevant KSEI Participant. As evidence of the allotment of the Offering Shares, the International Selling Agents and the Lead Domestic Underwriters will deliver allotment confirmation forms to the KSEI Participants, which must then be passed on to the relevant investor, in exchange for a subscription receipt. Distribution of the allotment confirmation forms is expected to occur at the latest two working days after the last day of the Offering Period. The International Selling Agents will receive the allotment confirmation forms on behalf of investors purchasing Offering Shares through them in the International Offering. Proof of ownership of the Offering Shares will be in the form of a written confirmation letter from KSEI or the KSEI Participant charged with managing the relevant investor’s Offering Shares. The transfer of Shares held with KSEI will be by way of electronic book-entry between securities accounts. The shareholders holding our Shares through KSEI will be entitled to withdraw its Shares from the central securities depositary and receive a share certificate registered in its name. Only those Shares that are registered in KSEI will be tradable on the IDX. Article 60 of the Indonesian Law No. 8 of 1995 Concerning the Capital Market provides that all rights attaching to shares held with KSEI, including dividends and other ownership entitlements on securities, will be automatically distributed by KSEI to Beneficial Shareholders holding shares through the depository system via its respective KSEI Participant, which holds the shares on such Beneficial Shareholder’s behalf. The KSEI Participant is obliged to open a sub-account in the name of its relevant customers and immediately pass such rights and entitlements onto those customers. Prior to certain corporate actions being undertaken by us, KSEI must provide details to us concerning the share entitlements of all the Beneficial Shareholders on whose behalf Shares are held. A KSEI Participant is obliged to notify each Beneficial Shareholder of the right to exercise any pre-emptive rights, delivery of annual reports and other notices by us as well as notices of General Meetings of Shareholders. The Beneficial Shareholder, the KSEI Participant it holds the Shares through, or its legal representative, has the right to be present and vote at our General Meetings of Shareholders.
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KSEI is obliged to give us details of the KSEI Participants holding Shares on behalf of Beneficial Shareholders either: • within one working day after the record date set for the purposes of assessing the identity of the Shareholders entitled to a dividend or other such rights attaching to Shares that have been declared by us; or • prior to the holding of our General Meeting of Shareholders; or • at our request, based on an instruction from an authorized person or agency to us in accordance with the prevailing laws and regulations. A Beneficial Shareholder who wishes to obtain a share certificate may withdraw its Shares from KSEI once all such Shares have been distributed to the securities account of its KSEI Participant. An application for the withdrawal of Shares must be forwarded to KSEI by the KSEI Participant, on behalf of the Beneficial Shareholder, in a specified form. Collective share certificates in the name of the shareholder will be issued to the Beneficial Shareholder for any Shares that are withdrawn from KSEI no later than five business days from the receipt of the withdrawal request by KSEI from the KSEI Participant, unless KSEI rejects the withdrawal of Shares based on written orders from the OJK or certain other authorized persons if required for the purposes of civil or criminal court proceedings. Only Shares remaining in KSEI, and which have not been pledged, foreclosed upon based on a court order or seized for the purposes of criminal court investigation, can be traded on the IDX. Investors wishing to trade withdrawn Shares on the IDX must convert the withdrawn Shares back into scripless Shares and deposit the Shares with the KSEI. The process of depositing previously withdrawn Shares can take up to five business days. No Public Trading Market for Our Shares Before this Offering, there has been no public market for our Shares. The Offer Price was determined through negotiations among us, the Lead Domestic Underwriters and the International Selling Agents. In addition to prevailing market conditions, the factors considered in determining the Offer Price were: • the valuation multiples of publicly traded companies that the Lead Domestic Underwriters and the International Selling Agents believe to be comparable to us; • our financial information; • the history of, and the prospects for, us and the industry in which we compete; • an assessment of our management, our past and present operations, and the prospects for, and timing of, our future revenues; • the present state of our development; and • the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours. An active trading market for our Shares may not develop. It is also possible that after the Offering, the Shares will not trade in the public market at or above the Offer Price. Other Relationships The International Selling Agents and the Underwriters and certain of their respective affiliates have engaged in, and may in the future engage in, investment banking or financial consulting activities and other commercial dealings in the ordinary course of business with us. Selling Restrictions General No action has been taken or will be taken that would permit a public offering of the Offering Shares to occur in any jurisdiction other than Indonesia, or the possession, circulation or distribution of this offering memorandum or any other material relating to us or the Offering Shares in any jurisdiction where action for such purpose is required. Accordingly, the Offering Shares may not be offered or sold, directly or indirectly, and neither this offering memorandum nor any offering materials or advertisements in connection with the Offering Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with all applicable rules and regulations of any such country or jurisdiction. The Indonesian Offering will be made in compliance with the applicable rules of the OJK. 167
China The Shares are not being offered or sold and may not be offered or sold, directly or indirectly, in China (for such purposes, not including Hong Kong and the Macau Special Administrative Regions and Taiwan province), except as permitted by the securities or funds laws of China. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Joint Bookrunners severally, and not jointly or jointly and severally, represents and warrants that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of any Shares to the public in that Relevant Member State prior to the publication of this offering memorandum in relation to the Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in the Relevant Member State, all in accordance with the Prospectus Directive, other than the offers contemplated in this offering memorandum in a Relevant Member State after the date of such publication or notification, and except that it may make an offer of any Shares to the public in that Relevant Member State at any time from (and including) the Relevant Implementation Date under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last year; (ii) a total balance sheet of more than €43,000,000; and (iii) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, subject to obtaining the prior consent of the Joint Bookrunners for any such offer, provided that no such offer of Shares shall result in a requirement for the publication by the Company or any Joint Bookrunners of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression “an offer of any Shares to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and any Shares to be offered so as to enable an investor to decide to acquire any Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, 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. In the case of any Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each Joint Bookrunner will use its reasonable endeavors, by the inclusion of appropriate language in relevant offer documents, to procure that such financial intermediary will be deemed to have represented, acknowledged and agreed that the Shares acquired by it in the Offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined who are not financial intermediaries or in circumstances in which the prior consent of the Joint Bookrunners has been obtained to each such proposed offer or resale. Hong Kong Each of the Joint Bookrunners has represented, warranted and agreed that: (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Shares other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “Prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (b) 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, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Shares, which is directed at, or the contents of which are likely to be accessed or read by, the 168
public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares 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 and any rules made under that Ordinance. Indonesia This offering memorandum may only be distributed outside Indonesia to persons who are neither citizens of Indonesia (wherever located) nor residents of Indonesia. Japan The Shares offered hereby have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (the “Financial Instruments and Exchange Act”). Accordingly, each Joint Bookrunner has represented, warranted and agreed that the Shares which it subscribes will be subscribed by it as principal and that, in connection with the offering made hereby, it will not, directly or indirectly, offer or sell any Shares in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan. Korea The Shares have not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea under the Financial Investment Services and Capital Markets Act (the “FSCMA”), and none of the Shares may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law (the “FETL”) and the decrees and regulations thereunder. Furthermore, the Shares may not be re-sold to Korean residents unless the purchaser of the Shares under the International Offering complies with all applicable regulatory requirements (including, but not limited to, governmental approval requirements under the FETL and its subordinate decrees and regulations) in connection with the purchase of the Shares under the International Offering. Malaysia This offering memorandum has not been and will not be registered as a prospectus with the Securities Commission of Malaysia under the Capital Markets and Services Act 2007 of Malaysia (“CMSA”). No prospectus in relation to the Offering Shares which complies with the requirements of the CMSA and the guidelines of the Securities Commission of Malaysia has been registered with the Securities Commission of Malaysia under the CMSA or with any other regulatory body in Malaysia. As such, the Offer Shares will only be made available and offered for sale to persons falling within any paragraphs 2(g)(i) to (xi) of Schedule 5 of the CMSA, provided that the distribution of such Offering Shares is made by a holder of a Capital Markets Service License who carries on the business of dealing in securities. This offering memorandum does not constitute and may not be used for the purpose of a public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Securities Commission of Malaysia under the CMSA. Singapore This offering memorandum has not been registered as a Prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”). Accordingly, the Shares may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this offering memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Shares be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.
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Where Shares are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person who is: (a) a corporation (which is not an accredited investor) (as defined in Section 4A of the Securities and Futures Act) 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, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that corporation or that trust has acquired the Shares under Section 275 of the Securities and Futures Act except: (i)
to an institutional investor (for corporations, under Section 274 of the Securities and Futures Act) or to a relevant person defined in Section 275(2) of the Securities and Futures Act, or to any person pursuant to an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;
(ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; or (iv) as specified in Section 276(7) of the Securities and Futures Act. Taiwan The Shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the Shares in Taiwan. United Kingdom Each of the Joint Bookrunners has represented and agreed that: • it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) with respect to anything done by it in relation to the Shares in, from or otherwise involving the UK; and • it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the UK any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the Shares in circumstances in which section 21(1) of FSMA does not apply to the Company. United States The Shares have not been and will not be registered under the U.S. Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Shares are being offered and sold outside of the United States in reliance on Regulation S under the U.S. Securities Act. In addition, until 40 days after the commencement of the offering of the Shares an offer or sale of Shares within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act.
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TRANSFER RESTRICTIONS Because the following restrictions will apply to the International Offering, purchasers are advised to consult their own legal counsel prior to making any offer, resale, pledge or other transfer of the Offering Shares. The Offering is being made in reliance on Regulation S, or another available exemption from the registration requirements of the Securities Act. The Offering Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and, accordingly, may not be offered or sold within the United States, except pursuant to a valid exemption from the registration requirements of the Securities Act or outside the United States in accordance with Regulation S. Terms used in this paragraph that are defined in Regulation S are used herein as so defined. Regulation S Each purchaser of Offering Shares, by accepting delivery of this offering memorandum, will be deemed to have represented, agreed and acknowledged as follows: (1) it is aware that the Offering Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States; (2) it is purchasing the Offering Shares in an offshore transaction meeting the requirements of Regulation S; and (3) it will not offer, sell, pledge or transfer any Offering Shares, except in accordance with the Securities Act and any applicable laws of any state of the United States and any other jurisdiction. We will not recognize any resale or other transfer, or attempted resale or other transfer, in respect of the Offering Shares made other than in compliance with the above stated restrictions. We, the International Selling Agents, their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. General Each purchaser of Offering Shares will be deemed to have represented and agreed that it is relying on this offering memorandum and not on any other information or representation concerning us or the Offering Shares and neither us nor any other person responsible for this offering memorandum or any part of it, nor the International Selling Agents, will have any liability for any such other information or representation.
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LEGAL MATTERS Certain legal matters in connection with the Offering will be passed upon for us by Clifford Chance with respect to matters of U.S. federal and New York law, and by Hiswara Bunjamin & Tandjung, with respect to matters of Indonesian law. Certain legal matters in connection with the Offering will be passed upon for the International Selling Agents by Baker & McKenzie.Wong & Leow with respect to certain legal matters of U.S. federal and New York law, and by Assegaf Hamzah & Partners, with respect to matters of Indonesian law. In rendering such opinions, each of Clifford Chance and Baker & McKenzie.Wong & Leow may rely upon the opinions of Hiswara Bunjamin & Tandjung and Assegaf Hamzah & Partners, respectively, as to all matters of Indonesian law.
172
INDEPENDENT AUDITORS Our audited consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012, and as of and for the six months ended June 30, 2013, have been audited by Purwantono, Suherman & Surja, in accordance with auditing standards established by the IICPA, whose report is also presented elsewhere in this offering memorandum. Our unaudited consolidated financial statements for the six months ended June 30, 2012, have been reviewed by Purwantono, Suherman & Surja in accordance with SRE 2410 established by the IICPA. A review conducted in accordance with SRE 2410 established by the IICPA is substantially less in scope than an audit conducted in accordance with auditing standards established by IICPA, accordingly as stated in their review report appearing elsewhere in this Offering Circular, Purwantono, Suherman & Surja did not audit and do not express any opinion on such unaudited financial statements.
173
INDUSTRY CONSULTANT The section included in this offering memorandum entitled “Industry Overview” has been prepared by Oil World, portions of which have been incorporated into this offering memorandum. Oil World has given, and has not withdrawn, its written consent to the issue of this offering memorandum with the inclusion of its name and such section in the form and context in which it has been included.
174
SUMMARY OF CERTAIN PRINCIPAL DIFFERENCES BETWEEN IFAS AND IFRS Our consolidated financial statements included in this offering memorandum are prepared and presented in accordance with IFAS, which differ in certain significant respects from IFRS, which may be material to the consolidated financial statements herein. The matters described below should not be expected to reveal all differences between IFAS and IFRS that are relevant to us. Management has made no attempt to quantify the impact of those differences, nor has any attempt been made to identify all disclosure, presentation, or classification differences that would affect the manner in which transactions or events are presented in the consolidated financial statements. Had any such quantification or identification been undertaken by management, other potential significant accounting and disclosure differences may have come to its attention which are not summarized below. Accordingly, it should not be construed that the following summary of certain significant differences between IFAS and IFRS is complete. Regulatory bodies that promulgate IFAS and IFRS have significant ongoing projects that could affect future comparisons such as this one. Further, no attempt has been made to identify future differences between IFAS and IFRS as a result of prescribed changes in accounting standards and regulations. Finally, no attempt has been made to identify all future differences between IFAS and IFRS that may affect the consolidated financial statements as a result of transactions or events that may occur in future. Management believes that the application of IFRS to the consolidated financial statements could have a material and significant impact upon the consolidated financial statements reported under IFAS. In making an investment decision, investors must rely upon their own examination of us, terms of the offering, and the consolidated financial statements. Potential investors should consult their own professional advisors for an understanding of the differences between IFAS and IFRS, and how those differences might affect the consolidated financial statements included herein. Accounting for Plantation Assets Under IFAS, there is no requirement to provide the fair value of any biological assets nor is there a requirement to recognize gain or loss in such fair value in the income statement. As such, our immature plantations are stated at cost which includes accumulated costs related to the development of the oil palm plantations for our own operations and also the portion of indirect overheads, including general and administrative expenses and borrowing costs incurred in relation to loans used in financing for development of immature plantations, until commercial production is achieved, and our mature plantations are stated at cost, which is equivalent to the carrying amount at the time of transfer from immature plantations, less accumulated amortization. Under IFRS, namely International Accounting Standard 41 — “Agriculture,” an entity’s biological assets are to be stated at each balance sheet date at their fair values less estimated point-of-sale costs. Any resultant gain or loss arising from a change in the fair value are immediately recognized in the income statement. These gains and losses are determined by comparing the book value of the biological assets at a balance sheet date with their fair value, which is determined by an independent third party using the discounted future cash flows of the underlying biological assets. To the extent the book value exceeds the fair value, the entity should recognize a loss; to the extent the fair value exceeds the book value, the entity should recognize a gain.
175
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INDEX TO FINANCIAL STATEMENTS Page
Consolidated financial statements with independent auditors’ reports as of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
F-5 F-15 F-18 F-19 F-24 F-25
PT Sawit Sumbermas Sarana Tbk dan entitas anak/ and subsidiaries Laporan keuangan konsolidasian beserta laporan auditor independen tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/ 31 Desember 2009/ Consolidated financial statements with independent auditors' report as of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/ December 31, 2009
F-2
The original consolidated financial statements included herein are in Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN KEUANGAN KONSOLIDASIAN BESERTA LAPORAN AUDITOR INDEPENDEN TANGGAL 30 JUNI 2013 DAN 31 DESEMBER 2012, 2011 DAN 2010 DAN PERIODE ENAM BULAN YANG BERAKHIR PADA TANGGAL-TANGGAL 30 JUNI 2013 DAN 2012 (TIDAK DIAUDIT) DAN UNTUK TAHUN YANG BERAKHIR PADA TANGGAL-TANGGAL 31 DESEMBER 2012, 2011 DAN 2010 DENGAN ANGKA PERBANDINGAN PADA TANGGAL 1 JANUARI 2010/31 DESEMBER 2009
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS WITH INDEPENDENT AUDITORS’ REPORT AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, 2011 AND 2010 AND FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012 (UNAUDITED) AND FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 WITH COMPARATIVE FIGURES AS OF JANUARY 1, 2010/DECEMBER 31, 2009
Daftar Isi
Table of Contents Halaman/ Pages
Surat Pernyataan Direksi
Statements of Directors
Laporan Auditor Independen
Independent Auditors’ Report
Laporan Posisi Keuangan Konsolidasian………………
1-3
…………..Consolidated Statements of Financial Position
Laporan Laba Rugi Komprehensif Konsolidasian…….
4
…...Consolidated Statements of Comprehensive Income
Laporan Perubahan Ekuitas Konsolidasian..............…
5-9
………….Consolidated Statements of Changes in Equity
Laporan Arus Kas Konsolidasian ……….....................
10
..………………..Consolidated Statements of Cash Flows
Catatan atas Laporan Keuangan Konsolidasian…..…. 11 - 190 ..............Consolidated Notes to the Financial Statements Lampiran I Laporan Keuangan Tersendiri PT Sawit Sumbermas Sarana Tbk (“Entitas Induk”) …………………………………..
Appendix I PT Sawit Sumbermas Sarana Tbk (the “Parent Entity”) 191 - 203 …............................... Separate Financial Statements
*************************
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
The original consolidated financial statements included herein are in Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN POSISI KEUANGAN KONSOLIDASIAN 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dengan Angka Perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
Catatan/ Notes
30 Juni/ June 30, 2013
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION June 30, 2013 and December 31, 2012, 2011 and 2010 with Comparative Figures for January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
31 Desember/ December 31, 2012
31 Desember/ December 31, 2011
1 Januari 2010/ 31 Desember 2009/ January 1, 2010/ December 31, 2009
31 Desember/ December 31, 2010
ASET
ASSETS
ASET LANCAR Kas dan setara kas 2f,2g,5 Kas dan setara kas yang dibatasi penggunaannya 2f,2g,5 Piutang usaha Pihak ketiga 2f,6 Piutang lain-lain Pihak berelasi 2f,2s,33a Pihak ketiga 2f,7 Pinjaman kepada pihak berelasi 2f,2s,33a Persediaan 2i,8 Pajak dibayar di muka 2o,18a Biaya dibayar di muka 2h,9 Uang muka - pihak ketiga 10
127.167.609
416.254.025
137.756.167
81.377.643
52.193.394
-
4.000.000
4.000.000
4.000.000
-
8.461.638
15.347.528
2.456.017
-
-
9.595.136 457.225.863 58.707.475 1.648.353 1.320.555 50.744.272
8.060.722 99.053.451 1.268.610 1.178.882
75.208.565 8.392.011 301.000.000 71.409.366 6.922.855 1.025.188 127.468
5.312.710 1.291.284 25.486.603 3.419.389 832.751 53.692
66.515.187 1.736.017 18.558.470 474.005 22.500
CURRENT ASSETS Cash and cash equivalents Restricted cash and cash equivalents Trade receivables Third parties Other receivables Related parties Third parties Loan to related parties Inventories Refundable taxes Prepaid expenses Advances- third parties
TOTAL ASET LANCAR
714.870.901
545.163.218
608.297.637
121.774.072
139.499.573
TOTAL CURRENT ASSETS
-
-
525.770.813
314.822.234
144.840.727
704.982.972 16.842.173
703.518.979 34.935.686
642.635.748 117.543.143
537.673.826 204.799.249
365.042.644 344.663.578
638.014.339 95.200.000 1.034.121 91.038.598 90.463.238
651.904.542 200.000 91.038.598 86.850.089
470.335.649 10.000 1.920.138 3.804.318
327.400.852 12.401.652 7.585.671
209.394.185 10.600.304 120.458
NON-CURRENT ASSETS Other receivables - related parties Plantation assets Mature plantations (net of accumulated amortization of Rp179,489,228 in 2013; Rp157,082,693 in 2012; Rp114,380,635 in 2011; Rp78,295,726 in 2010; and Rp47,497,111 in 2009) Immature plantations Fixed assets (net of accumulated depreciation of Rp297,975,237 in 2013; Rp253,144,616 in 2012; Rp184,634,449 in 2011; Rp129,417,881 in 2010 and Rp84,373,689 in 2009) Investment in shares of stock Deferred tax assets, net Business development project Other non-current assets
TOTAL ASET TIDAK LANCAR
1.637.575.441
1.568.447.894
1.762.019.809
1.404.683.484
1.074.661.896
TOTAL NON-CURRENT ASSETS
TOTAL ASET
2.352.446.342
2.113.611.112
2.370.317.446
1.526.457.556
1.214.161.469
TOTAL ASSETS
ASET TIDAK LANCAR Piutang lain-lain - pihak berelasi 2f,2s,33a Tanaman perkebunan Tanaman menghasilkan (setelah dikurangi akumulasi amortisasi Rp179.489.228 tahun 2013; Rp157.082.693 tahun 2012; Rp114.380.635 tahun 2011; Rp78.295.726 tahun 2010; dan Rp47.497.111 tahun 2009) 2j,11a Tanaman belum menghasilkan 2j,11b Aset tetap (setelah dikurangi akumulasi penyusutan Rp297.975.237 tahun 2013; Rp253.144.616 tahun 2012; Rp184.634.449 tahun 2011; Rp129.417.881 tahun 2010 dan Rp84.373.689 tahun 2009) 2k,12 Investasi saham 2f,13 Aset pajak tangguhan, neto 2o,18e Proyek pengembangan usaha 14 Aset tidak lancar lainnya 15
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
F-15
The original consolidated financial statements included herein are in Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN POSISI KEUANGAN KONSOLIDASIAN (lanjutan) 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dengan Angka Perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
Catatan/ Notes
30 Juni/ June 30, 2013
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued) June 30, 2013 and December 31, 2012, 2011 and 2010 with Comparative Figures for January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
31 Desember/ December 31, 2012
31 Desember/ December 31, 2011
1 Januari 2010/ 31 Desember/ 2009/ January 1, 2010/ December 31, 2009
31 Desember/ December 31, 2010
LIABILITAS DAN EKUITAS LIABILITAS JANGKA PENDEK Utang bank jangka pendek 2f,2l,22a Utang usaha Pihak berelasi 2f,2s,33b Pihak ketiga 2f,16 Pendapatan diterima di muka 17 Utang pajak 2o,18b Beban akrual 2f,19 Utang lain-lain Pihak berelasi 2f,2s,33b Pihak ketiga 2f,16 Liabilitas imbalan kerja karyawan jangka pendek 2f,2q,23 Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun 2f,20 Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun 2f,2n,21 Utang bank jangka panjang jatuh tempo dalam satu tahun 2f,2l,22b TOTAL LIABILITAS JANGKA PENDEK
LIABILITAS JANGKA PANJANG Utang lain-lain - pihak berelasi 2f,2s,33b Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun 2f,20 Liabilitas sewa pembiayaan - setelah dikurangi bagian jatuh tempo dalam satu tahun 2f,2n,21 Utang bank jangka panjang setelah dikurangi bagian jatuh tempo dalam satu tahun 2f,2l,22b Liabilitas imbalan kerja karyawan jangka panjang 2q,23 Liabilitas pajak tangguhan, neto 2o,18e
LIABILITIES AND EQUITY 66.000.000
66.000.000
36.000.000
16.000.000
16.000.000
15.590.384 783.978 44.576.497 37.483.627
1.200 24.749.558 44.021.882 123.873.436 35.588.294
7.206.100 72.298.068 30.061.969 193.318.560 41.995.689
18.208.544 58.920.761 35.906.476 119.376.937 4.728.276
1.612.614 38.704.703 26.886.298 58.326.087 7.236.099
9.273.434 34.224.640
3.691.517 45.284.221
2.719.082 35.261.283
18.972.641 23.461.492
462.950 8.473.423
16.374.879
19.551.374
22.422.199
16.820.935
14.449.569
9.914.429
6.470.735
4.402.328
5.441.499
5.185.739
11.381.096
14.209.312
12.605.961
8.171.023
5.157.302
178.300.000
174.200.000
121.500.000
538.831.143
38.500.000
CURRENT LIABILITIES Short-term bank loan Trade payables Related parties Third parties Unearned revenue Taxes payable Accrued expenses Other payables Related parties Third parties Short-term employee benefit liabilities Current maturities of consumer finance liabilities Current maturities of finance lease liabilities Current maturities of long-term bank loan
423.902.964
557.641.529
579.791.239
864.839.727
220.994.784
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES -
-
80.853.773
334.355.367
383.345.952
Other payables - related parties
2.719.842
7.584.989
3.856.547
3.319.539
6.056.205
Consumer finance liabilities - net of current maturities
4.365.096
9.496.264
13.804.880
10.389.657
3.868.624
Finance lease liabilities - net of current maturities
947.300.000
1.038.500.000
1.142.500.000
-
518.270.299
26.440.181 7.704.020
24.891.655 9.455.531
18.875.351 12.184.636
11.951.549 10.013.923
8.171.923 4.387.011
Long-term bank loan - net of current maturities Long-term employee benefit liabilites Deferred tax liabilities, net
TOTAL LIABILITAS JANGKA PANJANG
988.529.139
1.089.928.439
1.272.075.187
370.030.035
924.100.014
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITAS
1.412.432.103
1.647.569.968
1.851.866.426
1.234.869.762
1.145.094.798
TOTAL LIABILITIES
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
F-16
The original consolidated financial statements included herein are in Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN POSISI KEUANGAN KONSOLIDASIAN (lanjutan) 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dengan Angka Perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
Catatan/ Notes
30 Juni/ June 30, 2013
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued) June 30, 2013 and December 31, 2012, 2011 and 2010 with Comparative Figures for January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
31 Desember/ December 31, 2012
31 Desember/ December 31, 2011
31 Desember/ December 31, 2010
1 Januari 2010/ 31 Desember 2009/ January 1, 2010/ December 31, 2009
EKUITAS Ekuitas yang dapat diatribusikan kepada pemilik entitas induk Modal saham Modal dasar - 32.100.000.000 lembar saham (2012: 15.000.000.000; 2011, 2010 dan 2009: 500.000 lembar saham) nilai nominal Rp100 (2012: Rp100; 2011, 2010 dan 2009: Rp100.000) (nilai penuh) per lembar saham
EQUITY Equity attributable to equity holders of the parent entity Share capital Authorized - 32,100,000,000 shares (2012: 15,000,000,000; 2011, 2010 and 2009: 500,000 shares) at par value per share of Rp100 (2012: Rp100; 2011, 2010 and 2009: Rp100,000 (full amount) per share
Modal ditempatkan dan disetor penuh - 8.025.000.000 lembar saham (2012: 4.125.000.000; 2011, 2010 dan 2009: 125.000 lembar saham) 24a Tambahan modal disetor 1b,2d,25 Modal proforma yang timbul karena transaksi akuisisi atas entitas sepengendali 2d,4 Selisih transaksi dengan pihak nonpengendali 1b,2b,26 Saldo laba
Kepentingan nonpengendali TOTAL EKUITAS TOTAL LIABILITAS DAN EKUITAS
27a
802.500.000 16.181.055
412.500.000 16.181.055
12.500.000 -
12.500.000 -
12.500.000 -
-
-
68.836.283
5.176.103
730.590
41.950.240 46.682.968
6.618.935
391.084.152
270.290.625
55.225.832
907.314.263
435.299.990
472.420.435
287.966.728
68.456.422
Issued and fully paid capital 8,025,000,000 shares (2012: 4,125,000,000; 2011, 2010 and 2009: 125,000 shares) Additional paid-in capital Proforma capital arising from acquisition of entity under common control Difference transactions with non-controlling parties Retained earnings
32.699.976
30.741.154
46.030.585
3.621.066
610.249
Non-controlling interest
940.014.239
466.041.144
518.451.020
291.587.794
69.066.671
TOTAL EQUITY
2.352.446.342
2.113.611.112
2.370.317.446
1.526.457.556
1.214.161.469
TOTAL LIABILITIES AND EQUITY
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
F-17
The original consolidated financial statements included herein are in Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN Periode enam bulan yang berakhir pada tanggaltanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
30 Juni/June 30, Catatan/ Notes
2013
31 Desember/December 31,
2012
2012
2011
2r,28
891.667.777
878.710.032
BEBAN POKOK PENJUALAN
2r,29
(487.203.390)
(472.405.871)
(891.088.320)
(586.490.983)
(431.161.103)
COST OF SALES GROSS INCOME
LABA BRUTO
1.880.275.200
2010
PENJUALAN
1.379.482.684
916.762.843
404.464.387
406.304.161
989.186.880
792.991.701
485.601.740
Beban penjualan
2r,30
(16.522.060)
(11.229.565)
(25.203.551)
(17.069.856)
(10.425.135)
Beban umum dan administrasi Pendapatan/(beban) usaha lain-lain, neto
2r,30
(33.845.760)
(56.040.400)
(104.412.754)
(169.097.285)
(92.325.208)
2r,30
LABA USAHA Pendapatan keuangan Beban keuangan
2r,31 2r,31
LABA SEBELUM PAJAK PENGHASILAN BADAN BEBAN PAJAK PENGHASILAN BADAN
2o,18c
LABA PERIODE/TAHUN BERJALAN PENDAPATAN KOMPREHENSIF LAIN, SETELAH PAJAK TOTAL LABA KOMPREHENSIF PERIODE/TAHUN BERJALAN SETELAH EFEK PENYESUAIAN PROFORMA EFEK PENYESUAIAN PROFORMA Pemilik entitas induk Kepentingan nonpengendali
2d,4 2d,4
TOTAL LABA KOMPREHENSIF PERIODE/TAHUN BERJALAN SEBELUM EFEK PENYESUAIAN PROFORMA
Total laba komprehensif periode/ tahun berjalan sebelum efek penyesuaian proforma yang dapat diatribusikan kepada: Pemilik entitas induk Kepentingan nonpengendali
Laba per saham dasar yang dapat diatribusikan kepada pemilik entitas induk (dinyatakan dalam angka penuh Rupiah per saham)
2t,32
Selling expenses General and administrative expenses Other operating income/(expenses), net
1.487.246
5.050.843
16.367.067
23.663.913
(13.743.102)
355.583.813
344.085.039
875.937.642
630.488.473
369.108.295
12.984.614 (64.936.449)
17.748.697 (71.743.571)
31.529.756 (142.294.234)
27.542.756 (126.891.512)
2.671.316 (59.198.469)
(51.951.835)
(53.994.874)
(110.764.478)
(99.348.756)
(56.527.153)
303.631.978
290.090.165
765.173.164
531.139.717
312.581.142
(79.658.883)
(80.074.393)
(203.478.040)
(153.064.491)
(90.060.019)
223.973.095
210.015.772
561.695.124
378.075.226
222.521.123
INCOME FOR THE PERIOD/YEAR
-
-
-
-
-
OTHER COMPREHENSIVE INCOME, NET OF TAX
222.521.123
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR AFTER THE EFFECT OF PROFORMA ADJUSTMENT
223.973.095
210.015.772
561.695.124
378.075.226
-
(50.482.985) (33.915.605)
(136.445.172) (80.405.572)
(64.179.780) (43.101.919)
(4.445.513) (3.010.817)
-
(84.398.590)
(216.850.744)
(107.281.699)
(7.456.330)
223.973.095
Total laba komprehensif periode/ tahun berjalan setelah efek penyesuaian proforma yang dapat diatribusikan kepada: Pemilik entitas induk Kepentingan nonpengendali 27b
SALES
125.617.182
344.844.380
270.793.527
OPERATING INCOME Finance income Finance costs
INCOME BEFORE CORPORATE INCOME TAX CORPORATE INCOME TAX EXPENSE
EFFECT OF PROFORMA ADJUSTMENT Equity holders of parent entity Non-controlling interest
215.064.793
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR BEFORE THE EFFECT OF PROFORMA ADJSUTMENT Total comprehensive income for the period/year after the effect of proforma adjustment attributable to: Equity holders of parent entity Non-controlling interest
180.064.033 43.909.062
176.100.167 33.915.605
473.979.955 87.715.169
334.973.307 43.101.919
219.510.306 3.010.817
223.973.095
210.015.772
561.695.124
378.075.226
222.521.123
180.064.033 43.909.062
125.617.182 -
337.534.783 7.309.597
270.793.527 -
Total comprehensive income for the period/year before the effect of proforma adjustment attributable to: 215.064.793 Equity holders of parent entity Non-controlling interest
223.973.095
125.617.182
344.844.380
270.793.527
215.064.793
41
1.005
726
2.166
1.721
Basic earnings per share attributable to equity holders of the parent entity (expressed in full amount of Rupiah per share)
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
F-18
F-19 -
-
-
12.500.000
-
-
-
12.500.000
Tambahan modal disetor/ Additional paid-in capital
5.176.103
-
4.445.513
730.590
-
-
-
-
Modal proforma yang timbul karena penyajian kembali laporan Selisih transaksi keuangan/ dengan pihak Proforma capital nonpengendali/ arising from Difference restatement of transactions with financial non-controlling statements parties
270.290.625
215.064.793
-
55.225.832
Saldo laba/ Retained earnings
3.621.066
-
3.010.817
610.249
291.587.794
215.064.793
7.456.330
69.066.671
Total ekuitas/ Total equity
Balance as of December 31, 2010
Total comprehensive income for the year after the effect of proforma adjustment for 2010
Effect of proforma adjustment (Note 4)
Balance as of January 1, 2010/ December 31, 2009
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
287.966.728
215.064.793
4.445.513
68.456.422
Total/ Total
Kepentingan non pengendali/ Noncontrolling interest
Year ended December 31, 2010
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk/ Equity attributable to owners of the parent entity
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
Saldo 31 Desember 2010
Efek penyesuaian proforma (Catatan 4) Total laba komprehensif tahun berjalan Setelah efek penyesuaian proforma untuk tahun 2010
Saldo 1 Januari 2010/ 31 Desember 2009
Modal ditempatkan dan disetor/ Issued and fully paid capital
Tahun yang berakhir pada tanggal 31 Desember 2010
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN Periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
The original consolidated financial statements included herein are in Indonesian language.
F-20 -
-
-
12.500.000
-
68.836.283
-
-
64.179.780
-
-
(288.600 )
-
-
(231.000 )
5.176.103
-
-
-
12.500.000
Tambahan modal disetor/ Additional paid-in capital
-
-
-
-
-
-
-
Modal proforma yang timbul karena penyajian kembali laporan Selisih transaksi keuangan/ dengan pihak Proforma capital nonpengendali/ arising from Difference restatement of transactions with financial non-controlling statements parties
391.084.152
270.793.527
(150.000.000 )
-
-
-
270.290.625
Saldo laba/ Retained earnings
46.030.585
-
-
43.101.919
(692.400 )
-
3.621.066
518.451.020
270.793.527
(150.000.000 )
107.281.699
(981.000 )
(231.000 )
291.587.794
Total ekuitas/ Total equity Balance as of December 31, 2010
Balance as of December 31, 2011
Total comprehensive income for the year after the effect of proforma adjustment for 2011
2011 Interim dividend (Note 24b)
Proforma capital adjustments arising from dividend distribution (Note 4) Effect of proforma adjustment (Note 4)
Proforma capital adjustments arising from acquisition of non-controlling interest (Note 4)
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
472.420.435
270.793.527
(150.000.000 )
64.179.780
(288.600 )
(231.000 )
287.966.728
Total/ Total
Kepentingan non pengendali/ Noncontrolling interest
Year ended December 31, 2011
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued) For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk/ Equity attributable to owners of the parent entity
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
Saldo 31 Desember 2011
Modal proforma yang timbul dari akuisisi kepentingan nonpengendali (Catatan 4) Modal proforma yang timbul dari pembagian dividen (Catatan 4) Efek penyesuaian proforma (Catatan 4) Dividen interim untuk tahun 2011 (Catatan 24b) Total laba komprehensif tahun berjalan setelah efek penyesuaian proforma untuk tahun 2011
Saldo 31 Desember 2010
Modal ditempatkan dan disetor/ Issued and fully paid capital
Tahun yang berakhir pada tanggal 31 Desember 2011
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN (lanjutan) Periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
The original consolidated financial statements included herein are in Indonesian language.
F-21 -
-
-
-
-
-
-
-
12.500.000
-
12.500.000
Tambahan modal disetor/ Additional paid-in capital
102.269.268
-
50.482.985
950.000
(18.000.000 )
-
68.836.283
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
Saldo 30 Juni 2012
Saldo 31 Desember 2011 Dividen interim untuk tahun 2012 (Catatan 24b) Modal proforma yang timbul dari pembagian dividen (Catatan 4) Modal proforma yang timbul dari akuisisi kepentingan nonpengendali (Catatan 4) Efek penyesuaian proforma (Catatan 4) Total laba komprehensif periode berjalan setelah efek penyesuaian proforma untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2012 (tidak diaudit)
Modal ditempatkan dan disetor/ Issued and fully paid capital
-
-
-
-
-
-
-
Modal proforma yang timbul karena penyajian kembali laporan Selisih transaksi keuangan/ dengan pihak Proforma capital nonpengendali/ arising from Difference restatement of transactions with financial non-controlling statements parties
326.701.334
125.617.182
-
-
-
(190.000.000 )
391.084.152
Saldo laba/ Retained earnings
67.946.190
-
33.915.605
-
(12.000.000 )
-
46.030.585
509.416.792
125.617.182
84.398.590
950.000
(30.000.000 )
(190.000.000 )
518.451.020
Total ekuitas/ Total equity
Balance as of June 30, 2012
Total comprehensive income for the period after the effect of proforma adjustment for the six-month period ended June 30, 2012 (unaudited)
Effect of proforma adjustment (Note 4)
Proforma capital adjustments arising from dividend distribution (Note 4) Proforma capital adjustments arising from acquisition of non-controlling interest (Note 4)
2012 Interim dividend (Note 24b)
Balance as of December 31, 2011
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
441.470.602
125.617.182
50.482.985
950.000
(18.000.000 )
(190.000.000 )
472.420.435
Total/ Total
Kepentingan non pengendali/ Noncontrolling interest
Six-month periods ended June 30, 2012
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued) For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk/ Equity attributable to owners of the parent entity
Periode enam bulan yang berakhir pada tanggal 31 Juni 2012
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN (lanjutan) Periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
The original consolidated financial statements included herein are in Indonesian language.
F-22
412.500.000
(15.236.400 ) (173.864.000 ) 136.445.172
(16.181.055 )
-
-
16.181.055
-
-
-
16.181.055
68.836.283 -
-
Tambahan modal disetor/ Additional paid-in capital
-
-
-
-
-
-
-
-
-
Modal proforma yang timbul karena penyajian kembali laporan Selisih transaksi keuangan/ dengan pihak Proforma capital nonpengendali/ arising from Difference restatement of transactions with financial non-controlling statements parties
6.618.935
337.534.783
-
-
-
-
(512.000.000 )
(210.000.000 )
391.084.152 -
Saldo laba/ Retained earnings
30.741.154
7.309.597
-
80.405.572
(118.316.000 )
15.311.400
-
-
46.030.585 -
466.041.144
344.844.380
-
216.850.744
(292.180.000 )
75.000
(512.000.000 )
(210.000.000 )
518.451.020 400.000.000
Total ekuitas/ Total equity
Balance as of December 31, 2012
Effect of proforma adjustment (Note 4) Additional paid-in capital and reversal of proforma adjustments arising from application of PSAK No. 38 (Revised 2004), “Accounting for Restructuring of Entities under Common Control” (Note 4) Total comprehensive income for the year after the effect of proforma adjustment for 2012
Proforma capital adjustments arising from dividend distribution (Note 4)
2012 Interim dividend (Note 24b) Proforma capital adjustments arising from acquisition of non-controlling interest (Note 4)
2011 Dividend (Note 24b)
Balance as of December 31, 2011 Capital contribution (Note 24a)
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
435.299.990
337.534.783
-
136.445.172
(173.864.000 )
(15.236.400 )
(512.000.000 )
(210.000.000 )
472.420.435 400.000.000
Total/ Total
Kepentingan non pengendali/ Noncontrolling interest
Year ended December 31, 2012
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued) For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk/ Equity attributable to owners of the parent
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
Saldo 31 Desember 2012
Saldo 31 Desember 2011 12.500.000 Setoran modal (Catatan 24a) 400.000.000 Dividen untuk tahun 2011 (Catatan 24b) Dividen interim untuk tahun 2012 (Catatan 24b) Modal proforma yang timbul dari akuisisi kepentingan nonpengendali (Catatan 4) Modal proforma yang timbul dari pembagian dividen (Catatan 4) Efek penyesuaian proforma (Catatan 4) Tambahan modal disetor dan pembalikan penyesuaian proforma yang timbul dari penerapan PSAK No. 38 (Revisi 2004), “Akuntansi Restrukturisasi Entitas Sepengendali” (Catatan 4) Total laba komprehensif tahun berjalan setelah efek penyesuaian proforma untuk tahun 2012 -
Modal ditempatkan dan disetor/ Issued and fully paid capital
Tahun yang berakhir pada tanggal 31 Desember 2012
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN (lanjutan) Periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
The original consolidated financial statements included herein are in Indonesian language.
F-23
802.500.000
16.181.055
-
-
-
-
-
-
-
41.950.240
-
41.950.240
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
Saldo 30 Juni 2013
-
-
-
-
Transaksi dengan pihak nonpengendali (Catatan 26) Total laba komprehensif periode berjalan setelah efek penyesuaian proforma untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2013
-
-
Setoran modal (Catatan 24a) 390.000.000 Dividen interim untuk tahun 2012 (Catatan 24b) -
-
16.181.055
Tambahan modal disetor/ Additional paid-in capital
412.500.000
Saldo 31 Desember 2012
Modal ditempatkan dan disetor/ Issued and fully paid capital
Modal proforma yang timbul karena penyajian kembali laporan Selisih transaksi keuangan/ dengan pihak Proforma capital nonpengendali/ arising from Difference restatement of transactions with financial non-controlling statements parties
46.682.968
180.064.033
-
(140.000.000 )
-
6.618.935
Saldo laba/ Retained earnings
32.699.976
43.909.062
(41.950.240 )
-
-
30.741.154
940.014.239
223.973.095
-
(140.000.000 )
390.000.000
466.041.144
Total ekuitas/ Total equity
Balance as of June 30, 2013
Total comprehensive income for the period after the effect of proforma adjustment for the six-month period period ended June 30, 2013
Transactions with non-controlling party (Note 26)
2012 Interim dividend (Note 24b)
Capital contribution (Note 24a)
Balance as of December 31, 2012
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
907.314.263
180.064.033
41.950.240
(140.000.000 )
390.000.000
435.299.990
Total/ Total
Kepentingan non pengendali/ Noncontrolling interest
Six-month periods ended June 30, 2013
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued) For the six-months periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk/ Equity attributable to owners of the parent entity
Periode enam bulan yang berakhir pada tanggal 30 Juni 2013
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN (lanjutan) Periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
The original consolidated financial statements included herein are in Indonesian language.
The original consolidated financial statements included herein are in Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK LAPORAN ARUS KAS KONSOLIDASIAN Periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
30 Juni/June 30, 2013 ARUS KAS DARI AKTIVITAS OPERASI: Penerimaan kas dari pelanggan Pembayaran kas kepada pemasok Pembayaran kas kepada karyawan Kas yang dihasilkan dari operasi Pendapatan bunga yang diterima Pembayaran pajak penghasilan badan Beban keuangan yang dibayar Penerimaan lainnya, neto Kas neto yang diperoleh dari aktivitas operasi
994.779.238 (453.336.622) (81.360.736)
341.974.818 12.984.614
460.081.880 2.961.197
(148.819.309) (65.598.760) 801.705 141.343.068
(457.225.863)
Kas neto yang digunakan untuk aktivitas investasi
(589.203.164)
1.511.833.649 (670.566.134) (124.152.266)
1.017.459.305 (489.163.413) (77.760.341)
933.862.681 5.061.724
717.115.249 10.866.226
450.535.551 2.671.316
(86.800.725) (71.893.825) 4.270.117
(296.213.360) (143.521.277) 9.471.407
(67.584.949) (130.264.137) 7.284.008
(17.166.198) (72.727.470) 19.451.802
308.618.644
508.661.175
537.416.397
382.765.001
(6.240.161)
(172.429.428)
(634.753)
(7.465.214)
(49.935.177)
(151.977.703)
(111.341.928)
(40.351.194)
(4.706.602) (10.743.476) (95.000.000)
(5.010.072) (38.042.940) -
(18.518.285) (66.922.353) (190.000)
(45.701.491) (45.127.128) (10.000)
(44.744.203) (102.557.013) -
-
-
3.005.000
5.098.136
-
-
-
301.000.000
-
-
-
-
(1.747.653)
(140.000.000) -
Kas neto yang diperoleh dari/ (digunakan untuk) aktivitas pendanaan
158.773.680
5.580.717 390.000.000 (87.100.000)
5
2.078.805.951 (1.026.646.940) (118.296.330)
2010
(1.330.280)
(7.959.384)
KAS DAN SETARA KAS AKHIR PERIODE/TAHUN
2011
(20.196.943)
ARUS KAS DARI AKTIVITAS PENDANAAN: Penerimaan dari/(pemberian kepada) pihak-pihak berelasi Penerimaan setoran modal Perolehan utang bank Pembayaran utang bank Pembayaran liabilitas pembiayaan konsumen Pembayaran utang sewa pembiayaan Pembayaran dividen kepada: Pemilik entitas induk Kepentingan nonpengendali
KAS DAN SETARA KAS AWAL PERIODE/TAHUN
2012
948.328.164 (527.547.869) (78.805.477)
ARUS KAS DARI AKTIVITAS INVESTASI: Pembayaran uang muka pembelian aset tetap Penambahan aset dalam penyelesaian Penambahan tanaman belum menghasilkan Perolehan aset tetap Investasi saham Penerimaan dari pelepasan aset tetap Penerimaan pengembalian pinjaman dari pihak berelasi Pinjaman yang diberikan kepada pihak berelasi
(PENURUNAN)/KENAIKAN NETO KAS DAN SETARA KAS
31 Desember/December 31,
2012
(99.228.350)
131.174.452 100.200.000 (52.950.000)
(106.032.769)
(301.000.000) (498.717.164)
(195.117.624)
540.274.121 400.000.000 100.200.000 (121.500.000)
(544.925.500) 1.342.500.000 (597.331.143)
(122.663.994) 20.560.845 (38.500.000)
(3.718.255)
(9.946.755)
(13.617.605)
(12.035.273)
(6.700.379)
(18.977.914)
(17.965.461)
(5.824.706)
(189.050.000) (30.000.000)
(718.390.000) (295.790.000)
(149.250.000) (1.731.000)
(51.044.182)
(124.130.548)
17.679.291
(158.463.128)
-
CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers Cash paid to suppliers Cash paid to employees Cash resulting from operations Interest income received Payments of corporate income tax Finance cost paid Other receipt, net Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Payment of advance on purchase of fixed assets Additions to construction in progress Additions to immature plantations Acquisitions of fixed assets Investment in shares of stock Proceeds from disposal of fixed assets Receipt of loan settlement from related parties Loan provided to related parties Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Cash received from/(cash provided to) related parties Capital contribution received Proceeds from bank loans Repayment of bank loans Repayment of consumer finance liabilities Repayment of finance lease liabilities Payments of dividend to: Equity holders of parent entity Non-controlling interest Net cash provided by/(used in) financing activities
(289.086.416)
158.346.112
278.497.858
56.378.524
29.184.249
NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS
416.254.025
137.756.167
137.756.167
81.377.643
52.193.394
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD/YEAR
127.167.609
296.102.279
416.254.025
137.756.167
81.377.643
CASH AND CASH EQUIVALENTS AT END OF PERIOD/YEAR
The accompanying notes to the consolidated financial statements form an integral part of these consolidated financial statements taken as a whole.
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan.
F-24
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM a.
1.
Pendirian dan informasi umum
GENERAL a. Establishment and general information
PT Sawit Sumbermas Sarana (“Perseroan”) didirikan di Jakarta, berdasarkan Akta No. 51 tanggal 22 November 1995 dari Notaris Enimarya Agoes Suwarko, S.H. Akta pendirian Perseroan telah memperoleh pengesahan dari Menteri Kehakiman dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusan No. C2-8176.HT.01.01.TH.96 tanggal 26 Juli 1996, serta selanjutnya diumumkan dalam Berita Negara Republik Indonesia No. 839, Tambahan No. 36 tanggal 22 Februari 2011.
PT Sawit Sumbermas Sarana (the “Company”) was established in Jakarta based on the Notarial Deed No. 51 of Enimarya Agoes Suwarko, S.H., dated November 22, 1995. The deed of establishment was approved by Minister of Justice and Human Rights of the Republic of Indonesia in its Decision Letter No. C2-8176.HT.01.01.TH.96 dated July 26, 1996 and subsequently published in the State Gazette No. 839, Supplement No. 36 dated February 22, 2011.
Anggaran Dasar Perseroan telah mengalami beberapa kali perubahan, perubahan terakhir berdasarkan Akta No. 2 tanggal 17 September 2013 dari Notaris Dedy Syamri, S.H. tentang amandemen ruang lingkup kegiatan Perseroan. Perubahan ini sedang dalam proses memperoleh pengesahan dari Menteri Hukum dan Hak Asasi Manusia dan sedang dalam proses untuk diumumkan dalam Berita Negara Republik Indonesia.
The Company’s Articles of Association has been amended several times, the latest amendment was legalized under Notarial Deed No. 2 of Dedy Syamri, S.H. dated September 17, 2013 in relation to the amandment of the Company’s activities. This amendment is in process to obtain approval from the Minister of Justice and Human Rights of the Republic of Indonsia and in process to be published in the State Gazette.
Perseroan berdomisili di Pangkalan Bun, Kabupaten Kotawaringin Barat, Kalimantan Tengah, Indonesia dengan kantor pusat di Jl. Haji Udan Said No. 47, Pangkalan Bun.
The Company is domiciled in Pangkalan Bun, Kotawaringin Barat, Central Kalimantan, Indonesia, with its head office located at Jl. Haji Udan Said No. 47, Pangkalan Bun.
Sesuai dengan Pasal 3 Anggaran Dasar Perseroan, ruang lingkup kegiatan Perseroan adalah pertanian, perdagangan, dan industri.
As stated in Article 3 of the Company’s Articles of Association, the scope of the Company’s activities is agriculture, trade, and industry.
Perseroan mulai beroperasi secara komersial pada tahun 2005. Perseroan terutama bergerak di bidang perkebunan kelapa sawit dan pabrik kelapa sawit yang memproduksi minyak kelapa sawit dan inti sawit dengan kapasitas produksi 90 MT tandan buah segar (“TBS”) per jam (tidak diaudit). Pada tanggal 12 April 2013, Perseroan telah memulai produksi pabrik kelapa sawit kedua yang berkapasitas 60 MT TBS per jam (tidak diaudit). Perkebunan kelapa sawit dan kedua pabrik kelapa sawit berlokasi di Arut Selatan, Kotawaringin Barat, Kalimantan Tengah.
The Company commenced its commercial operations in 2005. The Company is primarily involved in the operations of oil palm plantations and a palm oil mill which produces crude palm oil and palm kernel with processing capacities of 90 MT of fresh fruit bunches (“FFB”) per hour (unaudited). On April 12, 2013, the Company has started the production of the second palm oil mill with processing capacities of 60 MT per hour (unaudited). The oil palm plantation and both palm oil mills are located in Arut Selatan, Kotawaringin Barat, Central Kalimantan.
F-25
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) a.
1.
Pendirian dan informasi umum (lanjutan)
GENERAL (continued) a.
Establishment and general information (continued)
Pada tanggal 30 Juni 2013, Perseroan dan entitas anak memiliki 817 karyawan tetap (31 Desember 2012: 802 karyawan tetap; 2011: 854 karyawan tetap; 2010: 824 karyawan tetap; 2009: 726 karyawan tetap) (tidak diaudit).
As of June 30, 2013, the Company and subsidiaries have 817 permanent employees (December 31, 2012: 802 permanent employees; 2011: 854 permanent employees; 2010: 824 permanent employees; 2009: 726 permanent employees) (unaudited).
Susunan Dewan Komisaris dan Direksi Perseroan pada tanggal 30 Juni 2013, 31 Desember 2012, 2011, 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
The composition of the Company’s Boards of Commissioners and Directors as of June 30, 2013, December 31, 2012, 2011, 2010 and January 1, 2010/December 31, 2009 is as follows:
30 Juni 2013 dan 31 Desember 2012 Susunan Komisaris dan Direksi Perseroan berdasarkan Akta Notaris Eko Soemarno, S.H., No. 80 tanggal 30 November 2012, adalah sebagai berikut:
June 30, 2013 and December 31, 2012 The composition of the Company’s Commissioner and Directors based on Notarial Deed of Eko Soemarno, S.H., No. 80 dated November 30, 2012 is as follows:
Komisaris Direktur Utama Direktur
: : :
Ailita Agan Zaliswoyo Hendra Lesmana
31 Desember 2011 Susunan Dewan Komisaris dan Direksi Perseroan berdasarkan Akta Notaris Teguh Hendrawan, S.H., No. 29 tanggal 31 Mei 2011, adalah sebagai berikut: Komisaris Utama Komisaris Direktur Utama Direktur
: : : :
: :
Commissioner President Director Director
December 31, 2011 The composition of the Company’s Board of Commissioners and Directors based on Notarial Deed of Teguh Hendrawan, S.H., No. 29 dated May 31, 2011 is as follows:
Ailita Bambang Soerjanto Vallauthan Subraminam Hendra Lesmana
31 Desember 2010 dan 1 Januari 2010/ 31 Desember 2009 Susunan Komisaris dan Direksi Perseroan berdasarkan Akta Notaris Eko Soemarno, S.H., No. 44 tanggal 21 Juni 2007, adalah sebagai berikut: Komisaris Direktur
: : :
: : : :
President Commissioner Commissioner President Director Director
December 31, 2010 and January 1, 2010/ December 31, 2009 The composition of the Company’s Commissioner and Director based on Notarial Deed of Eko Soemarno, S.H., No. 44 dated June 21, 2007 is as follows:
Ailita Muhammad Syairi SY
F-26
: :
Commissioner Director
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) a.
1.
Pendirian dan informasi umum (lanjutan)
GENERAL (continued) a.
Establishment and general information (continued)
Personil manajemen kunci Perseroan meliputi Dewan Komisaris dan Direksi. Kompensasi imbalan kerja jangka pendek yang dibayarkan kepada personil manajemen kunci Perseroan untuk enam bulan yang berakhir pada tanggal 30 Juni 2012 adalah Rp123.951 (tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011: Rp123.951 dan Rp206.430). Tidak ada kompensasi dalam bentuk imbalan pascakerja, imbalan kerja jangka panjang lainnya, pesangon pemutusan kontrak kerja dan pembayaran berbasis saham.
Key management personnel of the Company are the Board of Commissioners and Directors. Short-term compensation paid to the key management personnel of the Company for the six-month period ended June 30, 2012 amounted to Rp123,951 (for the years ended December 31, 2012 and 2011: Rp123,951 and Rp206,430, respectively). There is no compensation of post-employement benefit, other long-term benefit, termination benefits, and sharebased payment.
Personil manajemen kunci Perseroan pada tanggal 30 Juni 2013 dan 31 Desember 2010 juga merupakan karyawan dari pihak berelasi. Kompensasi karyawan tersebut dibayarkan oleh pihak berelasi dan tidak dibebankan kepada Perseroan dan pengungkapan yang disyaratkan oleh PSAK No. 7 (Revisi 2010), “Pengungkapan pihak-pihak berelasi”, tercakup dalam laporan keuangan pihak berelasi tersebut.
Key management personnel of the Company as of June 30, 2013 and December 31, 2010 are also employees of the Company’s related parties. The compensation of those employees is paid by the related parties and were not charged to the Company and as such, the necesssary disclosure required by PSAK No. 7 (Revised 2010), ”Related Party Disclosure”, are included In the financial statement of those companies.
Berdasarkan Akta No. 80 tanggal 30 November 2012 dari Notaris Eko Soemarno, S.H., Perseroan tidak memiliki pemegang saham pengendali pada tanggal 30 Juni 2013 dan 31 Desember 2012 (31 Desember 2011, 2010 dan 1 Januari 2010/31 Desember 2009: PT Citra Borneo Indah). Pemegang saham terakhir Perseroan dimiliki oleh perorangan.
Based on Notarial Deed No. 80 of Eko Soemarno, S.H. dated November 30, 2012, the Company has no controlling shareholder as of June 30, 2013 and December 31, 2012 (December 31, 2011, 2010 and January 1, 2010/December 31, 2009: PT Citra Borneo Indah). The ultimate shareholder of the Company is an individual.
Laporan keuangan konsolidasian telah diselesaikan dan disetujui untuk diterbitkan oleh Direksi Perseroan pada tanggal 22 Oktober 2013.
The consolidated financial statements were completed and authorized for issue by the Company’s Director on October 22, 2013.
F-27
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak
GENERAL (continued) b.
Nama Entitas Anak/ Name of Subsidiaries
Domisili/ Domicile
Kegiatan Usaha/ Nature of Business Activities
Subsidiaries The Company’s ownership interests in the consolidated subsidiaries (hereinafter referred to as the “Group”) are as follows:
Kepemilikan Perseroan pada entitas anak yang dikonsolidasi (selanjutnya secara bersamasama disebut “Grup”) adalah sebagai berikut: Mulai Beroperasi Secara Komersial/ Commencement of Commercial Operations
Persentase Kepemilikan Efektif/ Effective Percentage of Ownership Interest 2013
2012
2011
2010
2009
PT Kalimantan Sawit Abadi (“KSA”)
Kotawaringin Barat
Perkebunan dan pabrik kelapa sawit/ Oil palm plantations and palm oil mill
2005
93,10%
60,00%
-
-
-
PT Mitra Mendawai Sejati (“MMS”)
Kotawaringin Barat
Perkebunan dan pabrik kelapa sawit/ Oil palm plantations and palm oil mill
2008
94,56%
60,40%
1%
-
-
PT Sawit Mandiri Kotawaringin Lestari (“SML”) Barat (termasuk kepemilikan tidak langsung melalui MMS sebesar 0,001%; 2012: 0,27%; 2011: 0,7%; 2010 dan 2009: Nihil)/(Including indirect ownership through MMS of 0.001%; 2012: 0.27% and; 2011: 0.7%; 2010 and 2009: Nil)
Tidak aktif/ Dormant
-
99,84%
60,16%
-
-
-
PT Ahmad Saleh Perkasa Kotawaringin (“ASP”) (termasuk Barat kepemilikan tidak langsung melalui SML sebesar 0,01%; 2012: 0,40%; 2011: 1%; 2010 dan 2009: Nihil)/ (Including indirect ownership through SML of 0.01%; 2012: 0.4%; 2011: 1%; 2010 and 2009: Nil)
Tidak aktif/Dormant
-
99,37%
60,24%
-
-
-
Kegiatan Usaha/ Nature of Business Activities
Mulai Beroperasi Secara Komersial/ Commencement of Commercial Operations
Nama Entitas Anak/ Name of Subsidiaries
Domisili/ Domicile
Total Aset Sebelum Eliminasi (dalam Jutaan Rupiah)/ Total Assets Before Elimination (in Millions of Rupiah) 2012
2011
PT Kalimantan Sawit Abadi (“KSA”)
Kotawaringin Barat
Perkebunan dan pabrik kelapa sawit/ Oil palm plantations and palm oil mill
2005
549.496
363.782
505.982
393.492
249.227
PT Mitra Mendawai Sejati (“MMS”)
Kotawaringin Barat
Perkebunan kelapa sawit/ Oil palm plantations
2008
657.620
568.452
484.326
344.309
269.166
PT Sawit Mandiri Lestari (“SML”)
Kotawaringin Barat
Tidak aktif/Dormant
-
91.302
91.586
178
206
167
PT Ahmad Saleh Perkasa (“ASP”)
Kotawaringin Barat
Tidak aktif/Dormant
-
77.896
77.948
680
314
-
F-28
2013
2010
2009
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued)
KSA dan MMS memiliki pabrik pengolahan kelapa sawit yang berlokasi di Kotawaringin Barat dengan total kapasitas produksi masingmasing sebesar 45 MT tandan buah segar (“TBS”) per jam. MMS memiliki pabrik inti sawit yang berlokasi di Kotawaringin Barat dengan total kapasitas produksi sebesar 150 MT inti sawit (“PK”) per hari.
b.
Subsidiaries (continued) KSA and MMS have palm oil mills located at Kotawaringin Barat, Central Kalimantan, with processing capacities of 45 MT of fresh fruit bunch (“FFB”) per hour, respectively. MMS has kernel crushing plant located in Kotawaringin Barat with total processing capacity of 150 MT of palm kernel (“PK”) per day.
SML dan ASP saat ini sedang dalam proses pengurusan perolehan Hak Guna Usaha atas lahan seluas 26.995 Hektar dan 10.705 Hektar (Ha). Pada tanggal 30 Juni 2013, nilai pasar dari lahan yang akan diperoleh SML dan ASP tersebut adalah Rp93.300.000 dan Rp77.100.000.
SML and ASP is currently in process to obtain landrights on land for 26,995 Hectares (Ha) and 10,705 Hectares, respectively. As of June 30, 2013, the market value of the lands targetted by SML and ASP land are Rp93,300,000 and Rp77,100,000, respectively.
Pada tanggal 26 Juni 2012, SML memperoleh izin lokasi dari Bupati Lamandau untuk mengembangkan perkebunan kelapa sawit seluas 26.995 Ha di Lamandau, Kalimantan Tengah yang terdiri atas 12.562 Hektar kebun kelapa sawit inti dan 14.433 Hektar kebun kelapa sawit plasma. Izin tersebut berlaku selama tiga (3) tahun dengan masa perpanjangan satu kali.
On June 26, 2012, SML obtained location permits from the Mayor of Lamandau to develop 26,995 Ha of oil palm plantations in Lamandau, Central Kalimantan, consisting of 12,562 Hectares nucleus oil palm plantations and 14,433 Hectares plasma oil palm plantations. The location permits expire in three (3) years with the one time extension period.
Pada tanggal 3 Desember 2009, ASP memperoleh izin lokasi dari Bupati Seruyan untuk mengembangkan perkebunan kelapa sawit seluas 10.705 Ha di Seruyan, Kalimantan Tengah. Izin tersebut berlaku selama tiga (3) tahun dengan masa perpanjangan satu kali. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, ASP sedang dalam proses pengurusan perpanjangan izin lokasi.
On December 3, 2009, ASP obtained location permits from the Mayor of Seruyan to develop 10,705 Ha of oil palm plantations in Seruyan, Central Kalimantan. The location permits expire in three (3) years with the one time extension period. Until the completion date of these consolidated financial statements, ASP is in process to extend the location permits.
Kenaikan kepemilikan saham di entitas anak di tahun 2013
Increase in ownership subsidiaries in 2013
Selama tahun 2013, Perseroan meningkatkan kepemilikan di entitas anak. Rinciannya sebagai berikut:
In 2013, the Company increased its ownership in its subsidiaries. The details are as follows:
1. PT Kalimantan Sawit Abadi (“KSA”)
1. PT Kalimantan Sawit Abadi (“KSA”) On June 18, 2013, the shareholders of KSA approved the increase in issued share capital amounting to Rp150,000,000. The Company took up the full allocation of these newly issued share capital and made the full payment on June 21, 2013. As a result of this transaction, the Company increased the ownership in KSA from 60% to 93.10%.
Pada tanggal 18 Juni 2013, pemegang saham KSA menyetujui penambahan modal saham ditempatkan sebesar Rp150.000.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Juni 2013. Atas transaksi tersebut, Perseroan memperoleh peningkatan persentase kepemilikan pada KSA dari 60% menjadi 93,10%.
F-29
interest
in
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Kenaikan kepemilikan saham di entitas anak di tahun 2013 (lanjutan)
Increase in ownership interest subsidiaries in 2013 (continued)
Selama tahun 2013, Perseroan meningkatkan kepemilikan di entitas anak. Rinciannya sebagai berikut: (lanjutan)
In 2013, the Company increased its ownership in its subsidiaries. The details are as follows: (continued)
1. PT Kalimantan Sawit Abadi (“KSA”) (lanjutan)
1. PT Kalimantan Sawit Abadi (“KSA”) (continued)
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan kepemilikan pihak nonpengendali, PT Citra Borneo Indah (CBI) dan PT Tanjung Sawit Abadi (TSA), pihak berelasi, dari 39,6% menjadi 6,83% dan 0,4% menjadi 0,07%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, PT Citra Borneo Indah (CBI) and PT Tanjung Sawit Abadi (TSA), related parties, from 39.6% to 6.83% and 0.4% to 0.07%, respectively.
2. PT Mitra Mendawai Sejati (“MMS”)
in
2. PT Mitra Mendawai Sejati (“MMS”)
Pada tanggal 18 Juni 2013, pemegang saham MMS menyetujui penambahan modal saham ditempatkan sebesar Rp196.227.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 24 Juni 2013. Atas transaksi tersebut, Perseroan memperoleh peningkatan persentase kepemilikan pada MMS dari 60,4% menjadi 94,56%.
On June 18, 2013, the shareholders of MMS approved the increase in issued share capital amounting to Rp196,227,000. The Company took up the full allocation of these newly issued share capital and made the full payment on June 24, 2013. As a result of this transaction, the Company increased the ownership in MMS from 60.4% to 94.56%.
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan persentase kepemilikan kepentingan nonpengendali yaitu CBI, pihak berelasi, dari 39,6% menjadi 5,4%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, CBI, a related party, from 39.6% to 5.4%.
3. PT Ahmad Saleh Perkasa (“ASP”)
3. PT Ahmad Saleh Perkasa (“ASP”) On June 18, 2013, the shareholders of ASP approved the increase in issued share capital amounting to Rp77,466,000. The Company took up the full allocation of these newly issued share capital and made the full payment on June 21, 2013. As a result of this transaction, the Company increased the ownership in ASP from 60% to 99.36%.
Pada tanggal 18 Juni 2013, pemegang saham ASP menyetujui penambahan modal saham ditempatkan sebesar Rp77.466.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Juni 2013. Atas transaksi tersebut, Perseroan memperoleh peningkatan persentase kepemilikan pada ASP dari 60% menjadi 99,36%.
F-30
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Kenaikan kepemilikan saham di entitas anak di tahun 2013 (lanjutan)
Increase in ownership interest subsidiaries in 2013 (continued)
3. PT Ahmad (lanjutan)
(“ASP”)
3. PT Ahmad Saleh Perkasa (“ASP”) (continued)
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan persentase kepemilikan kepentingan nonpengendali yaitu PT Sawit Mandiri Lestari (SML), entitas anak, dan CBI, pihak berelasi, dari 0,4% menjadi 0,01% dan 39,6% menjadi 0,63%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, PT Sawit Mandiri Lestari (SML), a subsidiary, and CBI, a related party, from 0.4% to 0.01% and 39.6% to 0.63%, respectively.
Per 30 Juni 2013, persentase kepemilikan efektif Perseroan di ASP, termasuk kepemilikan tidak langsung melalui SML sebesar 0,01%, adalah 99,37% (2012: 60,24%).
As of June 30, 2013, percentage of effective ownership interest of the Company in ASP, including indirect ownership through SML of 0.01%, is 99.37% (2012: 60.24%).
Saleh
Perkasa
4. PT Sawit Mandiri Lestari (“SML”)
in
4. PT Sawit Mandiri Lestari (“SML”)
Pada tanggal 18 Juni 2013, pemegang saham SML menyetujui penambahan modal saham ditempatkan sebesar Rp91.217.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Juni 2013. Atas transaksi tersebut, Perseroan memperoleh peningkatan persentase kepemilikan pada SML dari 60% menjadi 99,84%
On June 18, 2013, the shareholders of SML approved the increase in issued share capital amounting to Rp91,217,000. The Company took up the full allocation of these newly issued share capital and made the full payment on June 21, 2013. As a result of this transaction, the Company increased the ownership in SML from 60% to 99.84%.
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan persentase kepemilikan kepentingan nonpengendali yaitu MMS, entitas anak, dan CBI, entitas anak, dari 0,3% menjadi 0,001% dan 39,7% menjadi 0,16%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of non-controlling interest, MMS, a subsidiary, and CBI, a related party, from 0.3% to 0.001% and 39.7% to 0.16%, respectively.
Per 30 Juni 2013, persentase kepemilikan efektif Perseroan di SML, termasuk kepemilikan tidak langsung melalui MMS sebesar 0,001%, adalah 99,84% (2012: 60,16%).
As of June 30, 2013, percentage of effective ownership interest of the Company in SML, including indirect ownership through MMS of 0.001%, is 99.84% (2012: 60.16%).
F-31
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Kenaikan kepemilikan saham di entitas anak di tahun 2013 (lanjutan)
Subsidiaries (continued) Increase in ownership interest subsidiaries in 2013 (continued)
in
Dari transaksi tersebut, Perseroan mencatat selisih transaksi dengan pihak nonpengendali sebagaimana diungkapkan dalam Catatan 26.
From these transactions, the Company recognized difference transactions with noncontrolling interest as disclosed in Note 26.
Akuisisi atas entitas sepengendali di tahun 2012
Acquisition of entities under common control in 2012
Kepemilikan mayoritas atas entitas anak tersebut di atas (KSA, MMS, ASP dan SML) diperoleh Perseroan pada kuartal keempat tahun 2012 dengan rincian sebagai berikut:
The majority ownership of the above subsidiaries (KSA, MMS, ASP and SML) were acquired by the Company in the fourth quarter of 2012 with the following details:
1. PT Kalimantan Sawit Abadi (“KSA”)
1. PT Kalimantan Sawit Abadi (“KSA”)
Pada tanggal 30 November 2012, para pemegang saham KSA menyetujui penambahan modal saham ditempatkan sebesar Rp18.750.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Desember 2012. Atas transaksi tersebut, Perseroan memperoleh 60% kepemilikan pada KSA.
On November 30, 2012, the shareholders of KSA approved the increase in issued share capital amounting to Rp18,750,000. The Company took up the full allocation of these newly issued share capital and made the full payment on December 21, 2012. As a result of this transaction, the Company acquired 60% of ownership in KSA.
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan kepemilikan pihak nonpengendali, PT Citra Borneo Indah (CBI) dan PT Tanjung Sawit Abadi (TSA), pihak berelasi, dari 99% dan 1% menjadi 39,6% dan 0,4%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, PT Citra Borneo Indah (CBI) and PT Tanjung Sawit Abadi (TSA), related parties, from 99% to 39.6% and 1% to 0.4%, respectively.
Rincian atas akuisisi sebagai berikut:
The details of the acquisition are as follows:
tersebut
Nilai buku aset neto yang diakuisisi Harga perolehan Selisih nilai transaksi restrukturisasi entitas sepengendali
adalah 23.964.187 18.750.000
Book value of net assets acquired Acquisition costs
5.214.187
Difference in value of restructuring transaction of entities under common control
F-32
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
1. PT Kalimantan Sawit Abadi (“KSA”) (lanjutan)
1. PT Kalimantan Sawit Abadi (“KSA”) (continued)
Berikut ini adalah informasi keuangan KSA pada tanggal akuisisi:
The following is a summary of KSA’s financial information at the acquisition date: Jumlah/ Amount
ASET
ASSETS
Aset lancar Kas dan setara kas Piutang usaha Piutang lain-lain Pinjaman kepada pihak berelasi Persediaan Pajak dibayar di muka Aset lancar lainnya
11.354.034 677.146 214.415.731 50.000.000 18.623.824 10.304.174 453.424
Current assets Cash and cash equivalents Trade receivables Other receivables Loan to a related party Inventories Prepaid taxes Other current assets
Total aset lancar
305.828.333
Total current assets
Aset tidak lancar Piutang lain-lain - pihak berelasi Aset tetap Tanaman perkebunan Tanaman menghasilkan Tanaman belum menghasilkan Investasi saham
102.470.282 5.520.021 75.000
Non-current assets Other receivables related parties Fixed assets Plantation assets Mature plantations Immature plantations Investment in shares of stock
Total aset tidak lancar
280.453.767
Total non-current assets
Total aset
586.282.100
Total assets
60.121.307 112.267.157
LIABILITAS DAN EKUITAS Liabilitas Liabilitas jangka pendek Utang bank jangka pendek Utang usaha Utang lain-lain Uang muka penjualan Utang pajak Beban akrual Liabilitias imbalan kerja karyawan jangka pendek Utang bank jangka panjang yang akan jatuh tempo dalam satu tahun Total liabilitas jangka pendek
LIABILITIES AND EQUITY
23.000.000
Liabilities Current liabilities Short-term bank loan Trade payables Other payables Sales advance Taxes payable Accrued expenses Short-term employee benefit liabilities Current maturities of long-term bank loans
350.572.419
Total current liabilities
11.000.000 7.418.028 285.524.512 9.036.650 8.741.295 1.077.549 4.774.385
F-33
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
1. PT Kalimantan Sawit Abadi (“KSA”) (lanjutan)
1. PT Kalimantan Sawit Abadi (“KSA”) (continued)
Berikut ini adalah informasi keuangan KSA pada tanggal akuisisi: (lanjutan)
The following is a summary of KSA’s financial information at the acquisition date: (continued) Jumlah/ Amount
Liabilitas jangka panjang Utang lain-lain Liabilitas pembiayan konsumen Liabilitas sewa pembiayaan Utang bank jangka panjang setelah dikurangi yang akan jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka panjang Liabilitas pajak tangguhan, neto
3.686.362 4.555.664
Non-current liabilities Other payables Consumer finance liabilities Finance lease liabilities Long-term bank loan - net of current maturities Long-term employee benefit liabilities Deferred tax liabilities, net
Total liabilitas jangka panjang
195.769.366
Total non-current liabilities
Total liabilitas
546.341.785
Total liabilities
Ekuitas Modal saham Saldo laba
31.250.000 8.690.315
Equity Share capital Retained earnings
Total ekuitas
39.940.315
Total equity
586.282.100
Total liabilities and equity
Total liabilitas dan ekuitas
19.958.907 4.062.220 3.506.213 160.000.000
KSA bergerak di bidang perkebunan kelapa sawit dan pabrik kelapa sawit yang memproduksi minyak kelapa sawit dan inti sawit dengan kapasitas 45 MT tandan buah segar (“TBS”) per jam (tidak diaudit).
KSA involves in operations of oil palm plantations and operations of palm oil mill which produces crude palm oil and palm kernel with processing capacities of 45 MT of fresh fruit bunches (“FFB”) per hour (unaudited).
Pada tanggal 31 Desember 2012, KSA memiliki lahan tanaman menghasilkan sebesar 4.345 Hektar dan area tanaman belum menghasilkan sebesar 433 Hektar (tidak diaudit).
As of December 31, 2012, KSA owned 4,345 Hectares of mature plantations area and 433 Hectares of immature plantations area (unaudited).
F-34
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
2. PT Mitra Mendawai Sejati (“MMS”)
2. PT Mitra Mendawai Sejati (“MMS”)
Pada tanggal 11 Desember 2012, para pemegang saham MMS menyetujui penambahan modal saham ditempatkan sebesar Rp18.750.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Desember 2012. Atas transaksi tersebut, Perseroan memperoleh 60,40% kepemilikan pada MMS.
On December 11, 2012, the shareholders of MMS approved the increase in issued share capital amounting to Rp18,750,000. The Company took up the full allocation of these newly issued share capital and made the full payment on December 21, 2012. As a result of this transaction, the Company acquired 60.40% of ownership in MMS.
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan persentase kepemilikan kepentingan nonpengendali yaitu CBI, pihak berelasi, dari 99% menjadi 39,6%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, CBI, a related party, from 99% to 39.6%, respectively.
Rincian atas akuisisi sebagai berikut:
The details of the acquisition are as follows:
tersebut
adalah
Nilai buku aset neto yang diakuisisi Harga perolehan
30.919.385 18.750.000
Book value of net assets acquired Acquisition cost
Selisih nilai transaksi restrukturisasi entitas sepengendali
12.169.385
Difference in value of restructuring transaction of entities under common control
The following is a summary of MMS’ financial information at the acquisition date:
Berikut ini adalah informasi keuangan MMS pada tanggal akuisisi: Total/ Amount ASET
ASSETS
Aset lancar Kas dan setara kas Piutang lain-lain Persediaan Pajak dibayar dimuka Aset lancar lainnya
13.231.817 409.375.975 28.106.770 528.268 1.282.193
Current assets Cash and cash equivalents Other receivables Inventories Prepaid taxes Other non-current assets
Total aset lancar
452.525.023
Total current assets
Aset tidak lancar Piutang lain-lain Aset tetap Tanaman perkebunan Tanaman menghasilkan Tanaman belum menghasilkan Investasi saham
202.641.456 1.044.889 1.000
Non-current assets Other receivables Fixed assets Plantation assets Mature plantations Immature plantations Investment in share of stock
Total aset tidak lancar
397.462.381
Total non-current assets
Total aset
849.987.404
Total assets
53.352.022 140.423.014
F-35
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
2. PT Mitra (lanjutan)
(“MMS”)
2. PT Mitra Mendawai Sejati (“MMS”) (continued)
Berikut ini adalah informasi keuangan MMS pada tanggal akuisisi: (lanjutan)
The following is a summary of MMS’ financial information at the acquisition date: (continued)
Mendawai
Sejati
Total/ Amount LIABILITAS DAN EKUITAS Liabilitas Liabilitas jangka pendek Utang bank jangka pendek Utang lain-lain Pendapatan diterima dimuka Utang pajak Beban akrual Liabilitias imbalan kerja karyawan jangka pendek Utang bank jangka panjang yang akan jatuh tempo dalam satu tahun Total liabilitas jangka pendek Liabilitas jangka panjang Utang lain-lain Liabilitas pembiayan konsumen Liabilitas sewa pembiayaan Utang bank jangka panjang setelah dikurangi yang akan jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka panjang Liabilitas pajak tangguhan, neto
LIABILITIES AND EQUITY
26.925.000
Liabilities Current liabilities Short-term bank loan Other payables Unearned revenue Taxes payable Accrued expenses Short-term employee benefit liabilities Current maturities of long-term bank loans
327.968.122
Total current liabilities
30.000.000 252.377.374 5.909.091 11.176.914 442.811 1.136.932
5.504.839 4.170.712
Non-current liabilities Other payables Consumer finance liabilities Finance lease liabilities Long-term bank loan - net of current maturities Long-term employee benefit liabilities Deferred tax liabilities, net
Total liabilitas jangka panjang
470.240.013
Total non-current liabilities
Total liabilitas
798.208.135
Total liabilities
Ekuitas Modal saham Saldo laba
31.250.000 20.529.269
Equity Share capital Retained earnings
Total ekuitas
51.779.269
Total equity
849.987.404
Total liabilities and equity
Total liabilitas dan ekuitas
201.736.873 2.355.584 4.422.005 252.050.000
F-36
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
2. PT Mitra (lanjutan)
(“MMS”)
2. PT Mitra Mendawai Sejati (“MMS”) (continued)
MMS bergerak di bidang perkebunan kelapa sawit dan pabrik kelapa sawit yang memproduksi minyak kelapa sawit dan inti sawit dengan kapasitas produksi 45 MT tandan buah segar (“TBS”) per jam dan pabrik inti sawit dengan kapasitas produksi 150 MT inti sawit per hari (tidak diaudit).
MMS is involved in the operations of oil palm plantations and operations palm oil mill which produces crude palm oil and palm kernel with processing capacities of 45 MT of fresh fruit bunches (“FFB”) per hour and kernel crushing plant with processing capacities of 150 MT of palm kernel per day (unaudited).
Mendawai
Sejati
3. PT Ahmad Saleh Perkasa (“ASP”)
3. PT Ahmad Saleh Perkasa (“ASP”)
Pada tanggal 11 Desember 2012, para pemegang saham ASP menyetujui penambahan modal saham ditempatkan sebesar Rp750.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Desember 2012. Atas transaksi tersebut, Perseroan memperoleh 60% kepemilikan pada ASP.
On December 11, 2012, the shareholders of ASP approved the increase in issued share capital amounting to Rp750,000. The Company took up the full allocation of these newly issued share capital and made the full payment on December 21, 2012. As a result of this transaction, the Company acquired 60% of ownership in ASP.
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan persentase kepemilikan kepentingan nonpengendali yaitu PT Sawit Mandiri Lestari (SML), entitas anak, dan CBI, pihak berelasi, dari 1% menjadi 0,4% dan 99% menjadi 39,6%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, PT Sawit Mandiri Lestari (SML), a subsidiary, and CBI, a related party, from 1% to 0.4% and 99% to 39.6%, respectively.
Per 31 Desember 2012, persentase kepemilikan efektif Perseroan di ASP, termasuk kepemilikan tidak langsung melalui SML sebesar 0,4%, adalah 60,24%.
As of December 31, 2012, the percentage of effective ownership interest of the Company at ASP, including indirect ownership through SML of 0.4%, is 60.24%.
F-37
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
3. PT Ahmad (lanjutan)
(“ASP”)
3. PT Ahmad Saleh Perkasa (“ASP”) (continued)
adalah
The details of the acquisition are as follows:
Saleh
Perkasa
Rincian atas akuisisi sebagai berikut:
tersebut
Nilai buku aset neto yang diakuisisi Harga perolehan Selisih nilai transaksi restrukturisasi entitas sepengendali
160.607 750.000 (589.393 )
Book value of net assets acquired Acquisition cost Difference in value of restructuring transaction of entities under common control
The following is a summary of ASP’s financial information at the acquisition date:
Berikut ini adalah informasi keuangan ASP pada tanggal akuisisi: Jumlah/ Amount ASET
ASSETS
Aset lancar Kas dan setara kas Piutang lain-lain
21.614 750.000
Current assets Cash and cash equivalents Other receivable
771.614 LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
Liabilitas Liabilitas jangka pendek Utang lain-lain Beban akrual Utang pajak
468.068 37.500 3.290
Liabilities Current liabilities Other payables Accrued expenses Taxes payable
Total liabilitas jangka pendek
508.858
Total current liabilities
5.000
Non-current liabilities Other payables
513.858
Total liabilities
Liabilitas jangka panjang Utang lain-lain Total liabilitas Ekuitas Modal saham Akumulasi defisit
1.250.000 (992.244)
Equity Share capital Accumulated deficit
Total ekuitas
257.756
Total equity
Total liabilitas dan ekuitas
771.614
Total liabilities and equity
F-38
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Subsidiaries (continued)
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan)
Acquisition of entities under common control in 2012 (continued)
4. PT Sawit Mandiri Lestari (“SML”)
4. PT Sawit Mandiri Lestari (“SML”)
Pada tanggal 12 Desember 2012, para pemegang saham SML menyetujui penambahan modal saham ditempatkan sebesar Rp225.000. Perseroan mengambil seluruh alokasi atas modal saham yang baru ditempatkan tersebut dan membayarnya secara penuh pada tanggal 21 Desember 2012. Atas transaksi tersebut, Perseroan memperoleh 60% kepemilikan pada SML.
On December 12, 2012, shareholders of SML approved the increase in issued share capital amounting to Rp225,000. The Company took up the full allocation of these newly issued share capital and made the full payment on December 21, 2012. As a result of this transaction, the Company acquired 60% of ownership in SML.
Kontribusi Perseroan atas seluruh modal saham yang baru ditempatkan tersebut menyebabkan penurunan persentase kepemilikan kepentingan nonpengendali yaitu MMS, entitas anak, dan CBI, pihak berelasi, dari 0,67% menjadi 0,3% dan 99,33% menjadi 39,7%.
The Company’s full contribution of the newly issued share capital decreased the ownership interest of the noncontrolling interest, MMS, a subsidiary, and CBI, a related party, from 0.67% to 0.3% and 99.33% and 39.7%, respectively.
Per 31 Desember 2012, persentase kepemilikan efektif Perseroan di SML, termasuk kepemilikan tidak langsung melalui MMS sebesar 0,3%, adalah 60,16%.
As of December 31, 2012, percentage of ownership interest of the Company at SML, including indirect ownership through MMS of 0.3%, is 60.16%.
Rincian atas akuisisi sebagai berikut:
tersebut
The details of the acquisition are as follows:
adalah
Nilai buku aset neto yang diakuisisi Harga perolehan
(388.124 ) 225.000
Book value of net assets acquired Acquisition cost
Selisih nilai transaksi restrukturisasi entitas sepengendali
(613.124 )
Difference in value of restructuring transaction of entities under common control
F-39
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 1.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
UMUM (lanjutan) b.
1.
Entitas anak (lanjutan)
GENERAL (continued) b.
Akuisisi atas entitas sepengendali di tahun 2012 (lanjutan) 4. PT Sawit (lanjutan)
Mandiri
Lestari
Subsidiaries (continued) Acquisition of entities under common control in 2012 (continued)
(“SML”)
4. PT Sawit Mandiri (continued)
Lestari
(“SML”)
The following is summary of SML’s financial information at the acquisition date:
Berikut ini adalah informasi keuangan SML pada tanggal akuisisi: Jumlah/ Amount ASET
ASSETS
Aset lancar Kas dan setara kas
118.580
Current assets Cash and cash equivalents
Aset tidak lancar Piutang lain-lain Aset tetap Investasi saham
201.070 21.218 205.000
Non-current assets Other receivables Fixed assets Investments in shares of stock
Total aset tidak lancar
427.288
Total non-current assets
Total aset
545.868
Total assets
LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
Liabilitas Liabilitas jangka pendek Utang lain-lain Beban akrual Utang pajak
136.372 64.858 4.241
Liabilities Current liabilities Other payables Accrued expenses Taxes payable
Total liabilitas jangka pendek
205.471
Total current liabilities
Liabilitas jangka panjang Utang lain-lain
994.128
Non-current liabilities Other payables
1.199.599
Total liabilities
Total liabilitas Ekuitas Modal saham Akumulasi defisit Total ekuitas
375.000 (1.028.731)
Equity Share capital Accumulated deficit
(653.731 )
Total equity
Total liabilitas dan ekuitas
545.868
F-40
Total liabilities and equity
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
SUMMARY POLICIES
OF
SIGNIFICANT
ACCOUNTING
Laporan keuangan konsolidasian telah disusun dan disajikan sesuai dengan Standar Akuntansi Keuangan di Indonesia (“SAK”), yang mencakup Pernyataan Standar Akuntansi Keuangan (”PSAK”) dan Interpretasi Standar Akuntansi Keuangan (”ISAK”) yang dikeluarkan oleh Dewan Standar Akuntansi Keuangan Ikatan Akuntan Indonesia, serta Peraturan Badan Pengawas Pasar Modal dan Lembaga Keuangan (“BAPEPAM-LK”) No. VIII.G.7 Lampiran Keputusan Ketua BAPEPAM-LK No. KEP-347/BL/2012 tanggal 25 Juni 2012 mengenai 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 of Financial Accounting Standards (“PSAK”) and Interpretations to Financial Acccounting Standards (“ISAK”) issued by the Financial Accounting Standards Board of the Indonesian Institute of Accountants, and Rule of Capital Market and Financial Institution Supervisory Agency (“BAPEPAM-LK”) No. VIII.G.7 Attachment of Chairman of BAPEPAM’s decision No. KEP347/BL/2012 dated June 25, 2012 regarding Presentation and Disclosure of the Financial Statements of Issuers or Public Company.
Kebijakan akuntansi signifikan yang diterapkan secara konsisten dalam penyajian laporan keuangan konsolidasian untuk tahun yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
The significant accounting policies were applied consistently in the preparation of the consolidated financial statements for the sixth-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 are as follow:
a.
Dasar penyusunan konsolidasian
laporan
keuangan
a.
Basis of preparation of the consolidated financial statements
Laporan keuangan konsolidasian disusun berdasarkan konsep akrual kecuali untuk laporan arus kas konsolidasian, dan menggunakan konsep biaya historis, kecuali seperti yang disebutkan dalam catatan atas laporan keuangan konsolidasian yang relevan.
The consolidated financial statements have been prepared on the accrual basis except for the consolidated statement of cash flows, and using the historical cost concept of accounting, except as disclosed in the relevant notes to the consolidated financial statements.
Laporan arus kas konsolidasian yang disajikan dengan menggunakan metode langsung, menyajikan penerimaan dan pengeluaran kas dan setara kas yang diklasifikasikan sebagai aktivitas operasi, investasi dan pendanaan.
The consolidated statements of cash flows, which have been prepared using the direct method, present receipts and disbursements of cash and cash equivalents classified into operating, investing and financing activities.
Mata uang penyajian yang digunakan dalam laporan keuangan konsolidasian adalah Rupiah yang merupakan mata uang fungsional Perseroan dan entitas anak.
The presentation currency used in the consolidated financial statements is Rupiah which is the Company and subsidiaries’ functional currency.
Tahun buku Grup 31 Desember.
-
The financial reporting period of the Group is January 1 - December 31.
Seluruh angka dalam laporan keuangan konsolidasian ini, dinyatakan dalam dan dibulatkan menjadi ribuan Rupiah, kecuali dinyatakan lain.
All figures in the consolidated financial statements are rounded to, and stated in, thousands of Rupiah, unless otherwise stated.
adalah
1
Januari
F-41
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
b. Prinsip-prinsip konsolidasian
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
b. Consolidation principles
Laporan keuangan konsolidasian meliputi laporan keuangan Perseroan dan entitas anak (“Grup”) seperti yang disebutkan pada Catatan 1b, dimana Perseroan baik secara langsung atau tidak langsung, memiliki lebih dari 50% kepemilikan saham dan dikendalikan oleh Perseroan.
The consolidated financial statements include the accounts of the Company and the subsidiaries (the “Group”) as mentioned in Note 1b, in which the Company owns more than 50% share ownership, either directly or indirectly and is controlled by the Company.
Entitas anak dikonsolidasi sejak tanggal akusisi, yaitu tanggal dimana Grup memperoleh pengendalian, dan tetap dikonsolidasi sampai pengendalian tersebut berhenti. Pengendalian dianggap ada apabila Grup memiliki, baik secara langsung atau tidak langsung melalui entitas anak, lebih dari 50% hak suara dari suatu entitas.
Subsidiaries are fully consolidated from the dates of acquisition, being the date on which the Group obtained control, and continue to be consolidated until the date such control ceases. Control is presumed to exist if the Group owns, directly or indirectly through subsidiaries, more than 50% of the voting power of an entity.
Semua transaksi dan saldo yang material antara Perseroan dengan setiap entitas anak dan antar entitas anak telah dieliminasi untuk menyajikan posisi keuangan dan hasil usaha Grup sebagai satu kesatuan usaha.
All material transactions and balances between the Company and each of the subsidiaries and between the subsidiaries are eliminated to reflect the financial position and the results of operations of the Group as one business entity.
Perubahan dalam bagian kepemilikan entitas induk pada entitas anak yang tidak mengakibatkan hilangnya pengendalian dicatat sebagai transaksi ekuitas (dalam hal ini transaksi dengan pemilik dalam kapasitasnya sebagai pemilik).
An increase or decrease in a parent's ownership interest that does not result in a loss of control is accounted for as an equity transaction, i.e. a transaction with owners in their capacity as owners.
Dalam keadaan tersebut, nilai tercatat kepentingan pengendali dan nonpengendali disesuaikan untuk mencerminkan perubahan bagian relatifnya atas entitas anak. Setiap perbedaan antara total kepentingan nonpengendali disesuaikan dan nilai wajar imbalan yang diberikan atau diterima diakui secara langsung dalam ekuitas dan diatribusikan pada pemilik entitas induk.
When the proportion of the equity held by noncontrolling interests changes, an entity shall adjust the carrying amounts of the controlling and non-controlling interests to reflect the changes in their relative interests in the subsidiary. The entity shall recognise directly in equity any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received, and attribute it to the owners of the parent entity.
F-42
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) b.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Prinsip-prinsip konsolidasian (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) b.
ACCOUNTING
Consolidation principles (continued)
Jika entitas induk kehilangan pengendalian atas entitas anak, maka Grup: x menghentikan pengakuan aset (termasuk setiap goodwill) dan liabilitas entitas anak; x menghentikan pengakuan jumlah tercatat setiap kepentingan nonpengendali pada entitas anak; x mengakui nilai wajar pembayaran yang diterima (jika ada) dari transaksi, peristiwa atau keadaan yang mengakibatkan hilangnya pengendalian; x mengakui setiap sisa investasi pada entitas anak terdahulu pada nilai wajarnya pada tanggal hilangnya pengendalian; x mereklasifikasi keuntungan atau kerugian yang sebelumnya telah diakui dalam pendapatan komprehensif lain ke laba rugi atau mengalihkan secara langsung ke saldo laba; x mengakui setiap perbedaan yang dihasilkan sebagai keuntungan atau kerugian dalam laba rugi yang dapat diatribusikan pada entitas induk.
In case of loss of control over a subsidiary, the Group: x derecognizes the assets (including goodwill) and liabilities of the subsidiary; x derecognizes the carrying amount of any non-controlling interest in the subsidiary;
Kepentingan nonpengendali mencerminkan bagian atas laba atau rugi dan aset neto dari entitas anak yang tidak dapat diatribusikan secara langsung maupun tidak langsung oleh Perseroan, yang masing-masing disajikan dalam laporan laba rugi komprehensif konsolidasian dan dalam ekuitas dalam laporan posisi keuangan konsolidasian, terpisah dari bagian yang dapat diatribusikan kepada pemilik entitas induk.
Non-controlling interest represents the portion of the profit or loss and net assets of the subsidiaries attributable to equity interests that are not owned directly or indirectly by the Company, which are presented in the consolidated statements of comprehensive income and under the equity section of the consolidated statements of financial position, respectively, separately from the corresponding portion attributable to the owners of the parent company.
Seluruh kerugian entitas anak diatribusikan kepada kepentingan nonpengendali bahkan jika hal ini mengakibatkan kepentingan nonpengendali mempunyai saldo defisit.
Losses of a non-wholly owned subsidiary are attributed to the non-controlling interest even if such losses result in a deficit balance for the non-controlling interest.
x recognizes the fair value of the consideration received (if any), from the transaction, event or circumstances that resulted in the loss of control; x recognizes the fair value of any investment retained at the date when control is lost; x reclassifies profit or loss previously recognized in other comprehensive income to profit of loss or retained earnings, as appropriate; x recognizes any resulting difference as a gain or loss in profit or loss attributable to the parent.
F-43
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) c.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Kombinasi bisnis
SUMMARY OF SIGNIFICANT POLICIES (continued) c.
ACCOUNTING
Business combinations
Kombinasi bisnis dicatat menggunakan metode akuisisi. Biaya perolehan suatu akuisisi diukur sebagai penjumlahan atas imbalan yang dialihkan, yang diukur pada nilai wajar pada tanggal akuisisi, dan jumlah atas kepentingan nonpengendali (“KNP”) di entitas yang diakuisisi. Biaya atas transaksi yang terjadi dibiayakan dan dicatat sebagai beban pada periode berjalan.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, measured at fair value at acquisition date, and amount of the non-controlling interest (“NCI”) in entities acquired. Transaction costs that occur are directly expensed and are recorded as an expense in the current period.
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. Hal ini termasuk pemisahan derivatif melekat dalam kontrak utama oleh pihak yang diakuisisi.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Dalam suatu kombinasi bisnis yang dilakukan secara bertahap, pihak pengakuisisi mengukur kembali kepentingan ekuitas yang dimiliki sebelumnya pada pihak yang diakuisisi pada nilai wajar pada tanggal akuisisi dan mengakui keuntungan atau kerugian yang dihasilkan sebagai laba rugi dalam laporan laba rugi komprehensif konsolidasian.
If the business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date and is recognized as gain or loss in the consolidated statement of comprehensive income.
Imbalan kontijensi yang dialihkan oleh pihak pengakuisisi diakui pada 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 (Revisi 2011), “Instrumen Keuangan: Pengakuan dan Pengukuran”. 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 either in profit and loss or other comprehensive income in accordance with PSAK No. 55 (Revised 2011), “Financial Instruments: Recognition and Measurement”. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
F-44
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) c.
d.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Kombinasi bisnis (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) c.
ACCOUNTING
Business combinations (continued)
Pada tanggal akuisisi, goodwill awalnya diukur pada harga perolehan yang merupakan selisih lebih nilai agregat dari imbalan yang dialihkan dan jumlah setiap KNP atas selisih jumlah dari aset teridentifikasi yang diperoleh dan liabilitas yang diambil alih. Jika imbalan tersebut kurang dari nilai wajar aset neto Entitas Anak yang diakuisisi, selisih tersebut diakui dalam laporan laba rugi komprehensif konsolidasian.
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 the consolidated statement of comprehensive income.
Setelah pengakuan awal, goodwill diukur sebesar biaya perolehan dikurangi dengan akumulasi penurunan nilai. Untuk tujuan penurunan nilai, goodwill yang diperoleh dari kombinasi bisnis, sejak tanggal akuisisi, dialokasikan ke setiap unit penghasil kas (“UPK”) yang diharapkan mendapatkan manfaat dari kombinasi bisnis tersebut, terlepas dari apakah aset dan liabilitas lainnya dari entitas yang diakuisisi ditetapkan ke unit penghasil kas tersebut.
After initial recognition, goodwill is measured at cost less accumulated impairment. For the purpose of impairment, goodwill acquired from business combinations, from the acquisition date, is allocated to each cash generating units (“CGU”) that are expected to benefit from the business combination, regardless of whether other assets and liabilities of the acquired entity was assigned to the cash generating unit.
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 unit 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.
Kombinasi bisnis entitas sepengendali
d.
Common control business combination
Efektif tanggal 1 Januari 2013, Grup menerapkan PSAK No. 38, ”Kombinasi bisnis entitas sepengendali” (PSAK No. 38). PSAK No. 38 tersebut terutama mengatur kombinasi bisnis yang melibatkan entitas sepengendali.
Effective January 1, 2013, the Group adopted PSAK No. 38, ”Common control business combination” (PSAK No. 38). PSAK No. 38 principally establishes business combination involving entities under common control.
Penerapan PSAK No. 38 ini tidak memberikan pengaruh yang signifikan terhadap pelaporan keuangan dan pengungkapan dalam laporan keuangan konsolidasian.
The adoption of PSAK No. 38 has no significant impact on the financial reporting and disclosures in the consolidated financial statements.
F-45
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) d.
Kombinasi (lanjutan)
bisnis
AKUNTANSI entitas
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
sepengendali
SUMMARY OF SIGNIFICANT POLICIES (continued) d.
ACCOUNTING
Common control business combination (continued)
Kombinasi bisnis antar entitas sepengendali diperlakukan sesuai dengan PSAK No. 38. Berdasarkan PSAK No. 38, transaksi kombinasi bisnis entitas sepengendali, berupa pengalihan bisnis yang dilakukan dalam rangka reorganisasi entitas-entitas yang berada di dalam suatu Grup yang sama, bukan merupakan perubahan kepemilikan dalam arti substansi ekonomi, sehingga transaksi tersebut tidak menimbulkan laba atau rugi bagi kelompok usaha secara keseluruhan ataupun bagi entitas individual dalam Grup tersebut.
Business combination involving entities under common control is accounted in accordance with PSAK No. 38. Under PSAK No. 38, business combination of entities under common control transactions, such as transfers of business conducted within the framework of the reorganization of the entities that are in the same Group, is not a change of ownership in terms of economic substance, so that the transaction does not result in a gain or loss for the Group as a whole or for individual entities within the Group.
Karena transaksi kombinasi bisnis entitas sepengandali tidak menyebabkan perubahan substansi ekonomi kepemilikan atas bisnis yang dipertukarkan, maka transaksi tersebut diakui pada jumlah tercatat berdasarkan metode penyatuan kepemilikan.
Since the business combination transaction of entities under common control does not result to change in the economic substance are exchanged ownership of the business, the transactions is recognized in the carrying amount based on the pooling of interest method.
Dalam menerapkan metode penyatuan kepemilikan, unsur-unsur laporan keuangan dari entitas yang bergabung, untuk periode terjadinya kombinasi bisnis entitas sepengendali dan untuk periode komparatif sajian, disajikan sedemikan rupa seolah-olah penggabungan tersebut telah terjadi sejak awal periode entitas yang bergabung berada dalam sepengendalian. Jumlah tercatat dari unsurunsur laporan keuangan tersebut merupakan jumlah tercatat dari entitas yang bergabung dalam kombinasi bisnis entitas sepengendali. Selisih antara imbalan yang dialihkan dan jumlah tercatat dari setiap transaksi kombinasi bisnis entitas sepengendali disajikan di ekuitas dalam pos tambahan modal disetor.
In applying the pooling-of-interests method, the components of the financial statements for the period during which the restructuring occurred and for other periods presented for comparison purposes, are presented in such a manner as if the restructuring has already happened since the beginning of the entity is under common control. The carrying values of the elements of those statements is the carrying amount of the joining entity in a business combination under common control. The difference between the consideration transferred and the carrying amount of any business combination under common control transactions in equity and presented at additional paid in capital.
F-46
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) e.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Transaksi dan saldo dalam mata uang asing
SUMMARY OF SIGNIFICANT POLICIES (continued) e.
Foreign balances
currency
ACCOUNTING
transactions
and
Laporan keuangan konsolidasian Grup disajikan dalam Rupiah, yang juga merupakan mata uang fungsional Perseroan. Setiap entitas anak menentukan mata uang fungsional dalam transaksi-transaksi yang termasuk dalam laporan keuangan pada setiap entitas diukur dengan mata uang fungsional tersebut.
The Group’s consolidated financial statements are presented in Rupiah, which is also the Company’s functional currency. Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transaksi dalam mata uang asing dicatat dalam Rupiah dengan menggunakan kurs yang berlaku pada tanggal transaksi. Pada tanggal pelaporan keuangan, aset dan liabilitas moneter dalam mata uang asing dijabarkan sesuai dengan rata-rata kurs jual dan beli yang diterbitkan oleh Bank Indonesia pada tanggal transaksi perbankan terakhir untuk periode/tahun yang bersangkutan, dan laba atau rugi kurs yang timbul, dikreditkan atau dibebankan pada laporan laba rugi komprehensif konsolidasian periode/tahun berjalan.
Transactions involving foreign currencies are recorded in Rupiah at the rates of exchange prevailing at the time the transactions are made. At the financial reporting dates, monetary assets and liabilities denominated in foreign currencies are adjusted to reflect the average of the selling and buying rates of exchange prevailing at the last banking transaction date of the period/year, as published by Bank Indonesia, and any resulting gains or losses are credited or charged to the current period/year consolidated statements of comprehensive income/loss.
Transaksi-transaksi non-moneter dalam mata uang asing yang diukur dengan metode biaya historis dijabarkan menggunakan kurs pada tanggal terjadinya transaksi. Transaksitransaksi non-moneter dalam mata uang asing yang diukur pada nilai wajar dijabarkan menggunakan kurs pada tanggal penentuan nilai wajar tersebut.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial tranasctions. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value determined.
Keuntungan dan kerugian dari selisih kurs yang timbul dari transaksi dalam mata uang asing dan penjabaran aset dan liabilitas moneter dalam mata uang asing ke mata uang Rupiah dibebankan pada laba rugi periode berjalan, kecuali keuntungan dan kerugian selisih kurs yang timbul dari aset keuangan dalam mata uang asing yang merupakan lindung nilai atas komitmen pengeluaran modal. Keuntungan dan kerugian selisih kurs tersebut akan diakui dalam ekuitas hingga pengakuan atas aset tersebut, pada saat itu keuntungan dan kerugian selisih kurs tersebut akan diakui sebagai bagian dari biaya perolehan aset.
Exchange gains and losses arising on foreign currency transactions and on the translation of foreign currency monetary assets and liabilities into Rupiah are recognized in the current period’s profit or loss, with the exception of exchange differences on foreign currency financial assets that provide a hedge against capital expenditure commitment. These are recognized directly to equity until the recognition of the assets, at which time they are recognized as part of the assets acquisition costs.
F-47
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) e.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Transaksi dan saldo dalam mata uang asing (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) e.
Foreign currency balances (continued)
ACCOUNTING
transactions
and
The exchange rates used as of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 were as follows (full amount in Rupiah):
Pada tanggal 30 Juni 2013, 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009, nilai tukar yang digunakan adalah sebagai berikut (nilai penuh dalam Rupiah):
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Rupiah/1 Dolar AS Rupiah/1 Euro
f.
9.929 12.977
2012 9.670 12.810
2011 9.068 11.739
Instrumen keuangan i.
2010 8.991 11.950
f.
Aset keuangan
2009 9.400 13.510
Rupiah/1 US Dollar Rupiah/1 Euro
Financial instruments i.
Financial assets
Pengakuan awal dan pengukuran
Initial recognition and measurement
Aset keuangan dalam ruang lingkup PSAK No. 55 (Revisi 2011) diklasifikasikan sebagai salah satu dari aset keuangan yang diukur pada nilai wajar melalui laba rugi, pinjaman yang diberikan dan piutang, investasi dimiliki hingga jatuh tempo, dan aset keuangan tersedia untuk dijual, mana yang sesuai. Grup menetapkan klasifikasi aset keuangan saat pengakuan awal dan, jika diperbolehkan dan sesuai, akan melakukan evaluasi atas klasifikasi ini pada setiap akhir tahun keuangan.
Financial assets within the scope of PSAK No. 55 (Revised 2011) are classified as financial assets at fair value through profit or loss, loans and receivables, held-tomaturity investments, or available-for-sale financial assets, as appropriate. The Group determines the classification of its financial assets at initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end.
Pada saat pengakuan awalnya, aset keuangan diukur pada nilai wajar, dan dalam hal aset keuangan tidak diukur pada nilai wajar melalui laba rugi, ditambah dengan biaya transaksi yang dapat diatribusikan secara langsung.
Financial assets initially are measured at fair value, and in the case of financial assets not at fair value through profit or loss, plus directly attributable transaction costs.
Pengukuran setelah pengakuan awal
Subsequent measurement
Aset keuangan Grup mencakup kas dan setara kas, kas dan setara kas yang dibatasi penggunannya, piutang usaha pihak ketiga, piutang lain-lain - pihak ketiga dan pihak berelasi, pinjaman kepada pihak berelasi yang diklasifikasikan sebagai pinjaman yang diberikan dan piutang serta investasi saham yang diklasifikasikan sebagai aset keuangan tersedia untuk dijual.
The Group’s financial assets include cash and cash equivalents, restricted cash and cash equivalents, trade receivables - third parties, other receivables third parties and related parties, loans to related parties that are classified as loans and receivables, and investment in shares of stock that are classified as available-for-sale financial assets.
F-48
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan) i.
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
Aset keuangan (lanjutan)
ACCOUNTING
Financial instruments (continued) i.
Financial assets (continued)
Pengukuran setelah pengakuan awal (lanjutan)
Subsequent measurement (continued)
Pinjaman yang diberikan dan piutang adalah aset keuangan non-derivatif dengan pembayaran tetap atau telah ditentukan dan tidak memiliki kuotasi di pasar aktif. Setelah pengakuan awal, aset keuangan tersebut selanjutnya diukur sebesar biaya perolehan diamortisasi dengan menggunakan metode suku bunga efektif (SBE). Amortisasi tingkat bunga efektif dan kerugian penurunan nilai diakui sebagai laba atau rugi.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Effective interest rate amortization and loss on impairment are recognized in profit or loss.
Aset keuangan tersedia untuk dijual adalah aset keuangan non-derivatif yang ditetapkan sebagai tersedia untuk dijual atau yang tidak diklasifikasikan dalam tiga kategori sebelumnya. Setelah pengukuran awal, aset keuangan tersedia untuk dijual diukur dengan nilai wajar dengan keuntungan atau kerugian yang belum terealisasi diakui dalam ekuitas sampai investasi tersebut dihentikan pengakuannya. Pada saat itu, keuntungan atau kerugian kumulatif yang sebelumnya diakui dalam ekuitas akan direklasifikasi ke dalam laba atau rugi.
Financial assets available for sale are non-derivative financial assets that are designated as available for sale or are not classified in any of the three previous categories. After initial measurement, financial assets available for sale are measured at fair value with unrealized gains or losses recognized in equity until the investment is derecognized. At that time, the cumulative gain or loss previously recognized in equity shall be reclassified into profit or loss.
Perseroan dan entitas anak (KSA, MMS dan SML) memiliki investasi yang diklasifikasikan sebagai aset keuangan tersedia untuk dijual yaitu investasi saham yang nilai wajarnya tidak tersedia dengan pemilikan modal kurang dari 20%. Dengan demikian, investasi tersebut dinyatakan sebesar biaya perolehan.
The Company and subsidaries (KSA, MMS and SML) have investment classified as financial assets available-forsale which is investment in share of stock that do not have readily determinable fair value in which the equity interest is less than 20%. Therefore, the investment is carried at cost.
F-49
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan) i.
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
Aset keuangan (lanjutan)
ACCOUNTING
Financial instruments (continued) i.
Financial assets (continued)
Penghentian pengakuan
Derecognition
Grup menghentikan pengakuan aset keuangan, jika dan hanya jika, hak kontraktual untuk menerima arus kas yang berasal dari aset keuangan tersebut berakhir; atau Grup memindahkan hak untuk menerima arus kas yang berasal dari aset keuangan atau menanggung kewajiban untuk membayarkan arus kas yang diterima tersebut secara penuh tanpa penundaan berarti kepada pihak ketiga dibawah kesepakatan pelepasan (pass through arrangement); dan (a) Grup telah memindahkan secara substansial seluruh risiko dan manfaat atas aset, atau (b) Grup tidak memindahkan maupun tidak memiliki secara substansial seluruh risiko dan manfaat atas aset, namun telah memindahkan pengendalian atas aset.
The Group derecognizes a financial asset if, and only if, the contractual rights to receive cash flows from the asset have expired; or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Penurunan nilai aset keuangan
Impairment of financial assets
Pada setiap tanggal pelaporan, Grup melakukan penilaian apakah terdapat bukti yang obyektif bahwa suatu aset keuangan atau kelompok aset keuangan dianggap mengalami penurunan nilai jika dan hanya jika, ada bukti yang obyektif mengenai penurunan nilai sebagai akibat dari satu atau lebih peristiwa yang terjadi setelah pengakuan awal dari aset (pada saat terjadinya ‘peristiwa kerugian’) dan bahwa peristiwa kerugian tersebut memiliki dampak pada estimasi arus kas masa depan dari aset keuangan atau kelompok aset keuangan yang dapat diestimasi secara handal.
The Group assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is deemed to be impaired if and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (as incurred ‘loss event’) and that the loss event has an impact on the estimated future cash flows of the financial assets or group of financial assets that can be realibly estimated.
F-50
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan) i.
f.
Aset keuangan (lanjutan) Penurunan (lanjutan)
nilai
aset
SUMMARY OF SIGNIFICANT POLICIES (continued)
Financial instruments (continued) i.
keuangan
ACCOUNTING
Financial assets (continued) Impairment (continued)
of
financial
assets
Grup pertama kali menentukan apakah terdapat bukti obyektif mengenai penurunan nilai secara individual atas aset keuangan yang signifikan secara individual, dan untuk aset keuangan yang tidak signifikan secara individual ditentukan penurunan nilai secara kolektif. Jika Grup menentukan tidak terdapat bukti obyektif mengenai penurunan nilai atas aset keuangan yang dinilai secara individual, terlepas aset keuangan tersebut signifikan atau tidak, maka entitas memasukkan aset tersebut 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.
The Group first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in financial assets with similar credit risk characteristics and collectively assesses them 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.
Grup mengevaluasi apakah terdapat bukti obyektif mengenai penurunan nilai secara individual dan kolektif. Jika terdapat bukti obyektif bahwa kerugian penurunan nilai telah terjadi atas aset keuangan yang dicatat berdasarkan biaya perolehan diamortisasi, maka jumlah kerugian tersebut diukur sebagai selisih antara nilai tercatat aset dengan nilai kini estimasi arus kas masa datang yang didiskonto menggunakan suku bunga efektif yang berlaku di pasar dari aset keuangan tersebut. Nilai tercatat aset keuangan tersebut dikurangi menggunakan pos cadangan. Jumlah kerugian yang terjadi diakui pada laba atau rugi.
The Group assesses whether objective evidence of impairment exists individually and collectively. If there is objective evidence that an impairment loss on financial assets carried at amortized cost has been incurred, 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 financial asset's original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognized profit or loss.
F-51
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan) i.
f.
Aset keuangan (lanjutan) Penurunan (lanjutan)
nilai
aset
Aset keuangan dicatat perolehan diamortisasi
SUMMARY OF SIGNIFICANT POLICIES (continued)
Financial instruments (continued) i.
keuangan pada
ACCOUNTING
Financial assets (continued) Impairment (continued)
of
financial
assets
Financial assets carried at amortized cost
biaya
Ketika aset tidak tertagih, nilai tercatat atas aset keuangan yang telah diturunkan nilainya dikurangi secara langsung atau jika ada suatu jumlah telah dibebankan ke pos cadangan, jumlah tersebut dihapusbukukan terhadap nilai tercatat aset keuangan tersebut.
When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset.
Untuk menentukan adanya bukti obyektif bahwa kerugian penurunan nilai telah terjadi, Grup mempertimbangkan faktorfaktor misalnya probabilitas kebangkrutan atau kesulitan keuangan yang signifikan dari debitur dan gagal bayar atau keterlambatan pembayaran yang signifikan.
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred; the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.
Jika pada periode berikutnya, jumlah kerugian penurunan nilai berkurang dan pengurangan tersebut dapat dikaitkan secara obyektif pada peristiwa yang terjadi setelah penurunan nilai diakui, maka kerugian penurunan nilai yang sebelumnya diakui harus dipulihkan sepanjang pemulihan tersebut tidak mengakibatkan nilai tercatat aset keuangan melebihi biaya perolehan diamortisasi pada tanggal pemulihan dilakukan. Jumlah pemulihan aset keuangan diakui pada laba atau rugi.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortized cost at the reversal date. The amount of reversal is recognized in profit or loss.
F-52
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan) i.
f.
Aset keuangan (lanjutan) Penurunan (lanjutan)
nilai
Aset keuangan perolehan
aset
dicatat
SUMMARY OF SIGNIFICANT POLICIES (continued)
Financial instruments (continued) i.
keuangan pada
Financial assets (continued) Impairment (continued)
of
financial
assets
Financial assets carried at cost
biaya
When there is objective evidence that an impairment loss has occurred, the amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset (excluding future expected credit losses that have not yet been incurred).
Jika terdapat bukti obyektif bahwa kerugian penurunan nilai telah terjadi, maka jumlah kerugian penurunan nilai diukur berdasarkan selisih antara nilai tercatat aset keuangan dengan nilai kini dan estimasi arus kas masa mendatang yang didiskontokan pada tingkat pengembalian yang berlaku di pasar untuk aset keuangan serupa (tidak termasuk ekspektasi kerugian kredit masa datang yang belum terjadi). ii.
ACCOUNTING
Liabilitas keuangan
ii.
Financial liabilities
Pengakuan awal dan pengukuran
Initial recognition and measurement
Liabilitas keuangan dalam ruang lingkup PSAK No. 55 (Revisi 2011) diklasifikasikan sebagai liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi, liabilitas keuangan yang diukur pada biaya perolehan yang diamortisasi atau derivatif yang ditetapkan sebagai instrumen lindung nilai dalam lindung nilai yang efektif, mana yang sesuai. Pada tanggal pelaporan, Grup tidak memiliki liabilitas keuangan selain yang diklasifikasikan sebagai liabilitas keuangan yang diukur pada biaya perolehan yang diamortisasi. Grup menetapkan klasifikasi atas liabilitas keuangan pada saat pengakuan awal.
Financial liabilities within the scope of PSAK No. 55 (Revised 2011) are classified as financial liabilities at fair value through profit or loss, financial liabilities measured at amortized cost, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. As at the reporting dates, the Group has no other financial liabilities other than those classified as financial liabilities measured at amortized cost. The Group determines the classification of its financial liabilities at initial recognition.
Pengakuan awal liabilitas keuangan dalam bentuk liabilitas keuangan yang diukur pada biaya perolehan yang diamortisasi dicatat pada nilai wajar, termasuk biaya transaksi yang dapat diatribusikan secara langsung.
Financial liabilities in the form of financial liabilities measured at amortized cost are initially recognized at their fair values, inclusive of directly attributable transaction costs.
F-53
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan) ii.
f.
Liabilitas keuangan (lanjutan) Pengakuan (lanjutan)
awal
dan
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
Financial instruments (continued) ii.
Financial liabilities (continued)
pengukuran
Initial recognition and measurement (continued)
Liabilitas keuangan Grup mencakup utang usaha - pihak berelasi dan pihak ketiga, beban akrual, liabilitas imbalan kerja karyawan jangka pendek, utang lain-lain pihak berelasi dan pihak ketiga, liabilitas pembiayaan konsumen, liabilitas sewa pembiayaan, dan utang bank yang diklasifikasikan sebagai liabilitas keuangan yang diukur pada biaya perolehan diamortisasi.
The Group’s financial liabilities include trade payables - related parties and third parties, accrued expenses, short-term employee benefit liabilities, other payables - related parties and third parties, consumer finance liabilities, finance lease liabilities, and bank loans which classified as financial liabilities are measured at amortized cost.
Pengukuran setelah pengakuan awal
Subsequent measurement
Setelah pengakuan awal, seluruh liabilitas keuangan yang diukur pada biaya perolehan diamortisasi dengan menggunakan metode bunga efektif, kecuali untuk derivatif, yang diukur pada nilai wajar, kecuali efek diskonto akan tidak material, dalam hal mereka dinyatakan sebesar biaya perolehan.
Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method, except for derivatives, which are measured at fair value, unless the effect of discounting would be immaterial, in which case they are stated at cost.
Keuntungan dan kerugian diakui dalam laba rugi pada saat liabilitas dihentikan pengakuannya serta melalui proses amortisasi.
Gains and losses are recognized in profit or loss when the liabilities are derecognized and through the amortization process.
Penghentian pengakuan
Derecognition
Liabilitas keuangan dihentikan pengakuannya ketika liabilitas yang ditetapkan dalam kontrak dihentikan atau dibatalkan atau kadaluwarsa. Ketika liabilitas keuangan saat ini digantikan dengan yang lain dari pemberi pinjaman yang sama dengan persyaratan yang berbeda secara substansial, atau modifikasi secara substansial atas ketentuan liabilitas keuangan yang saat ini ada, maka pertukaran atau modifikasi tersebut dicatat sebagai penghapusan liabilitas keuangan awal dan pengakuan liabilitas keuangan baru, dan selisih antara nilai tercatat liabilitas keuangan tersebut diakui dalam laba rugi.
A financial liability is derecognized when the obligation specified in the contract is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
F-54
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
iii. Saling hapus instrumen keuangan
ACCOUNTING
Financial instruments (continued) iii. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount are reported in the consolidated statements of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
Aset keuangan dan liabilitas keuangan saling hapus dan nilai neto dilaporkan dalam laporan posisi keuangan konsolidasian jika, dan hanya jika, terdapat hak legal untuk saling hapus jumlah yang diakui dan ada intensi untuk menyelesaikan pada jumlah neto, atau untuk merealisasikan aset dan menyelesaikan liabilitas pada saat bersamaan. iv. Nilai wajar instrumen keuangan
iv. Fair value of financial instruments
Nilai wajar instrumen keuangan yang diperdagangkan di pasar aktif pada setiap tanggal pelaporan ditentukan dengan mengacu pada kuotasi harga pasar atau kuotasi harga pedagang efek (harga penawaran untuk posisi beli dan harga permintaan untuk posisi jual), tidak termasuk pengurangan apapun untuk biaya transaksi.
The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long position and ask price for short position), without any deduction for transaction costs.
Untuk instrumen keuangan yang tidak memiliki pasar aktif, nilai wajar ditentukan dengan menggunakan teknik penilaian. Teknik penilaian mencakup penggunaan transaksi pasar terkini yang dilakukan secara wajar oleh pihak-pihak yang berkeinginan dan memahami (recent arm’s length market transactions); penggunaan nilai wajar terkini instrumen lain yang secara substansial sama; analisa arus kas yang didiskonto; atau model penilaian lain.
For financial instruments where there is no active market, fair value is determined using valuation techniques. Such techniques may include using recent arm’s length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis, or other valuation models.
F-55
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) g.
h.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Kas dan setara kas
SUMMARY OF SIGNIFICANT POLICIES (continued) g.
Cash and cash equivalents
Kas dan setara kas terdiri dari kas dan bank serta deposito berjangka dengan jatuh tempo kurang dari tiga (3) bulan dan tidak digunakan sebagai jaminan atas pinjaman dan tidak dibatasi penggunaannya. Untuk tujuan laporan arus kas, kas dan setara kas terdiri dari kas dan bank dan deposito berjangka sebagaimana didefinisikan diatas.
Cash and cash equivalents consist of cash on hand and in banks, and short-term deposits with maturities within three (3) months or less and not pledged as collateral and are not restricted. For the purpose of the statements of cash flows, cash and cash equivalents consist of cash on hand and in banks and short-term deposits as defined above.
Kas yang dibatasi penggunaannya disajikan secara terpisah dari kas dan setara kas.
Restricted cash accounts are presented separately from cash and cash equivalents.
Biaya dibayar di muka
h.
Prepaid expenses Prepaid expenses are amortized over the expected period of benefit on a straight-line basis.
Biaya dibayar di muka diamortisasi selama masa manfaat masing-masing biaya dengan menggunakan metode garis lurus. i.
ACCOUNTING
Persediaan
i.
Inventories
Persediaan diakui sebesar nilai yang lebih rendah antara biaya perolehan atau nilai realisasi neto. Biaya perolehan persediaan ditentukan dengan menggunakan metode biaya rata-rata yang meliputi seluruh biayabiaya yang terjadi untuk memperoleh persediaan tersebut sampai ke lokasi dan kondisinya saat ini. Nilai realisasi neto persediaan adalah estimasi harga jual dalam kegiatan usaha biasa dikurangi estimasi biaya penyelesaian dan estimasi biaya yang diperlukan untuk membuat penjualan.
Inventories are stated at the lower of cost or net realizable value. Cost is determined on the average cost method and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventory to its present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Cadangan persediaan usang ditentukan berdasarkan hasil penelaahan terhadap kondisi persediaan pada tanggal pelaporan.
Allowance for inventory obsolescence is provided based on a review of the condition of inventories at the reporting dates.
F-56
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) j.
k.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Tanaman perkebunan
SUMMARY OF SIGNIFICANT POLICIES (continued) j.
ACCOUNTING
Plantation assets
Tanaman perkebunan dikelompokkan menjadi tanaman belum menghasilkan dan tanaman menghasilkan.
Plantation assets are classified as immature plantations and mature plantations.
Tanaman belum menghasilkan
Immature plantations
Seluruh biaya yang berhubungan dengan pengembangan perkebunan kelapa sawit milik Perusahaan (perkebunan) termasuk alokasi biaya tidak langsung, yang meliputi biaya umum dan administrasi untuk pengembangan tanaman belum menghasilkan, serta biaya pinjaman sehubungan dengan pinjaman yang digunakan untuk membiayai pengembangan perkebunan dikapitalisasi sampai produksi komersial telah dicapai. Biaya-biaya tersebut akan dipindahkan ke tanaman menghasilkan sejak produksi komersial dimulai.
All costs relating to the development of the oil palm plantations for the Company’s own operations (plantations) together with a portion of indirect overheads, including general and administrative expenses and borrowing costs incurred in relation to loans used in financing for development of immature plantations are capitalized until commercial production is achieved. These costs will be transferred to mature plantations starting from the commencement of commercial production.
Tanaman menghasilkan
Mature plantations
Secara umum, tanaman kelapa sawit memerlukan jangka waktu sekitar 3 sampai 4 tahun sejak penanaman bibit di area perkebunan untuk menjadi tanaman menghasilkan. Jangka waktu untuk menjadi tanaman menghasilkan tergantung pada tingkat pertumbuhan tanaman dan penilaian manajemen.
In general, an oil palm plantation takes about 3 to 4 years to reach maturity from the time seedling is planted into the field. Actual time to maturity is dependent upon vegetative growth and is assessed by management.
Tanaman menghasilkan dicatat sebesar biaya perolehan dan diamortisasi selama dua puluh (20) tahun terhitung sejak produksi komersial dimulai.
Mature plantations are stated at cost and are amortized over the twenty (20) years starting from the commencement of commercial production.
Aset tetap
k.
Fixed assets
Seluruh aset tetap awalnya diakui sebesar biaya perolehan, yang terdiri atas harga perolehan dan biaya-biaya tambahan yang dapat diatribusikan langsung untuk membawa aset ke lokasi dan kondisi yang diinginkan supaya aset tersebut siap digunakan sesuai dengan maksud manajemen.
All fixed assets are initially recognized at cost, which comprises its purchase price and any costs directly attributable in bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Setelah pengakuan awal, aset tetap, kecuali tanah, dinyatakan pada biaya perolehan dikurangi akumulasi penyusutan dan akumulasi rugi penurunan nilai.
Subsequent to initial recognition, fixed assets, except for land, are carried at cost less any subsequent accumulated depreciation and impairment losses.
F-57
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) k.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Aset tetap (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) k.
ACCOUNTING
Fixed assets (continued)
Biaya perolehan termasuk biaya penggantian bagian aset tetap saat biaya tersebut terjadi, jika memenuhi kriteria pengakuan. Selanjutnya, jika dilakukan penggantian yang signifikan, biaya penggantian itu diakui ke dalam jumlah tercatat (“carrying amount”) aset tetap sebagai suatu penggantian jika memenuhi kriteria pengakuan. Semua biaya pemeliharaan dan perbaikan yang tidak memenuhi kriteria pengakuan diakui dalam laba rugi.
Cost includes the cost of replacing part of the fixed assets when that cost is incurred, if the recognition criteria are met. Likewise, when a major replacement is performed, its cost is recognized in the carrying amount of the fixed assets as a replacement if the recognition criteria are satisfied. All other repairs and maintenance costs that do not meet the recognition criteria are recognized in profit or loss.
Tanah dicatat sebesar biaya perolehan dan tidak didepresiasi.
Land is stated at cost and is not depreciated.
Penyusutan aset tetap dimulai pada saat aset tersebut siap untuk digunakan sesuai maksud penggunaannya dan dihitung dengan menggunakan metode garis lurus berdasarkan estimasi umur manfaat ekonomi dan tarif depresiasi sebagai berikut:
Depreciation of an asset starts when it is available for use and is computed using the straight line method based on the estimated useful lives and depreciation rate of the assets as follows:
Estimasi umur manfaat (tahun)/ Estimated useful lives (years) Bangunan Prasarana Kendaraan dan alat berat Mesin dan peralatan Perabotan dan perlengkapan kantor
10 - 20 10 5 8 5
Tarif/ Rate 5% - 10% 10% 20% 12,5% 20%
Buildings Infrastructure Vehicles and heavy equipments Machinery and equipments Furniture and fixtures
Biaya pinjaman yang secara langsung dapat diatribusikan dengan perolehan, konstruksi atau produksi suatu aset tertentu dikapitalisasi sebagai bagian dari biaya perolehan aset tersebut. Kapitalisasi biaya pinjaman diakhiri ketika aset kualifikasian telah selesai dan siap digunakan.
Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of those assets. Capitalization of borrowing costs ceases when the qualifying assets are complete and ready for service.
Aset dalam penyelesaian merupakan akumulasi biaya bahan dan biaya relevan lainnya sampai dengan tanggal dimana aset tersebut telah selesai dan siap untuk digunakan. Biaya-biaya tersebut direklasifikasi ke aset tetap yang bersangkutan ketika aset tersebut telah siap dipakai.
Construction in progress represents the accumulated costs of materials and other relevant costs up to the date when the asset is complete and ready for service. These costs are reclassified to the respective fixed asset accounts when the asset has been made ready for use.
F-58
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) k.
l.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Aset tetap (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) k.
ACCOUNTING
Fixed assets (continued)
Aset tetap dihentikan pengakuannya pada saat dilepaskan atau saat tidak ada manfaat ekonomis masa depan yang diharapkan dari penggunaan atau pelepasannya. Keuntungan atau kerugian yang timbul dari penghentian pengakuan aset (dihitung sebagai perbedaan antara hasil neto pelepasan dan jumlah tercatat dari aset) dimasukkan dalam laba rugi pada periode/tahun aset tersebut dihentikan pengakuannya.
An item of fixed assets is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period/year the asset is derecognized.
Pada setiap akhir tahun buku, nilai residu, umur manfaat dan metode penyusutan ditelaah kembali, dan jika sesuai dengan keadaan, disesuaikan secara prospektif.
The asset’s residual values, useful lives and methods of depreciation are reviewed, and adjusted prospectively if appropriate, at each financial year end.
Biaya pinjaman
l.
Borrowing cost
Biaya pinjaman yang dapat diatribusikan langsung dengan perolehan, pembangunan, atau pembuatan aset kualifikasian dikapitalisasi sebagai bagian biaya perolehan aset tersebut. Biaya pinjaman lainnya diakui sebagai beban pada saat terjadi. Biaya pinjaman terdiri dari biaya bunga dan biaya keuangan lain yang ditanggung Grup sehubungan dengan peminjaman dana.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of the related asset. Otherwise, borrowing costs are recognized as expenses when incurred. Borrowing costs consist of interests and other financing charges that the Group incurs in connection with the borrowing of funds.
Kapitalisasi biaya pinjaman dimulai pada saat aktivitas yang diperlukan untuk mempersiapkan aset agar dapat digunakan sesuai dengan maksudnya sedang terjadi serta pengeluaran untuk aset kualifikasian dan biaya pinjaman telah terjadi. Kapitalisasi biaya pinjamannya dihentikan pada saat selesainya secara substansi seluruh aktivitas yang diperlukan untuk mempersiapkan aset kualifikasian agar dapat digunakan sesuai dengan maksudnya.
Capitalization of borrowing costs commences when the activities to prepare the qualifying asset for its intended use are in progress and the expenditures for the qualifying assets and the borrowing costs have been inccured. Capitalization of borrowing costs ceases when substansially all the activities necessary to prepare the qualifying assets are substantially completed for their intended use.
F-59
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
m. Penurunan nilai aset non-keuangan
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
m. Impairment of non-financial assets
Pada setiap akhir periode pelaporan, Grup menilai apakah terdapat indikasi suatu aset mengalami penurunan nilai. Jika terdapat indikasi tersebut atau pada saat pengujian tahunan atas penurunan nilai aset tertentu (yaitu aset tidak berwujud dengan umur manfaat tidak terbatas, aset tidak berwujud yang belum dapat digunakan, atau goodwill yang diperoleh dalam suatu kombinasi bisnis) diperlukan, maka Grup membuat estimasi atas 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 (i.e., an intangible asset with an indefinite useful life, an intangible asset not yet available for use, or goodwill acquired in a business combination) is required, the Group makes an estimate of the asset’s recoverable amount.
Jumlah terpulihkan suatu aset adalah jumlah yang lebih tinggi antara nilai wajar dari aset atau Unit Penghasil Kas (UPK) tersebut dikurangi biaya untuk menjual, dan nilai pakainya, dan nilai tersebut ditentukan untuk aset individual, kecuali aset tersebut tidak menghasilkan arus kas masuk yang sebagian besar independen dari aset lainnya atau kelompok aset lain. Jika nilai tercatat aset lebih besar dari nilai terpulihkannya, maka aset tersebut dianggap mengalami penurunan nilai dan nilai tercatat aset tersebut diturunkan menjadi sebesar nilai terpulihkan. Kerugian penurunan dari operasi yang berkelanjutan, jika ada, diakui dalam laba rugi sesuai dengan kategori biaya yang konsisten dengan fungsi dari aset yang diturunkan nilainya. Dalam menghitung nilai pakai, estimasi arus kas masa depan neto didiskontokan ke nilai kini dengan menggunakan tingkat diskonto sebelum pajak yang menggambarkan penilaian pasar kini dari nilai waktu uang dan risiko spesifik atas aset.
An asset’s recoverable amount is the higher of the asset’s or Cash Generating Unit (CGU)’s fair value less costs to sell and its value in use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses of continuing operations, if any, are recognized in profit or loss in those expense categories consistent with the function of the impaired asset. In assessing the value in use, the estimated net future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
F-60
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) m. Penurunan (lanjutan)
nilai
AKUNTANSI aset
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
SUMMARY OF SIGNIFICANT POLICIES (continued) m. Impairment (continued)
non-keuangan
of
ACCOUNTING
non-financial
assets
Untuk aset selain goodwill, penilaian dilakukan pada akhir setiap tanggal pelaporan apakah terdapat indikasi bahwa rugi penurunan nilai yang telah diakui dalam periode sebelumnya mungkin tidak ada lagi atau mungkin telah menurun. Jika indikasi dimaksud ditemukan, maka entitas mengestimasi jumlah terpulihkan aset tersebut. Kerugian penurunan nilai yang telah diakui dalam periode sebelumnya untuk aset selain goodwill dibalik hanya jika terdapat perubahan asumsi-asumsi yang digunakan untuk menentukan jumlah terpulihkan aset tersebut sejak rugi penurunan nilai terakhir diakui. Dalam hal ini, jumlah tercatat aset dinaikkan ke jumlah terpulihkannya. Pembalikan tersebut dibatasi sehingga jumlah tercatat aset tidak melebihi jumlah terpulihkannya maupun jumlah tercatat, neto setelah penyusutan, seandainya tidak ada rugi penurunan nilai yang telah diakui untuk aset tersebut pada periode/tahun sebelumnya. Pembalikan rugi penurunan nilai diakui dalam laba rugi. Setelah pembalikan tersebut, penyusutan aset tersebut disesuaikan di periode mendatang untuk mengalokasikan jumlah tercatat aset yang direvisi, dikurangi nilai sisanya, dengan dasar yang sistematis selama sisa umur manfaatnya.
For assets excluding goodwill, an assessment is made at each reporting dates as to whether there is any indication that previously recognized impairment losses 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 other than goodwill is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The reversal is limited so 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 period/year. Reversal of an impairment loss is recognized in profit or loss. After such a reversal, the depreciation charge on the 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.
Manajemen berkeyakinan bahwa tidak terdapat indikasi atas kemungkinan penurunan nilai potensial atas aset tetap, tanaman perkebunan dan aset non-keuangan tidak lancar lainnya yang disajikan dalam laporan perubahan posisi keuangan konsolidasian pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009.
Management believes that there is no indication of potential impairment in values of fixed assets, plantation and other non-current non-financial assets presented in the consolidated statements of financial position as of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009.
F-61
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) n.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Sewa
SUMMARY OF SIGNIFICANT POLICIES (continued) n.
ACCOUNTING
Leases
Grup mengklasifikasikan sewa berdasarkan sejauh mana risiko dan manfaat yang terkait dengan kepemilikan aset sewaan berada pada lessor atau lessee, dan pada substansi transaksi daripada bentuk kontraknya.
The Group classifies leases based on the extent to which risks and rewards incidental to the ownership of a leased asset are vested upon the lessor or the lessee, and the substance of the transaction rather than the form of the contract.
Sewa pembiayaan - sebagai lessee
Finance lease - as lessee
Suatu sewa diklasifikasikan sebagai sewa pembiayaan, jika sewa mengalihkan secara substantial seluruh risiko dan manfaat yang terkait dengan kepemilikan aset ke lessee. Sewa tersebut dikapitalisasi sejak awal masa sewa sebesar nilai wajar aset sewa pembiayaan atau, apabila lebih rendah, sebesar nilai kini dari pembayaran sewa minimum. Pembayaran sewa minimum harus dipisahkan antara bagian yang merupakan beban keuangan dan bagian yang merupakan pelunasan liabilitas, sedemikian rupa sehingga menghasilkan suatu tingkat suku bunga periodik yang konstan atas saldo liabilitas. Beban keuangan dicatat dalam laba rugi.
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the leased assets to lessee. Such leases are capitalized at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant periodic rate of interest on the remaining balance of liability. Finance charges are reflected in profit or loss.
Jika terdapat kepastian yang memadai bahwa lessee akan mendapatkan hak kepemilikan pada akhir masa sewa, aset sewa pembiayaan disusutkan berdasarkan estimasi umur manfaat aset tersebut. Jika tidak, maka aset sewa pembiayaan disusutkan selama periode yang lebih pendek antara estimasi umur manfaat aset sewa pembiayaan dan masa sewa. Selisih lebih hasil penjualan atas jumlah tercatat yang timbul dari transaksi jual dan sewa kembali ditangguhkan dan diamortisasi selama sisa masa sewa.
If there is a reasonable certainty that the lessee will obtain ownership by the end of the lease term, then, the leased assets are depreciated over their estimated useful lives. If not, then the capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Any excess of sales proceeds over the carrying amount on a sale and finance leaseback transaction is deferred and amortized over the lease term.
Sewa operasi - sebagai lessee
Operating lease - as lessee
Suatu sewa diklasifikasikan sebagai sewa operasi jika sewa tidak mengalihkan secara substansial seluruh risiko dan manfaat yang terkait dengan kepemilikan aset ke lessee. Dengan demikian, pembayaran sewa diakui sebagai beban pada operasi dengan menggunakan metode garis lurus (straight-line basis) selama masa sewa.
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of the leased asset to lessee. Accordingly, the related lease payments are recognized as expense in the operations over the lease term using the straight-line method.
F-62
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) n.
o.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Sewa (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) n.
ACCOUNTING
Leases (continued)
Sewa operasi - sebagai lessor
Operating lease - as lessor
Untuk sewa operasi, Perseroan dan entitas anak (KSA dan MMS) mengakui aset untuk sewa operasi di laporan posisi keuangan sesuai sifat aset tersebut. Biaya langsung awal sehubungan dengan proses negosiasi sewa operasi ditambahkan ke jumlah tercatat dari aset sewa dan diakui sebagai beban selama masa sewa dengan dasar yang sama dengan pendapatan sewa. Rental kontinjen, apabila ada, diakui sebagai pendapatan pada periode terjadinya. Pendapatan sewa operasi diakui sebagai pendapatan atas dasar garis lurus selama masa sewa.
Under an operating lease, the Company and its subsidiaries (KSA and MMS) present assets subject to operating lease in their statement of financial position according to the nature of the asset. 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. Contingent rent, if any, is recognized as revenue in the periods in which they are earned. Lease income from operating leases is recognized as income on a straight- line basis over the lease terms.
Pajak penghasilan badan
o.
Corporate income tax
Beban pajak tahun berjalan ditetapkan berdasarkan taksiran penghasilan kena pajak tahun berjalan dihitung menggunakan tarif pajak yang berlaku.
Current tax expense is provided based on the estimated taxable income for the current year computed using prevailing tax rates.
Sebelum 1 Januari 2012, Grup menyajikan penyesuaian pajak penghasilan dari tahuntahun sebelumnya, jika ada, sebagai bagian dari "(beban)/pendapatan usaha lainnya" dalam laporan laba rugi komprehensif konsolidasian. Efektif 1 Januari 2012, Grup menerapkan PSAK No. 46 (Revisi 2010), yang mensyaratkan penyesuaian pajak penghasilan dari tahun-tahun sebelumnya, jika ada, disajikan sebagai bagian dari "(beban)/manfaat pajak penghasilan badan" dalam laporan laba rugi komprehensif konsolidasian.
Prior to January 1, 2012, the Group presented adjustments of income tax from previous years, if any, as part of “other operating (expenses)/income” in the consolidated statement of comprehensive income. Effective on January 1, 2012, the Group applied PSAK No. 46 (Revised 2010), which requires adjustments of income tax from previous years, if any, to be presented as part of “Corporate income tax (expense)/benefit” in the consolidated statement of comprehensive income.
Aset dan liabilitas pajak tangguhan diakui dengan menggunakan metode liabilitas atas perbedaan temporer aset dan liabilitas antara pelaporan komersial dan pajak pada setiap tanggal pelaporan.
Deferred tax assets and liabilities using liabilities method are recognized for temporary differences between the financial and the tax bases of assets and liabilities at each reporting date.
Aset pajak tangguhan diakui untuk seluruh perbedaan temporer yang boleh dikurangkan dan saldo rugi fiskal yang belum dikompensasikan, sepanjang perbedaan temporer dan rugi fiskal yang belum dikompensasikan tersebut dapat dimanfaatkan untuk mengurangi laba fiskal pada masa yang akan datang.
Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused tax losses to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and carry forward of unused tax losses can be utilized.
F-63
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) o.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Pajak penghasilan badan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) o.
ACCOUNTING
Corporate income tax (continued)
Jumlah tercatat aset pajak tangguhan ditelaah pada setiap tanggal pelaporan dan nilai tercatat aset pajak tangguhan tersebut diturunkan apabila tidak lagi terdapat kemungkinan besar bahwa laba fiskal yang memadai akan tersedia untuk mengkompensasi sebagian atau semua manfaat aset pajak tangguhan.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the benefit of the deferred tax assets to be utilized.
Aset dan liabilitas pajak tangguhan diukur berdasarkan tarif pajak yang akan berlaku pada tahun saat aset direalisasikan atau liabilitas diselesaikan berdasarkan peraturan perpajakan yang berlaku atau yang telah secara substantif telah diberlakukan pada akhir periode pelaporan. Pengaruh pajak terkait dengan penyisihan untuk dan/atau pembalikan seluruh perbedaan temporer selama tahun berjalan, termasuk pengaruh perubahan tarif pajak, diakui sebagai “Manfaat/(Beban) Pajak Penghasilan, Tangguhan” dan termasuk dalam laba atau rugi neto tahun berjalan, kecuali untuk transaksi-transaksi yang sebelumnya telah langsung dibebankan atau dikreditkan ke ekuitas.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled based on tax laws that have been enacted or substantively enacted by the end of the reporting period. The related tax effects of the provisions for and/or reversals of all temporary differences during the year, including the effect of change in tax rates, are recognized as “Income Tax Benefit/(Expense), Deferred” and included in the determination of net profit or loss for the year, except to the extent that they relate to items previously charged or credited to equity.
Aset dan liabilitas pajak penghasilan tangguhan dapat saling hapus apabila terdapat hak yang berkekuatan hukum untuk melakukan saling hapus antara aset pajak kini dengan liabilitas pajak kini dan apabila aset dan liabilitas pajak penghasilan tangguhan dikenakan oleh otoritas perpajakan yang sama, baik atas entitas kena pajak yang sama ataupun berbeda dan adanya niat untuk melakukan penyelesaian saldo-saldo tersebut secara neto.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Perubahan terhadap kewajiban perpajakan diakui pada saat penetapan pajak diterima atau jika Grup mengajukan keberatan, pada saat keputusan atas keberatan telah ditetapkan. Jumlah tambahan pokok dan denda pajak yang ditetapkan dengan Surat Ketetapan Pajak (“SKP”) diakui sebagai pendapatan atau beban dalam laporan laba rugi komprehensif konsolidasian periode berjalan, kecuali jika diajukan keberatan/banding. Jika Grup mengajukan keberatan/banding, jumlah tambahan pokok pajak dan denda yang ditetapkan dengan SKP ditangguhkan pembebanannya sepanjang memenuhi kriteria pengakuan aset.
Amendments to tax obligations are recorded when an assessment is received or, if appealed against by the Group, when the result of the appeal is determined. The additional taxes and penalty imposed through Tax Assessment Letter (“SKP”) are recognized as income or expense in the current period of the consolidated statement of comprehensive income,unless objection/appeal action is taken. If the Group submit the objection/appeal, the additional taxes and penalty imposed through SKP are deferred as long as they meet the asset recognition criteria.
F-64
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) p.
q.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Provisi
SUMMARY OF SIGNIFICANT POLICIES (continued) p.
ACCOUNTING
Provisions
Provisi diakui jika Grup memiliki liabilitas kini (baik bersifat hukum maupun bersifat konstruktif) yang akibat peristiwa masa lalu besar kemungkinannya penyelesaian liabilitas tersebut mengakibatkan arus keluar sumber daya yang mengandung manfaat ekonomi dan estimasi yang andal mengenai jumlah liabilitas tersebut dibuat.
Provisions are recognized when the Group has a present obligation (legal or constructive) where, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisi ditelaah pada setiap akhir periode pelaporan dan disesuaikan untuk mencerminkan estimasi kini terbaik. Jika tidak terdapat kemungkinan arus keluar sumber daya yang mengandung manfaat ekonomi untuk menyelesaikan liabilitas tersebut, provisi dibatalkan.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.
Liabilitas imbalan kerja karyawan
q.
Employee benefit liabilities
Imbalan kerja jangka pendek
Short-term employee benefit
Imbalan kerja jangka pendek adalah imbalan kerja yang jatuh tempo dalam jangka waktu dua belas bulan setelah akhir periode pelaporan dan diakui pada saat pekerja telah memberikan jasa kerjanya.
Short-term employee benefits are employee benefit which are due for payment within twelve months after the reporting period and unrecognized when the employees have rendered this service.
Imbalan kerja jangka panjang
Long-term employee benefit
Perseroan dan entitas anak (KSA dan MMS) mencatat liabilitas imbalan kerja karyawan jangka panjang sesuai dengan PSAK No. 24 (Revisi 2010) mengenai “Akuntansi Imbalan Kerja” untuk memenuhi imbalan minimum yang harus dibayar kepada karyawan-karyawan sesuai dengan Undang-undang Ketenagakerjaan No. 13/2003 (“Undangundang Tenaga Kerja”). Liabilitas tersebut diestimasi dengan menggunakan perhitungan aktuarial metode “Projected Unit Credit”.
The Company and subsidiaries (KSA and MMS) made long-term employee benefits liabilities in accordance with PSAK No. 24 (Revised 2010), regarding “Accounting for Employee Benefits” in order to meet the minimum benefits required to be paid to the qualified employees under Labor Law No. 13/2003 (the “Labor Law”). The liabilities are estimated using actuarial calculations using the “Projected Unit Credit” method.
F-65
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) q.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Liabilitas imbalan kerja karyawan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) q.
ACCOUNTING
Employee benefit liabilities (continued)
Imbalan kerja jangka panjang (lanjutan)
Long-term employee benefit (continued)
Penyisihan biaya jasa masa lalu ditangguhkan dan diamortisasi selama sisa masa kerja ratarata yang diharapkan dari karyawan yang memenuhi syarat tersebut. Selain itu, penyisihan untuk biaya jasa kini dibebankan langsung pada operasi periode/tahun berjalan. Laba atau rugi aktuarial yang timbul dari penyesuaian dan perubahan dalam asumsiasumsi aktuarial diakui sebagai pendapatan atau beban apabila akumulasi keuntungan atau kerugian aktuarial neto yang belum diakui pada akhir periode pelaporan sebelumnya melebihi 10% dari nilai kini kewajiban imbalan pasti, pada tanggal tersebut diakui atas dasar metode garis lurus selama ekspektasi rata-rata sisa masa kerja karyawan yang memenuhi syarat.
Provisions made pertaining to past service costs are deferred and amortized over the expected average remaining service years of the qualified employees. On the other hand, provisions for current service costs are directly charged to operations of the current period/year. Actuarial gains or losses arising from experience adjustments and changes in actuarial assumptions are recognized as gain or loss when the net cumulative unrecognized actuarial gains or losses at the end of the previous reporting period exceed the greater of 10% of the present value of the defined benefit obligations, at that date are recognized on a straight-line method over the expected average remaining service years of the qualified employee.
Grup mengakui keuntungan atau kerugian atas kurtailmen atau penyelesaian suatu program imbalan pasti ketika kurtailmen atau penyelesaian tersebut terjadi. Keuntungan atau kerugian atas kurtailmen atau penyelesaian terdiri dari: (a) Perubahan yang terjadi dalam nilai kini kewajiban imbalan pasti; (b) keuntungan dan kerugian aktuaria dan biaya jasa lalu terkait yang belum diakui sebelumnya.
Group recognize gain or loss on curtailment or settlement the defined benefit plan when it occurs. Gain or loss on curtailment or settlement consists of:
Sebelum menentukan pengaruh kurtailmen atau penyelesaian, Grup mengukur kembali kewajiban dengan menggunakan asumsi aktuaria yang berlaku saat ini (termasuk suku bunga dan harga pasar yang berlaku).
Before determining the effect of a curtailment or settlement, the Group shall remeasure the obligation using current actuarial assumptions (including current market interest rates and other current market prices).
(a) Change in the present value of the defined benefit obligation; (b) related actuarial gains and losses and past service cost that had not previously been recognized.
F-66
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) q.
r.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Liabilitas imbalan kerja karyawan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) q.
ACCOUNTING
Employee benefit liabilities (continued)
Imbalan kerja jangka panjang (lanjutan)
Long-term employee benefit (continued)
Perseroan dan entitas anak (KSA, dan MMS) memberikan imbalan kerja jangka panjang lainnya dalam bentuk cuti panjang. Prakiraan biaya imbalan ini diakui sepanjang masa kerja karyawan, dengan menggunakan metodologi akuntansi yang hampir sama dengan metodologi yang digunakan dalam program imbalan pasca kerja manfaat pasti. Liabilitas ini dinilai oleh aktuaria independen.
The Company and subsidiaries (KSA, and MMS) provide other long-term employee benefits in the form of long service leave. The expected costs of these benefits are accrued over the period of employment, using accounting methodology similar to that for postemployment defined benefit plans. These obligations are valued by an independent actuary.
Pengakuan pendapatan dan beban
r.
Revenue and expense recognition
Pendapatan diakui bila besar kemungkinan manfaat ekonomi akan diperoleh oleh Grup dan jumlahnya dapat diukur secara handal. Pendapatan diukur pada nilai wajar pembayaran yang diterima atau dapat diterima, tidak termasuk diskon, rabat dan Pajak Pertambahan Nilai (“PPN”). Kriteria spesifik berikut juga harus dipenuhi sebelum pendapatan diakui:
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured at the fair value of the consideration received or receivable, excluding discounts, rebates and Value Added Taxes (“VAT”). The following specific recognition criteria must also be met before revenue is recognized:
Penjualan produk
Sales of goods
Pendapatan dari penjualan yang timbul dari pengiriman fisik produk-produk Grup diakui bila risiko dan manfaat yang signifikan telah dipindahkan kepada pembeli, bersamaan waktunya dengan pengiriman dan penerimaannya.
Revenue from sales arising from physical delivery of the Group’s products is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer, which generally coincide with their delivery and acceptance.
Pendapatan dan beban bunga
Interest income and expenses
Untuk semua instrumen keuangan yang diukur pada biaya perolehan diamortisasi, pendapatan atau biaya bunga dicatat dengan menggunakan metode Suku Bunga Efektif, yaitu suku bunga yang secara tepat mendiskontokan estimasi pembayaran atau penerimaan kas di masa datang selama perkiraan umur dari instrumen keuangan.
For all financial instruments measured at amortized cost, interest income or expense is recorded using the Effective Interest Rate, which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument.
Beban diakui pada saat terjadinya (basis akrual).
Expenses are (accrual basis).
F-67
recognized
when
incurred
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) s.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Transaksi dengan pihak berelasi
SUMMARY OF SIGNIFICANT POLICIES (continued) s.
ACCOUNTING
Transaction with related parties
Grup menerapkan PSAK No. 7 (Revisi 2010), “Pengungkapan Pihak-pihak Berelasi”. PSAK ini mensyaratkan pengungkapan hubungan, transaksi dan saldo pihak-pihak berelasi, termasuk komitmen, dalam laporan keuangan konsolidasian dan laporan keuangan tersendiri entitas induk, dan juga diterapkan terhadap laporan keuangan secara individual.
The Group applied PSAK No. 7 (Revised 2010), “Related Parties Disclosures”. The PSAK requires disclosure of related party relationships, transactions and outstanding balances, including commitments, in the consolidated and separate financial statements of a parent, and also applies to individual financial statements.
Pihak berelasi didefinisikan sebagai berikut:
A related party is defined as follows:
a) Orang atau anggota keluarga terdekat mempunyai relasi dengan Grup jika orang tersebut: i. memiliki pengendalian atau pengendalian bersama Perseroan; ii. memiliki pengaruh signifikan atas Perseroan; atau iii. personil manajemen kunci Perseroan atau entitas induk Perseroan.
a) A person or a close member of the person’s family is related to the Group if that person: i. has control or joint control over the Company; ii. has significant influence over the Company; or iii. is a member of the key management personnel of the Company or of a parent of the Company.
b) Suatu entitas berelasi dengan Perseroan jika memenuhi salah satu hal berikut:
b) An entity is related to a reporting entity if any of the following conditions applies:
i.
i.
Entitas dan Perusahaan adalah anggota dari kelompok usaha yang sama (artinya entitas induk, entitas anak, dan entitas anak berikutnya terkait dengan entitas lain).
The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
ii. Satu entitas adalah entitas asosiasi atau ventura bersama dari entitas lain (atau entitas asosiasi atau ventura bersama yang merupakan anggota suatu kelompok usaha, yang mana entitas lain tersebut adalah anggotanya).
ii. One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
iii. Kedua entitas tersebut adalah ventura bersama dari pihak ketiga yang sama.
iii. Both entities are joint venture of the same third party.
iv. Satu entitas adalah ventura bersama dari entitas ketiga dan entitas yang lain adalah entitas asosiasi dari entitas ketiga.
iv. One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
F-68
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) s.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Transaksi dengan pihak berelasi (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) s.
Transaction with related parties (continued) b) An entity is related to a reporting entity if any of the following conditions applies:
b) Suatu entitas berelasi dengan Perseroan jika memenuhi salah satu hal berikut: (lanjutan)
(continued)
v.
Entitas tersebut adalah suatu program imbalan pascakerja untuk imbalan kerja dari salah satu entitas pelapor atau entitas yang terkait dengan entitas pelapor. Jika entitas pelapor adalah entitas yang menyelenggarakan program tersebut, maka entitas sponsor juga berelasi dengan entitas pelapor.
v. The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
vi.
Entitas yang dikendalikan atau dikendalikan bersama oleh orang yang diidentifikasikan dalam huruf (a).
vi. The entity is controlled or jointly controlled by a person identified in (a). vii. A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
vii. Orang yang diidentifikasi dalam huruf (a)(i) memiliki pengaruh signifikan atas entitas atau personil manajemen kunci entitas (atau entitas induk dari entitas).
t.
ACCOUNTING
Transaksi ini dilakukan berdasarkan persyaratan yang disetujui oleh kedua belah pihak, dimana persyaratan tersebut mungkin tidak sama dengan transaksi lain yang dilakukan dengan pihak yang tidak berelasi.
The transactions are made based on terms agreed by the parties, such terms may not be the same as those of the transactions between unrelated parties.
Seluruh transaksi yang dilakukan dengan pihak berelasi telah diungkapkan dalam Catatan 33.
All material transactions and balances with related parties are disclosed in Note 33.
Laba per saham dasar
t.
Basic earnings per share Earnings per share is computed based on the weighted average number of issued and fully paid shares during the year. The weighted average number share outstanding for the sixmonth periods ended June 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 are 4,385,000,000, 125,000,000, 464,726,027, 125,000,000 and 125,000,000 shares after considering the retroactive effect as if the stock split to nominal Rp100 per share on November 30, 2012 has occurred on January 1, 2010.
Laba per saham dihitung berdasarkan ratarata tertimbang jumlah saham yang beredar selama tahun yang bersangkutan. Rata-rata tertimbang jumlah saham yang beredar untuk periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 masing-masing berjumlah 4.385.000.000, 125.000.000, 464.726.027, 125.000.000 dan 125.000.000 lembar saham setelah memperhitungkan pengaruh retroaktif pemecahan nilai nominal saham menjadi Rp100 per lembar saham yang dilakukan pada tanggal 30 November 2012 seakan-akan dilakukan pada tanggal 1 Januari 2010.
F-69
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) t.
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
2.
Laba per saham dasar (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) t.
v.
Basic earnings per share (continued) The Company has no outstanding dilutive potential ordinary shares as of June 30, 2013 and 2012 and December 31, 2012, 2011 and 2010, and accordingly, no diluted earnings per share is calculated and presented in the consolidated statements of comprehensive income.
Perseroan tidak mempunyai saham biasa yang berpotensi untuk bersifat dilutif pada tanggal 30 Juni 2013 dan 2012 dan 31 Desember 2012, 2011 dan 2010, dan oleh karenanya, laba per saham dilusian tidak dihitung dan disajikan pada laporan laba rugi komprehensif konsolidasian. u.
ACCOUNTING
Dividen
u.
Dividend
Pembagian dividen kepada para pemegang saham Perseroan diakui sebagai liabilitas dalam laporan keuangan pada saat dividen tersebut disetujui oleh para pemegang saham Perseroan.
Dividend distribution to the Company’s shareholders is recognized as a liability in the financial statements in which the dividends are approved by the Company’s shareholders.
Pembagian dividen interim kepada pemegang saham Perseroan diakui sebagai kewajiban berdasarkan keputusan Direksi dengan persetujuan Dewan Komisaris.
Interim dividend distributions to the Company’s shareholders are recognized as a liability based on decision of Directors with the approval from the Board of Commissioners.
Informasi segmen
v.
Segment information
Grup menerapkan PSAK No. 5 (Revisi 2009), “Segmen Operasi”.
The Group adopted PSAK No. 5 (Revised 2009), “Operating Segments”
Segmen adalah bagian khusus dari Perusahaan yang terlibat baik dalam menyediakan produk dan jasa (segmen usaha), maupun dalam menyediakan produk dan jasa dalam lingkungan ekonomi tertentu (segmen geografis), yang memiliki risiko dan imbalan yang berbeda dari segmen lainnya.
A segment is a distinguishable component of the Company that is engaged either in providing certain products (business segment), or in providing products within a particular economic environment (geographical segment), which is subject to risks and rewards that are difference from those of other segments.
Pendapatan, beban, hasil, aset dan liabilitas segmen termasuk item-item yang dapat diatribusikan langsung kepada suatu segmen serta hal-hal yang dapat dialokasikan dengan dasar yang sesuai kepada segmen tersebut. Segmen ditentukan sebelum saldo dan transaksi antar Perseroan dan entitas anak dieliminasi sebagai bagian dari proses konsolidasian.
Segment revenue, expenses, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis to that segment. Segment are determined before intra-the Company and its subsidiaries balances and intra-group transactions are eliminated as part of consolidation process.
F-70
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
SUMBER ESTIMASI DAN KETIDAKPASTIAN
3.
SOURCE OF ESTIMATION AND UNCERTAINTY
Penyusunan laporan keuangan konsolidasian berdasarkan Standar Akuntansi Keuangan di Indonesia mewajibkan manajemen untuk membuat estimasi dan asumsi yang mempengaruhi jumlahjumlah yang dilaporkan dalam laporan keuangan. Sehubungan dengan adanya ketidakpastian yang melekat dalam membuat estimasi, hasil sebenarnya yang dilaporkan di masa mendatang dapat berbeda dengan jumlah estimasi yang dibuat.
The preparation of the consolidated financial statements in conformity with Indonesian Financial Accounting Standards requires management to make estimations and assumptions that affect amounts reported therein. Due to the inherent uncertainty in making estimates, actual results reported in future periods might differ from those estimates.
Pertimbangan
Judgments
Pertimbangan berikut ini dibuat oleh manajemen dalam rangka penerapan kebijakan akuntansi Grup yang memiliki pengaruh paling signifikan atas 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:
Klasifikasi aset dan liabilitas keuangan
Classification of financial assets and financial liabilities
Grup menetapkan klasifikasi atas aset dan liabilitas tertentu sebagai aset keuangan dan liabilitas keuangan dengan mempertimbangkan apakah definisi yang ditetapkan PSAK No. 55 (Revisi 2011) dipenuhi. Dengan demikian, aset keuangan dan liabilitas keuangan diakui sesuai dengan kebijakan akuntansi Grup seperti diungkapkan pada Catatan 2f.
The Group determines the classifications of certain assets and liabilities as financial assets and financial liabilities by judging if they meet the definition set forth in PSAK No. 55 (Revised 2011). Accordingly, the financial assets and financial liabilities are accounted for in accordance with the Groups accounting policies disclosed in Note 2f.
Penentuan mata uang fungsional
Determination of functional currency
Mata uang fungsional Grup adalah mata uang utama di dalam lingkungan ekonomi dimana Grup beroperasi. Mata uang fungsional adalah mata uang yang mempengaruhi pendapatan dan beban pokok pendapatan. Grup menentukan bahwa mata uang fungsionalnya adalah dalam Rupiah.
Functional currency of the Group is the currency of the primary economic environment in which the Group operates. The functional currency is a currency that affects the revenues and cost of goods sold. The Group determined that its functional currency is in Rupiah.
Sewa
Lease
Grup mempunyai perjanjian-perjanjian sewa dimana Grup bertindak sebagai lessee untuk beberapa aset tetap tertentu. Grup mengevaluasi apakah terdapat risiko dan manfaat yang signifikan dari aset sewa yang dialihkan berdasarkan PSAK No. 30 (Revisi 2011), “Sewa”, yang mensyaratkan Grup untuk membuat pertimbangan dan estimasi dari pengalihan risiko dan manfaat terkait dengan kepemilikan aset.
The Group has entered into lease agreements where the Group acts as a lessee for a certain fixed assets. The Group evaluates whether there are significant risks and rewards of assets transferred under PSAK No. 30 (Revised 2011), "Leases", which requires the Group to make judgments and estimates of the transfer of risks and rewards incidental to ownership.
F-71
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
SUMBER ESTIMASI DAN KETIDAKPASTIAN (lanjutan)
3.
SOURCE OF ESTIMATION AND UNCERTAINTY (continued)
Pertimbangan (lanjutan)
Judgments (continued)
Sewa (lanjutan)
Lease (continued)
Grup mengadakan perjanjian sewa kendaraan dan alat berat tertentu. Grup telah menentukan, berdasarkan evaluasi atas syarat dan ketentuan dalam perjanjian, bahwa secara substansial seluruh risiko dan manfaat yang terkait dengan kepemilikan aset yang disewa dialihkan kepada Grup sehingga perjanjian sewa tersebut diakui sebagai sewa pembiayaan. Penjelasan lebih lanjut diungkapkan dalam Catatan 21.
The Group entered into a lease of certain vehicles and heavy equipment. The Group had determined, based on an evaluation of the terms and conditions of the agreement, that substantially all the risks and rewards incidental to ownership of these leased assets are transferred to the Group, therefore the lease agreement are recognized as a finance lease. Further details are disclosed in Note 21.
Estimasi dan asumsi
Estimates and assumptions
Asumsi utama masa depan dan sumber utama estimasi ketidakpastian lain pada akhir periode pelaporan yang memiliki risiko signifikan bagi penyesuaian yang material terhadap nilai tercatat aset dan liabilitas untuk tahun/periode finansial berikutnya, diungkapkan di bawah ini. Grup mendasarkan asumsi dan estimasi pada parameter yang tersedia pada saat laporan keuangan konsolidasian disusun. Asumsi dan situasi mengenai perkembangan masa depan mungkin berubah akibat perubahan pasar atau situasi di luar kendali Grup. Perubahan tersebut dicerminkan dalam asumsi terkait pada saat terjadinya.
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 year/period are disclosed below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing assumptions and circumstances about future developments, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions as they occur.
Amortisasi tanaman menghasilkan
Amortization of mature plantation
Biaya perolehan tanaman menghasilkan diamortisasi dengan menggunakan metode garis lurus berdasarkan taksiran masa manfaat ekonomisnya. Manajemen mengestimasi masa manfaat ekonomis tanaman menghasilkan selama 20 tahun, yang merupakan masa manfaat ekonomis yang secara umum diharapkan dalam industri di mana Grup menjalankan usahanya. Penjelasan lebih rinci diungkapkan dalam Catatan 11a.
The costs of mature plantation are amortized on a straight-line basis over their estimated useful lives. Management properly estimates the useful lives of these mature plantation to be 20 years. These are common life expectancies adopted in the industries where the Group conducts its business. Further details are disclosed in Note 11a.
F-72
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
SUMBER ESTIMASI DAN KETIDAKPASTIAN (lanjutan)
3.
SOURCE OF ESTIMATION AND UNCERTAINTY (continued)
Estimasi dan asumsi (lanjutan)
Estimates and assumptions (continued)
Penyusutan aset tetap
Depreciation of fixed assets
Biaya perolehan aset tetap disusutkan dengan menggunakan metode garis lurus berdasarkan taksiran masa manfaat ekonomisnya. Manajemen mengestimasi masa manfaat ekonomis aset tetap antara 5 sampai dengan 20 tahun, yang merupakan masa manfaat ekonomis yang secara umum diharapkan dalam industri di mana Grup menjalankan usahanya. Perubahan pemakaian dan perkembangan teknologi dapat mempengaruhi masa manfaat ekonomis dan nilai sisa aset, dan karenanya beban penyusutan masa depan mungkin direvisi. Penjelasan lebih rinci diungkapkan dalam Catatan 12.
The costs of fixed assets are depreciated on a straight-line basis over their estimated useful lives. Management properly estimates the useful lives of these fixed assets to be within 5 to 20 years. These are common life expectancies adopted in the industries where the Group conducts its businesses. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, and therefore future depreciation charges could be revised. Further details are disclosed in Note 12.
Imbalan kerja karyawan
Employee benefits
Penentuan liabilitas dan beban imbalan kerja karyawan bergantung pada pemilihan asumsi yang digunakan oleh aktuaris independen dalam menghitung jumlah-jumlah tersebut. Asumsi tersebut termasuk antara lain, tingkat diskonto, tingkat kenaikan gaji tahunan, tingkat pengunduran diri karyawan tahunan, tingkat cacat, umur pensiun dan tingkat kematian. Hasil aktual yang berbeda dari asumsi yang ditetapkan Grup yang memiliki pengaruh lebih dari 10% liabilitas imbalan pasti, ditangguhkan dan diamortisasi secara garis lurus selama rata-rata sisa masa kerja karyawan. Meskipun Grup berkeyakinan bahwa asumsi tersebut adalah wajar dan sesuai, perbedaan signifikan pada hasil aktual atau perubahan signifikan dalam asumsi yang ditetapkan Grup dapat mempengaruhi secara material liabilitas dan beban neto atas beban imbalan kerja karyawan. Penjelasan lebih rinci diungkapkan dalam Catatan 23.
The determination of the employee benefit liabilities and expenses is dependent on its selection of certain assumptions used by the independent actuaries in calculating such amounts. Those assumptions include among others, discount rates, annual salary increase rate, annual employee turnover rate, disability rate, retirement age and mortality rate. Actual results that differ from the Group’s assumptions which effects are more than 10% of the defined benefit obligations are deferred and being amortized on a straight line basis over the expected average remaining service years of the qualified employees. While the Group believes that its assumptions are reasonable and appropriate, significant differences in the Group’s actual results or significant changes in the Group’s assumptions may materially affect its liabilities and net expense for employee benefits. Further details are disclosed in Note 23.
Pajak penghasilan badan
Corporate income tax
Pertimbangan signifikan dilakukan dalam menentukan provisi atas pajak penghasilan badan. Terdapat transaksi dan perhitungan tertentu yang penentuan pajak akhirnya adalah tidak pasti sepanjang kegiatan usaha normal. Grup mengakui liabilitas atas pajak penghasilan badan berdasarkan estimasi apakah akan terdapat tambahan pajak penghasilan badan. Penjelasan lebih rinci diungkapkan dalam Catatan 18d.
Significant judgment is involved in determining provision for corporate income tax. There are certain transactions and computation for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for expected corporate income tax issues based on estimates of whether additional corporate income tax will be due. Further details are disclosed in Note 18d.
F-73
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
SUMBER ESTIMASI DAN KETIDAKPASTIAN (lanjutan)
3.
SOURCE OF ESTIMATION AND UNCERTAINTY (continued)
Estimasi dan asumsi (lanjutan)
Estimates and assumptions (continued)
Ketidakpastian eksposur pajak
Uncertain tax exposure
Dalam keadaan tertentu, Grup mungkin tidak dapat menentukan jumlah yang tepat atas kewajiban pajak sekarang atau akan datang karena investigasi yang masih berlangsung oleh otoritas perpajakan. Ketidakpastian terjadi karena adanya interpretasi atas peraturan pajak yang kompleks, saat pengenaan dan jumlah pendapatan kena pajak yang akan datang.
In certain circumstances, the Group may not be able to determine the exact amount of its current or future tax liabilities due to ongoing investigations by the taxation authority. Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income.
Dalam menentukan jumlah yang diakui atas ketidakpastian kewajiban pajak, Grup menerapkan pertimbangan yang sama seperti dalam menentukan provisi yang diakui sesuai dengan PSAK No. 57, ”Provisi, Liabilitas Kontinjensi dan Aset Kontinjensi”. Grup membuat analisa atas semua posisi pajak yang berhubungan dengan pajak pendapatan untuk menentukan diakui atau tidaknya kewajiban pajak atau manfaat pajang yang belum diakui.
In determining the amount to be recognized in respect of an uncertain tax liability, the Group applies similar considerations as it would use in determining the amount of a provision to be recognized in accordance with PSAK No. 57, “Provisions, Contingent Liabilities and Contingent Assets”. The Group makes an analysis of all tax positions related to income taxes to determine whether a tax liability on unrecognized tax benefit should be recognized.
Cadangan atas penurunan nilai piutang
Allowance for impairment of accounts receivable
Grup mengevaluasi akun tertentu yang mana diketahui bahwa pelanggan tersebut tidak dapat memenuhi liabilitas keuangannya. Dalam hal tersebut, Grup mengestimasikan, berdasarkan fakta dan situasi yang tersedia, termasuk namun tidak terbatas pada, jangka waktu hubungan dengan pelanggan dan status kredit dari pelanggan berdasarkan catatan kredit dari pihak-pihak ketiga yang tersedia dan faktor pasar yang telah diketahui, untuk mencatat cadangan spesifik atas pelanggan terhadap jumlah terutang, guna mengurangi jumlah piutang yang diharapkan dapat diterima oleh Grup. Cadangan spesifik ini dievaluasi kembali dan disesuaikan jika tambahan informasi yang diterima mempengaruhi jumlah cadangan penurunan nilai piutang. Penjelasan lebih jauh diungkapkan dalam Catatan 6,7 dan 33a.
The Group evaluates specific accounts where it has information that certain customers are unable to meet their financial obligations. In these cases, the Group uses estimates, based on available facts and circumstances, including but not limited to, the length of its relationship with the customer and the customer’s current credit status based on any available third party credit reports and known market factors, to record specific allowance for customers against amounts due, to reduce its receivable amounts that the Group expects to collect. These specific allowance are reevaluated and adjusted as additional information received affects the amounts of allowance for impairment of receivable. Further details are disclosed in Notes 6,7 and 33a.
F-74
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
SUMBER ESTIMASI DAN KETIDAKPASTIAN (lanjutan)
3.
Estimasi dan asumsi (lanjutan) Penyisihan atas penurunan keusangan persediaan
SOURCE OF ESTIMATION AND UNCERTAINTY (continued) Estimates and assumptions (continued)
nilai
pasar
Allowance for decline in market value obsolescence of inventories
dan
and
Penyisihan atas penurunan nilai pasar dan keusangan persediaan diestimasi berdasarkan fakta dan situasi yang tersedia, termasuk namun tidak terbatas kepada, kondisi fisik persediaan yang dimiliki, harga jual pasar, estimasi biaya penyelesaian dan estimasi biaya yang timbul untuk penjualan. Penyisihan dievaluasi kembali dan disesuaikan jika terdapat tambahan informasi yang mempengaruhi jumlah yang diestimasi. Penjelasan lebih rinci diungkapkan dalam Catatan 8.
Allowance for decline in market value and obsolescence of inventories is estimated based on available facts and circumstances, including but not limited to, the inventories’ own physical conditions, their market selling prices, estimated costs of completion and estimated costs to be incurred for their sales. The allowances are reevaluated and adjusted as additional information received affects the amount estimated. Further details are disclosed in Note 8.
Aset pajak tangguhan
Deferred tax assets
Aset pajak tangguhan diakui atas seluruh perbedaan temporer yang dapat dikurangkan, sepanjang besar kemungkinannya bahwa penghasilan kena pajak akan tersedia sehingga perbedaan temporer tersebut dapat digunakan. Estimasi signifikan oleh manajemen disyaratkan dalam menentukan jumlah aset pajak tangguhan yang dapat diakui, berdasarkan saat penggunaan dan tingkat penghasilan kena pajak serta strategi perencanaan pajak masa depan. Penjelasan lebih rinci diungkapkan dalam Catatan 18e.
Deferred tax assets are recognised for all deductible temporary differences, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences. Significant management estimates are required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Further details are disclosed in Note 18e.
Penurunan nilai aset non-keuangan
Impairment of non-financial assets
Penurunan nilai muncul saat nilai tercatat aset atau Unit Penghasil Kas (”UPK”) melebihi nilai terpulihkannya, yaitu yang lebih besar antara nilai wajar dikurangi biaya untuk menjual dan nilai pakainya. Nilai wajar dikurangi biaya untuk menjual didasarkan pada ketersediaan data dari perjanjian penjualan yang mengikat yang dibuat dalam transaksi normal atas aset serupa atau harga pasar yang dapat diamati dikurangi dengan biaya tambahan yang dapat diatribusikan dengan pelepasan aset.
An impairment exists when the carrying value of an asset or Cash Generating Unit (”CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing the asset.
F-75
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
4.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
SUMBER ESTIMASI DAN KETIDAKPASTIAN (lanjutan)
3.
SOURCE OF ESTIMATION AND UNCERTAINTY (continued)
Estimasi dan asumsi (lanjutan)
Estimates and assumptions (continued)
Penurunan nilai aset non-keuangan (lanjutan)
Impairment of non-financial assets (continued)
Dalam menentukan nilai wajar dikurangi biaya untuk menjual, digunakan harga penawaran pasar terakhir, jika tersedia. Jika tidak terdapat transaksi tersebut, Grup menggunakan model penilaian yang sesuai untuk menentukan nilai wajar aset. Perhitungan-perhitungan ini dipadukan dengan penilaian berganda atau indikator nilai wajar yang tersedia. Perhitungan nilai pakai didasarkan pada model arus kas yang didiskontokan.
In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used to determine the fair value of the assets. These calculations are corroborated by valuation multiples or other available fair value indicators. The value in use calculation is based on a discounted cash flow model.
Perhitungan nilai pakai didasarkan pada model arus kas yang didiskontokan. Proyeksi arus kas tidak termasuk aktivitas restrukturisasi yang belum ada perikatannya atau investasi signifikan di masa depan yang akan meningkatkan kinerja dari UPK yang diuji. Nilai terpulihkan paling sensitif terhadap tingkat diskonto yang digunakan untuk model arus kas yang didiskontokan seperti halnya dengan arus kas masuk masa depan yang diharapkan dan tingkat pertumbuhan yang digunakan untuk tujuan ekstrapolasi. Manajemen berkeyakinan bahwa tidak diperlukan pencatatan kerugian penurunan nilai pada tanggal 30 Juni 2013, 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/ 31 Desember 2009.
The value in use calculation is based on a discounted cash flow model. The future cash flow projection does not include restructuring activities that the not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. Management believes that no impairment loss is required as of June 30, 2013, December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL As described in Note 1b, in November 2012 and December 2012 the Company acquired 60%, 60.4%, 60% and 60% ownership interest of KSA, MMS, SML and ASP, respectively, through contribution of new issued shares of KSA, MMS, SML and ASP. As discussed in Note 2d, the components of the financial statements for the period during which the restructuring occurred and for other periods presented for comparison purposes, are presented in such a manner as if the restructuring has already occured since the beginning of the subsidiaries joined into the Group.
Seperti telah dijelaskan pada Catatan 1b, pada bulan November 2012 dan Desember 2012 Perseroan memperoleh masing-masing 60%, 60,4%, 60% dan 60% saham KSA, MMS, SML dan ASP melalui kontribusi atas seluruh saham baru dari KSA, MMS, SML dan ASP yang beredar. Sebagaimana dijelaskan di dalam Catatan 2d, komponen laporan keuangan untuk periode terjadinya restrukturisasi dan untuk periode lainnya yang disajikan untuk tujuan komparatif, disajikan seolah-olah restrukturisasi telah terjadi sejak awal entitas anak bergabung ke dalam Grup.
F-76
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued)
Transaksi di atas dibukukan sesuai dengan PSAK No. 38 (Revisi 2004), “Akuntansi untuk Restrukturisasi Entitas Sepengendali”. Dengan demikian, perbedaan antara harga beli dengan nilai buku aset neto Entitas Anak sebesar Rp16.181.055 diakui sebagai “Tambahan Modal Disetor” pada bagian ekuitas pada laporan posisi keuangan konsolidasian pada tanggal 30 Juni 2013 dan 31 Desember 2012.
The above transaction was accounted in accordance with PSAK No. 38 (Revised 2004), “Accounting for Restructuring of Entities under Common Control”. Accordingly, the difference between the transfer price and the Subsidiaries’ book value of net assets of Rp16,181,055 was recognized as “Additional Paid-in Capital” in the equity section of the consolidated statements of financial position as of June 30, 2013 and December 31, 2012.
Laporan posisi keuangan konsolidasian pada tanggal 31 Desember 2011 dan 2010, dan 1 Januari 2010/31 Desember 2009 dan laporan laba rugi komprehensif konsolidasian untuk tahun yang berakhir pada tanggal 31 Desember 2012, 2011 dan 2010 telah disajikan kembali untuk mengikutsertakan posisi keuangan dan hasil usaha dengan seolah-olah transaksi restrukturisasi terjadi pada awal periode komparatif yang disajikan. Laba neto dari Entitas Anak yang diperoleh dicatat sebagai “Efek Penyesuaian Proforma” pada laporan laba rugi komprehensif konsolidasian tahun 2012, 2011 dan 2010.
The consolidated statements of financial position as of December 31, 2011 and 2010, and January 1, 2010/December 31, 2009 and the consolidated statements of comprehensive income for the years ended December 31, 2012, 2011 and 2010 have been restated to include the financial position and results of operations as if the restructuring transaction occurred at the beginning of the earliest comparative period presented. The net income of the acquired Subsidiaries was recorded as “Effect of Proforma Adjustments” in the 2012, 2011 and 2010 consolidated statements of comprehensive income.
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 31 Desember 2011 adalah sebagai berikut:
The effects of the restatement on the Group consolidated statement of financial position before and after the restructuring as of December 31, 2011 are as follows:
31 Desember 2011/ December 31, 2011 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
ASET ASET LANCAR Kas dan setara kas Kas dan setara kas yang dibatasi penggunaanya Piutang usaha Pihak ketiga Piutang lain-lain Pihak berelasi Pihak ketiga Pinjaman kepada pihak berelasi Persediaan Pajak dibayar di muka Biaya dibayar di muka dan uang muka Biaya dibayar di muka Uang muka - pihak ketiga Total aset lancar
ASET 62.388.506
137.756.167
2.000.000
4.000.000
458.123
2.456.017
110.233.892 4.626.669 301.000.000 34.912.051 662.979 -
75.208.565 8.392.011 301.000.000 71.409.366 6.922.855 1.025.188 127.468
CURRENT ASSETS Cash and cash equivalents Restricted cash and cash equivalents Trade receivables Third parties Other receivables Related parties Third parties Loan to related parties Inventories Refundable taxes Prepaid expenses and advances Prepaid expenses Advances - third parties
516.282.220
608.297.637
Total current assets
F-77
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of December 31, 2011 are as follows: (continued)
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 31 Desember 2011 adalah sebagai berikut: (lanjutan)
31 Desember 2011/ December 31, 2011 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
ASET (lanjutan) ASET TIDAK LANCAR Piutang lain-lain - pihak berelasi Pinjaman kepada pihak berelasi Tanaman perkebunan Tanaman menghasilkan, neto Tanaman belum menghasilkan Aset tetap, neto Investasi saham Aset pajak tangguhan, neto Aset tidak lancar lainnya
ASSETS (continued) 479.265.040 110.000.000
525.770.813 -
369.096.241 68.835.134 233.688.424 150.000 2.149.755
642.635.748 117.543.143 470.335.649 10.000 1.920.138 3.804.318
NON-CURRENT ASSETS Other receivables - related parties Loan to a related party Plantation assets Mature plantations, net Immature plantations Fixed assets, net Investment in shares of stock Deferred tax assets, net Other non-current assets
Total aset tidak lancar
1.263.184.594
1.762.019.809
Total non-current assets
TOTAL ASET
1.779.466.814
2.370.317.446
TOTAL ASSETS
LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
LIABILITAS LIABILITAS JANGKA PENDEK Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Pendapatan diterima di muka Utang pajak Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas imbalan kerja karyawan jangka pendek Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang yang jatuh tempo dalam satu tahun Total liabilitas jangka pendek
LIABILITIES 25.000.000
36.000.000
94.958 41.869.201 20.780.018 162.407.696 36.777.243
7.206.100 72.298.068 30.061.969 193.318.560 41.995.689
97.617.279 20.587.717
2.719.082 35.261.283
13.883.233
22.422.199
3.285.928
4.402.328
9.285.173
12.605.961
100.000.000
121.500.000
CURRENT LIABILITIES Short-term bank loan Trade payables Related parties Third parties Unearned revenue Taxes payables Accrued expenses Other payables Related parties Third parties Short-term employee benefit liabilities Current maturity of consumer finance liabilities Current maturity of finance lease liabilities Current maturity of long-term bank loans
531.588.446
579.791.239
Total current liabilities
F-78
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of December 31, 2011 are as follows: (continued)
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 31 Desember 2011 adalah sebagai berikut: (lanjutan)
31 Desember 2011/ December 31, 2011 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
LIABILITAS DAN EKUITAS (lanjutan)
LIABILITIES AND EQUITY (continued)
LIABILITAS (lanjutan) LIABILITAS JANGKA PANJANG Utang lain-lain - pihak berelasi Pinjaman dari pihak berelasi Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan - setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka panjang Liabilitas pajak tangguhan, neto Total liabilitas langka panjang TOTAL LIABILITAS
LIABILITIES (continued) 2.953.461 50.000.000
80.853.773 -
NON-CURRENT LIABILITIES Other payables - related parties Loan from a related party
2.198.069
3.856.547
Consumer finance liabilities - net of current maturities
10.316.776
13.804.880
Finance lease liabilities - net of current maturities
760.000.000
1.142.500.000
11.077.165 7.748.745
18.875.351 12.184.636
Long-term bank loan - net of current maturities Long-term employee benefit liabilities Deferred tax liabilities, net
844.294.216
1.272.075.187
Total non-current liabilities
1.375.882.662
1.851.866.426
TOTAL LIABILITIES
EKUITAS
EQUITY
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk Modal saham Modal proforma yang timbul karena transaksi akuisisi atas entitas sepengendali Saldo laba
12.500.000
12.500.000
391.084.152
68.836.283 391.084.152
Equity attributable to owners of the parent Share capital Proforma capital arising from acquisition of entity under common control Retained earnings
Kepentingan nonpengendali
403.584.152 -
472.420.435 46.030.585
Non-controlling interest
EKUITAS
403.584.152
518.451.020
EQUITY
1.779.466.814
2.370.317.446
TOTAL LIABILITIES AND EQUITY
TOTAL LIABILITAS DAN EKUITAS
F-79
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of comprehensive income before and after the restructuring for the year ended December 31, 2011 are as follows:
Laporan laba rugi komprehensif konsolidasian Grup sebelum dan sesudah restrukturisasi untuk tahun yang berakhir pada tanggal 31 Desember 2011 adalah sebagai berikut:
31 Desember 2011/ December 31, 2011 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN Penjualan Beban pokok penjualan
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1.042.328.939 (460.670.187)
1.379.482.684 (586.490.983)
LABA BRUTO
581.658.752
792.991.701
Beban penjualan
(13.105.368)
(17.069.856)
(141.244.760)
(169.097.285)
Sales Cost of sales GROSS INCOME
15.071.785
23.663.913
Selling expenses General and administrative expenses Other operating income, net
LABA USAHA
442.380.409
630.488.473
OPERATING INCOME
PENDAPATAN/(BEBAN) LAIN-LAIN Pendapatan keuangan Beban keuangan
28.116.284 (85.334.967)
27.542.756 (126.891.512)
OTHER INCOME/(EXPENSES) Finance income Finance costs
Beban lain-lain, neto
(57.218.683)
(99.348.756)
Other expenses, net
LABA SEBELUM BEBAN PAJAK
385.161.726
531.139.717
(114.368.199)
(153.064.491)
270.793.527
378.075.226
INCOME FOR THE YEAR
-
-
Other comprehensive income, net of tax
378.075.226
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR AFTER EFFECT OF PROFORMA ADJUSTMENT
Beban umum dan administrasi Pendapatan usaha lain-lain, neto
BEBAN PAJAK PENGHASILAN BADAN LABA TAHUN BERJALAN Pendapatan komprehensif lain, setelah pajak TOTAL LABA KOMPREHENSIF PERIODE/ TAHUN BERJALAN SETELAH EFEK PENYESUAIAN PROFORMA EFEK PENYESUAIAN PROFORMA Pemilik entitas induk Kepentingan nonpengendali
TOTAL LABA KOMPREHENSIF PERIODE/TAHUN BERJALAN SEBELUM EFEK PENYESUAIAN PROFORMA
270.793.527 -
(64.179.780) (43.101.919)
-
(107.281.699)
270.793.527
F-80
270.793.527
INCOME BEFORE CORPORATE INCOME TAX CORPORATE INCOME TAX EXPENSE
EFFECT OF PROFORMA ADJUSTMENT Equity holders of parent entity Non-controlling interest
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR BEFORE EFFECT OF PROFORMA ADJUSTMENT
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of comprehensive income before and after the restructuring for the year ended December 31, 2011 are as follows: (continued)
Laporan laba rugi komprehensif konsolidasian Grup sebelum dan sesudah restrukturisasi untuk tahun yang berakhir pada tanggal 31 Desember 2011 adalah sebagai berikut: (lanjutan)
31 Desember 2011/ December 31, 2011 Dilaporkan Sebelumnya/ As Previously Reported Total laba komprehensif tahun berjalan setelah efek penyesuaian proforma yang dapat diatribusikan kepada: Pemilik entitas induk Kepentingan nonpengendali
Total laba komprehensif tahun berjalan sebelum efek penyesuaian proforma yang dapat diatribusikan kepada: Pemilik entitas induk Kepentingan nonpengendali
Laba per saham dasar yang dapat diatribusikan kepada pemilik entitas induk (dinyatakan dalam angka penuh Rupiah per saham)
Disajikan Kembali/ As Restated
270.793.527 -
334.973.307 43.101.919
270.793.527
378.075.226
270.793.527 -
270.793.527 -
270.793.527
270.793.527
2.166
F-81
2.166
Total comprehensive income for the period/year after the effect of proforma adjustment attributable to: Equity holders of the parent entity Non-controlling interest
Total comprehensive income for the period/year before the effect of proforma adjustment attributable to: Equity holders of the parent entity Non-controlling interest
Basic earnings per share attributable to equity holders of the parent entity (expressed in full amount of Rupiah per share)
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of December 31, 2010 are as follows:
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 31 Desember 2010 adalah sebagai berikut:
31 Desember 2010/ December 31, 2010 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
ASET ASET LANCAR Kas dan setara kas Kas dan setara kas yang dibatasi penggunaanya Piutang usaha Pihak berelasi Piutang lain-lain Pihak berelasi Pihak ketiga Persediaan Pajak dibayar dimuka Biaya dibayar dimuka dan uang muka Biaya dibayar dimuka Uang muka - pihak ketiga Total aset lancar ASET TIDAK LANCAR Piutang lain-lain - pihak berelasi Tanaman perkebunan Tanaman menghasilkan, neto Tanaman belum menghasilkan Aset tetap, neto Aset pajak tangguhan, neto Aset tidak lancar lainnya Total aset tidak lancar TOTAL ASET
ASSETS 76.298.618
81.377.643
2.000.000
4.000.000
14.992.756
-
128.611.350 207.269 15.712.710 545.062 -
5.312.710 1.291.284 25.486.603 3.419.389 832.751 53.692
CURRENT ASSETS Cash and cash equivalents Restricted cash and cash equivalents Trade receivables Related parties Other receivables Related parties Third parties Inventories Refundable taxes Prepaid expenses and advances Prepaid expenses Advances - third parties
238.367.765
121.774.072
Total current assets
305.079.515
314.822.234
339.914.692 85.676.248 194.757.680 564.136
537.673.826 204.799.249 327.400.852 12.401.652 7.585.671
NON-CURRENT ASSETS Other receivables - related parties Plantation assets Mature plantations, net Immature plantations Fixed assets, net Deferred tax assets, net Other non-current assets
925.992.271
1.404.683.484
Total non-current assets
1.164.360.036
1.526.457.556
TOTAL ASSETS
F-82
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of December 31, 2010 are as follows: (continued)
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 31 Desember 2010 adalah sebagai berikut: (lanjutan)
31 Desember 2010/ December 31, 2010 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
LIABILITAS LIABILITAS JANGKA PENDEK Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Pendapatan diterima di muka Utang pajak Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas imbalan kerja karyawan jangka pendek Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang yang jatuh tempo dalam satu tahun
LIABILITIES
230.928.219
538.831.143
CURRENT LIABILITIES Short-term bank loan Trade payables Related parties Third parties Unearned revenue Taxes payable Accrued expenses Other payables Related parties Third parties Short-term employee benefit liabilities Current maturity of consumer finance liabilities Current maturity of finance lease liabilities Current maturity of long-term bank loans
614.497.271
864.839.727
Total current liabilities
244.661.081
334.355.367
NON-CURRENT LIABILITIES Other payables - related parties
3.319.539
3.319.539
Consumer finance liabilities - net of current maturities
6.166.023
10.389.657
6.748.766 6.176.731
11.951.549 10.013.923
Finance lease liabilities - net of current maturities Long-term employee benefit liabilities Deferred tax liabilities, net
Total liabilitas jangka panjang
267.072.140
370.030.035
Total non-current liabilities
TOTAL LIABILITAS
881.569.411
1.234.869.762
TOTAL LIABILITIES
Total liabilitas jangka pendek LIABILITAS JANGKA PANJANG Utang lain-lain - pihak berelasi Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka panjang Liabilitas pajak tangguhan, neto
-
16.000.000
3.334.872 32.378.283 14.680.759 108.441.962 2.835.778
18.208.544 58.920.761 35.906.476 119.376.937 4.728.276
193.720.225 8.148.529
18.972.641 23.461.492
8.436.600
16.820.935
5.441.499
5.441.499
6.150.545
8.171.023
F-83
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of December 31, 2010 are as follows: (continued)
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 31 Desember 2010 adalah sebagai berikut: (lanjutan)
31 Desember 2010/ December 31, 2010 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
EKUITAS Ekuitas yang dapat diatribusikan kepada pemilik entitas induk Modal saham Modal proforma yang timbul karena transaksi akuisisi atas entitas sepengendali Saldo laba
12.500.000
12.500.000
270.290.625
5.176.103 270.290.625
EQUITY Equity attributable to owners of the parent Share capital Proforma capital arising from restatement of financial statements Retained earnings
Kepentingan nonpengendali
282.790.625 -
287.966.728 3.621.066
Non-controlling interest
EKUITAS
282.790.625
291.587.794
EQUITY
1.164.360.036
1.526.457.556
TOTAL LIABILITIES AND EQUITY
TOTAL LIABILITAS DAN EKUITAS
The Group’s consolidated statement of comprehensive income before and after the restructuring for the year ended December 31, 2010 are as follows:
Laporan laba rugi komprehensif konsolidasian Grup sebelum dan sesudah restrukturisasi untuk tahun yang berakhir pada tanggal 31 Desember 2010 adalah sebagai berikut:
31 Desember 2010/ December 31, 2010 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN Penjualan Beban pokok penjualan Laba bruto Beban penjualan
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 877.026.034 (465.147.837)
916.762.843 (431.161.103)
411.878.197
485.601.740
(9.107.051)
(10.425.135)
Beban umum dan administrasi Pendapatan usaha lain-lain, neto
(72.669.392)
(92.325.208)
(2.329.291)
(13.743.102)
LABA USAHA - SALDO DIPINDAHKAN
327.772.463
F-84
369.108.295
Sales Cost of sales Gross income Selling expenses General and administrative expenses Other operating income, net OPERATING INCOME BALANCE CARRIED FORWARD
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of comprehensive income before and after the restructuring for the year ended December 31, 2010 are as follows: (continued)
Laporan laba rugi komprehensif konsolidasian Grup sebelum dan sesudah restrukturisasi untuk tahun yang berakhir pada tanggal 31 Desember 2010 adalah sebagai berikut: (lanjutan)
31 Desember 2010/ December 31, 2010 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated OPERATING INCOME BALANCE BROUGHT FORWARD
LABA USAHA - SALDO PINDAHAN
327.772.463
369.108.295
PENDAPATAN/(BEBAN) LAIN-LAIN Pendapatan keuangan Beban keuangan
1.820.893 (34.129.947)
2.671.316 (59.198.469)
OTHER INCOME/(EXPENSES) Finance income Finance costs
Beban lain-lain, neto
(32.309.054)
(56.527.153)
Other expenses, net
LABA SEBELUM BEBAN PAJAK
295.463.409
312.581.142
INCOME BEFORE CORPORATE INCOME TAX
BEBAN PAJAK PENGHASILAN BADAN
(80.398.616)
(90.060.019)
LABA TAHUN BERJALAN
215.064.793
222.521.123
INCOME FOR THE YEAR
-
-
Other comprehensive income, net of tax
222.521.123
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR AFTER EFFECT OF PROFORMA ADJUSTMENT
Pendapatan komprehensif lain, setelah pajak TOTAL LABA KOMPREHENSIF PERIODE/ TAHUN BERJALAN SETELAH EFEK PENYESUAIAN PROFORMA EFEK PENYESUAIAN PROFORMA Pemilik entitas induk Kepentingan nonpengendali TOTAL LABA KOMPREHENSIF PERIODE/ TAHUN BERJALAN SEBELUM EFEK PENYESUAIAN PROFORMA Total laba komprehensif tahun berjalan setelah efek penyesuaian proforma yang dapat diatribusikan kepada: Pemilik entitas induk Kepentingan nonpengendali
Total laba komprehensif tahun berjalan sebelum efek penyesuaian proforma yang dapat diatribusikan kepada: Pemilik entitas induk Kepentingan nonpengendali
215.064.793 -
(4.445.513) (3.010.817)
-
(7.456.330)
CORPORATE INCOME TAX EXPENSE
EFFECT OF PROFORMA ADJUSTMENT Equity holders of parent entity Non-controlling interest
215.064.793
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR BEFORE EFFECT OF PROFORMA ADJUSTMENT
215.064.793 -
219.510.306 3.010.817
Total comprehensive income for the period/year after the effect of proforma adjustment attributable to: Equity holders of the parent entity Non-controlling interest
215.064.793
222.521.123
215.064.793
215.064.793 -
215.064.793 -
215.064.793
215.064.793
F-85
Total comprehensive income for the period/year before the effect of proforma adjustment attributable to: Equity holders of the parent entity Non-controlling interest
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of comprehensive income before and after the restructuring for the year ended December 31, 2010 are as follows: (continued)
Laporan laba rugi komprehensif konsolidasian Grup sebelum dan sesudah restrukturisasi untuk tahun yang berakhir pada tanggal 31 Desember 2010 adalah sebagai berikut: (lanjutan)
31 Desember 2010/ December 31, 2010 Dilaporkan Sebelumnya/ As Previously Reported Laba per saham dasar yang dapat diatribusikan kepada pemilik entitas induk (dinyatakan dalam angka penuh Rupiah per saham)
1.721
Disajikan Kembali/ As Restated
1.721
Basic earnings per share attributable to equity holders of the parent entity (expressed in full amount of Rupiah per share)
Akun total laba komprehensif periode/tahun berjalan setelah efek penyesuaian proforma merupakan total laba komprehensif yang telah memasukkan akun-akun laporan laba rugi komprehensif entitas anak yang seolah-olah telah bergabung sejak periode awal sajian.
Total comprehensive income for the period/year after effect of proforma adjustment reprensent total comprehensive income includes the statements of comprehensive income items of the subsidiaries as if the subsidiaries had been combined from the beginning of the periods presented.
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
The Group’s consolidated statement of financial position before and after the restructuring as of January 1, 2010/December 31, 2009 are as follows:
1 Januari 2010/31 Desember 2009/ January 1, 2010/December 31, 2009 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
ASET
ASSETS
ASET LANCAR Kas dan setara kas Piutang lain-lain Pihak berelasi Pihak ketiga Persediaan Biaya dibayar di muka Uang muka - pihak ketiga
49.105.766
52.193.394
141.424.618 348.093 8.802.832 159.980 -
66.515.187 1.736.017 18.558.470 474.005 22.500
Total aset lancar
199.841.289
139.499.573
ASET TIDAK LANCAR Piutang lain-lain - pihak berelasi Tanaman perkebunan Tanaman menghasilkan, neto Tanaman belum menghasilkan Aset tetap, neto Aset pajak tangguhan, neto Aset tidak lancar lainnya
CURRENT ASSETS Cash and cash equivalents Other receivables Related parties Third parties Inventories Prepaid expenses Advances - third parties Total current assets
128.306.890
144.840.727
287.589.096 129.494.857 130.205.797 120.458
365.042.644 344.663.578 209.394.185 10.600.304 120.458
NON-CURRENT ASSETS Other receivables - related parties Plantation assets Mature plantations, net Immature plantations Fixed assets, net Deferred tax assets, net Other non-current assets
Total aset tidak lancar
675.717.098
1.074.661.896
Total non-current assets
TOTAL ASET
875.558.387
1.214.161.469
TOTAL ASSETS
F-86
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of January 1, 2010/December 31, 2009 are as follows: (continued)
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 1 Januari 2010/31 Desember 2009 adalah sebagai berikut: (lanjutan)
1 Januari 2010/31 Desember 2009/ January 1, 2010/December 31, 2009 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
LIABILITAS LIABILITAS JANGKA PENDEK Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Pendapatan diterima di muka Utang pajak Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas imbalan kerja karyawan jangka pendek Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang yang jatuh tempo dalam satu tahun
LIABILITIES -
16.000.000
7.513.712 25.436.282 26.886.298 49.467.858 6.577.621
1.612.614 38.704.703 26.886.298 58.326.087 7.236.099
70.834.381 5.032.315
462.950 8.473.423
9.332.781
14.449.569
5.185.739
5.185.739
5.157.302
5.157.302
36.616.000
38.500.000
CURRENT LIABILITIES Short-term bank loan Trade payables Related parties Third parties Unearned revenue Taxes payable Accrued expenses Other payables Related parties Third parties Short-term employee benefit liabilities Current maturity of consumer finance liabilities Current maturity of finance lease liabilities Current maturity of long-term bank loans
248.040.289
220.994.784
Total current liabilities
309.879.764
383.345.952
NON-CURRENT LIABILITIES Other payables - related parties
6.056.205
6.056.205
Consumer finance liabilities - net of current maturities
3.868.624
3.868.624
Finance lease liabilities - net of current maturities
230.928.219
518.270.299
4.672.443 4.387.011
8.171.923 4.387.011
Long-term bank loan - net of current maturities Long-term employee benefit liabilities Deferred tax liabilities, net
Total liabilitas jangka panjang
559.792.266
924.100.014
Total non-current liabilities
TOTAL LIABILITAS
807.832.555
1.145.094.798
TOTAL LIABILITIES
Total liabilitas jangka pendek LIABILITAS JANGKA PANJANG Utang lain-lain - pihak-pihak berelasi Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan - setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka panjang Liabilitas pajak tangguhan, neto
F-87
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 4.
TRANSAKSI RESTRUKTURISASI SEPENGENDALI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
ENTITAS
4.
RESTRUCTURING TRANSACTIONS AMONG ENTITIES UNDER COMMON CONTROL (continued) The Group’s consolidated statement of financial position before and after the restructuring as of January 1, 2010/December 31, 2009 are as follows: (continued)
Laporan posisi keuangan konsolidasian Grup sebelum dan sesudah restrukturisasi pada tanggal 1 Januari 2010/31 Desember 2009 adalah sebagai berikut: (lanjutan)
1 Januari 2010/31 Desember 2009/ January 1, 2010/December 31, 2009 Dilaporkan Sebelumnya/ As Previously Reported
Disajikan Kembali/ As Restated
EKUITAS
EQUITY
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk Modal saham Modal proforma yang timbul karena transaksi akuisisi atas entitas sepengendali Saldo laba
12.500.000
12.500.000
55.225.832
730.590 55.225.832
67.725.832
68.456.422
-
610.249
Non-controlling interest
67.725.832
69.066.671
EQUITY
875.558.387
1.214.161.469
TOTAL LIABILITIES AND EQUITY
Kepentingan nonpengendali EKUITAS TOTAL LIABILITAS DAN EKUITAS
5.
Equity attributable to owners of the parent Share capital Proforma capital arising from acquisition of entity under common control Retained earnings
KAS DAN SETARA KAS
5.
CASH AND CASH EQUIVALENTS
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Kas Bank Pihak ketiga Dalam Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Permata Tbk
Dalam Dolar AS PT Bank Mandiri (Persero) Tbk AS$12.800 (2012: AS$1.115.286 2011: AS$9.800.210; 2010: AS$2.825) Saldo dipindahkan
54.227
2012
2011
30.140
2010
24.100
2009
93.015
46.576
7.102.765
90.867.899
27.476.719
22.455
144.184
2.291.573
3.397.426
1.513.591
5.725.638
16.312.076
35.880
4.794
1.903 -
2.275 -
1.496 -
9.430.218
94.270.119
28.992.213
5.750.368
16.457.756
127.089
10.784.818
88.868.299
25.402
-
9.557.307
105.054.937
117.860.512
5.775.770
16.457.756
F-88
Cash on hand Cash in banks Third parties In Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Permata Tbk
In US Dollar PT Bank Mandiri (Persero) Tbk US$12,800 (2012: US$1,115,286 2011: US$9,800,210; 2010: US$2,825) Balance carried forward
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 5.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
KAS DAN SETARA KAS (lanjutan)
5.
CASH AND CASH EQUIVALENTS (continued)
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Bank (lanjutan)
Cash in banks (continued)
Saldo pindahan
9.557.307
Pihak ketiga (lanjutan) PT Bank Negara Indonesia (Persero) Tbk AS$74.473 (2012: AS$143.761; 2011: AS$1.131.813; 2010: AS$17.791;2009: AS$4.312) PT Bank Rakyat Indonesia (Persero) Tbk (2011: AS$786; 2010: AS$831; 2009:AS$913) Pihak berelasi (Catatan 33e) Dalam Rupiah PT Bank Perkreditan Rakyat Lingga Sejahtera
Deposito berjangka Pihak ketiga Dalam Rupiah PT Bank Negara Indonesia (Persero) Tbk PT Bank Permata Tbk PT Bank Mandiri (Persero) Tbk Pihak berelasi (Catatan 33e) Dalam Rupiah PT Bank Perkreditan Rakyat Lingga Sejahtera
739.452
105.054.937
117.860.512
5.775.770
16.457.756
1.390.173
10.263.274
159.967
40.530
-
7.127
7.476
8.581
-
1.816.623
1.439.433
1.261.812
1.002.073
300.609
12.113.382
107.884.543
129.392.725
6.945.286
16.807.476
115.000.000 -
300.000.000 -
-
62.000.000 10.000.000
11.500.000 23.500.000
-
8.339.342
8.339.342
2.339.342
339.342
127.167.609
416.254.025
137.756.167
81.377.643
52.193.394
Balance brought forward Third parties (continued) PT Bank Negara Indonesia (Persero) Tbk AS$74,473 (2011: US$143,761; 2011: US$1,131,813; 2010: US$17,791; 2009: US$4,312) PT Bank Rakyat Indonesia (Persero) Tbk (2011: US$786; 2010: US$831; 2009: US$913) Related party (Note 33e) In Rupiah PT Bank Perkreditan Rakyat Lingga Sejahtera
Time deposits Third parties In Rupiah PT Bank Negara Indonesia (Persero) Tbk PT Bank Permata Tbk PT Bank Mandiri (Persero) Tbk Related party (Note 33e) In Rupiah PT Bank Perkreditan Rakyat Lingga Sejahtera
The interest rates on time deposits in 2013 are ranging from 4.6% to 8.7% per annum (2012: from 3.5% to 10% per annum; 2011: from 3.4% to 10% per annum; 2010: from 5.1% to 10% per annum; 2009: 5.9% to 12% per annum).
Suku bunga deposito berjangka dalam Rupiah untuk tahun 2013 adalah antara 4,6% sampai 8,7% per tahun (2012: antara 3,5% sampai 10% per tahun; 2011: antara 3,4% sampai 10% per tahun; 2010: antara 5,1% sampai 10% per tahun; 2009: antara 5,9% sampai 12 % per tahun).
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Kas dan setara kas yang dibatasi penggunaannya Pihak berelasi (Catatan 33e) Dalam Rupiah PT Bank Perkreditan Rakyat Lingga Sejahtera
2012
-
4.000.000
2011
4.000.000
2010
4.000.000
2009
-
Restricted Cash and cash equivalents Related party (Note 33e) In Rupiah PT Bank Perkreditan Rakyat Lingga Sejahtera
As of December 31, 2012, 2011 and 2010, restricted cash and cash equivalents in PT Bank Perkreditan Rakyat Lingga Sejahtera represent deposit for collateral provided by the Company and a subsidiary (MMS) amounting to Rp2,000,000 and Rp2,000,000, respectively, in relation to a loan facility of related parties. On March 27, 2013, the Company and MMS have withdrawn the related restricted time deposit.
Per 31 Desember 2012, 2011 dan 2010, kas dan setara kas yang dibatasi penggunaannya pada PT Bank Perkreditan Rakyat Lingga Sejahtera merupakan deposito yang digunakan sebagai jaminan yang diberikan oleh Perseroan dan entitas anak (MMS) masing-masing sebesar Rp2.000.000 dan Rp2.000.000, sehubungan dengan fasilitas pinjaman pihak berelasi. Pada tanggal 27 Maret 2013, Perseroan dan MMS telah mengakhiri penjaminan tersebut.
F-89
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 6.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIUTANG USAHA - PIHAK KETIGA
6.
TRADE RECEIVABLES - THIRD PARTIES
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Piutang usaha - dalam Rupiah PT Sinar Mas Agro Resources and Technology Tbk PT Sinar Alam Permai PT Wilmar Nabati Indonesia
Piutang usaha - dalam Dolar AS PT Wilmar Nabati Indonesia (AS$9.322)
2012
2011
2010
2009
4.100.532 362.130 3.906.418
9.278.345 4.701.698 1.367.485
2.246.752 209.265
-
-
8.369.080
15.347.528
2.456.017
-
-
92.558
-
-
-
-
8.461.638
15.347.528
2.456.017
-
-
Trade receivables - in Rupiah PT Sinar Mas Agro Resources and Technology Tbk PT Sinar Alam Permai PT Wilmar Nabati Indonesia
Trade receivables - in US Dollar PT Wilmar Nabati Indonesia (US$9,322)
The aging analysis of trade receivables - third parties is as follows:
Analisis umur piutang usaha - pihak ketiga adalah sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Dalam Rupiah Belum jatuh tempo Sudah jatuh tempo
7.
2012
2011
2010
2009
7.137.737 1.323.901
15.347.528 -
2.456.017 -
-
-
8.461.638
15.347.528
2.456.017
-
-
In Rupiah Current Overdue
Piutang usaha - pihak ketiga merupakan piutang atas penjualan minyak kelapa sawit, minyak inti sawit dan inti sawit.
Trade receivables - third parties represents receivables from sales of crude palm oil, crude palm kernel oil and palm kernel.
Piutang termasuk piutang usaha - pihak ketiga milik Grup dan entitas anak (KSA dan MMS) sejumlah Rp31.000.000 dijaminkan untuk fasilitas pinjaman yang diperoleh dari bank (Catatan 22).
Receivable include trade receivables - third parties of the Group and subsidiaries (KSA and MMS) totaling to Rp31,000,000 are pledged as collateral for loan facilities obtained from banks (Note 22).
Manajemen berkeyakinan bahwa seluruh piutang usaha - pihak ketiga dapat tertagih dan tidak diperlukan penyisihan penurunan nilai.
Management believes that all trade receivables third parties are fully collectible, thus, allowance for impairment loss is not considered necessary.
PIUTANG LAIN-LAIN - PIHAK KETIGA
7.
OTHER RECEIVABLES - THIRD PARTIES
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Piutang lain-lain - dalam Rupiah PT Palmec Surya Lestari PT Borneo Langgeng Sejahtera PT Banua Sarana Jaya PT Karyatama Unggul Sejahtera CV Clarissa Pratama CV Surya Alam Makmur PT Sinar Alam Permai CV Sinar Mas PT Akar Mesindotama
6.200.000 1.420.106 563.245 484.613 116.460 16.799 -
6.700.000 116.460 204.435 126.055 22.038
116.460 690.639 303.078 3.000.000
-
-
Other receivables - in Rupiah PT Palmec Surya Lestari PT Borneo Langgeng Sejahtera PT Banua Sarana Jaya PT Karyatama Unggul Sejahtera CV Clarissa Pratama CV Surya Alam Makmur PT Sinar Alam Permai CV Sinar Mas PT Akar Mesindotama
Saldo dipindahkan
8.801.223
7.168.988
4.110.177
-
-
Balance carried forward
F-90
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 7.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIUTANG LAIN-LAIN - PIHAK KETIGA (lanjutan)
7.
OTHER RECEIVABLES (continued)
-
THIRD
PARTIES
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Saldo pindahan PT Super Andalas Steel PT Karya Putra Megah Arifin PT Kerabat Perdana Mandiri H Muin PT Sinar Mas Agro Resources and Technology Tbk PT Mekar Karya Mas PT Daya Dinamika Energi Lain-lain (total masing-masing kurang dari Rp100.000)
2012
2011
2010
2009
8.801.223
7.168.988
4.110.177
-
-
Balance brought forward
-
-
1.911.081 474.354 347.680 -
158.303 154.747
171.851
-
-
109.957 -
-
837.000 300.000
793.913
891.734
1.438.762
978.234
427.166
PT Super Andalas Steel PT Karya Putra Megah Arifin PT Kerabat Perdana Mandiri H Muin PT Sinar Mas Agro Resources and TechnologyTbk PT Mekar Karya Mas PT Daya Dinamika Energi Others (individually less than Rp100,000)
9.595.136
8.060.722
8.392.011
1.291.284
1.736.017
Pada tanggal 31 Mei 2013, Perseroan dan PT Palmec Surya Lestari menyetujui pengakhiran perjanjian pembangunan Jetty, Trestle, Bulking dan Fasilitas milik Perseroan. PT Palmec Surya Lestari bersedia untuk mengembalikan uang muka yang belum terealisasi secara berkala hingga bulan Desember 2013. Perseroan mencatat uang muka yang belum terealisasi tersebut sebagai bagian dari piutang lain-lain - pihak ketiga dalam laporan posisi keuangan konsolidasian pada tanggal 30 Juni 2013 dan 31 Desember 2012.
On May 31, 2013, the Company and PT Palmec Surya Lestari agreed to terminate the agreement of construction of the Company’s Jetty, Trestle, Bulking and Facility. PT Palmec Surya Lestari agreed to repay the amount of unrealized advance on installment basis up to December 2013. The Company recognized the amount of unrealized advance as part of other receivable - third parties in the consolidated statements of financial position as of June 30, 2013 and December 31, 2012.
Piutang lain-lain - pihak ketiga terutama merupakan piutang atas dana talangan yang diberikan kepada kontraktor.
Other receivables - third parties mainly represents payment on behalf of the contractor.
Piutang termasuk piutang lain-lain - pihak ketiga milik Perseroan dan entitas anak (KSA dan MMS) sejumlah Rp31.000.000 dijaminkan untuk fasilitas pinjaman yang diperoleh dari bank (Catatan 22).
Receivables include other receivable - third parties of the Company and subsidiaries (KSA and MMS) totaling to Rp31,000,000 are pledged as collateral for loan facilities obtained from banks (Note 22).
Manajemen berkeyakinan bahwa seluruh piutang lain-lain - pihak ketiga dapat tertagih dan tidak diperlukan penyisihan penurunan nilai.
Management believes that all other receivables third parties are fully collectible, thus, allowance for impairment losses is not considered necessary.
F-91
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 8.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PERSEDIAAN
8.
INVENTORIES
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Minyak kelapa sawit Inti sawit Minyak inti sawit Tandan buah segar Bahan, suku cadang dan perlengkapan perawatan
9.
2012
2011
17.835.686 4.147.759 6.429.897 485.376
36.813.790 8.165.838 7.436.590 -
33.195.280 6.258.304 3.056.336 -
2010 7.919.660 5.346.030 -
2009 3.503.549 1.221.789 -
29.808.757
46.637.233
28.899.446
12.220.913
13.833.132
58.707.475
99.053.451
71.409.366
25.486.603
18.558.470
Crude palm oil Palm kernel Crude palm kernel oil Fresh fruit bunches Materials, spare parts and maintenance supplies
Manajemen berkeyakinan bahwa seluruh persediaan dapat dijual atau digunakan dan tidak diperlukan penyisihan persediaan usang pada tanggal-tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009.
Management believes that all inventories can be either sold or used, thus, no allowance for impairment is necessary as of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009.
Pada tanggal 30 Juni 2013, Perseroan dan entitas anak (KSA dan MMS) mengasuransikan persediaannya terhadap risiko kebakaran dan risiko lainnya dengan jumlah pertanggungan sebesar Rp399.064.456 (2012: Rp307.007.751; 2011: Rp180.000.000; 2010: Rp120.000.000) dimana menurut pendapat manajemen jumlahnya cukup untuk menutup kemungkinan kerugian yang timbul dari risiko yang dipertanggungkan.
As of June 30, 2013, the inventories of Company and subsidiaries (KSA and MMS) are covered by insurance against losses from fire and other risks under blanket policies with insurance coverage amounting to Rp399,064,456 (2012: Rp307,007,751; 2011: Rp180,000,000; 2010: Rp120,000,000) which in management’s opinion, is adequate to cover possible losses from such risks.
Persediaan dijaminkan untuk fasilitas pinjaman yang diperoleh dari bank (Catatan 22).
Inventories are pledged as collateral for loan facilities obtained from banks (Note 22).
BIAYA DIBAYAR DI MUKA
9.
PREPAID EXPENSES
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Asuransi Sewa
2012
2011
2010
2009
1.319.305 1.250
1.259.730 8.880
940.783 84.405
718.834 113.917
474.005 -
1.320.555
1.268.610
1.025.188
832.751
474.005
F-92
Insurance Rent
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
10. UANG MUKA - PIHAK KETIGA
10. ADVANCES - THIRD PARTIES 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 PT Banua Sarana Jaya PT Karyatama Unggul Sejahtera PT Borneo Langgeng Sejahtera Lain-lain
2012
2011
2010
2009
26.776.168 9.941.994 9.004.047 5.022.063
1.178.882
127.468
53.692
22.500
50.744.272
1.178.882
127.468
53.692
22.500
PT Banua Sarana Jaya PT Karyatama Unggul Sejahtera PT Borneo Langgeng Sejahtera Others
Akun ini merupakan uang muka atas pembelian persediaan dan jasa kepada pihak ketiga.
This account represents advances for purchase of inventories and services to third parties.
Pada tanggal 24 Juni 2013, Perseroan mengadakan perjanjian kerjasama pengadaan tandan buah segar dengan PT Banua Sarana Jaya (BSJ) sebanyak 200 MT per hari. Perjanjian ini berlaku hingga 24 Desember 2013.
On June 24, 2013, the Company engaged into a procurement of fresh fruit bunches with PT Banua Sarana Jaya (BSJ) for 200 MT per day. This agreement is valid until December 24, 2013.
Pada tanggal 24 Juni 2013, Perseroan mengadakan perjanjian kerjasama pengadaan jasa konstruksi di kebun dan pabrik kelapa sawit dengan PT Karyatama Unggul Sejahtera (KUS). Perjanjian ini berlaku hingga 31 Desember 2013.
On June 24, 2013, the Company engaged into a construction service agreement with PT Karyatama Unggul Sejahtera (KUS) for the construction service of the estate and palm oil mill. This agreement is valid until December 31, 2013.
Pada tanggal 24 Juni 2013, Perseroan mengadakan perjanjian kerjasama pengadaan jasa pengangkutan tandan buah segar dengan PT Borneo Langgeng Sejahtera (BLS). Perjanjian ini berlaku hingga 24 Juni 2014.
On June 24, 2013, the Company engaged into a transportation service of fresh fruit bunches with PT Borneo Langgeng Sejahtera (BLS). This agreement is valid until June 24, 2014.
11. TANAMAN PERKEBUNAN a.
11. PLANTATION ASSETS
Tanaman menghasilkan
a.
30 Juni 2013
June 30, 2013 Saldo awal/ Beginning balance
Nilai perolehan Tanaman sawit Akumulasi amortisasi Tanaman sawit Nilai buku neto
Mature plantations
Penambahan/ Additions
Pengurangan/ Deduction
Saldo akhir/ Ending balance
860.601.672
23.870.528
-
884.472.200
(157.082.693)
(22.406.535)
-
(179.489.228)
703.518.979
704.982.972
F-93
Cost Oil palm plantations Accumulated amortization Oil palm plantations Net book value
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
11. TANAMAN PERKEBUNAN (lanjutan) a.
11. PLANTATION ASSETS (continued)
Tanaman menghasilkan (lanjutan)
a.
Mature plantations (continued)
31 Desember 2012
December 31, 2012 Saldo awal/ Beginning balance
Nilai perolehan Tanaman sawit Akumulasi amortisasi Tanaman sawit Nilai buku neto
Penambahan/ Additions
Pengurangan/ Deduction
Saldo akhir/ Ending balance
757.016.383
103.585.289
-
860.601.672
(114.380.635)
(42.702.058)
-
(157.082.693)
642.635.748
703.518.979
31 Desember 2011
Cost Oil palm plantations Accumulated amortization Oil palm plantations Net book value
December 31, 2011 Saldo awal/ Beginning balance
Penambahan/ Additions
Pengurangan/ Deduction
Saldo akhir/ Ending balance
Nilai perolehan Tanaman sawit
615.969.552
141.046.832
-
757.016.384
Akumulasi amortisasi Tanaman sawit
(78.295.726)
(36.084.910)
-
(114.380.636)
Nilai buku neto
537.673.826
642.635.748
31 Desember 2010
Cost Oil palm plantations Accumulated amortization Oil palm plantations Net book value December 31, 2010
Saldo awal/ Beginning balance
Penambahan/ Additions
Pengurangan/ Deduction
Saldo akhir/ Ending balance
Nilai perolehan Tanaman sawit
412.539.755
203.429.797
-
615.969.552
Cost Oil palm plantations
Akumulasi amortisasi Tanaman sawit
(47.497.111)
(30.798.615)
-
(78.295.726)
Accumulated amortization Oil palm plantations
Nilai buku neto
365.042.644
537.673.826
Net book value
31 Desember 2009
December 31, 2009 Saldo awal/ Beginning balance
Penambahan/ Additions
Pengurangan/ Deduction
Saldo akhir/ Ending balance
Nilai perolehan Tanaman sawit
342.169.087
70.370.668
-
412.539.755
Akumulasi amortisasi Tanaman sawit
(26.870.500)
(20.626.611)
-
(47.497.111)
Nilai buku neto
315.298.587
365.042.644
Cost Oil palm plantations Accumulated amortization Oil palm plantations Net book value
Amortization of mature plantations are charged to cost of sales (Note 29).
Amortisasi tanaman menghasilkan dibebankan ke dalam akun beban pokok penjualan (Catatan 29).
F-94
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
11. TANAMAN PERKEBUNAN (lanjutan) a.
b.
11. PLANTATION ASSETS (continued)
Tanaman menghasilkan (lanjutan)
a.
Mature plantations (continued)
Pada tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, seluruh tanaman yang telah menghasilkan beserta tanah dan aset tetap yang ada di atasnya milik Perseroan, KSA dan MMS dijaminkan sehubungan dengan fasilitas pinjaman yang diperoleh dari PT Bank Mandiri (Persero) Tbk (Catatan 22).
As of June 30, 2013 and December 31, 2012 and 2011, all mature plantations with land and fixed assets of the Company, KSA and MMS are pledged in relation to the investment loan facilities obtained from PT Bank Mandiri (Persero) Tbk (Note 22).
Pada tanggal 31 Desember 2010 dan 1 Januari 2010/31 Desember 2009 seluruh tanaman yang telah menghasilkan beserta tanah dan aset tetap yang ada diatasnya milik Perseroan, KSA dan MMS dijaminkan sehubungan dengan fasilitas pinjaman yang diperoleh dari PT Bank Negara Indonesia (Persero) Tbk (Catatan 22).
As of December 31, 2010 and January 1, 2010/December 31, 2009, all mature plantations with land and fixed assets of the Company, KSA and MMS are pledged in relation to the investment loan facilities obtained from PT Bank Negara Indonesia (Persero) Tbk (Note 22).
Tanaman belum menghasilkan
b.
Immature plantations
Tanaman belum menghasilkan merupakan akumulasi biaya yang terjadi di Perseroan dan entitas anak (KSA dan MMS) sehubungan dengan pengembangan perkebunan kelapa sawit (perkebunan), seperti pembersihan lahan, penanaman, pemupukan dan kegiatankegiatan pemeliharaan lainnya sampai lahan perkebunan kelapa sawit tersebut sudah menghasilkan (Catatan 2j).
The immature plantations represent the accumulated costs incurred relating to the development of the Company and subsidiaries’ (KSA and MMS) oil palm plantations (plantations) such as land clearing, planting, fertilizing and other maintenance activities until the oil palm areas are considered mature (Note 2j).
Mutasi tanaman belum menghasilkan adalah sebagai berikut:
The movements of immature plantations are as follows: 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Saldo awal Biaya pengembangan Kapitalisasi beban bunga Kapitalisasi beban penyusutan (Catatan 12) Dialihkan ke tanaman menghasilkan (Catatan 11a)
2012
2011
2010
2009
34.935.686 4.706.602 714.326
117.543.143 18.518.285 1.227.044
204.799.249 45.701.492 3.372.625
344.663.578 44.744.203 13.529.001
319.691.206 64.480.000 26.717.714
356.087
1.232.503
4.716.609
5.292.264
4.145.326
(23.870.528)
(103.585.289)
(141.046.832)
(203.429.797)
(70.370.668)
16.842.173
34.935.686
117.543.143
204.799.249
344.663.578
Beginning balance Development costs Interest capitalization Depreciation expense capitalization (Note 12) Transferred to mature plantations (Note 11a)
During 2013, addition of immature plantations from non-cash transactions amounted to Rp1,070,413 (2012: Rp2,459,547; 2011: Rp8,089,234; 2010: Rp18,821,265; 2009: Rp30.863.040).
Selama tahun 2013, penambahan tanaman yang belum menghasilkan yang berasal dari transaksi non kas sejumlah Rp1.070.413 (2012: Rp2.459.547; 2011: Rp8.089.234; 2010: Rp18.821.265; 2009: Rp30.863.040).
F-95
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
11. TANAMAN PERKEBUNAN (lanjutan) b.
11. PLANTATION ASSETS (continued)
Tanaman belum menghasilkan (lanjutan)
b.
Immature plantations (continued)
Pada tanggal 30 Juni 2013, tanaman belum menghasilkan diasuransikan terhadap risiko kebakaran dengan total pertanggungan sebesar Rp39.503.465 (2012: Rp276.831.312; 2011: Rp321.436.455; 2010: Rp380.294.135), dimana menurut pendapat manajemen jumlah tersebut cukup untuk menutup kemungkinan kerugian yang timbul dari risiko yang dipertanggungkan.
As of June 30, 2013, immature plantations were insured against losses from fire with insurance coverage totalling to Rp39,503,465 (2012: Rp276,831,312; 2011: Rp321,436,455; 2010: Rp380,294,135) which amount in management’s opinion, is adequate to cover possible losses from such risks.
Nilai wajar tanaman perkebunan milik Perseroan, KSA dan MMS pada tanggal 30 Juni 2013 berdasarkan laporan KJPP Amin, Nirwan, Alfiantori dan Rekan, penilai independen, dalam laporannya tertanggal 21 Agustus 2013 adalah sebesar Rp3.478.362.595.
The fair value of the Company, KSA and MMS’ plantations assets as of June 30, 2013 based on report of KJPP Amin, Nirwan, Alfiantori dan Rekan, an independent valuer, in its report dated August 21, 2013, is Rp3,478,362,595.
Pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009, manajemen Perseroan, KSA dan MMS berkeyakinan bahwa tidak ada indikasi penurunan nilai tanaman perkebunan.
As of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009, the Company, KSA and MMS’ management believes that there was no indication of impairment in the value of plantation assets.
Perseroan, KSA dan MMS telah memperoleh hak kepemilikan atas tanah perkebunan dalam bentuk sertifikat “Hak Guna Usaha“ (HGU) mencakup wilayah perkebunan sebagai berikut:
The Company, KSA and MMS have obtained the titles of ownership of the plantation land (“landrights”) under “Hak Guna Usaha” (HGU) certificates covering its plantation area as follows:
Nomor HGU/ HGU Number Perseroan/the Company 30
Ha/ Ha
Lokasi/ Location
199
Arut Selatan, Kotawaringin Barat
36
12.342
Arut Selatan, Kotawaringin Barat
47
4.443
Arut Selatan, Kotawaringin Barat
PT Kalimantan Sawit Abadi 48
1.933
Natai Baru, Kotawaringin Barat
49
2.510
Rungun, Kotawaringin Barat
PT Mitra Mendawai Sejati 45
5.922
Umpang, Kotawaringin Barat
46
2.999
Umpang, Kotawaringin Barat
F-96
Tanggal kadaluarsa/ Expiration date 24 September 2039/ September 24, 2039 24 September 2039/ September 24, 2039 24 September 2042/ September 24, 2042 24 September 2042/ September 24, 2042 24 September 2042/ September 24, 2042 24 September 2042/ September 24, 2042 24 September 2042/ September 24, 2042
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
11. TANAMAN PERKEBUNAN (lanjutan)
11. PLANTATION ASSETS (continued)
Manajemen berpendapat bahwa hak kepemilikan atas tanah dapat diperpanjang pada saat jatuh tempo.
Management believes that the landrights can be extended upon their expiration.
Hak kepemilikan atas tanah perkebunan dijaminkan untuk fasilitas pinjaman investasi yang diperoleh Perseroan, KSA dan MMS dari bank (Catatan 22).
Landrights are pledged as collateral for loan facilities obtained by the Company, KSA and MMS from banks (Note 22).
Hingga tanggal penyelesaian laporan keuangan konsolidasian, Perseroan dan entitas anak belum melakukan pengembangan program plasma.
As of the completion date of the consolidated financial statements, the Company and subsidiaries have not established any plasma program.
12. ASET TETAP
12. FIXED ASSETS 30 Juni 2013/June 30, 2013 Saldo awal/ Beginning balance
Harga perolehan: Pemilikan langsung Tanah Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset dalam penyelesaian Aset sewa pembiayaan Kendaraan Alat berat
Akumulasi penyusutan: Pemilikan langsung Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset sewa pembiayaan Kendaraan Alat berat
Nilai buku neto
Penambahan/ Additions
Pengurangan/ Reklasifikasi/ Deductions Reclassifications
Saldo akhir/ Ending balance
57.924.951 156.263.039 238.888.744 147.664.419 98.149.293 14.215.129 128.285.287
2.042.760 135.960 3.485.683 3.996.918 1.082.154 20.196.943
-
29.417.439 74.310.004 10.299.940 1.567.943 (105.295.386)
59.967.711 156.263.039 268.442.143 225.460.106 112.446.151 16.865.226 43.186.844
841.390.862
30.940.418
-
10.299.940
882.631.220
36.199.044 27.459.252
-
-
(7.473.000) (2.826.940)
28.726.044 24.632.312
63.658.296
-
-
(10.299.940)
53.358.356
905.049.158
30.940.418
-
-
935.989.576
(37.870.572) (49.289.753) (70.213.476) (66.403.024) (7.674.020)
(7.305.961) (8.079.803) (15.928.027) (5.951.480) (1.180.620)
-
(6.517.578) -
(45.176.533) (57.369.556) (86.141.503) (78.872.082) (8.854.640)
(231.450.845)
(38.445.891)
-
(6.517.578)
(276.414.314)
(12.953.251) (8.740.520)
(3.638.804) (2.745.926)
-
4.105.583 2.411.995
(12.486.472) (9.074.451)
(21.693.771)
(6.384.730)
-
6.517.578
(21.560.923)
(253.144.616)
(44.830.621)
-
-
(297.975.237)
651.904.542
638.014.339
F-97
Cost: Direct ownership Land Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Construction in progress Leased assets Vehicles Heavy equipments
Accumulated depreciation: Direct ownership Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Leased assets Vehicles Heavy equipments
Net book value
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) 31 Desember 2012/December 31, 2012
Saldo awal/ Beginning balance Harga perolehan: Pemilikan langsung Tanah Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset dalam penyelesaian Aset sewa pembiayaan Kendaraan Alat berat Mesin
Akumulasi penyusutan: Pemilikan langsung Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset sewa pembiayaan Kendaraan Alat berat Mesin
Nilai buku neto
Penambahan/ Additions
Pengurangan/ Reklasifikasi/ Deductions Reclassifications
Saldo akhir/ Ending balance
25.593.541 129.326.980 196.643.681 137.438.667 78.473.746 10.320.508 21.170.550
32.331.410 26.936.059 782.390 6.455.680 15.743.604 3.652.456 151.977.703
(7.353) (4.035.904) (29.632)
41.462.673 3.777.425 7.967.847 242.165 (44.833.334)
57.924.951 156.263.039 238.888.744 147.664.419 98.149.293 14.215.129 128.285.287
598.967.673
237.879.302
(4.072.889)
8.616.776
841.390.862
26.536.500 28.558.249 907.676
12.449.544 3.823.103 -
-
(2.787.000) (4.922.100) (907.676)
36.199.044 27.459.252 -
56.002.425
16.272.647
-
(8.616.776)
63.658.296
654.970.098
254.151.949
(4.072.889)
-
Accumulated depreciation: Direct ownership (37.870.572) Infrastructure (49.289.753) Buildings (70.213.476) Machinery and equipments (66.403.024) Vehicles and heavy equipments (7.674.020) Furniture and fixtures
(15.947.073) (13.429.659) (18.099.890) (9.409.653) (1.618.154)
7.353 4.035.904 -
(726.141) (5.092.500) -
(171.171.032)
(58.504.429)
4.043.257
(5.818.641)
(231.450.845)
(6.806.311) (6.112.501) (544.605)
(7.912.041) (5.955.419) (181.535)
-
1.765.101 3.327.400 726.140
(12.953.251) (8.740.520) -
(13.463.417)
(14.048.995)
-
5.818.641
(21.693.771)
(184.634.449)
(72.553.424)
4.043.257
-
(253.144.616) 651.904.542
F-98
Leased assets Vehicles Heavy equipments Machinery
905.049.158
(21.923.499) (35.860.094) (51.394.798) (55.936.775) (6.055.866)
470.335.649
Cost: Direct ownership Land Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Construction in progress
Leased assets Vehicles Heavy equipments Machinery
Net book value
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) 31 Desember 2011/December 31, 2011
Saldo awal/ Beginning balance Harga perolehan: Pemilikan langsung Tanah Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset dalam penyelesaian Aset sewa pembiayaan Kendaraan Alat berat Mesin
Akumulasi penyusutan: Pemilikan langsung Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset sewa pembiayaan Kendaraan Alat berat Mesin
(Penyisihan)/pemulihan atas penurunan nilai Nilai buku neto
Penambahan/ Additions
Pengurangan/ Reklasifikasi/ Deductions Reclassifications
22.663.083 92.193.628 114.184.818 96.646.882 61.459.739 7.791.784 30.157.972
2.930.458 37.133.352 5.127.528 4.465.484 11.041.808 2.528.724 111.341.928
(6.671.714) (333.000) -
425.097.906
174.569.282
(7.004.714)
17.891.500 17.692.826 907.676
10.835.500 14.980.122 -
36.492.002
25.815.622
461.589.908
200.384.904
84.003.049 36.326.301 6.305.199 (120.329.350)
Saldo akhir/ Ending balance
25.593.541 129.326.980 196.643.681 137.438.667 78.473.746 10.320.508 21.170.550
6.305.199
598.967.673
-
(2.190.500) (4.114.699) -
26.536.500 28.558.249 907.676
-
(6.305.199)
56.002.425
(7.004.714)
-
(12.793.632) (8.940.045) (13.279.050) (10.560.795) (1.153.212)
1.573.578 38.850 -
(4.370.197) -
(21.923.499) (35.860.094) (51.394.798) (55.936.775) (6.055.866)
(121.686.529)
(46.726.734)
1.612.428
(4.370.197)
(171.171.032)
(3.512.556) (3.855.726) (363.070)
(4.820.838) (5.099.889) (181.535)
-
1.527.083 2.843.114 -
(6.806.311) (6.112.501) (544.605)
(7.731.352)
(10.102.262)
-
4.370.197
(13.463.417)
(129.417.881)
(56.828.996)
1.612.428
-
(184.634.449)
-
-
4.771.175
327.400.852
F-99
Leased assets Vehicles Heavy equipments Machinery
654.970.098
(9.129.867) (28.493.627) (38.115.748) (41.044.633) (4.902.654)
(4.771.175)
Cost: Direct ownership Land Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Construction in progress
Accumulated depreciation: Direct ownership Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Leased assets Vehicles Heavy equipments Machinery
-
(Allowance for)/recovery of impairment
470.335.649
Net book value
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) 31 Desember 2010/December 31, 2010
Saldo awal/ Beginning balance Harga perolehan: Pemilikan langsung Tanah Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset dalam penyelesaian Aset sewa pembiayaan Kendaraan Alat berat Mesin
Akumulasi penyusutan: Pemilikan langsung Prasarana Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset sewa pembiayaan Kendaraan Alat berat Mesin
Penyisihan atas penurunan nilai Nilai buku neto
Penambahan/ Additions
Pengurangan/ Reklasifikasi/ Deductions Reclassifications
Saldo akhir/ Ending balance
19.062.109 98.958.039 95.500.331 49.524.701 6.210.693 4.224.063
3.600.974 92.193.628 809.494 1.146.551 6.569.075 1.581.091 40.351.194
-
14.417.285 5.365.963 (14.417.285)
22.663.083 92.193.628 114.184.818 96.646.882 61.459.739 7.791.784 30.157.972
273.479.936
146.252.007
-
5.365.963
425.097.906
7.900.000 11.480.262 907.676
12.914.000 8.656.027 -
-
(2.922.500) (2.443.463) -
17.891.500 17.692.826 907.676
(5.365.963)
20.287.938
21.570.027
-
293.767.874
167.822.034
-
-
36.492.002
(9.129.867) (7.551.738) (12.084.373) (9.125.866) (1.215.559)
-
(3.309.010) -
(9.129.867) (28.493.627) (38.115.748) (41.044.633) (4.902.654)
(79.270.116)
(39.107.403)
-
(3.309.010)
(121.686.529)
(2.098.200) (2.823.838) (181.535)
(3.216.564) (2.538.690) (181.535)
-
1.802.208 1.506.802 -
(3.512.556) (3.855.726) (363.070)
(5.103.573)
(5.936.789)
-
3.309.010
(7.731.352)
(84.373.689)
(45.044.192)
-
-
(129.417.881)
(4.771.175)
-
-
(4.771.175)
209.394.185
327.400.852
F-100
Leased assets Vehicles Heavy equipments Machinery
461.589.908
(20.941.889) (26.031.375) (28.609.757) (3.687.095)
-
Cost: Direct ownership Land Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Construction in progress
Accumulated depreciation: Direct ownership Infrastructure Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Leased assets Vehicles Heavy equipments Machinery
Allowance for impairment Net book value
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) 1 Januari 2010/31 Desember 2009/January 1, 2010/December 31, 2009
Saldo awal/ Beginning balance Harga perolehan: Pemilikan langsung Tanah Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset dalam penyelesaian Aset sewa pembiayaan Kendaraan Alat berat Mesin
Akumulasi penyusutan: Pemilikan langsung Bangunan Mesin dan peralatan Kendaraan dan alat-alat berat Perabotan dan perlengkapan Aset sewa pembiayaan Kendaraan Alat berat Mesin
Nilai buku neto
Penambahan/ Additions
Pengurangan/ Reklasifikasi/ Deductions Reclassifications
Saldo akhir/ Ending balance
16.473.529 68.763.281 39.128.081 16.065.122 4.717.074 87.424.658
2.588.580 79.025 9.424.359 1.493.619 3.287.388
-
30.194.758 56.293.225 24.035.220 (86.487.983)
19.062.109 98.958.039 95.500.331 49.524.701 6.210.693 4.224.063
232.571.745
16.872.971
-
24.035.220
273.479.936
5.113.000 30.593.382 -
2.787.000 4.922.100 907.676
-
(24.035.220) -
7.900.000 11.480.262 907.676
(24.035.220)
35.706.382
8.616.776
-
268.278.127
25.489.747
-
-
20.287.938
(6.317.778) (11.097.183) (4.581.763) (974.957)
-
(14.821.719) -
(20.941.889) (26.031.375) (28.609.757) (3.687.095)
(41.476.716)
(22.971.681)
-
(14.821.719)
(79.270.116)
(982.700) (12.202.372) -
(1.115.500) (5.443.185) (181.535)
-
14.821.719 -
(2.098.200) (2.823.838) (181.535)
(13.185.072)
(6.740.220)
-
14.821.719
(5.103.573)
(54.661.788)
(29.711.901)
-
-
(84.373.689) 209.394.185
F-101
Leased assets Vehicles Heavy equipments Machinery
293.767.874
(14.624.111) (14.934.192) (9.206.275) (2.712.138)
213.616.339
Cost: Direct ownership Land Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Construction in progress
Accumulated depreciation: Direct ownership Buildings Machinery and equipments Vehicles and heavy equipments Furniture and fixtures Leased assets Vehicles Heavy equipments Machinery
Net book value
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) As of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009, the details of percentage of completion and estimated time of completion were as follows:
Pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009, rincian persentase penyelesaian dan estimasi waktu penyelesaian untuk aset dalam penyelesaian adalah sebagai berikut: 30 Juni 2013
Bangunan Sistem informasi Mesin dan peralatan
June 30, 2013 Persentase jumlah tercatat terhadap nilai kontrak/ Percentage of carrying amount to contract value
Persentase penyelesaian/ Percentage of completion
2% - 90%
2% - 90%
38.440.562
40%
40%
687.320
48% - 92%
48% - 92%
4.058.962
Akumulasi biaya/ Accumulated costs
Estimasi penyelesaian/ Estimated completion Juli - Desember 2013/ July - December 2013 Desember 2013/ December 2013 Agustus September 2013/ August September 2013
Buildings Information system Machinery and equipments
43.186.844
31 Desember 2012
Bangunan Sistem informasi Perabotan dan perlengkapan Mesin dan peralatan
December 31, 2012 Persentase jumlah tercatat terhadap nilai kontrak/ Percentage of carrying amount to contract value
Persentase penyelesaian/ Percentage of completion
8 - 95%
8 - 95%
125.083.418
80% 85% 18%
80% 85% 18%
2.401.668 393.238 406.963
Akumulasi biaya/ Accumulated costs
Estimasi penyelesaian/ Estimated completion Agustus 2013/August 2013 April/April 2013 Februari/February 2013 Mei/May 2013
Buildings Information system Furniture and fixtures Machinery and equipments
128.285.287
31 Desember 2011
Bangunan Sistem informasi Mesin dan peralatan Perabotan dan perlengkapan
December 31, 2011 Persentase jumlah tercatat terhadap nilai kontrak/ Percentage of carrying amount to contract value
Persentase penyelesaian/ Percentage of completion
19 - 93%
19 - 93%
19.302.251
55% 90% 90%
55% 90% 90%
1.367.386 258.748 242.165
Akumulasi biaya/ Accumulated costs
21.170.550
F-102
Estimasi penyelesaian/ Estimated completion Januari/January 2012 - April/April 2013 Desember/December 2012 April/April 2012 Januari/January 2012
Buildings Information system Machinery and equipments Furniture and fixtures
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued)
31 Desember 2010
December 31, 2010 Persentase jumlah tercatat terhadap nilai kontrak/ Percentage of carrying amount to contract value
Persentase penyelesaian/ Percentage of completion
25 - 82%
25 - 82%
26.694.379
59%
59%
3.463.593
Bangunan Mesin dan peralatan
Akumulasi biaya/ Accumulated costs
Estimasi penyelesaian/ Estimated completion Februari/February 2011 Buildings - Desember/December 2012 November/November Machinery and equipments 2011
30.157.972
1 Januari 2010/ 31 Desember 2009
Bangunan
January 1, 2010/ December 31, 2009
Persentase jumlah tercatat terhadap nilai kontrak/ Percentage of carrying amount to contract value
Persentase penyelesaian/ Percentage of completion
78%
78%
Beban pokok penjualan (Catatan 29) Beban umum dan administrasi (Catatan 30) Tanaman belum menghasilkan biaya pengembangan (Catatan 11b)
4.224.063
Estimasi penyelesaian/ Estimated completion Januari - Desember 2009/ January - December 2009
Buildings
Depreciation of fixed assets were charged to the following accounts:
Beban penyusutan aset tetap dibebankan ke akunakun berikut ini: 30 Juni 2013/ June 30, 2013
Akumulasi biaya/ Accumulated costs
31 Des. 2012/ Dec. 31, 2012
31 Des. 2011/ Dec. 31, 2011
31 Des. 2010/ Dec. 31, 2010
39.070.735
60.059.175
41.156.632
33.231.549
5.403.799
11.261.746
10.955.755
6.520.379
356.087
1.232.503
4.716.609
5.292.264
44.830.621
72.553.424
56.828.996
45.044.192
Cost of sales (Note 29) General and administrative expenses (Note 30) Immature plantation development cost (Note 11b)
Pada tanggal 30 Juni 2013, aset tetap yang digunakan dalam operasi Grup meliputi aset tetap yang telah habis nilai bukunya dengan nilai perolehan sebesar Rp57.083.878.
As of June 30, 2013, fixed assets used in the Group’s operation include fully depreciated fixed assets with acquisition cost totaling to Rp57,083,878.
Pada tanggal 30 Juni 2013, tidak terdapat aset tetap yang tidak dipakai sementara oleh Grup.
As of June 30, 2013, there is no fixed assets which are temporarily not in use by the Group.
Nilai wajar aset tetap Grup pada tanggal 30 Juni 2013, berdasarkan laporan KJPP Amin, Nirwan, Alfiantori dan Rekan, penilai independen, dalam laporannya tertanggal 21 Agustus 2013 adalah sebesar Rp1.547.449.405. Manajemen berkeyakinan bahwa tidak terdapat indikasi penurunan nilai potensial atas nilai aset tetap pada tanggal 30 Juni 2013.
The fair value of the Group’s fixed assets as of June 30, 2013, based on report of KJPP Amin, Nirwan, Alfiantori dan Rekan, an independent appraiser, in its report dated August 21, 2013, is Rp1,547,449,405. Management believes that there is no indication potential impairment of fixed assets as of June 30, 2013.
F-103
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) Deductions in fixed assets represent the sale of fixed assets and fixed assets written off with details as follows:
Pengurangan aset tetap merupakan penjualan dan penghapusan aset tetap dengan rincian sebagai berikut: 30 Juni/June 30, 2013
31 Desember/December 31, 2012
2012
Penjualan aset tetap Hasil penjualan Nilai buku bersih
-
-
3.005.000 -
Laba penjualan aset tetap
-
-
3.005.000
Rugi pengurangan aset tetap
-
-
29.632
2011
2010 -
Sale of fixed assets Proceeds Net book value
-
-
Gain on sale of fixed assets
294.150
-
Loss on fixed assets’ deduction
5.098.136 (5.098.136)
Pada tahun 2011 Perseroan melakukan penjualan bangunan tertentu dengan nilai perolehan Rp464.629 dan akumulasi penyusutan Rp45.245. Nilai penjualan aset tersebut sebesar nilai buku aset sehingga tidak berdampak pada keuntungan maupun kerugian atas penjualan aset tetap dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
In 2011, the Company sold certain buildings with the acquisition cost and accumulated depreciation of Rp464,629 and Rp45,245, respectively. The amount of proceeds for the sale is at the assets’ book value that have no impact on profit or loss on sale of fixed assets in the 2011 consolidated statements of comprehensive income.
Aset tetap tertentu dijaminkan untuk liabilitas pembiayaan konsumen (Catatan 20), liabilitas sewa pembiayaan (Catatan 21) dan fasilitas pinjaman yang diperoleh dari bank (Catatan 22).
Certain fixed assets are pledged as collateral for consumer finance liabilities (Note 20), finance lease liabilities (Note 21) and loan facilities obtained from banks (Note 22).
Pada tanggal 30 Juni 2013, Perseroan dan entitas anak (KSA dan MMS) mengasuransikan bangunan, mesin, kendaraan dan alat-alat berat, perabotan dan perlengkapan atas risiko kebakaran dan risiko lainnya dengan jumlah pertanggungan sebesar Rp1.210.658.074 dan AS$3.237.390 (2012: Rp567.466.540 dan AS$3.676.310; 2011: Rp466.039.596 dan AS$5.641.800 dan 2010: Rp292.830.631 dan AS$2.635.200) dimana menurut pendapat manajemen jumlah tersebut cukup untuk menutup kemungkinan kerugian yang timbul dari risiko - risiko tetap tersebut.
As of June 30, 2013, the Company and subsidiaries (KSA and MMS) insured buildings, machinery and equipments, vehicles and heavy equipments and furniture and fixture by insurance against losses from fire and other risks under blanket policies with insurance coverage amounting to Rp1,210,658,074 and US$3,237,390, respectively (2012: Rp567,466,540 and US$3,676,310, respectively; 2011: Rp466,039,596 and US$5,641,800, respectively; 2010: Rp292,830,631 and US$2,635,200, respectively), which in the management’s opinion is adequate to cover possible losses from such risks.
Berdasarkan laporan penilaian manajemen per 31 Desember 2011, Perseroan mengakui pemulihan atas penurunan nilai kendaraan dan alat berat sebesar Rp4.771.175 yang telah disisihkan sepenuhnya dalam laporan posisi keuangan tahun 2010. Pemulihan atas penurunan nilai aset tetap tersebut disajikan sebagai “Pendapatan atas pemulihan penurunan aset” pada laporan laba rugi komprehensif tahun 2011 (Catatan 30).
Based on management’s assessment, as of December 31, 2011, the Company recognized a recovery of impairment of vehicles and heavy equipment totaling Rp4,771,175 which has been fully provided with allowance in the 2010 statements of financial position. The recovery of impairment losses is presented as “Income from recovery of impairment of fixed assets” in the 2011 statements of comprehensive income (Note 30).
F-104
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
13. INVESTASI SAHAM
13. INVESTMENT IN SHARES OF STOCK 31 Desember/December 31, 30 Juni 2013/ June 30, 2013
PT Surya Borneo Industri PT Citra Borneo Utama PT Tanjung Sawit Abadi
2012
2011
2010
2009
47.500.000 47.500.000 200.000
200.000
10.000
-
-
95.200.000
200.000
10.000
-
-
a. PT Surya Borneo Industri (SBI)
PT Surya Borneo Industri PT Citra Borneo Utama PT Tanjung Sawit Abadi
a. PT Surya Borneo Industri (SBI)
Berdasarkan Akta Notaris Eko Soemarno, S.H. No. 48 tanggal 3 April 2013, PT Citra Borneo Indah dan Perseroan mendirikan SBI dengan modal disetor dan ditempatkan sebesar Rp37.500.000. Dari jumlah tersebut, Perseroan mengakuisisi 10% kepemilikan saham atau 15.000 lembar saham dengan nominal Rp1.000.000 (dalam Rupiah penuh) per saham di SBI senilai Rp15.000.000.
Based on Notarial Deed No. 48 of Eko Soemarno, S.H. dated April 3, 2013, PT Citra Borneo Indah and the Company established SBI with issued and fully paid capital amounting to Rp37,500,000. From such amount, the Company acquired 10% of ownership interest or 15,000 shares with par value of Rp1,000,000 (in full Rupiah) per share in SBI amounting to Rp15,000,000.
Berdasarkan Akta Notaris Eko Soemarno, S.H., No. 17 tanggal 18 Juni 2013, SBI meningkatkan modal disetor dan ditempatkan sebesar Rp212.500.000. Dari jumlah tersebut, Perseroan berkontribusi sebesar Rp7.500.000. Sementara itu, entitas anak (KSA dan MMS) berkontribusi masing-masing sebesar Rp12.500.000 dan Rp12.500.000. Dengan demikian, jumlah investasi Perseroan dan entitas anak (KSA dan MMS) di SBI menjadi sebesar Rp47.500.000.
Based on Notarial Deed No. 17 of Eko Soemarno, S.H. dated June 18, 2013, SBI increased its issued and fully paid capital by Rp212,500,000. From such amount, the Company contributed for Rp7,500,000. Meanwhile, the subsidiaries, KSA and MMS contributed for Rp12,500,000 and Rp12,500,000, respectively. Therefore, total of investments in shares of stock of the Company and subsidiaries (KSA and MMS) in SBI amounted to Rp47,500,000.
Per 30 Juni 2013, persentase kepemilikan Perusahan, KSA dan MMS di SBI masingmasing sebesar 9%, 5% dan 5%.
As of June 30, 2013, percentage of ownership of the Company, KSA and MMS in SBI are 9%, 5% and 5%, respectively.
b. PT Citra Borneo Utama (CBU)
b. PT Citra Borneo Utama (CBU) Based on Notarial Deed No. 102 of Teguh Hendrawan, S.H., M.Kn. dated March 14, 2013, PT Citra Borneo Indah and the Company established CBU with issued and fully paid capital amounting to Rp37,500,000. From such amount, the Company acquired 10% of ownership interest or 15,000 shares with par value of Rp1,000,000 (in full Rupiah) per share in CBU amounting to Rp15,000,000.
Berdasarkan Akta Notaris Teguh Hendrawan, S.H., M.Kn. No. 102 tanggal 14 Maret 2013, PT Citra Borneo Indah dan Perseroan mendirikan CBU dengan modal disetor dan ditempatkan sebesar Rp37.500.000. Dari jumlah tersebut, Perseroan mengakuisisi 10% kepemilikan saham atau 15.000 lembar saham dengan nominal Rp1.000.000 (dalam Rupiah penuh) per saham di CBU senilai Rp15.000.000.
F-105
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
13. INVESTASI SAHAM (lanjutan)
13. INVESTMENT (continued)
b. PT Citra Borneo Utama (CBU) (lanjutan)
IN
SHARES
OF
STOCK
b. PT Citra Borneo Utama (CBU) (continued)
Berdasarkan Akta Notaris Eko Soemarno, S.H., No. 18 tanggal 18 Juni 2013, CBU meningkatkan modal disetor dan ditempatkan sebesar Rp212.500.000. Dari jumlah tersebut, Perseroan berkontribusi sebesar Rp7.500.000. Sementara itu, entitas anak (KSA dan MMS) berkontribusi masing-masing sebesar Rp12.500.000 dan Rp12.500.000. Dengan demikian, jumlah investasi Perseroan dan entitas anak (KSA dan MMS) di CBU menjadi sebesar Rp47.500.000.
Based on Notarial Deed No. 18 of Eko Soemarno, S.H., dated June 18, 2013, CBU increased its issued and fully paid capital for Rp212,500,000. From such amount, the Company contributed for Rp7,500,000. Meanwhile, the subsidiaries, KSA and MMS contributed for Rp12,500,000 and Rp12,500,000, respectively. Therefore, total of investments in shares of stock of the Company and subsidiaries (KSA and MMS) in CBU amounted to Rp47,500,000.
Per 30 Juni 2013, persentase kepemilikan Perseroan, KSA dan MMS di CBU masingmasing sebesar 9%, 5% dan 5%.
As of June 30, 2013, percentage of ownership of the Company, KSA and MMS in CBU are 9%, 5% and 5%, respectively.
c. PT Tanjung Sawit Abadi (TSA)
c. PT Tanjung Sawit Abadi (TSA)
Berdasarkan Akta Notaris Teguh Hendrawan, S.H., M.Kn. No. 65 tanggal 22 Juli 2011, entitas anak (SML), mengakuisisi 1% kepemilikan saham atau 20 lembar saham dengan nilai nominal Rp500.000 (dalam Rupiah penuh) per saham di TSA senilai Rp10.000.
Based on Notarial Deed No. 65 of Teguh Hendrawan, S.H., M.Kn. dated July 22, 2011, a subsidiary (SML), acquired 1% of ownership interest or 20 shares with par value of Rp500,000 (in full Rupiah) per share in TSA amounting to Rp10,000.
Berdasarkan Akta Notaris Teguh Hendrawan, S.H., M.Kn No. 6 tanggal 16 Agustus 2012, TSA meningkatkan modal disetor dari Rp1.250.000 menjadi Rp25.000.000. Dari peningkatan modal tersebut, SML berkontribusi sebesar Rp190.000. Dengan demikian investasi SML di TSA meningkat menjadi Rp200.000.
Based on Notarial Deed No. 6 of Teguh Hendrawan, S.H., M.Kn. dated August 16, 2012, TSA increased its paid in capital from Rp1,250,000 to Rp25,000,000. From the increase of capital, SML take a contribution amounting to Rp190,000. Therefore, investment SML in TSA increased to Rp200,000.
14. PROYEK PENGEMBANGAN USAHA
14. BUSINESS DEVELOPMENT PROJECT Business development projects represent cost incurred by a subsidiary (SML) to PT Citra Borneo Indah (CBI), a shareholder regarding license processing and land compensation related to the planned development project plan of 26,995 Hectares of oil palm plantation in Kabupaten Lamandau, Central Kalimantan.
Proyek pengembangan usaha merupakan biaya yang telah dikeluarkan oleh entitas anak (SML) kepada PT Citra Borneo Indah (CBI), salah satu pemegang saham, sebagai biaya untuk pengurusan perizinan dan penggantian lahan sehubungan dengan rencana pengembangan proyek perkebunan kelapa sawit di Kabupaten Lamandau, Kalimantan Tengah dengan luas area 26.995 Hektar.
F-106
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
15. ASET TIDAK LANCAR LAINNYA
15. OTHER NON-CURRENT ASSETS 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Uang muka pembelian aset tetap Uang muka sewa pembiayaan Lain-lain
2012
2011
2010
2009
82.721.110 326.200 7.415.928
81.390.830 5.459.259
634.753 2.600.887 568.678
7.058.418 527.253 -
103.294 17.164 -
90.463.238
86.850.089
3.804.318
7.585.671
120.458
Advance for purchase of fixed assets Advance for leasing Others
Pada tanggal 30 Juni 2013 dan 31 Desember 2012, uang muka pembelian aset tetap sebesar Rp77.583.619 merupakan uang muka sehubungan dengan pengembangan perkebunan kelapa sawit milik entitas anak (ASP) di Kabupaten Seruyan, Kalimantan Tengah kepada CBI.
As of June 30, 2013 and December 31, 2012, advance for purchase of fixed assets amounting to Rp77,583,619 represents advance paid for the development of the project plant of oil palm plantation of a subsidiary (ASP) in Kabupaten Seruyan, Central Kalimantan to CBI.
Pada tanggal 30 Juni 2013, uang muka pembelian aset tetap sejumlah Rp2.231.813 (2012: Rp2.493.600; 2011: Nihil, 2010: Rp7.021.543 dan 2009: Nihil) merupakan uang muka sehubungan dengan peningkatan kapasitas dan pembangunan PKS milik entitas anak (KSA dan MMS).
As of June 30, 2013, advance for purchase of fixed assets amounting to Rp2,231,813 (2012: Rp2,493,600, 2011: Nil, 2010: Rp7,021,543 and 2009: Nil) represent advance paid for extension of production capacity and construction of POM of subsidiaries (KSA and MMS).
16. UTANG USAHA DAN UTANG LAIN-LAIN PIHAK KETIGA
16. TRADE AND OTHER PAYABLES - THIRD PARTIES 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Utang usaha - dalam Rupiah PT Sentana Adidaya Pratama PT Meroke Tetap Jaya PT Pundi Abadi Intisari PT Bumi Tani Subur PT Agritama Multisarana PT Gerrindo Surya Makmur PT Banua Sarana Jaya PT Gemareksa Mekar Sari PT Nalco Indonesia Alvin Syafa M Gadzali PT Indo Acidatama PT Menthobi Makmur Lestari Hj Jumiati Yasir Kelompok Tani Bukit Sawa Makmur Aswin Putra Tiga Putri PT Caraka Agrindotama Yulfansyah PT Traglopindo Utama PT Berkat Saintifindo PT Kiasindo Antarnusa Iswanto PT Dwiagri Makmur Intertrade CV Hamparan Mas Wanti UD Aneka Tani Koperasi Karya Plantation Jusrial Supriyadi Saldo dipindahkan
2012
2011
2010
2009
3.888.875 1.793.521 1.745.421 1.411.708 573.663 524.362 483.999 378.336 358.520 338.962 311.760 290.000 264.285 257.907 224.493 222.654 189.191 185.984 180.083 175.447 163.872 149.305 130.976 129.871 128.450 111.605 -
2.838.868 2.998.221 6.957.745 892.309 5.478.557 320.176 390.656 290.000 460.249 142.397 185.984 199.687 818.872 149.305 177.143 240.751 273.195 317.620 255.800 159.285 103.629
36.913.603 2.208.988 3.783.390 6.451.243 1.037.973 13.388.816 164.986 565.981 963.099 1.109.346 185.984 175.447 93.057 149.305 300.665 325.113 4.294 -
34.813.314 273.394 17.681.909 718.131 163.752 -
23.574.501 582.669 5.924.711 -
Trade payables - in Rupiah PT Sentana Adidaya Pratama PT Meroke Tetap Jaya PT Pundi Abadi Intisari PT Bumi Tani Subur PT Agritama Multisarana PT Gerrindo Surya Makmur PT Banua Sarana Jaya PT Gemareksa Mekar Sari PT Nalco Indonesia Alvin Syafa M Gadzali PT Indo Acidatama PT Menthobi Makmur Lestari Hj Jumiati Yasir Kelompok Tani Bukit Sawa Makmur Aswin Putra Tiga Putri PT Caraka Agrindotama Yulfansyah PT Traglopindo Utama PT Berkat Saintifindo PT Kiasindo Antarnusa Iswanto PT Dwiagri Makmur Intertrade CV Hamparan Mas Wanti UD Aneka Tani Koperasi Karya Plantation Jusrial Supriyadi
14.613.250
23.650.449
67.821.290
53.650.500
30.081.881
Balance carried forward
F-107
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
16. UTANG USAHA DAN UTANG LAIN-LAIN PIHAK KETIGA (lanjutan)
16. TRADE AND OTHER PAYABLES - THIRD PARTIES (continued) 31 Desember/December 31,
30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Utang usaha - dalam Rupiah (lanjutan) Saldo pindahan PT Goautama Sinar Batuah Koperasi Karya Mandiri PT Lautan Luas Tbk Sigit Parmanto Hj Een Juhairiyah PT Sukses Karya Mandiri PT Harapan Hibrida Kalbar PT First Lamandau Timber International PT Mustika Sembuluh PT Sasco Indonesia Lain-lain (jumlah masing-masing kurang dari Rp100.000)
Trade payables - in Rupiah (continued) 14.613.250
23.650.449
67.821.290
53.650.500
30.081.881
Balance brought forward
-
65.204 -
2.781.295 542.053 469.344 364.165 73.626 -
2.159.985 241.501 431.139 908.280
630.137 -
-
-
-
599.941 251.838 -
1.235.012 5.865.735
PT Goautama Sinar Batuah Koperasi Karya Mandiri PT Lautan Luas Tbk Sigit Parmanto Hj Een Juhairiyah PT Sukses Karya Mandiri PT Harapan Hibrida Kalbar PT First Lamandau Timber International PT Mustika Sembuluh PT Sasco Indonesia Others (individually less than Rp100,000)
977.134
1.033.905
246.295
677.577
891.938
15.590.384
24.749.558
72.298.068
58.920.761
38.704.703
9.401.568 1.607.763 1.526.150 1.313.331 1.236.999 825.804 811.272 482.078 459.358 371.447 370.089 359.877 332.289 280.974 264.598 241.552 223.429 201.500 198.417 187.880 178.201 174.467 166.949 165.959 162.110 158.978 149.076 143.846 142.450 141.233 138.966 138.668 133.025 132.706 129.688 120.000 117.157 115.061 114.913 114.008 106.770 105.121 102.726 102.215 19.976
9.939.673 1.866.212 114.895 290.228 879.614 700.376 489.983 249.764 815.083 478.600 528.187 1.919.789 614.127 881.793 488.037 578.034 327.099 186.264 243.005 804.279 960.990 340.827 466.288 142.450 109.818 160.600 270.873 224.213 384.477 115.061 107.239 138.366 456.718 136.312 116.505 108.720
12.472.731 3.812.133 8.513 876.480 809.991 435.037 1.576.324 434.594 528.606 296.850 617.147 234.410 444.390 11.480 -
1.241.571 252.237 972.439 143.932 327.451 102.215 -
2.807.458 314.533 374.967 -
Toko Damai Sejahtera PT Akar Mesindotama PT Super Andalas Steel CV Rizky Pratama CV Indotama Elektrik PT Trakindo Utama Toko Karunia Motor PT Prima Mandiri Perkasa PT Agrindo Kalimantan Lestari CV Aneka Hidraulic System CV Sinar Mas CV Shahabi Jaya CV Omega Perkasa CV Anugrah Karya Engineering PT Indojaya Perkasa Toko Karya Bersama PT Benteng Anugerah Sejahtera CV Damayanti Toko Sari Sehat PT Jayatech Palmindo CV Cipta Karya Mandiri PT Banjar Bearing Sentosa PT Berkat Surya Abadi CV Pratama Mandiri PT Tjokro Bersaudara Banjar Indo Toko Ponti Suri UD Buana Rantai PT Jayatech Palmatic CV Buana Baru Jaya PT Citra Multi Mandiri Perkasa PT Traktor Nusantara CV Surya Alam Makmur PT United Tractors Tbk CV Clarissa Pratama PT Probesco Disatama CV Ligar Toko Percetakan Waringin Jaya PT Global Tekno Jaya Abadi PT Mekar Karya Mas PT Gapura Mas Sejahtera PT Altrak 1978 PT Arita Prima Nusantara CV Asa Prima Mandiri CV Cahaya Teknik Mandiri PT Budijaya Makmur Sentosa
23.970.644
26.634.499
22.558.686
3.039.845
3.496.958
Balance carried forward
Utang lain-lain: Toko Damai Sejahtera PT Akar Mesindotama PT Super Andalas Steel CV Rizky Pratama CV Indotama Elektrik PT Trakindo Utama Toko Karunia Motor PT Prima Mandiri Perkasa PT Agrindo Kalimantan Lestari CV Aneka Hidraulic System CV Sinar Mas CV Shahabi Jaya CV Omega Perkasa CV Anugrah Karya Engineering PT Indojaya Perkasa Toko Karya Bersama PT Benteng Anugerah Sejahtera CV Damayanti Toko Sari Sehat PT Jayatech Palmindo CV Cipta Karya Mandiri PT Banjar Bearing Sentosa PT Berkat Surya Abadi CV Pratama Mandiri PT Tjokro Bersaudara Banjar Indo Toko Ponti Suri UD Buana Rantai PT Jayatech Palmatic CV Buana Baru Jaya PT Citra Multi Mandiri Perkasa PT Traktor Nusantara CV Surya Alam Makmur PT United Tractors Tbk CV Clarissa Pratama PT Probesco Disatama CV Ligar Toko Percetakan Waringin Jaya PT Global Tekno Jaya Abadi PT Mekar Karya Mas PT Gapura Mas Sejahtera PT Altrak 1978 PT Arita Prima Nusantara CV Asa Prima Mandiri CV Cahaya Teknik Mandiri PT Budijaya Makmur Sentosa Saldo dipindahkan
Other payables:
F-108
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
16. UTANG USAHA DAN UTANG LAIN-LAIN PIHAK KETIGA (lanjutan)
16. TRADE AND OTHER PAYABLES - THIRD PARTIES (continued) 31 Desember/December 31,
30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Utang lain-lain : (lanjutan) Saldo pindahan PT Karya Palmalindo Abadi PT Rian Buana Sega CV Hosana Perkasa UD Sumber Baru CV Sari Melati Indah MD Hermanto PT Intitera Prima Abadi PT Mendawai Asri Prima Sejahtera PT Palmec Surya Lestari PT Sumber Rejeki Makmur Toko Meubel Novia CV Mitra Sohibulhajat Engineering CV Pandu Mandiri CV Cahaya Timur Abadi PT Murni Berlian Motor PT Traglindo Utama Toko PB Mulya Hati CV Karya Teknik Mandiri CV Bulik Perkasa PT Petro Andalan Nusantara CV Kora Indo Makmur PT Kerabat Perdana Mandiri CV Alsuli Teknik Mandiri CV Anugrah Abadi/ H Abdul Gani H Abdullah Sani PT Mitra Jaya Karta Pratama Toko Rachmadi Chandra H Khemal Nasery CV Mulya/H Mahmud PT Global Tekno Jaya Abadi UD Logos Lain-lain (jumlah masing-masing kurang dari Rp100.000)
Other payables: (continued) 23.970.644
26.634.499
22.558.686
3.039.845
3.496.958
Balance brought forward
-
7.982.755 2.851.608 722.407 471.710 423.480 272.050 241.672 241.175 228.446 206.088 192.128 151.538 136.804 133.859 117.928 116.218 105.281 103.400 102.438 -
472 2.040.979 2.611.273 637.443 483.217 305.531
2.696.568 1.496.992 -
-
-
-
199.278 15.273 -
151.147 2.017.558 5.780.787 1.989.761 1.241.087 229.568 119.361 110.229
-
PT Karya Palmalindo Abadi PT Rian Buana Sega CV Hosana Perkasa UD Sumber Baru CV Sari Melati Indah MD Hermanto PT Intitera Prima Abadi PT Mendawai Asri Prima Sejahtera PT Palmec Surya Lestari PT Sumber Rejeki Makmur Toko Meubel Novia CV Mitra Sohibulhajat Engineering CV Pandu Mandiri CV Cahaya Timur Abadi PT Murni Berlian Motor PT Traglindo Utama Toko PB Mulya Hati CV Karya Teknik Mandiri CV Bulik Perkasa PT Petro Andalan Nusantara CV Kora Indo Makmur PT Kerabat Perdana Mandiri CV Alsuli Teknik Mandiri CV Anugrah Abadi/ H Abdul Gani H Abdullah Sani PT Mitra Jaya Karta Pratama Toko Rachmadi Chandra H Khemal Nasery CV Mulya/H Mahmud PT Global Tekno Jaya Abadi UD Logos Others (individually less than Rp100,000)
10.253.996
3.848.737
6.409.131
4.588.589
4.976.465
34.224.640
45.284.221
35.261.283
23.461.492
8.473.423
Utang usaha merupakan utang atas pembelian tandan buah segar, pupuk dan bahan kimia.
Trade payables represent payables for purchases of fresh fruit bunches, fertilizers and chemicals.
Utang lain-lain sebagian besar merupakan utang kepada pemasok atas pembelian suku cadang.
Other payables mostly represent payables to supplier for purchases of spareparts.
Pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009, saldo utang usaha dan utang lain-lain pihak ketiga tidak memerlukan jaminan dan tidak dikenakan bunga. Tidak ada surat jaminan yang diberikan oleh Grup untuk utang usaha dan utang lain-lain - pihak ketiga.
As of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009, trade and other payables to third parties are unsecured and non-interest bearing. There have been no guarantees provided by the Group for any trade and other payables to third parties.
F-109
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
17. PENDAPATAN DITERIMA DI MUKA
17. UNEARNED REVENUE 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 PT Wilmar Nabati Indonesia PT Musim Mas CV Surya Alam Makmur PT Asianagro Agungjaya PT Sinar Alam Permai CV Damai Sejahtera PT Tunas Lampung Baru Tbk PT Sinar Mas Agro Resources and Technology Tbk PT Multimas Nabati Asahan
2012
2011
2010
2009
281.818 203.981 149.281 95.473 53.425 -
4.040.880 1.245.455 199.328 36.928.937 1.605.176 2.106 -
2.844.110 18.254.573 6.170.100
26.770.111 -
-
-
2.793.186 -
9.136.365
26.886.298 -
783.978
44.021.882
30.061.969
35.906.476
26.886.298
Unearned revenue represents advances received from customers in relation to sales of crude palm oil, palm kernel, palm kernel shell and palm fibre.
Pendapatan diterima di muka merupakan uang muka yang diterima dari pelanggan sehubungan dengan penjualan minyak kelapa sawit, inti sawit, cangkang sawit dan fiber sawit. 18. PERPAJAKAN a.
PT Wilmar Nabati Indonesia PT Musim Mas CV Surya Alam Makmur PT Asianagro Agungjaya PT Sinar Alam Permai CV Damai Sejahtera PT Tunas Lampung Baru Tbk PT Sinar Mas Agro Resources and Technology Tbk PT Multimas Nabati Asahan
18. TAXATION
Pajak dibayar di muka
a.
Refundable taxes
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Perseroan Pengembalian Pajak Penghasilan Badan Entitas anak Pajak Pertambahan Nilai
2012
1.648.353
2011
-
2010
-
2009
-
-
-
-
6.922.855
3.419.389
-
1.648.353
-
6.922.855
3.419.389
-
F-110
The Company Refundable Corporate Income Tax Subsidiaries Value Added Tax
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) b.
18. TAXATION (continued)
Utang pajak
b.
Taxes payable
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Perseroan Pajak Pertambahan Nilai Pajak penghasilan Pasal 21 Pajak penghasilan Pasal 23/26 Pajak penghasilan Pasal 4(2) Pajak penghasilan Pasal 15 Pajak penghasilan Pasal 29 Tahun 2012 Tahun 2011 Tahun 2010 Tahun 2009 Tahun 2008 Tahun 2007
Entitas anak Pajak Pertambahan Nilai Pajak penghasilan Pasal 21 Pajak penghasilan Pasal 23/26 Pajak penghasilan Pasal 4(2) Pajak penghasilan Pasal 29 Tahun 2013 Tahun 2012 Tahun 2011 Tahun 2010
c.
2012
10.179.447
13.239.252
2011
2010
8.314.292
Konsolidasian Beban pajak kini (Manfaat)/beban pajak tangguhan
13.207.670
The Company Value Added Tax
827.677
974.422
514.758
586.269
51.400
Income tax - Article 21
1.970.758
628.582
684.229
697.152
Income tax - Articles 23/26
249.312
1.664.733
233.380
57.590
-
Income tax - Article 4(2)
667
17.701
-
-
-
Income tax - Article 15
-
36.492.460 -
74.748.726 30.042.632 22.956.355 13.984.868 10.984.103
69.625.850 24.661.894 2.836.675 -
32.674.960 2.836.675 -
Income tax - Article 29 Year 2012 Year 2011 Year 2010 Year 2009 Year 2008 Year 2007
12.011.829
54.359.326
162.407.696
108.441.963
49.467.857
8.941.148
16.414.493
4.735.777
2.806.430
8.525.850
Subsidiaries Value Added Tax
590.813
768.210
295.757
201.986
20.113
Income tax - Article 21
1.591.005
2.564.954
382.103
250.026
312.267
Income tax - Articles 23/26
687.291
778.060
806.705
221.059
-
Income tax - Article 4(2)
20.754.411 -
48.988.393 -
20.328.459 4.362.063
7.455.473
-
Income tax - Article 29 Year 2013 Year 2012 Year 2011 Year 2010
32.564.668
69.514.110
30.910.864
10.934.974
8.858.230
44.576.497
123.873.436
193.318.560
119.376.937
58.326.087
c.
30 Juni/June 30,
Entitas anak Beban pajak kini Beban/(manfaat) tangguhan
9.989.456
754.726
Komponen pajak penghasilan badan
Perseroan Beban pajak kini (Manfaat)/beban pajak tangguhan
2009
Components of corporate income tax
31 Desember/December 31,
2013
2012
45.980.995
50.520.797
2012 133.108.643
2011 112.796.185
2010 78.608.896
The Company Current tax expense Deferred tax (benefit)/expense
(2.303.893)
(789.307)
(6.478.973)
1.572.014
1.789.720
43.677.102
49.731.490
126.629.670
114.368.199
80.398.616
36.463.519
24.554.818
71.178.364
27.616.079
7.625.558
Subsidiaries Current tax expense Deferred tax expense/(benefit)
(481.738)
5.788.085
5.670.006
11.080.213
2.035.845
35.981.781
30.342.903
76.848.370
38.696.292
9.661.403
82.444.515
75.075.615
204.287.007
140.412.264
86.234.454
Consolidated Current tax expense Deferred tax (benefit)/expense
(2.785.632)
4.998.778
(808.967)
12.652.227
3.825.565
79.658.883
80.074.393
203.478.040
153.064.491
90.060.019
F-111
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) d.
18. TAXATION (continued)
Rekonsiliasi pajak penghasilan badan
d.
The reconciliation between consolidated income before corporate income tax as shown in the consolidated statements of comprehensive income and the estimated taxable income and current tax expense are as follows:
Rekonsiliasi antara laba sebelum pajak penghasilan badan konsolidasian seperti yang tercantum dalam laporan laba rugi komprehensif konsolidasian dan taksiran laba kena pajak dan beban pajak kini adalah sebagai berikut: 30 Juni/June 30, 2013 Laba sebelum beban pajak penghasilan konsolidasian (Laba)rugi entitas anak sebelum beban pajak penghasilan Disesuaikan dengan jurnal eliminasi konsolidasi Laba sebelum pajak penghasilan badan Perseroan Beda tetap Pendapatan bunga setelah pengenaan pajak final Biaya yang tidak dapat dikurangkan Total beda tetap Beda temporer Liabilitas imbalan kerja karyawan jangka panjang Penyusutan aset tetap Amortisasi tanaman menghasilkan Biaya tenaga kerja Provisi/(pembalikan provisi) biaya bonus Aset sewa Total beda temporer Penghasilan kena pajak - Perseroan saldo dipindahkan
Reconciliation of corporate income tax
31 Desember/December 31,
2012
2012
2011
303.631.978
290.090.165
765.173.164
531.139.717
(139.525.156)
(115.691.493)
(297.538.105)
(146.727.286)
2010 312.581.142
Consolidated income before income tax
-
950.000
4.820.000
749.295
-
Subsidiaries’ (income)/loss before income tax Adjusted for consolidation eliminations
164.106.822
175.348.672
472.455.059
385.161.726
295.463.410
Income before corporate income tax - the Company
(17.117.732)
Permanent differences Interest income net of final tax
(11.947.885)
(1.757.420)
(3.169.201)
(7.777.907)
(1.820.893)
12.991.123
24.214.815
34.697.461
73.900.038
20.680.785
Non-deductible expenses
1.043.238
22.457.395
31.528.260
66.122.131
18.859.892
Total permanent differences
968.763 5.075.759
1.853.103 498.539
3.706.207 23.877.167
4.328.399 945.975
2.076.322 674.976
Temporary differences Long-term employee benefit liabilities Depreciation of fixed assets
5.456.889 (120.063)
1.403.830 (500.853)
(16.567.134) 13.747.681
(9.781.448) (7.521.818)
(1.267.375) (2.036.708)
(2.225.078) 59.303
(1.884.758) 1.501.324
1.151.972
3.392.003 2.348.831
(2.442.084) 1.647.609
Amortization of mature plantations Labor costs Provision/(reversal of provision) for bonus expenses Leased assets
9.215.573
2.871.185
25.915.893
(6.288.058)
(1.347.260)
Temporary differences
174.365.633
200.677.252
529.899.212
444.995.799
312.976.042
Taxable income - the Company balance carried forward
F-112
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) d.
Rekonsiliasi (lanjutan)
pajak
18. TAXATION (continued) penghasilan
badan
d.
30 Juni/June 30, 2013 Penghasilan kena pajak Perseroan saldo pindahan Beban pajak kini Pajak penghasilan atas penghasilan berdasarkan tarif pajak standar Pajak penghasilan atas penghasilan kena pajak final Estimasi pajak penghasilan badan Dikurangi pembayaran pajak dibayar di muka: Pajak penghasilan atas penghasilan kena pajak final Pajak penghasilan Pasal - 22 Pajak penghasilan Pasal - 23 Pajak penghasilan Pasal - 25
(Piutang)/utang pajak penghasilan badan - Perseroan Utang pajak penghasilan badan - Entitas anak
174.365.633
31 Desember/December 31,
2012
2012
200.677.252
2011
529.899.212
312.976.042
Taxable income - the Company balance brought forward
50.169.313
132.474.803
111.248.950
78.244.011
2.389.587
351.484
633.840
1.547.235
364.885
45.980.995
50.520.797
133.108.643
112.796.185
78.608.896
Estimated corporate income tax
(2.389.587)
(351.484)
(633.840)
(1.547.235) (71.036)
(364.885)
(13.809)
(31.796)
(52.905)
(655.457)
-
(9.172.926)
(44.570.495)
(24.434.303)
(86.756.512)
(36.429.188)
(8.618.161)
(47.629.348)
(24.817.583)
(96.616.183)
(38.047.459)
(8.983.046)
(1.648.353)
25.703.214
36.492.460
74.748.726
69.625.850
20.754.411
19.085.712
48.988.393
20.328.459
7.455.473
19.106.058
44.788.926
85.480.853
95.077.185
77.081.323
-
-
-
Less prepaid taxes: Income tax expense on income subject to final tax Income tax - Article 22 Income tax - Article 23 Income tax - Article 25
Corporate income tax (receivable)/payable - the Company Corporate income tax payable - Subsidiaries
The reconciliation between corporate income tax expense as computed with the applicable tax rates from income before corporate income tax and corporate income tax expense as shown in the consolidated statements of comprehensive income is as follows:
30 Juni/June 30,
Beban pajak penghasilan sesuai dengan laporan laba rugi konsolidasian
444.995.799
43.591.408
2013
Pada tarif pajak 25% Penghasilan badan Perbedaan tetap neto dengan menggunakan tarif pajak 25% Pendapatan bunga yang dikenakan pajak final Lain-lain
2010
Current tax expense Corporate income tax expense on income subject to tax at standard statutory rate Income tax expense on income subject to final tax
Rekonsiliasi antara beban pajak penghasilan badan yang dihitung dengan menggunakan tarif pajak yang berlaku dari laba sebelum pajak penghasilan badan dengan beban pajak penghasilan badan seperti yang tercantum dalam laporan laba rugi komprehensif konsolidasian adalah sebagai berikut:
Laba konsolidasian sebelum beban pajak penghasilan
Reconciliation of corporate income tax (continued)
31 Desember/December 31,
2012
2012
2011
2010
303.631.978
290.090.165
765.173.164
531.139.717
312.581.142
Consolidated income before income tax
75.898.036
72.522.541
191.293.291
132.784.929
78.145.286
At the tax rate of 25% Income before corporate income tax
1.171.891
6.959.613
9.723.682
17.841.573
11.345.538
Non-deductible expenses at the tax rate of 25%
2.588.956 -
592.239 -
1.029.755 1.431.312
2.164.899 273.090
534.970 34.225
Interest income net of final tax Other
79.658.883
80.074.393
203.478.040
153.064.491
90.060.019
Income tax expenses per consolidated statements of comprehensive income
F-113
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) d.
e.
Rekonsiliasi (lanjutan)
pajak
18. TAXATION (continued) penghasilan
badan
d.
Reconciliation of corporate income tax (continued)
Perhitungan pajak penghasilan badan tahun 2012, 2011 dan 2010 sesuai dengan yang dilaporkan Grup dalam Surat Pemberitahuan Tahunan (“SPT”) kepada Kantor Pajak.
The calculation of corporate income tax for 2012, 2011 and 2010 conform with the amounts that reported by the Group to Tax Office in its Annual Tax Return (“SPT”).
Berdasarkan peraturan perpajakan Indonesia, Direktorat Jenderal Pajak (“DJP”) dapat menetapkan dan mengubah kewajiban pajak yang berasal dari tahun pajak sebelum 2008 dalam batas waktu sepuluh tahun sejak tanggal terutangnya pajak, atau sampai dengan akhir tahun 2013, mana lebih dulu. Berdasarkan peraturan pajak yang berlaku mulai tahun 2008, DJP dapat menetapkan dan mengubah kewajiban pajak dalam batas waktu lima tahun sejak tanggal terutangnya pajak.
Under the taxation laws of Indonesia, the Directorate General of Taxes (“DGT”) may assess or amend taxes for years prior to 2008 within ten years from the date the tax became due, or until the end of year 2013, whichever is earlier. Based on taxation laws which became applicable starting in year 2008, the DGT may assess and amend taxes within five years from the date the tax becomes due.
Aset dan liabilitas pajak tangguhan, neto
e.
Deferred tax assets and liabilities, net
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Aset pajak tangguhan - neto Perseroan Liabilitas imbalan kerja karyawan jangka panjang Provisi biaya bonus Aset tetap Tanaman menghasilkan Tanaman belum menghasilkan Aset sewa
Deferred tax assets - net The Company 3.938.034 386.109 8.428.328 (10.352.437)
-
-
-
-
Long-term employee benefit liabilities Provision for bonus expense Fixed assets Mature plantations
(371.529) (994.384)
-
-
-
-
Immature plantations Leased assets
-
-
-
-
1.034.121 Entitas anak Akumulasi rugi fiskal Liabilitas imbalan kerja karyawan jangka panjang Aset tetap Biaya bonus provisi Aset sewa Tanaman menghasilkan Tanaman belum menghasilkan Dikurangi: Cadangan penilaian
Subsidiaries -
481.814
-
-
1.034.121
5.766.138
15.824.102
-
1.128.000 281.474 303.903 (8.641) (1.535.502)
824.662 189.503 206.491 19.099 (3.279.809)
874.870 213.987 141.707 (423.480)
-
(4.015.234)
(1.382.396)
(4.526.612)
(481.814) -
1.920.138
F-114
12.401.652
14.319.832
10.600.304
Accumulated fiscal loss Long-term employee benefit liabilities Fixed assets Provision for bonus employee Leased assets Mature plantations Immature plantations Less: Valuation allowance
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) e.
18. TAXATION (continued)
Aset dan liabilitas pajak tangguhan, neto (lanjutan)
e.
Deferred tax assets and liabilities, net (continued)
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Liabilitas pajak tangguhan - neto Perseroan Liabilitas imbalan kerja karyawan jangka panjang Provisi biaya bonus Aset tetap Tanaman menghasilkan Tanaman belum menghasilkan Aset sewa
Entitas anak Liabilitas imbalan kerja karyawan jangka panjang Provisi biaya bonus Aset tetap Aset sewa Tanaman menghasilkan Tanaman belum menghasilkan
2012
2011
2010
Deferred tax liabilities - net the Company -
3.695.843 942.379 7.159.389 (10.902.007)
2.769.291 942.379 1.190.098 (6.760.224)
1.687.191 94.378 953.604 (4.314.862)
1.168.111 704.899 784.859 (2.545.112)
Long-term employee benefit liabilities Provision for bonus expense Fixed assets Mature plantations
-
(1.156.166) (1.009.210)
(4.593.086) (1.297.203)
(2.712.631) (1.884.411)
(2.203.455) (2.296.313)
Immature plantations Leased assets
-
(1.269.772)
(7.748.745)
(6.176.731)
(4.387.011) Subsidiaries
2.672.012 277.248 610.691 (349.608) (10.547.240)
2.527.071 551.412 927.844 (177.280) (10.811.606)
821.547 260.997 143.745 45.380 (2.004.583)
476.033 389.478 95.876 80.334 (1.120.703)
-
Long-term employee benefit - liabilities Provision for bonus expense Fixed assets Leased assets Mature plantations Immature plantations
(367.123)
(1.203.200)
(3.702.977)
(3.758.210)
-
(7.704.020)
(8.185.759)
(4.435.891)
(3.837.192)
-
(7.704.020)
(9.455.531)
(12.184.636)
(10.013.923)
(4.387.011)
Management is in the opinion that the deferred tax assets are expected to be realized in the future.
Manajemen berpendapat bahwa aset pajak tangguhan diperkirakan dapat dipulihkan pada periode mendatang. f.
2009
Lainnya
f.
Others
Perseroan
The Company
Tahun 2007
Year 2007
Perseroan memperoleh Surat Ketetapan Pajak Kurang Bayar (“SKPKB”) bertanggal 14 Februari 2011, dari Direktorat Jendral Pajak (“DJP”) atas kekurangan bayar Pajak Pertambahan Nilai (“PPN”) dan dendanya untuk periode Januari - Desember 2007 sejumlah Rp14.387.268. Pada tanggal 11 Mei 2011, Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menolak keberatan yang diajukan Perseroan. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained an Underpayment Tax Assessment Letter (“SKPKB”) dated February 14, 2011 from the Directorate General of Taxation (“DGT”), reflecting an underpayment of Value Added Tax (“VAT”) and its penalties for the period from January to December 2007 totalling to Rp14,387,268. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on February 2, 2012 the DGT issued decision letter to reject the Company’s objection. The Company accepted and paid the underpayment and its penalties on February 20, 2012. The Company has charged the amount to the 2011 consolidated statements of comprehensive income.
F-115
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2007 (lanjutan)
Year 2007 (continued)
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Pasal 21 dan dendanya untuk periode Januari - Desember 2007 sejumlah Rp1.845.210. Pada tanggal 11 Mei 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menyatakan menerima sebagian keberatan yang diajukan Perseroan. Berdasarkan surat keputusan, kekurangan bayar Pajak Penghasilan Pasal 21 berkurang menjadi Rp807.202. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 21 and its penalties for the period from January to December 2007 totalling to Rp1,845,210. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on February 2, 2012 the DGT issued a decision which partially accepted the Company’s objection. Based on the decision letter, the underpayment of Income Tax Article 21 reduced to Rp807,202. The Company accepted and paid the underpayment and its penalties on February 20, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Pasal 23 dan dendanya untuk periode Januari - Desember 2007 sejumlah Rp101.516. Pada tanggal 11 Mei 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menyatakan menolak keberatan yang diajukan Perseroan. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained a SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 23 and its penalties for the period from January to December 2007 totalling to Rp101,516. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on February 2, 2012 the DGT issued decision letter to reject the Company’s objection. The Company accepted and paid the underpayment and its penalties on February 20, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
F-116
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2007 (lanjutan)
Year 2007 (continued)
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Pasal 4(2) dan dendanya untuk periode Januari - Desember 2007 sejumlah Rp1.075.532. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 9 April 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 4(2) and its penalties for the period from January to December 2007 totalling to Rp1,075,532. The Company accepted and paid the underpayment and its penalties on April 9, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Pasal 15 dan dendanya untuk periode Januari - Desember 2007 sejumlah sejumlah Rp34.592. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 9 April 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 15 and its penalties for the period from January to December 2007 totalling to Rp34,592. The Company accepted and paid the underpayment and its penalties on April 9, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Bumi dan Bangunan (“PBB”) dan dendanya untuk periode Januari - Desember 2007 sejumlah Rp237.868. Pada tanggal 11 Mei 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 15 Maret 2012, DJP menerbitkan surat keputusan yang menolak keberatan yang diajukan Perseroan. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 9 April 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of land and building tax and its penalties for the period from January to December 2007 totalling to Rp237,868. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on March 15, 2012 the DGT issued a decision to reject the Company’s objection. The Company accepted and paid the underpayment and its penalties on April 9, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
F-117
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2007 (lanjutan)
Year 2007 (continued)
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Badan dan dendanya untuk periode Januari - Desember 2007 sejumlah Rp27.050.837. Pada tanggal 11 Mei 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menyatakan menerima sebagian keberatan yang diajukan Perseroan. Berdasarkan surat keputusan, kekurangan bayar pajak penghasilan badan dan dendanya berkurang menjadi Rp10.984.103. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of corporate income tax payable and its penalties for the period from January to December 2007 totalling to Rp27,050,837. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on February 2, 2012 the DGT issued a decision which partially accepted the Company’s objection. Based on the decision letter, the underpayment of corporate income tax payable and its penalties reduced to Rp10,984,103. The Company accepted and paid the underpayment and its penalties on February 20, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Tahun 2008
Year 2008
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar PPN dan dendanya untuk periode Januari Desember 2008 sejumlah Rp15.190.596. Pada tanggal 18 Oktober 2011 Perseroan telah mengajukan keberatan kepada DJP. Pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menyatakan menerima sebagian keberatan yang diajukan Perseroan. Berdasarkan surat keputusan, kekurangan bayar Pajak Pertambahan Nilai dan dendanya berkurang menjadi Rp11.021.473. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of VAT and its penalties for the period from January to December 2008 totalling to Rp15,190,596. On October 18, 2011, the Company submitted an objection letter to the DGT. On February 2, 2012 the DGT issued a decision which partially accepted the Company’s objection. Based on the decision letter, the underpayment of VAT and its penalties reduced to Rp11,021,473. The Company accepted and paid the underpayment and its penalties on February 20, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
F-118
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2008 (lanjutan)
Year 2008 (continued)
Perseroan memperoleh Surat Tagihan Pajak (“STP”) bertanggal 14 Februari 2011, dari DJP atas keterlambatan pembayaran PPN dan dendanya untuk periode Januari - Desember 2008 sejumlah Rp695.400. Perseroan menerima STP tersebut dan membayarnya pada tanggal 9 April 2012. Perseroan telah membebankan denda tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained a Tax Collection Letter (“STP”) dated February 14, 2011 from the DGT, for the late payment of VAT and its penalties for the period from January to December 2008 totaling to Rp695,400. The Company accepted and paid the STP on April 9, 2012. The Company has charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011 dari DJP, atas kekurangan bayar Pajak Penghasilan Pasal 21 dan Pasal 23, dan dendanya untuk periode Januari Desember 2008 masing-masing sejumlah Rp742.753 dan Rp426.160. Pada tanggal 11 Mei 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menyatakan menolak keberatan yang diajukan Perseroan. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 21 and article 23 and its penalties for the period from January to December 2008 amounting to Rp742,753 and Rp426,160, respectively. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on February 2, 2012 the DGT issued decision letter to reject the Company’s objection. The Company accepted and paid the underpayment and its penalties on February 20, 2012. The Company charged the amount to the 2011 statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Pasal 26, dan dendanya untuk periode Januari - Desember 2008 sejumlah Rp222.746. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 9 April 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 26 and its penalties for the period from January to December 2008 totalling to Rp222,746. The Company accepted and paid the underpayment and its penalties on April 9, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
F-119
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2008 (lanjutan)
Year 2008 (continued)
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan - Pasal 4(2), Pajak Penghasilan Pasal 15 dan dendanya untuk periode Januari - Desember 2008 sejumlah Rp93.074. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 9 April 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of Income Tax - Article 4(2) and its penalties for the period from January to December 2008 totalling to Rp93,074. The Company accepted and paid the underpayment and its penalties on April 9, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar PBB dan dendanya untuk periode Januari Desember 2008 sejumlah Rp750.943. Pada tanggal 11 Mei 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 15 Maret 2012, DJP menerbitkan surat keputusan yang menolak keberatan yang diajukan Perseroan. Perseroan menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 9 April 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of land and building tax and its penalties for the period from January to December 2008 totalling to Rp750,943. On May 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on March 15, 2012 the DGT issued a decision to reject the Company’s objection. The Company accepted and paid the underpayment and its penalties on April 9, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh SKPKB bertanggal 14 Februari 2011, dari DJP atas kekurangan bayar Pajak Penghasilan Badan untuk periode Januari Desember 2008 sejumlah Rp57.437.882. Pada tanggal 11 Oktober 2011 Perseroan telah mengajukan keberatan kepada DJP. Kemudian pada tanggal 2 Februari 2012, DJP menerbitkan surat keputusan yang menyatakan menerima sebagian keberatan yang diajukan Perseroan. Berdasarkan surat keputusan, kekurangan bayar Pajak Penghasilan Badan berkurang menjadi Rp13.984.869. Perseroan menerima dan membayar kurang bayar tersebut pada tanggal 20 Februari 2012. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained SKPKB dated February 14, 2011 from the DGT, reflecting an underpayment of corporate income tax payable for the period from January to December 2008 totalling to Rp57,437,882. On October 11, 2011, the Company submitted an objection letter to the DGT. Subsequently, on February 2, 2012 the DGT issued a decision which partially accepted the Company’s objection. Based on the decision letter, the underpayment of corporate income tax payable reduced to Rp13,984,869. The Company accepted and paid the underpayment on February 20, 2012. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
F-120
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2009
Year 2009
Perseroan memperoleh STP bertanggal 21 Maret 2013, dari Direktorat Jendral Pajak atas keterlambatan pembayaran Pajak Penghasilan Badan untuk tahun 2009 sejumlah Rp11.019.050. Pada tanggal 23 Juli 2013, Perseroan menerima Surat Paksa karena Perseroan belum membayar STP tersebut. Hingga tanggal penyelesaian laporan keuangan konsolidasian, Perseroan belum membayar denda tersebut. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2012.
The Company obtained an STP dated March 21, 2013 from the Directorate General of Taxation, for the late payment of corporate income tax for the fiscal year 2009 totaling to Rp11,019,050. On July 23, 2013, the Company obtained Forced Letter due to the Company has not paid the STP. As of the completion date of the consolidated financial statements, the Company has not paid the penalties. The Company charged the amount to the 2012 consolidated statements of comprehensive income.
Tahun 2010
Year 2010
Perseroan memperoleh STP bertanggal 19 Desember 2011, dari Direktorat Jendral Pajak atas keterlambatan pembayaran Pajak Penghasilan Badan untuk periode Januari Desember 2010 sejumlah Rp937.502. Perseroan menerima STP tersebut dan membayarnya pada tanggal 29 Februari 2012. Perseroan telah membebankan denda tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained an STP dated December 19, 2011 from the Directorate General of Taxation, for the late payment of corporate income tax for the period January to December 2010 amounting to Rp937,502. The Company accepted and paid the STP on February 29, 2012. The Company charged the penalty to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh STP bertanggal 11 Maret 2011, dari Direktorat Jendral Pajak atas keterlambatan pembayaran Pajak Penghasilan Badan untuk periode Oktober November 2010 sejumlah Rp54.762. Perseroan menerima STP tersebut dan membayarnya pada tanggal 5 April 2011. Perseroan telah membebankan denda tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained an STP dated March 11, 2011 from the Directorate General of Taxation, for the late payment of corporate income tax for the period October to November 2010 amounting to Rp54,762. The Company accepted and paid the STP on April 5, 2011. The Company charged the penalty to the 2011 consolidated statements of comprehensive income.
F-121
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
Perseroan (lanjutan)
The Company (continued)
Tahun 2010 (lanjutan)
Year 2010 (continued)
Perseroan memperoleh STP bertanggal 17 Juli 2013, dari DJP atas keterlambatan pembayaran Pajak Penghasilan Badan untuk tahun 2010 sejumlah Rp9.012.789. Hingga tanggal penyelesaian laporan keuangan konsolidasian, Perseroan belum membayar denda tersebut. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2012.
The Company obtained an STP dated July 17, 2013 from the DGT, for the late payment of corporate income tax for the fiscal year 2010 totaling to Rp9,012,789. As of the completion date of the consolidated financial statements, the Company has not paid the penalties. The Company charged the amount to the 2012 consolidated statements of comprehensive income.
Tahun 2011
Year 2011
Perseroan memperoleh Surat Ketetapan Pajak (“SKP”) bertanggal 22 Desember 2011, dari DJP atas denda telat lapor PBB untuk periode 2011 sejumlah Rp282.651. Perseroan telah membayar denda tersebut pada tanggal 2 Januari 2013 dan 15 April 2013 masingmasing sebesar Rp172.645 dan Rp110.006. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
The Company obtained a Tax Assessment Letter (“SKP”) dated December 22, 2011 from the Directorate General of Taxation, reflecting penalties of late report of land and building tax for the period 2011 amounting to Rp282,651. The Company has paid the penalties pon January 2, 2013 and April 15, 2013 amounting to Rp172,645 and Rp110,006, respectively. The Company charged the amount to the 2011 consolidated statements of comprehensive income.
Perseroan memperoleh STP bertanggal 17 Juli 2013, dari DJP atas keterlambatan pembayaran Pajak Penghasilan Badan untuk tahun 2011 sejumlah Rp4.031.427. Hingga tanggal penyelesaian laporan keuangan konsolidasian, Perseroan belum membayar denda tersebut. Perseroan telah membebankan jumlah tersebut ke dalam laporan laba rugi komprehensif konsolidasian tahun 2013 dan 2012 masing-masing sebesar Rp2.016.213 dan Rp2.015.214.
The Company obtained an STP dated July 17, 2013 from the DGT, for the late payment of corporate income tax for the fiscal year 2011 totaling to Rp4,031,427. As of the completion date of the consolidated financial statements, the Company has not paid the penalties. The Company charged the amount to the 2013 and 2012 consolidated statements of comprehensive income amounting to Rp2,016,213 and Rp2,015,214, respectively.
F-122
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
PT Kalimantan Sawit Abadi (“KSA”)
PT Kalimantan Sawit Abadi (“KSA”)
Tahun 2008
Year 2008
KSA, entitas anak, memperoleh SKPKB bertanggal 9 November 2009 dari DJP yang menyatakan kurang bayar PPN untuk periode Januari - Desember 2008 beserta dendanya sejumlah Rp235.209. KSA menerima SKPKB tersebut dan membayarnya pada tanggal 4 Mei 2010. Denda tersebut telah dibebankan ke dalam laporan laba rugi komprehensif konsolidasian 2010.
KSA, a subsidiary, obtained an SKPKB dated November 9, 2009, from the DGT which recflects underpayment of VAT for the period January to December 2008 including penalty totaling to Rp235,209. KSA accepted the SKPKB and paid the underpayment on May 4, 2010. The penalty was charged to the 2010 consolidated statements of comprehensive income.
Tahun 2009
Year 2009
KSA memperoleh STP bertanggal 29 April 2010 dari Direktorat Jenderal Pajak atas keterlambatan pembayaran PPN untuk periode Juli - Oktober 2009 sejumlah Rp441.496. KSA menerima STP tersebut dan membayarnya pada tanggal 2 Juli 2010 dan 23 September 2010 masing-masing sebesar Rp266.605 dan Rp174.891. Pembayaran tersebut telah dibebankan ke dalam laporan laba rugi komprehensif konsolidasian 2010.
KSA obtained an STP dated April 29, 2010, from the Directorate General of Taxation for the late payment of VAT for the period July October 2009 totaling to Rp441,496. KSA accepted and paid the STP on July 2, 2010 and September 23, 2010 amounting to Rp266,605 and Rp174,891, respectively. The amount was charged to the 2010 consolidated statements of comprehensive income.
Tahun 2010
Year 2010
KSA memperoleh STP bertanggal 17 Februari 2011, dari Direktorat Jenderal Pajak atas keterlambatan pembayaran Pajak penghasilan - Pasal 25 untuk periode Januari - Desember 2010 sejumlah Rp45.379. KSA menerima STP tersebut dan membayarnya pada tanggal 16 Januari 2012. Denda tersebut telah dibebankan ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
KSA obtained an STP dated February 17, 2011, from Directorate General of Taxation for the late payment of Income tax - Article 25 for the period January - December 2010 amounting to Rp45,379. KSA accepted and paid the STP on January 16, 2012. The penalty was charged to the 2011 consolidated statements of comprehensive income.
Tahun 2011
Year 2011
KSA memperoleh STP bertanggal 1 November 2011, dari Direktorat Jenderal Pajak atas keterlambatan pembayaran Pajak penghasilan - Pasal 25 untuk periode April - Mei 2011 sejumlah Rp40.122. KSA menerima STP tersebut dan membayarnya pada tanggal 16 Januari 2012. Denda tersebut telah dibebankan ke dalam laporan laba rugi komprehensif konsolidasian tahun 2011.
KSA obtained an STP dated November 1, 2011, from Directorate General of Taxation for the late payment of Income tax - Article 25 for the period April - May 2011 amounting to Rp40,122. KSA accepted and paid the STP on January 16, 2012. The penalty was charged to the 2011 consolidated statements of comprehensive income.
F-123
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
18. PERPAJAKAN (lanjutan) f.
18. TAXATION (continued)
Lainnya (lanjutan)
f.
Others (continued)
PT Mitra Mendawai Sejati (“MMS”)
PT Mitra Mendawai Sejati (“MMS”)
Tahun 2008
Year 2008 MMS, a subsidiary, obtained an SKPKB dated November 9, 2009 from DGT which reflects an additional liabilities of VAT for the period January - December 2008 amounting to Rp51,017. MMS accepted the SKPKB and paid the additional liabilities on May 6, 2010. The penalty was charged to the 2010 consolidated statements of comprehensive income.
MMS, entitas anak, memperoleh SKPKB bertanggal 9 November 2009 dari DJP atas PPN untuk periode Januari - Desember 2008 sejumlah Rp51.017. MMS menerima SKPKB tersebut dan melakukan pembayaran pada tanggal 6 Mei 2010. Denda tersebut telah dibebankan ke dalam laporan laba rugi komprehensif konsolidasian tahun 2010. Tahun 2011
Year 2011
MMS memperoleh Surat Ketetapan Pajak Pajak Bumi dan Bangunan (“SKP-PBB”) bertanggal 22 Desember 2011, dari DJP atas keterlambatan pelaporan untuk periode Januari Desember 2011 sejumlah Rp146.969. MMS menerima dan membayar kurang bayar tersebut dan dendanya pada tanggal 2 Januari 2013. Pembayaran tersebut telah dibebankan ke dalam laporan laba rugi komprehensif konsolidasian tahun 2013.
MMS obtained a decision letter of land and building tax (“SKP-PBB”) dated December 22, 2011 from the DGT, reflecting late reporting for the period from January to December 2011 totalling to Rp146,969. MMS accepted and paid the underpayment and its penalties on January 2, 2013. The payments was charged to the 2013 consolidated statements of comprehensive income.
19. BEBAN AKRUAL
19. ACCRUED EXPENSES 31 Desember/December 31, 30 Juni 2013/ June 30, 2013
Denda pajak (Catatan 18f) Jasa profesional Lain-lain
2012
2011
27.209.094 2.630.452 7.644.081
25.366.526 1.155.231 9.066.537
32.951.288 1.234.918 7.809.483
160.393 1.412.500 3.155.383
5.541.560 1.694.539
37.483.627
35.588.294
41.995.689
4.728.276
7.236.099
F-124
2010
2009 Tax penalties (Note 18f) Professional fees Others
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
20. LIABILITAS PEMBIAYAAN KONSUMEN
20. CONSUMER FINANCE LIABILITIES Consumer finance liabilities of the Company and subsidiaries (KSA and MMS), as follows:
Liabilitas pembiayaan konsumen Perseroan dan entitas anak (KSA dan MMS) terdiri dari:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Kendaraan PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Adira Dinamika Multi Finance PT Toyota Astra Financial Services PT BII Finance Center PT Bank Perkreditan Rakyat Mitratama Arthabuana Alat berat PT Bank Negara Indonesia (Persero) Tbk PT Bank Mandiri (Persero) Tbk Bagian yang jatuh tempo dalam satu tahun Bagian jangka panjang
2012
2011
2010
2009 Vehicles
4.028.840
3.428.822
-
-
-
3.660.491
3.400.704
5.832.342
5.627.100
7.454.306
PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk
82.746
138.435
239.652
-
-
PT Adira Dinamika Multi Finance
-
-
192.717 -
421.948 98.601
827.300 493.005
-
-
-
485.333
1.317.333
4.138.081
7.087.763
1.994.164
2.128.056
1.150.000
724.113
-
-
-
-
8.761.038
11.241.944
12.634.271
14.055.724
8.258.875
(9.914.429)
(6.470.735)
(4.402.328)
2.719.842
7.584.989
3.856.547
(5.441.499) 3.319.539
PT Toyota Astra Financial Services PT BII Finance Center PT Bank Perkreditan Rakyat Mitratama Arthabuana Heavy equipments PT Bank Negara Indonesia (Persero) Tbk PT Bank Mandiri (Persero) Tbk
(5.185.739) 6.056.205
Current maturities Long-term liabilities
PT Bank Mandiri (Persero) Tbk
PT Bank Mandiri (Persero) Tbk
Pada tahun 2013, Perseroan dan KSA, mengambil alih tanggung jawab atas liabilitas karyawan atas fasilitas pembiayaan konsumen dari PT Bank Mandiri (Persero) Tbk (“Mandiri”) untuk pembelian kendaraan dan alat berat masing-masing sebesar Rp1.791.000 dan Rp850.000 (2012: Rp3.523.500 dan Rp2.966.893). Para karyawan tersebut setuju untuk menyerahkan hak pemilikan, setelah pelunasan atas alat berat tersebut kepada Perseroan. Jangka waktu pelunasan fasilitas tersebut berkisar adalah 36 bulan. Fasilitas ini dikenakan bunga 11,5% - 12,5% per tahun dan dijamin dengan alat berat yang dibeli.
In 2013, the Company and KSA, assumed the responsibility of certain employees’ consumer financing facilities from PT Bank Mandiri (Persero) Tbk (“Mandiri”) for purchases of vehicles and heavy equipment amounting to Rp1,791,000 and Rp850,000, respectively (2012: Rp3,523,500 dan Rp2,966,893). Those employees agree to transfer the ownership of the financed heavy equipments, upon settlement of these facilities to the Company. The facilities were due to be repaid within 36 months. The facilities are subject to interest at the rate of 11.5% - 12.5% per annum and are secured with the purchased heavy equipment.
PT Bank Negara Indonesia (Persero) Tbk
PT Bank Negara Indonesia (Persero) Tbk
Pada tahun 2010 sampai dengan 2012, Perseroan dan entitas anak (KSA dan MMS) mengambil alih tanggung jawab atas liabilitas karyawan atas fasilitas pembiayaan konsumen dari PT Bank Negara Indonesia (Persero) Tbk (“BNI”) untuk pembelian kendaraan dan alat berat masingmasing sebesar Rp2.601.000 dan Rp6.505.387 (2011: Rp10.928.875 dan Rp2.156.652; 2010: Rp1.697.655 dan Rp875.000). Para karyawan tersebut setuju untuk menyerahkan hak pemilikan, setelah pelunasan atas kendaraan dan alat berat tersebut kepada Perseroan dan entitas anak (KSA dan MMS).
In 2010 until 2012, the Company and subsidiaries (KSA and MMS) assumed the responsibility of certain employees’ consumer financing facilities from PT Bank Negara Indonesia (Persero) Tbk (“BNI”) for purchases of vehicles and heavy equipment amounting to Rp2,601,000 and Rp6,505,387 (2011: Rp10,928,875 and Rp2,156,652 2010: Rp1.697.655 and Rp875,000), respectively. Those employees agree to transfer the ownership of the financed vehicles and heavy equipments, upon settlement of these facilities to the Company and subsidiaries (KSA and MMS).
F-125
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 20. LIABILITAS (lanjutan)
PEMBIAYAAN
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
KONSUMEN
20. CONSUMER FINANCE LIABILITIES (continued)
PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
PT Bank Negara (continued)
Jangka waktu pelunasan fasilitas tersebut berkisar antara 24 bulan sampai 36 bulan. Fasilitas ini dikenakan bunga berkisar antara 8% sampai 11,5% per tahun dan dijamin dengan kendaraan dan alat berat yang dibeli.
The facilities were due to be repaid within 24 months until 36 months. The facilities are subject to interest rates ranging from 8% to 11.5% per annum and are secured with the purchased vehicles and heavy equipment.
Pada tanggal 28 Agustus 2013, Perseroan dan entitas anak (KSA dan MMS) telah melunasi pinjaman tersebut sebesar Rp5.336.168.
On August 28, 2013, the Company and subsidiaries (KSA and MMS) have settled the credit facility amounting to Rp5,336,168.
PT Adira Dinamika Multi Finance
PT Adira Dinamika Multi Finance
Pada tahun 2011, Perseroan mengambil alih tanggung jawab atas liabilitas karyawan atas fasilitas pembiayaan konsumen dari PT Adira Dinamika Multi Finance untuk pembelian kendaraan sebesar Rp316.602. Para karyawan tersebut setuju untuk menyerahkan hak pemilikan, setelah pelunasan atas kendaraan dan alat berat tersebut kepada Perseroan. Jangka waktu pelunasan fasilitas adalah 24 bulan. Fasilitas ini dikenakan bunga 8% per tahun dan dijamin dengan kendaraan yang dibeli.
In 2011, The Company assumed the responsibility of certain employees’ consumer financing facilities from PT Adira Dinamika Multi Finance for purchases of vehicles amounting to Rp316,602. Those employees agree to transfer the ownership of the financed vehicles and heavy equipments, upon settlement of these facilities to the Company. The facilities were due to be repaid within 24 months. The facilities are subject to interest rate of 8% per annum and are secured with the purchased vehicles.
PT Toyota Astra Financial Services
PT Toyota Astra Financial Services
Pada tahun 2008 dan 2009, Perseroan mengambil alih tanggung jawab atas liabilitas karyawan atas fasilitas pembiayaan konsumen dari PT Toyota Astra Financial Services untuk pembelian kendaraan sebesar Rp1.246.835. Para karyawan tersebut setuju untuk menyerahkan hak pemilikan, setelah pelunasan atas kendaraan dan alat berat tersebut kepada perseroan. Jangka waktu pelunasan fasilitas tersebut berkisar antara 24 bulan sampai 36 bulan. Fasilitas ini dikenakan bunga berkisar antara 6% sampai 7% per tahun dan dijamin dengan kendaraan yang dibeli. Fasilitas pembiayaan ini telah dilunasi pada 5 September 2012.
In 2008 and 2009, the Company assumed the responsibility of certain employees’ consumer financing facilities from PT Toyota Astra Financial Services for purchase vehicles amounting to Rp1,246,835. Those employees agree to transfer the ownership of the financed vehicles and heavy equipments, upon settlement of these facilities to the Company. The facilities were due to be repaid within 24 months until 36 months. The facilities are subject to interest rates ranging from 6% to 7% per annum and are secured with the purchased vehicles. This consumer financing facilities has been fully paid on September 5, 2012.
F-126
Indonesia
(Persero)
Tbk
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 20. LIABILITAS (lanjutan)
PEMBIAYAAN
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
KONSUMEN
20. CONSUMER FINANCE LIABILITIES (continued)
PT BII Finance Center
PT BII Finance Center
Pada tahun 2009, Perseroan mengambil alih tanggung jawab atas liabilitas karyawan atas fasilitas pembiayaan konsumen dari PT BII Finance Center untuk pembelian kendaraan sebesar Rp788.808. Para karyawan tersebut setuju untuk menyerahkan hak pemilikan, setelah pelunasan atas kendaraan dan alat berat tersebut kepada Perseroan. Jangka waktu pembiayaan adalah 24 bulan. Fasilitas ini dikenakan tingkat bunga sebesar 8% per tahun dan dijamin dengan kendaraan yang dibeli. Fasilitas pembiayaan konsumen ini telah dilunasi pada 8 Maret 2011.
In 2009, the Company assumed the responsibility of certain employees’ consumer financing facilities PT BII Finance Center to purchase vehicles amounting to Rp788,808. Those employees agree to transfer the ownership of the financed vehicles and heavy equipments, upon settlement of these facilities to the Company. The facilities were due to be repaid within 24 months. The facilities are subject to interest at rate of 8% per annum and are secured with the purchased vehicles. This consumer financing facilities have been fully paid on March 8, 2011.
PT Bank Perkreditan Rakyat Mitratama Arthabuana
PT Bank Perkreditan Rakyat Mitratama Arthabuana
Pada tahun 2009, Perseroan mengambil alih fasilitas pembiayaan konsumen dari PT Bank Perkreditan Rakyat Mitratama Arthabuana untuk pembelian kendaraan sebesar Rp1.664.000. Para karyawan tersebut setuju untuk menyerahkan hak pemilikan, setelah pelunasan atas kendaraan dan alat berat tersebut kepada Perseroan. Jangka waktu pelunasan fasilitas tersebut adalah 24 bulan. Fasilitas ini dikenakan bunga sebesar 13% per tahun dan dijamin dengan kendaraan yang dibeli. Fasilitas pembiayaan konsumen ini telah dilunasi pada tanggal 5 Juli 2011.
In 2009, the Company assumed the responsibility of certain employees’ consumer financing facilities PT Bank Perkreditan Rakyat Mitratama Arthabuana to purchase vehicles amounting to Rp1,664,000. Those employees agree to transfer the ownership of the financed vehicles and heavy equipments, upon settlement of these facilities to the Company. The facilities were due to be repaid within 24 months. The facilities are subject to interest rate of 13% per annum and are secured with the purchased vehicles. The consumer financing facilities have been fully paid on July 5, 2011.
Pada tangagl 30 Juni 2013 dan 31 Desember 2012, 2011, 2010 dan 2009, Perseroan, KSA dan MMS mencatat kendaraan dan alat berat tersebut sebagai bagian dari aset tetap masing-masing Perseroan, KSA dan MMS.
As of June 30, 2013 and December 31, 2012 and 2011, 2010 and 2009, The Company, KSA, and MMS recorded such vehicles and heavy equipment as part of the each the Company, KSA and MMS’ fixed assets.
F-127
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
21. LIABILITAS SEWA PEMBIAYAAN
21. FINANCE LEASE LIABILITIES Finance lease liabilities represents liabilities of the Company and subsidiaries (KSA and MMS), as follows:
Liabilitas sewa pembiayaan Perseroan dan entitas anak (KSA dan MMS) terdiri dari:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Kendaraan PT Chandra Sakti Utama Leasing PT Orix Indonesia Finance Alat berat PT Chandra Sakti Utama Leasing PT Orix Indonesia Finance PT Surya Artha Nusantara Finance Mesin PT Chandra Sakti Utama Leasing
2012
2011
2010
2009
8.612.897 188.805
11.991.850 444.135
10.491.205 2.040.904
8.768.666 1.745.288
1.320.610 2.380.742
PT Chandra Sakti Utama Leasing PT Orix Indonesia Finance Heavy equipments
6.944.490 -
11.269.591 -
13.543.438 304.865
6.727.290 1.114.530
2.785.693 2.138.303
PT Chandra Sakti Utama Leasing PT Orix Indonesia Finance
-
-
-
-
17.836
-
-
30.429
204.906
382.742
15.746.192
23.705.576
26.410.841
18.560.680
9.025.926
Vehicles
PT Surya Artha Nusantara Finance Machinery PT Chandra Sakti Utama Leasing
Future minimum lease payments under finance leases together with the present value of net minimum lease payments are as follows:
Pembayaran sewa minimum masa datang atas liabilitas sewa pembiayaan dan nilai kini dari pembayaran sewa minimum adalah sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Dalam satu tahun Lebih dari satu tahun tetapi kurang dari dua tahun Lebih dari dua tahun
12.962.883
16.824.338
15.935.376
10.512.894
6.336.189
4.581.579 -
9.444.611 832.346
11.456.367 4.054.755
7.767.778 4.064.166
3.505.543 783.601
Jumlah pembayaran sewa minimum Dikurangi bagian bunga
17.544.462 (1.798.270)
27.101.295 (3.395.719)
31.446.498 (5.035.657)
22.344.838 (3.784.158)
10.625.333 (1.599.407)
Nilai kini pembayaran sewa minimum Bagian yang jatuh tempo dalam satu tahun
15.746.192
23.705.576
26.410.841
18.560.680
9.025.926
(12.605.961)
(8.171.023)
(5.157.302)
13.804.880
10.389.657
3.868.624
Bagian jangka panjang
(11.381.096) 4.365.096
(14.209.312) 9.496.264
Within one year After one year but not more than two years More than two years Total minimum lease payment Less interest portion Present value of minimum lease payments Current portion Long-term liabilities
The finance leases liabilities are subject to interest at the rates ranging from 6.4% - 23% per annum (2012: 12.5% - 16.5% per annum, 2011: 4% - 17.5%; 2010: 5% - 16% per annum). The finance lease liabilities are secured by the related leased assets.
Liabilitas sewa pembiayaan dikenakan bunga pada tingkat bunga berkisar antara 6,4% 23% per tahun (2012: 12,5% - 16,5% 2011: 4% - 17,5%; 2010: 5% - 16% per tahun). Liabilitas sewa pembiayaan dijamin dengan aset yang didanai oleh liabilitas tersebut.
F-128
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
21. LIABILITAS SEWA PEMBIAYAAN (lanjutan)
21. FINANCE LEASE LIABILITIES (continued) In the lease agreements, the Company, KSA and MMS are not allowed to use the vehicle for illegal purposes, send or bring the leased assets outside the territory of the Republic of Indonesia, are obliged to keep the leased assets in good condition and should not allow for the transfer of assets to another party during the term of the agreements.
Dalam perjanjian-perjanjian sewa pembiayaan, Perseroan, KSA dan MMS tidak diperbolehkan untuk menggunakan kendaraan untuk maksud yang melawan hukum, mengirimkan atau membawa aset sewa ke luar wilayah Republik Indonesia, berkewajiban menjaga aset sewa pembiayaan dalam kondisi yang baik dan tidak memperbolehkan untuk memindahtangankan aset sewa pembiayaan ke pihak lain selama masa perjanjian sewa pembiayaan. 22. UTANG BANK a.
22. BANK LOAN
Utang bank jangka pendek
a.
Short-term bank loan
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk
2012
2011
2010
2009
66.000.000
66.000.000
36.000.000
-
-
-
-
-
16.000.000
16.000.000
66.000.000
66.000.000
36.000.000
16.000.000
16.000.000
Fasilitas Kredit Modal Mandiri (Persero) Tbk
Kerja
PT
Bank
PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk
Working Capital Loan Mandiri (Persero) Tbk
from
PT
Bank
Perseroan
The Company
Berdasarkan Akta Notaris Ratih Gondokusumo Siswono, S.H. No. 8 tanggal 25 Maret 2011, Perseroan memperoleh Fasilitas Kredit Modal Kerja maksimal Rp25.000.000 dari PT Bank Mandiri (Persero) Tbk untuk membiayai operasional Perseroan. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9% - 9,5% per tahun (2012: 9,5% - 10% per tahun; 2011: 10% per tahun). Fasilitas pinjaman ini telah dicairkan pada tanggal 3 Mei 2011 dan akan jatuh tempo pada tanggal 24 Maret 2014.
Based on Notarial Deed No. 8 of Ratih Gondokusumo Siswono, S.H., dated March 25, 2011, the Company obtained Working Capital Credit Facility at a maximum amount of Rp25,000,000 from PT Bank Mandiri (Persero) Tbk to finance the Company’s operation. During the six-month period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9% - 9.5% per annum (2012: 9.5% - 10% per annum; 2011: 10% per annum). The loan facility was withdrawn on May 3, 2011 and will be due on March 24, 2014.
Pinjaman tersebut dijamin oleh persediaan senilai Rp24.000.000 dan piutang usaha senilai Rp1.000.000.
The loan is secured by inventory valued at Rp24,000,000 and trade receivables valued at Rp1,000,000.
F-129
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) a.
22. BANK LOAN (continued)
Utang bank jangka pendek (lanjutan) Fasilitas Kredit Modal Kerja Mandiri (Persero) Tbk (lanjutan)
PT
a. Bank
Short-term bank loan (continued) Working Capital Loan from PT Mandiri (Persero) Tbk (continued)
Bank
PT Kalimantan Sawit Abadi (“KSA”)
PT Kalimantan Sawit Abadi (“KSA”)
Pada tanggal 25 Maret 2011, KSA memperoleh Fasilitas Kredit Modal Kerja maksimal Rp11.000.000 dari PT Bank Mandiri (Persero) Tbk untuk membiayai operasional KSA. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9% - 9,5% per tahun (2012: 9,5% - 10% per tahun; 2011: 10% per tahun). Fasilitas pinjaman ini telah dicairkan pada tanggal 3 Mei 2011 dan akan jatuh tempo pada tanggal 24 Maret 2014.
On March 25, 2011, KSA obtained Working Capital Credit Facility at a maximum amount of Rp11,000,000 from PT Bank Mandiri (Persero) Tbk to finance KSA’s operations. During the six-month period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9% - 9.5% per annum (2012: 9.5% - 10% per annum; 2011: 10% per annum). These loan facility was withdrawn on May 3, 2011 and will be due on March 24, 2014.
Pinjaman tersebut dijamin oleh persediaan KSA senilai Rp9.000.000 dan piutang senilai Rp2.000.000.
The loan is secured by KSA’s inventory valued at Rp9,000,000 and receivables valued at Rp2,000,000.
PT Mitra Mendawai Sejati (“MMS”)
PT Mitra Mendawai Sejati (“MMS”)
Pada tanggal 24 April 2012, MMS memperoleh Fasilitas Kredit Modal Kerja maksimal Rp30.000.000 dari PT Bank Mandiri (Persero) Tbk untuk membiayai operasional MMS. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9% - 9,5% per tahun (2012: 9,5% - 10% per tahun). Fasilitas pinjaman ini telah dicairkan pada tanggal 22 Mei 2012 dan akan jatuh tempo pada tanggal 23 April 2014.
On April 24, 2012, MMS obtained Working Capital Credit facility at a maximum amount of Rp30,000,000 from PT Bank Mandiri (Persero) Tbk to finance MMS’ operations. During the six-month period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9% - 9.5% per annum (2012: 9.5% - 10% per annum). The loan facility was withdrawn on May 22, 2012 and will be due on April 23, 2014.
Pinjaman tersebut dijamin oleh persediaan MMS senilai Rp2.000.000 dan piutang senilai Rp28.000.000.
The loan is secured by MMS’ inventory valued at Rp2,000,000 and receivables valued at Rp28,000,000.
Seluruh pinjaman tersebut mencakup persyaratan yang membatasi hak Perseroan, KSA dan MMS antara lain untuk memperoleh pinjaman atau memberikan pinjaman kecuali dalam rangka transaksi dagang yang lazim, bertindak sebagai penjamin, memindahtangankan agunan atau harta yang dapat mempengaruhi pelaksanaan kewajiban Perseroan, KSA dan MMS kepada Bank, mengajukan permohonan pailit, dan mengadakan transaksi dengan perusahaan afiliasi atau pihak lainnya diluar transaksi dagang yang lazim.
All of the loans contain certain restrictions on the Company, KSA and MMS such as, among others, obtain new loan or provide borrowing unless in the ordinary course of business of the Company, KSA and MMS, provide guarantee, transfer of collateral or the Company, KSA and MMS assets which can have adverse effect to the Company, KSA and MMS’ ability to fulfill its obligation to the Bank, file bankruptcy, and exercise transactions with affiliated companies or other parties beyond normal circumstances.
F-130
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) a.
22. BANK LOAN (continued)
Utang bank jangka pendek (lanjutan) Fasilitas Kredit Modal Kerja Mandiri (Persero) Tbk (lanjutan)
PT
a. Bank
Short-term bank loan (continued) Working Capital Loan from PT Mandiri (Persero) Tbk (continued)
Bank
Pinjaman mengharuskan Perseroan, MMS dan KSA tersebut untuk memenuhi persyaratan rasio keuangan sebagaimana disebutkan dalam perjanjian, yaitu: leverage ratio maksimum 230%, current ratio minimum 110%, debt service coverage ratio (DSCR) minimum 110% dan total networth positif. Pemenuhan terhadap rasio-rasio keuangan tersebut dievaluasi secara berkala setiap tahun.
The loan required the Company, MMS and KSA to fulfill certain financial ratio as mentioned in the loan agreement, which are: leverage ratio at maximum of 230%, current ratio at minimum 110%, debt service coverage ratio (DSCR) at minimum of 110% and positive total networth. Fullfilment of the financial ratios are regularly assessed on annual basis.
Berdasarkan surat dari Bank tanggal 11 Juli 2012, Bank telah menyetujui untuk menghapus pembatasan Perseroan, KSA dan MMS dalam membagikan dividen.
Based on a letter from the Bank dated July 11, 2012, the Bank has approved to remove restrictions on the Company, KSA and MMS in dividends distribution.
Berdasarkan surat dari Bank tanggal 12 September 2011, Bank telah menyetujui perubahan ketentuan mengenai pembagian dividen pada Perjanjian Fasilitas Pinjaman Perseroan, KSA dan MMS, dimana Perseroan, KSA dan MMS dapat melakukan pembagian dividen sepanjang pembagian dividen tersebut tidak menyebabkan pelanggaran leverage ratio < 230%, current ratio > 110% dan DSCR > 110% dan total networth positif dimana hal tersebut tercermin pada laporan keuangan Perseroan, KSA dan MMS.
Based on letter from the Bank dated September 12, 2011, the Bank has approved the amendment of the dividend distributions on Bank Credit Facility Agreement of the Company, KSA and MMS which the Company, KSA and MMS allowed to distribute the dividend in condition that the dividend distribution does not cause the violation of the leverage ratio < 230%, current ratio > 110% dan DSCR > 110% and positive total networth as reflected at the Company, KSA and MMS’ financial statements.
Pada tanggal 30 Juni 2013, 31 Desember 2012 dan 2011, Perseroan, KSA dan MMS telah memenuhi semua persyaratan pinjaman tersebut.
As of June 30, 2013, December 31, 2012 and 2011, the Company, KSA and MMS complied with all of these covenants.
F-131
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) a.
22. BANK LOAN (continued)
Utang bank jangka pendek (lanjutan)
a.
Short-term bank loan (continued)
Fasilitas Kredit Modal Kerja PT Bank Negara Indonesia (Persero) Tbk
Working Capital Loan from PT Bank Negara Indonesia (Persero) Tbk
PT Kalimantan Sawit Abadi (“KSA”)
PT Kalimantan Sawit Abadi (“KSA”)
Pada tanggal 4 September 2009, KSA memperoleh fasilitas kredit modal kerja maksimal sebesar Rp16.000.000 untuk membiayai pembelian dan pengolahan tandan buah segar (“TBS”) dari kebun luar sekitar Perseroan untuk memenuhi kapasitas terpasang minimal 600 MT TBS per hari. Selama tahun 2011, fasilitas pinjaman tersebut dikenakan tingkat bunga mengambang berkisar antara 10,75% per tahun (2010: 11,25% 12,50% per tahun; 2009: 12,5% - 13% per tahun) dan akan jatuh tempo pada tanggal 8 Juni 2011. Pada tanggal 31 Desember 2010 dan 1 Januari 2010/31 Desember 2009, fasilitas yang digunakan adalah sebesar Rp16.000.000.
On September 4, 2009, KSA received working capital loan facility at the maximum amount of Rp16,000,000 to finance purchase and processing fresh fruit bunches (“FFB”) from outside to fulfill minimum capacity of 600 MT of FFB per day. During 2011, the loan facility is subject to floating interest at the rate of 10.75% per annum (2010: 11.25% - 12.50% per annum; 2009: 12.5% - 13% per annum) and will be due on June 8, 2011. As of December 31, 2010 and January 1, 2010/December 31, 2009, the Company has drawdown the facility amounting to Rp16,000,000.
Pinjaman tersebut di atas mencakup persyaratan yang membatasi hak KSA antara lain untuk memperoleh pinjaman atau memberikan pinjaman kecuali dalam rangka transaksi dagang yang lazim, melakukan penyertaan baru, bertindak sebagai penjamin, memindahtangankan agunan atau harta yang dapat mempengaruhi pelaksanaan kewajiban KSA kepada Bank, melakukan merger, pengambilalihan atau peleburan, mengajukan permohonan pailit dan melakukan pembayaran bunga atas pinjaman atau melunasi pinjaman kepada pemegang saham atau perusahaan afiliasi. Pinjaman mengharuskan KSA untuk memenuhi persyaratan rasio keuangan sebagaimana disebutkan dalam perjanjian yaitu: current ratio minimum 1 dan Debt to Equity Ratio maksimum 2,6.
All of the loans contain certain restrictions on KSA such as, among others, obtaining new loan or give borrowing unless in the ordinary course of business of KSA, participate in new investment, provide guarantee, transfer of collateral or KSA’s assets which can have adverse effect to KSA’s ability to fulfill its obligation to the Bank, conduct merger, acquisition or consolidation, file bankruptcy, and pay interest or repay the loan to shareholder or affiliate companies. The loan required KSA to fulfill certain financial ratio as mentioned in the loan agreement which are: current ratio minimum 1 and Debt to Equity Ratio maximum 2.6.
Pada tanggal 31 Desember 2010, KSA tidak memenuhi rasio keuangan yang disyaratkan dalam perjanjian.
As of December 31, 2010, KSA did not fulfill the required financial ratios.
Pada tanggal 1 Januari 2010/31 Desember 2009, KSA telah memenuhi semua persyaratan pinjaman tersebut.
As of January 1, 2010/December 31, 2009, KSA has complied with all of these covenants.
Pinjaman modal kerja ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
The outstanding amount of the working capital loan has been fully paid on April 8, 2011.
F-132
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang
b. Long-term bank loan 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk
Utang bank jatuh tempo dalam satu tahun Utang bank jangka panjang setelah dikurangi bagian jatuh tempo dalam satu tahun
2012
1.125.600.000
2011
1.212.700.000
2010
1.264.000.000
2009
-
-
PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk
-
-
-
538.831.143
556.770.299
1.125.600.000
1.212.700.000
1.264.000.000
538.831.143
556.770.299
(538.831.143)
(38.500.000)
Current maturity of bank loan
518.270.299
Long-term bank loan - net of current maturity
(178.300.000)
947.300.000
(174.200.000)
1.038.500.000
(121.500.000)
1.142.500.000
-
Fasilitas Kredit Investasi PT Bank Mandiri (Persero) Tbk
Credit Investment Facility from PT Bank Mandiri (Persero) Tbk
Perseroan
The Company
Berdasarkan Akta Notaris Ratih Gondokusumo Siswono, S.H. No. 7 tanggal 25 Maret 2011, Perseroan memperoleh Fasilitas Kredit Investasi maksimal Rp890.000.000 dari PT Bank Mandiri (Persero) Tbk untuk membiayai pengembangan kebun kelapa sawit seluas 16.110 Hektar beserta Pabrik Kelapa Sawit (“PKS”) dengan kapasitas 90 MT per jam TBS. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9,25% - 9,5% per tahun (2012: 9,5% - 10% per tahun; 2011: 10% per tahun). Fasilitas pinjaman ini telah dicairkan pada tanggal 13 April 2011 dan akan jatuh tempo pada tanggal 31 Desember 2017.
Based on Notarial Deed No. 7 of Ratih Gondokusumo Siswono, S.H., dated March 25, 2011, the Company obtained Investment Credit Facility at a maximum amount of Rp890,000,000 from PT Bank Mandiri (Persero) Tbk to finance the development of oil palm plantation projects covering an area of 16,110 Hectares including Palm Oil Mill (“POM”) with production capacity of 90 MT of FFB per hour. During the six-month period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9.25% - 9.5% per annum (2012: 9.5% - 10% per annum; 2011: 10% per annum). This loan facility was withdrawn on April 13, 2011 and will be due on December 31, 2017.
Pembayaran cicilan pokok selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013 sebesar Rp60.000.000 (tahun yang berakhir pada tanggal 31 Desember 2012: Rp100.000.000; 2011: Rp30.000.000).
Principal repayments for the six-month period ended June 30, 2013 amounted to Rp60,000,000 (year ended December 31, 2012: Rp100,000,000; 2011: Rp30,000,000).
Pinjaman tersebut dijamin oleh lahan milik Perseroan seluas 16.984 hektar yang berlokasi di Arut Selatan, Kotawaringin Barat sebagaimana tertera dalam sertifikat Hak Guna Usaha (HGU) Perseroan termasuk tanaman perkebunan, bangunan dan instalasi yang berada di atasnya.
The loan facility is secured by the land area of 16,984 hectares owned by the Company located in Arut Selatan, Kotawaringin Barat as stated in the Company’s certificates of landright (“HGU”) including plantation assets, buildings and installations on the land.
F-133
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Mandiri (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Mandiri (Persero) Tbk (continued)
PT Kalimantan Sawit Abadi (“KSA”)
PT Kalimantan Sawit Abadi (“KSA”)
Pada tanggal 25 Maret 2011, KSA memperoleh Fasilitas Kredit Investasi maksimal Rp210.000.000 dari PT Bank Mandiri (Persero) Tbk untuk membiayai pengembangan kebun kelapa sawit seluas 3.926 Ha dan peningkatan kapasitas produksi PKS. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9,25% - 9,5% per tahun (2012: 9,5% - 10% per tahun; 2011: 10% per tahun). Fasilitas pinjaman ini telah dicairkan pada tanggal 13 April 2011 dan akan jatuh tempo pada tanggal 31 Desember 2017.
On March 25, 2011, KSA obtained Investment Credit Facility at a maximum amount of Rp210,000,000 from PT Bank Mandiri (Persero) Tbk to finance the development of oil palm plantations covering an area of 3,926 Ha and to extend POM’s production capacity. During the six-month period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9.25% - 9.5% per annum (2012: 9.5% - 10% per annum; 2011: 10% per annum). The loan facility was withdrawn on April 13, 2011 and will be due on December 31, 2017.
Pembayaran cicilan pokok selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013 sebesar Rp12.000.000 (tahun yang berakhir pada tanggal 31 Desember 2012: Rp20.000.000; 2011: Rp8.000.000).
Principal repayments for the six-month period ended June 30, 2013 amounted to Rp12,000,000 (year ended December 31, 2012: Rp20,000,000; 2011: Rp8,000,000).
Pinjaman tersebut dijamin oleh lahan milik KSA seluas 1.933 Ha yang berlokasi di Natai Baru, Kotawaringin Barat dan 2.510 Ha yang berlokasi di Rungun, Kotawaringin Barat sebagaimana tertera dalam Sertifikat sertifikat Hak Guna Usaha (“HGU”) termasuk tanaman perkebunan, bangunan dan instalasi yang berada di atasnya.
The loan facility is secured by the land area of 1,933 Ha owned by KSA located in Natai Baru, Kotawaringin Barat and 2,510 Ha located in Rungun, Kotawaringin Barat as stated in the certificates of landright (“HGU”) including plantation assets, buildings and installations on the land.
PT Mitra Mendawai Sejati (“MMS”)
PT Mitra Mendawai Sejati (“MMS”)
Pada tanggal 25 Maret 2011, MMS memperoleh Fasilitas Kredit Investasi maksimal Rp206.000.000 dari PT Bank Mandiri (Persero) Tbk untuk membiayai pembangunan proyek perkebunan kelapa sawit seluas 8.137,27 hektar. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9,25% - 9,5% per tahun (2012: 9,5% - 10% per tahun; 2011: 10% per tahun). Fasilitas pinjaman ini telah dicairkan pada tanggal 14 April 2011 dan akan jatuh tempo pada tanggal 31 Desember 2018.
On March 25, 2011, MMS obtained Investment Credit Facility at a maximum amount of Rp206,000,000 from PT Bank Mandiri (Persero) Tbk to finance the development of oil palm plantation projects covering an area of 8,137.27 hectares. During the six-month period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9.25% - 9.5% per annum (2012: 9.5% - 10% per annum; 2011: 10% per annum). This loan facility was withdrawn on April 14, 2011 and will be due on December 31, 2018.
F-134
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Mandiri (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Mandiri (Persero) Tbk (continued)
PT Mitra (lanjutan)
PT Mitra (continued)
Mendawai
Sejati
(“MMS”)
Mendawai
Sejati
(“MMS”)
Pembayaran cicilan pokok selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013 sebesar Rp7.300.000 (tahun yang berakhir pada tanggal 31 Desember 2012: Rp1.125.000; 2011: Nihil).
Principal repayments for the six-month period ended June 30, 2013 amounted to Rp7,300,000 (year ended December 31, 2012: Rp1,125,000; 2011: Nil).
Pada tanggal 24 April 2012, MMS memperoleh fasilitas kredit investasi maksimal Rp78.000.000 untuk membiayai pembangunan pabrik pengolahan kelapa sawit dengan kapasitas 45 MT TBS per jam dan pabrik pengolahan minyak kernel dengan kapasitas 150 MT inti sawit per hari. Selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013, fasilitas pinjaman tersebut dikenakan tingkat bunga berkisar antara 9,25% - 9,5% per tahun (2012: 9,5% - 9,75% per tahun). Fasilitas pinjaman tersebut telah dicairkan pada tanggal 22 Mei 2012 dan akan jatuh tempo pada tanggal 23 April 2017.
On April 24, 2012, MMS obtained investment credit facility at a maximum amount of Rp78,000,000 to finance the development of oil palm plantation with capacity 45 MT of FFB per hour and kernel crushing plant with capacity 150 MT of palm kernel per day. During the sixmonth period ended June 30, 2013, the loan facility bears interest at the rates ranging from 9.25% - 9.5% per annum (2012: 9.5% - 9.75% per annum). This loan facility was withdrawn on May 22, 2012 and will be due on April 23, 2017.
Pembayaran cicilan pokok selama periode enam bulan yang berakhir pada tanggal 30 Juni 2013 sebesar Rp7.800.000 (tahun yang berakhir pada tanggal 31 Desember 2012: Rp7.800.000; 2011: Nihil).
Principal repayments for the six-month period ended June 30, 2013 amounted to Rp7,800,000 (year ended December 31, 2012: Rp7,800,000; 2011: Nil).
Pinjaman tersebut dijamin oleh lahan milik MMS seluas 5.922,07 Ha yang berlokasi di Umpang, Kotawaringin Barat dan 2.999,31 Ha yang berlokasi di Umpang, Kotawaringin Barat sebagaimana tertera dalam Sertifikat Hak Guna Usaha (“HGU”) termasuk tanaman perkebunan, bangunan dan instalasi yang berada di atasnya dan jaminan korporasi dari Perseroan, salah satu pemegang saham MMS.
The loan facility is secured by the land area of 5,922.07 Ha owned by MMS located in Umpang, Kotawaringin Barat and 2,999.31 Ha located in Umpang, Kotawaringin Barat as stated in the certificates of landright (“HGU”) including plantation assets, buildings and installations on the land and corporate guarantee from the Company.
F-135
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Mandiri (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Mandiri (Persero) Tbk (continued)
Seluruh pinjaman tersebut mencakup persyaratan yang membatasi hak Perseroan, KSA dan MMS antara lain untuk memperoleh pinjaman atau memberikan pinjaman kecuali dalam rangka transaksi dagang yang lazim, bertindak sebagai penjamin, memindahtangankan agunan atau harta yang dapat mempengaruhi pelaksanaan kewajiban Perseroan, KSA dan MMS kepada Bank, mengajukan permohonan pailit, dan mengadakan transaksi dengan perusahaan afiliasi atau pihak lainnya diluar transaksi dagang yang lazim. Pinjaman mengharuskan Perseroan, MMS dan KSA tersebut untuk memenuhi persyaratan rasio keuangan sebagaimana disebutkan dalam perjanjian, yaitu: leverage ratio maksimum 230%, current ratio minimum 110%, debt service coverage ratio (DSCR) minimum 110% dan total networth positif. Pemenuhan terhadap rasiorasio keuangan tersebut dievaluasi secara berkala setiap tahun.
All of the loans contain certain restrictions on the Company, KSA and MMS such as, among others, obtain new loan or provide borrowing unless in the ordinary course of business of the Company, KSA and MMS, provide guarantee, transfer of collateral of the Company, KSA and MMS’ assets which can have adverse effect to the Company’s ability to fulfill its obligation to the Bank, file bankruptcy, and exercise transactions with affiliated companies or other parties beyond normal circumstances. The loan required the Company, MMS and KSA to fulfill certain financial ratio as mentioned in the loan agreement, which are: leverage ratio maximum 230%, current ratio minimum 110%, debt service coverage ratio (DSCR) minimum 110% and positive total networth. Fullfilment of the financial ratios are regularly assessed on annual basis.
Berdasarkan surat dari Bank tanggal 11 Juli 2012, Bank telah menyetujui untuk menghapus pembatasan Perseroan, KSA dan MMS dalam membagikan dividen.
Based on a letter from the Bank dated July 11, 2012, the Bank has approved to remove restrictions on the Company, KSA and MMS in dividends distribution.
Berdasarkan surat dari Bank tanggal 12 September 2011, Bank telah menyetujui perubahan ketentuan mengenai pembagian dividen pada Perjanjian Fasilitas Pinjaman Perseroan, KSA dan MMS, dimana Perseroan, KSA dan MMS dapat melakukan pembagian dividen sepanjang pembagian dividen tersebut tidak menyebabkan pelanggaran leverage ratio < 230%, current ratio > 110% dan DSCR > 110% dan total networth positif dimana hal tersebut tercermin pada laporan keuangan Perseroan, KSA dan MMS.
Based on letter from the Bank dated September 12, 2011, the Bank has approved the amendment of the dividend distributions on Bank Credit Facility Agreement of the Company, KSA and MMS which the Company, KSA and MMS allowed to distribute the dividend in condition that the dividend distribution does not cause the violation of the leverage ratio < 230%, current ratio > 110% dan DSCR > 110% and positive total networth as reflected at the Company, KSA and MMS’ financial statements.
Pada tanggal 30 Juni 2013, 31 Desember 2012 dan 2011 Perseroan, KSA dan MMS telah memenuhi semua persyaratan pinjaman tersebut.
As of June 30, 2013, December 31, 2012 and 2011, the Company, KSA and MMS complied with all of these covenants.
F-136
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk
Perseroan
The Company
Fasilitas kredit investasi pembangunan kebun kelapa sawit 12.000 Ha
Investment credit facility on development of oil palm plantations for 12,000 Ha
Fasilitas kredit investasi maksimal sebesar Rp94.117.000 dan untuk membiayai pengembangan kebun kelapa sawit seluas 12.000 Ha berlokasi di Sulung Kenambui, Kotawaringin Barat, Kalimantan Tengah. Selama tahun 2011, fasilitas pinjaman tersebut dikenakan tingkat bunga mengambang sebesar 10,75% per tahun (2010: 11,25% 12,50% per tahun; 2009: 12,50% - 14,50% per tahun). Pinjaman modal kerja ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
Investment credit facility at the maximum amount of Rp94,117,000 was obtained to finance development of oil palm plantations covering an area of 12,000 Ha located in Sulung Kenambui, Kotawaringin Barat, Central Kalimantan. During 2011, the loan facility is subject to floating interest at the rate of 10.75% per annum (2010: 11.25% - 12.50% per annum; 2009: 12.50% - 14.50% per annum). The outstanding amount has been fully paid on April 8, 2011.
Fasilitas kredit investasi pembangunan pabrik kelapa sawit dengan kapasitas produksi 45 MT per jam tandan buah segar (TBS)
Investment credit facility on development of palm oil mill with production capacity of 45 MT per hour of fresh fruit bunches (FFB)
Fasilitas kredit investasi maksimal sebesar Rp22.727.000 untuk membiayai pembangunan proyek pembangunan Pabrik Kelapa Sawit (“PKS”) dengan kapasitas 45 MT per jam TBS dan dapat ditingkatkan menjadi 90 MT per jam TBS. Selama tahun 2011, fasilitas pinjaman tersebut dikenakan tingkat bunga mengambang sebesar 10,75% per tahun (2010: 11,25% - 12,50% per tahun; 2009: 12,50% - 14,50% per tahun). Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
Investment credit facility at the maximum amount of Rp22,727,000 was obtained to finance construction of Palm Oil Mill (“POM”) with production capacity of 45 MT per hour of FFB extendable to 90 MT per hour of FFB. During 2011, the loan facility is subject to floating interest at the rate of 10.75% per annum (2010: 11.25% - 12.50% per annum; 2009: 12.50% - 14.50% per annum). The outstanding amount has been fully paid on April 8, 2011.
F-137
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b.
Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
Perseroan (lanjutan)
The Company (continued)
Fasilitas kredit investasi pembangunan kebun kelapa sawit 8.000 Ha
Investment credit facility on development of oil palm plantations for 8,000 Ha
Fasilitas kredit investasi maksimal sebesar Rp110.836.000 untuk membiayai pembangunan proyek perkebunan kelapa sawit seluas 8.000 Ha dan fasilitas kredit investasi atas bunga masa pembangunan (“Interest During Construction”) maksimal sebesar Rp12.712.000 untuk menampung 65% liabilitas bunga yang timbul selama masa pembangunan. Fasilitas pinjaman ini dikenakan tingkat bunga 10,75% per tahun (2010: 11,25% - 12,50% per tahun; 2009: 12,50% - 14,50% per tahun). Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
Investment credit facility at the maximum amount of Rp110,836,000 was obtained to finance development of oil palm plantations covering an area of 8,000 Ha and investment credit facility for interest during construction at the maximum of Rp12,712,000 to cover 65% of the interest liabilities that will be incurred during the oil palm plantation development period. These loan facilities are subject to floating interest at the rate of 10.75% per annum (2010: 11.25% - 12.5% per annum; 2009: 12.50% - 14.50% per annum). The outstanding amount has been fully paid on April 8, 2011.
Fasilitas kredit investasi peningkatan kapasitas produksi pabrik kelapa sawit menjadi 90 MT tandan buah segar (TBS) per jam
Investment credit facility on the extention of production capacity of palm oil mill to become 90 MT of fresh fruit bunches (FFB) per hour
Fasilitas kredit investasi maksimal sebesar Rp32.250.000 untuk membiayai peningkatan kapasitas produksi Pabrik Kelapa Sawit (“PKS”) menjadi 90 MT TBS per jam. Fasilitas pinjaman tersebut dikenakan tingkat bunga 10,75% per tahun (2010: 11,25% - 12,50% per tahun; 2009: 12,50% - 14,50% per tahun). Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
Investment credit facility at the maximum amount of Rp32,250,000 was obtained to finance extention of production capacity of Palm Oil Mill (“POM”) to 90 MT of FFB per hour. The loan facility is subject to floating interest at the rate of 10.75% per annum (2010: 11.25% - 12.5% per annum; 2009: 12.50% - 14.50% per annum). The outstanding amount has been fully paid on April 8, 2011.
F-138
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b.
Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
Perseroan (lanjutan)
The Company (continued) pembiayaan
Investment credit facility on the purchasing and processing FFB
Fasilitas pinjaman modal kerja maksimal sebesar Rp76.000.000 digunakan untuk membiayai pembelian dan pengolahan TBS sampai dengan tanaman menghasilkan dari kebun milik Perseroan mencapai puncak panen pada tahun 2015 sehingga memenuhi kapasitas terpasang maksimal 1.800 MT TBS yang akan jatuh tempo pada tanggal 31 Desember 2015. Pinjaman modal kerja ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
Working capital loan facility amounting to Rp76,000,000 was obtained to finance the purchase and processing of FFB until the Company's mature plantations production reached the maximum quantity in 2015 to meet the maximum installed capacity of 1,800 MT of FFB, which will be due on December 31, 2015. The outstanding amount has been fully paid on April 8, 2011.
Fasilitas kredit investasi lainnya
Other investment credit facility
Fasilitas kredit investasi maksimal sebesar Rp43.058.000 untuk membiayai pendirian bangunan permanen dan pembelian kendaraan dan alat berat. Fasilitas pinjaman tersebut dikenakan tingkat bunga 10,75% per tahun. Kredit investasi ini telah berakhir pada tanggal 8 April 2011 bersamaan dengan pengembalian atas fasilitas pinjaman lainnya.
Investment credit facility at the maximum amount of Rp43,058,000 was obtained to finance development of permanent buildings and the acquisition of vehicles and heavy equipments. The loan facility bears interest at the rate of 10.75% per annum. The investment credit facility has been terminated on April 8, 2011 following the repayment of other loan facilities.
Fasilitas pinjaman di atas dijamin dengan Hak Guna Usaha berikut tanaman perkebunan, mesin-mesin dan bangunan yang berada atau yang akan dibangun di atasnya, kendaraan dan alat-alat berat dengan nilai penjaminan sebesar Rp16.485.700, piutang dengan nilai penjaminan sebesar Rp58.200.000, persediaan dengan nilai penjaminan sebesar Rp7.961.300, jaminan perorangan dari Bapak Abdul Rasyid Akhmad Saleh, jaminan korporasi dari PT Citra Borneo Indah dan saham Perseroan yang dimiliki oleh PT Citra Borneo Indah dan Ailita.
The loan facilities are collateralized by landrights, including plantations assets, machineries and building of which had been developed or will be developed on the plantation areas, vehicles and heavy equipments with the total value of Rp16,485,700, receivable with total value of Rp58,200,000, inventories with total value of Rp7,961,300, personal guarantee from Mr. Abdul Rasyid Akhmad Saleh, corporate guarantee from PT Citra Borneo Indah and shares of the Company owned by PT Citra Borneo Indah and Ailita.
Fasilitas kredit investasi pembelian dan pengolahan TBS
F-139
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b.
Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
PT Kalimantan Sawit Abadi (KSA)
PT Kalimantan Sawit Abadi (KSA)
Fasilitas kredit investasi untuk pengembangan kebun kelapa sawit
Investment credit facility for development of oil palm plantations
KSA memperoleh fasilitas kredit investasi maksimal sebesar Rp75.008.000 untuk membiayai pembangunan proyek perkebunan kelapa sawit seluas 4.507 hektar dan fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) maksimal sebesar Rp27.245.000 untuk menampung 65% liabilitas bunga yang timbul selama masa pembangunan. Fasilitas pinjaman ini dikenakan tingkat bunga mengambang berkisar antara 10,75% per tahun (2010: 11,25% - 12,5% per tahun; 2009: 12,5% 14,5% per tahun). Pada tanggal 31 Desember 2011, fasilitas yang digunakan adalah sebesar Rp72.422.600 atas fasilitas kredit investasi (2010: Rp72.422.600) dan Rp19.162.316 atas fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) (IDC) (2010: Rp17.876.916) dan semula akan jatuh tempo pada tanggal 31 Desember 2017. Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
KSA obtained Investment credit facility at the maximum amount of Rp75,008,000 for development of oil palm plantations covering an area of 4,507 hectares and investment credit facility for interest during construction at the maximum amount of Rp27,245,000 to cover 65% of interest liabilities arise during the oil palm plantation’s development periods. These loan facilities are subject to floating interest rates that were ranging from 10.75% per annum (2010: 11.25% - 12.5% per annum; 2009: 12.5% - 14.5% per annum). As of December 31, 2011, KSA has drawdown Rp72,422,600 for the investment credit facility (2010: Rp72,422,600) and Rp19,162,316 on the investment credit facility for interest during construction (IDC) (2010: Rp17,876,916). These loans will be due on December 31, 2017. The outstanding amount has been fully paid on April 8, 2011.
Fasilitas kredit investasi atas pembangunan pabrik kelapa sawit (PKS)
Investment credit facility for construction of palm oil mill (POM)
KSA memperoleh fasilitas kredit investasi maksimal sebesar Rp38.731.000 untuk pembangunan Pabrik Kelapa Sawit (“PKS”) dengan kapasitas 30 MT tandan buah segar per jam dan fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) (IDC) maksimal sebesar Rp3.291.000 untuk menampung 65% kewajiban bunga yang timbul selama masa pembangunan. Fasilitas pinjaman dikenakan tingkat bunga mengambang masing-masing berkisar antara 10,75% per tahun (2010: 11,25% - 12,50% ; 2009: 12,5% - 14,5% per tahun) dan akan jatuh tempo pada tanggal 31 Desember 2015. Pada tanggal 31 Desember 2011, fasilitas yang digunakan sebesar Rp37.081.000 (2010: Rp37.531.000; 2009: Rp38.731.000) untuk pembangunan PKS, dan Rp3.036.000 (2010: Rp3.111.000; 2009: Rp3.291.000) untuk IDC.
KSA obtained investment credit facility at the maximum amount of Rp38,731,000 for construction of Palm Oil Mill (“POM”) with production capacity of 30 MT of fresh fruit bunches per hour, and investment credit facility for interest during construction (IDC) amounting to Rp3,291,000 to cover 65% of interest liabilities that will be incurred during the oil palm plantation’s development period. These loans facility are subject to floating interest at the rate of 10.75% per annum (2010: 11.25% - 12.50% per annum; 2009: 12.5% - 14.5% per annum) and will be due on December 31, 2015. As of December 31, 2011, KSA has drawdown amounted to Rp37,081,000 (2010: Rp37,531,000; 2009: Rp38,731,000) for construction of POM, and Rp3,036,000 (2010: Rp3,111,000; 2009: Rp3,291,000) for IDC.
F-140
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
PT Kalimantan (lanjutan)
PT Kalimantan (continued)
Sawit
Abadi
(KSA)
Sawit
Abadi
(KSA)
Fasilitas kredit investasi atas pembangunan pabrik kelapa sawit (PKS) (lanjutan)
Investment credit facility for construction of palm oil mill (POM) (continued)
Pada tanggal 31 Desember 2010, fasilitas yang digunakan sebesar Rp37.531.000 Seluruh kredit investasi di atas telah dilunasi pada tanggal 8 April 2011.
As of December 31, 2010, the Company has drawdown amounting to Rp37,531,000. All of the outstanding amount have been fully paid on April 8, 2011.
Fasilitas kredit investasi untuk pembiayaan pendirian bangunan permanen dan pembelian kendaraan dan alat berat
Credit investment facility to finance the establishment of permanent buildings and the purchase of vehicles and heavy equipment
Pada 11 Januari 2011, Perseroan, memperoleh Fasilitas Kredit Investasi maksimal Rp10.189.000 dari PT Bank Negara Indonesia (Persero) Tbk untuk pembiayaan pendirian bangunan permanen dan pembelian kendaraan dan alat berat. Fasilitas pinjaman tersebut dikenakan tingkat bunga 10.75% per tahun. Hingga tanggal penyelesaian laporan keuangan Perseroan belum melakukan pencairan atas fasilitas ini.
On January 11, 2011, the Company obtained Credit Facility from PT Bank Negara Indonesia (Persero) Tbk with maximum amount of Rp10,189,000 to finance the construction of buildings and the purchase of vehicles and heavy equipment. The loan facility bears interest at 10,75% per annum. Until the completion date of the financial statements, the Company has not made any the withdrawal from these facilities.
Fasilitas kredit pembelian TBS
membiayai
Working capital loan facility for purchase of FFB
Fasilitas kredit modal kerja maksimal sebesar Rp16.000.000 untuk membiayai pembelian dan pengolahan tandan buah segar (“TBS”) dari kebun luar sekitar Perseroan untuk memenuhi kapasitas terpasang minimal 600 MT TBS per hari. Selama tahun 2011, fasilitas pinjaman tersebut dikenakan tingkat bunga sebesar 10,75% per tahun (2010: 11,25% - 12,50% per tahun; 2009: 12,5% 13% per tahun).
Working capital loan facility at maximum amount of Rp16,000,000 to finance purchase and processing fresh fruit bunches (“FFB”) from outside to fulfill minimum capacity of 600 MT of FFB per day. During 2011, these loan facility is subject to interest at the rate of 10.75% per annum (2010: 11.25% - 12.50% per annum; 2009: 12.5% - 13% per annum).
Pada tanggal 31 Desember 2010, fasilitas yang digunakan adalah sebesar Rp15.496.000 (2009: Rp16.000.000) dan akan jatuh tempo pada tanggal 31 Desember 2016. Pinjaman modal kerja ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
As of December 31, 2010, the Company has drawdown amounting to Rp15,496,000 (2009: Rp16,000,000) and will be due on December 31, 2016. The outstanding amount has been fully paid on April 8, 2011.
modal
kerja
F-141
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
PT Kalimantan (lanjutan)
PT Kalimantan (continued)
Sawit
Abadi
(KSA)
Sawit
Abadi
(KSA)
Fasilitas-fasilitas pinjaman di atas dijamin dengan Hak Guna Usaha berikut tanaman perkebunan, mesin-mesin dan bangunan yang berada atau yang akan dibangun di atasnya, kendaraan dan alat-alat berat dengan nilai penjaminan sebesar Rp12.000.000, piutang dengan nilai penjaminan sebesar Rp252.000, persediaan dengan nilai penjaminan sebesar Rp1.173.420, jaminan perorangan dari Abdul Rasyid Akhmad Saleh, jaminan korporasi dari CBI dan saham KSA yang dimiliki oleh CBI dan Ailita.
The loan facilities are collateralized by landrights, including plantations assets, machineries and building of which had been developed or will be developed on the plantation areas, vehicles and heavy equipments with total value of Rp12,000,000, receivable with total value of Rp252,000, inventories with total value of Rp1,173,420, personal guarantee from Abdul Rasyid Akhmad Saleh, corporate guarantee from CBI and shares of KSA owned by CBI and Ailita.
Pinjaman tersebut dijamin oleh tanah dan tanaman seluas 4.505,8 hektar berikut bangunan yang ada di atasnya yang berlokasi di Desa Rungun dan Desa Natai Baru, Kecamatan Arut Selatan, Kabupaten Kotawaringin Barat yang akan dibebani hak tanggungan dengan total Rp180.186.400, kendaraan dan alat-alat yang telah diikat secara fidusia dengan nilai penjaminan sebesar Rp206.900, piutang dagang yang diikat secara fidusia dengan nilai penjaminan sebesar Rp252.000, persediaan dengan nilai penjaminan senilai Rp1.173.420.
The loan is secured by two parcels of land covering an area of 4,505.8 hectares and buildings on it at Desa Rungun and Desa Natai Baru, Kecamatan Arut Selatan, Kabupaten Kotawaringin Barat with mortgage amounted to Rp180,186,400, vehicles and heavy equipment tied to the value of the guarantee of Fiduciary Rp206,900, trade receivables tied to the value of the guarantee of Fiduciary amounted to Rp252,000, inventories tied to the value of the guarantee of Fiduciary amounted to Rp1,173,420.
F-142
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
PT Mitra Mendawai Sejati (“MMS”)
PT Mitra Mendawai Sejati (“MMS”)
MMS memperoleh fasilitas kredit investasi maksimal sebesar Rp139.012.000 untuk membiayai pembangunan proyek perkebunan kelapa sawit seluas 8.995 hektar dan fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) maksimal sebesar Rp43.792.000 untuk menampung 65% kewajiban bunga yang timbul selama masa pembangunan. Selama tahun 2011, fasilitas pinjaman ini dikenakan tingkat bunga sebesar 10,75% per tahun (2010: 11,25% 12,25% per tahun; 2009: 12,50% - 14,50% per tahun). Pada tanggal 31 Desember 2010, fasilitas yang digunakan adalah sebesar Rp133.154.900 atas fasilitas kredit investasi dan Rp28.310.509 atas fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) dan semula akan jatuh tempo pada tanggal 31 Desember 2018. Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011 .
MMS obtained investment credit facility at the maximum amount of Rp139,012,000 for development of oil palm plantations covering an area of 8,995 hectares and investment credit facility for interest during construction at the maximum amount of Rp43,792,000 to cover 65% of interest liabilities that will be incurred during the oil palm plantation’s development periods. During 2011, these loan facilities are subject to interest at the rate of 10.75% per annum (2010: 11.25% - 12.25% per annum; 2009: 12.50% - 14.50% per annum). As of December 31, 2010, the loan facility used amounted to Rp133,154,900 for the investment credit facility and Rp28,310,509 on the investment credit facility for interest during construction. This loan would be due on December 31, 2018. The outstanding amount has been fully paid on April 8, 2011.
Pada tanggal 11 Januari 2011, MMS memperoleh tambahan fasilitas kredit investasi maksimal Rp73.362.000 untuk membiayai pembangunan Pengolahan Kelapa Sawit (PKS) dengan kapasitas 45 MT TBS per jam dan fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) maksimal sebesar Rp5.129.000 untuk menampung 65% liabilitas bunga yang timbul selama masa pembangunan. Fasilitas pinjaman ini dikenakan tingkat bunga 10,75% per tahun. Fasilitas pinjaman ini telah dicairkan pada tanggal 25 Maret 2011. Selama tahun 2011, fasilitas yang digunakan adalah sebesar Rp15.912.548 atas fasilitas kredit investasi dan Rp49.432 atas fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction) dan semula akan jatuh tempo pada tanggal 10 Juli 2019. Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
On January 11, 2011, MMS Company obtained additional investment credit facility at a maximum of Rp73,362,000 to finance the development of Palm Oil Mil (POM) with capacity 45 MT FFB per hour and investment credit facility for interest during construction at the maximum amount of Rp5,129,000 to cover 65% of interest liabilities arise during the oil palm mill’s developments period. These loan facilities are subject to interest rate of 10.75% per year. These loan facilities was withdrawn on March 25, 2011. During 2011, the Company has drawdawn Rp15,912,548 for the investment credit facility and Rp49,432 on the investment credit facility for interest during construction. These loans would be due on July 10, 2019. The outstanding amount has been fully paid on April 8, 2011.
F-143
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
PT Mitra Mendawai Sejati (“MMS”) (lanjutan)
PT Mitra Mendawai (continued)
Pada tanggal 11 Januari 2011, MMS memperoleh tambahan fasilitas kredit investasi maksimal Rp10.156.000 untuk membiayai pendirian bangunan permanen dan non permanen, pembelian kendaraan dan alat berat. Fasilitas pinjaman ini dikenakan tingkat bunga 10,75% per tahun. Fasilitas pinjaman ini tidak digunakan oleh MMS dan berakhir pada tanggal 8 April 2011.
On January 11, 2011, MMS obtained additional investment credit facility at a maximum of Rp10,156,000 to finance the development of permanent and non permanent building, purchase vehicles and heavy equipments. The loan facility are subject to interest rate of 10.75% per year . This loan facility was not used by the Company and ended on April 8, 2011.
Pada tanggal 11 Januari 2011, MMS memperoleh tambahan fasilitas kredit investasi maksimal Rp13.647.000 untuk membiayai pembangunan pabrik pengolahan minyak kernel dengan kapasitas 150 MT inti sawit per hari dan fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) maksimal sebesar Rp1.125.000 untuk menampung 65% liabilitas bunga yang timbul selama masa pembangunan. Fasilitas pinjaman ini dikenakan tingkat bunga 10,75% per tahun. Fasilitas pinjaman ini tidak digunakan oleh Perseroan dan berakhir pada tanggal 8 April 2011.
On January 11, 2011, MMS obtained additional investment credit facility at a maximum of Rp13,647,000 to finance the development of kernel crushing plant with capacity 150 MT palm kernel per day and investment credit facility for interest during construction at the maximum amount of Rp1,125,000 to cover 65% of interest liabilities incurred during the oil palm mill’s development period. These loan facilities are subject to interest rate of 10.75% per year. These loan facilities were not used by MMS and ended on April 8, 2011.
Pada tanggal 31 Desember 2010, MMS telah menggunakan fasilitas sebesar Rp133.155.000 kredit investasi dan Rp28.311.000 atas fasilitas kredit investasi bunga masa pembangunan (“Interest During Construction”) dan semula akan jatuh tempo pada tanggal 31 Desember 2018. Kredit investasi ini telah dilunasi seluruhnya pada tanggal 8 April 2011.
As of December 31, 2010, MMS has drawdown of Rp133,155,000 for the investment credit facility and Rp28,311,000 on the investment credit facility for interest during construction. These loans would be due on December 31, 2018. The outstanding amount has been fully paid on April 8, 2011.
F-144
Sejati
(“MMS”)
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
PT Mitra (lanjutan)
PT Mitra (continued)
Mendawai
Sejati
(“MMS”)
Mendawai
Sejati
(“MMS”)
Fasilitas pinjaman di atas dijamin dengan Hak Guna Usaha berikut tanaman perkebunan, mesin-mesin dan bangunan yang berada atau yang akan dibangun di atasnya, kendaraan dan alat-alat berat dengan nilai penjaminan sebesar Rp11.800.000, piutang dengan nilai penjaminan sebesar Rp1.440.000, persediaan dengan nilai penjaminan sebesar Rp3.590.000, jaminan perorangan dari Abdul Rasyid Akhmad Saleh, jaminan korporasi dari PT Citra Borneo Indah, saham MMS yang dimiliki oleh PT Citra Borneo Indah dan Ailita, dan pada tanggal 11 Januari 2011, terdapat penambahan jaminan terhadap fasilitas pinjaman berupa kendaraan dan alat-alat berat dengan nilai penjaminan sebesar Rp3.770.000.
The loan facilities are collateralized by landrights, including plantations assets, machineries and buildings of which had been developed or will be developed on the plantation areas, vehicles and heavy equipments with the total value of Rp11,800,000, receivable with total value of Rp1,440,000, inventories with total value of Rp3,590,000, personal guarantee from Mr. Abdul Rasyid Akhmad Saleh, corporate guarantee from PT Citra Borneo Indah, shares of MMS owned by PT Citra Borneo Indah and Ailita. On January 11, 2011, there was an addition of vehicles and heavy equipments as collateral for the loan facilities totaling to Rp3,770,000.
Seluruh pinjaman tersebut di atas mencakup persyaratan yang membatasi hak Perseroan, KSA dan MMS antara lain untuk memperoleh pinjaman atau memberikan pinjaman kecuali dalam rangka transaksi dagang yang lazim, melakukan penyertaan baru, bertindak sebagai penjamin, memindahtangankan agunan atau harta yang dapat mempengaruhi pelaksanaan kewajiban entitas anak kepada Bank, melakukan merger, pengambilalihan atau peleburan, mengajukan permohonan pailit dan melakukan pembayaran bunga atas pinjaman atau melunasi pinjaman kepada pemegang saham atau perusahaan afiliasi. Pinjaman mengharuskan Perseroan dan entitas anak (KSA dan MMS) untuk memenuhi persyaratan rasio keuangan sebagaimana disebutkan dalam perjanjian yaitu: current ratio minimum 1 dan Debt to Equity Ratio maksimum 2,6.
All of the loans contain certain restrictions on the Company, KSA and MMS such as, among others, obtain new loan or give borrowing unless in the ordinary course of business of the subsidiaries, participate in new investment, provide guarantee, transfer of collateral or certain subsidiaries assets which can have adverse effect to subsidiaries ability to fulfill its obligation to the Bank, conduct merger, acquisition or consolidation, file bankruptcy, and pay interest or repay the loan to shareholder or affiliate companies. The loan required the Company and subsidiaries (KSA and MMS) to fulfill certain financial ratio as mentioned in the loan agreement which are: current ratio minimum 1 and Debt to Equity Ratio maximum 2.6.
F-145
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
22. UTANG BANK (lanjutan) b.
22. BANK LOAN (continued)
Utang bank jangka panjang (lanjutan)
b. Long-term bank loan (continued)
Fasilitas Kredit Investasi PT Bank Negara Indonesia (Persero) Tbk (lanjutan)
Credit Investment Facility from PT Bank Negara Indonesia (Persero) Tbk (continued)
Pada tanggal 31 Desember 2010, Perseroan dan entitas anak (KSA dan MMS) tidak memenuhi rasio keuangan yang disyaratkan dalam perjanjian. Oleh sebab itu, utang bank bagian jangka panjang milik Perseroan, KSA dan MMS tersebut disajikan sebagai liabilitas jangka pendek.
As of December 31, 2010, the Company and subsidiaries (KSA and MMS) did not fulfill the required financial ratios. Accordingly the Company, KSA and MMS long-term loans was presented as current liabilities.
Pada tanggal 1 Januari 2010/31 Desember 2009, Perseroan dan entitas anak (KSA dan MMS) telah memenuhi semua persyaratan pinjaman tersebut.
As of January 1, 2010/December 31, 2009, the Company and subsidiaries (KSA and MMS) have complied with all of these covenants.
23. LIABILITAS IMBALAN KERJA
23. EMPLOYEE BENEFIT LIABILITIES
Estimasi liabilitas imbalan kerja tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
The estimated employee benefit liabilities as of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 are as follows:
Liabilitas imbalan kerja karyawan jangka pendek
Short-term employee benefit liabilities 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Gaji, upah dan bonus Jamsostek
2012
2011
2010
2009
15.967.519 407.360
18.927.358 624.016
22.178.925 243.274
16.679.536 141.399
14.171.994 277.575
16.374.879
19.551.374
22.422.199
16.820.935
14.449.569
Salaries, wages and bonus Jamsostek
Liabilitas imbalan kerja karyawan jangka panjang
Long-term employee benefit liabilities
Perseroan dan entitas anak (KSA dan MMS) memberikan imbalan pensiun untuk karyawannya yang telah mencapai usia pensiun normal pada umur 55 tahun sesuai dengan Undang-undang No. 13/2003 tanggal 25 Maret 2003. Liabilitas imbalan kerja jangka panjang tersebut tidak didanai.
The Company and subsidiaries (KSA and MMS) provide pension benefit for its employees who reach the retirement age of 55 based on the provisions of Labor Law No. 13/2003 dated March 25, 2003. The long-term employee benefit liabilities is unfunded.
F-146
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
23. LIABILITAS IMBALAN KERJA (lanjutan)
23. EMPLOYEE BENEFIT LIABILITIES (continued)
Liabilitas imbalan kerja karyawan jangka panjang (lanjutan)
Long-term employee benefit liabilities (continued)
Perseroan dan entitas anak (KSA dan MMS) mencatat liabilitas imbalan kerja karyawan jangka panjang berdasarkan hasil perhitungan aktuaria yang dilakukan oleh PT Sentra Jasa Aktuaria (2011: PT Sentra Jasa Aktuaria; 2010: PT Dian Artha Tama), aktuaris independen, dengan menggunakan metode “Projected Unit Credit”. Asumsi utama yang digunakan untuk perhitungan aktuaris tersebut adalah sebagai berikut:
The Company and subsidiaries (KSA and MMS) recorded the long-term employee benefit liabilities based on the calculation performed by PT Sentra Jasa Aktuaria (2011: PT Sentra Jasa Aktuaria; 2010: PT Dian Artha Tama), independent actuaries, using the “Projected Unit Credit” method. The primary actuarial assumptions are as follows:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Tingkat diskonto Tingkat kenaikan gaji Tingkat pengunduran diri
7,5% 9%
Tingkat mortalitas Umur pensiun normal
TMI - 2011 55
2012
2011
2010
6% 6.5% 8.5% 10% 4% untuk umur dibawah 30 tahun dan menurun secara linear sampai 0% pada umur 52 tahun/ 4% at before 30 years of age and will linearly decrease until 0% at 52 years of age
TMI - 2011 55
TMI II - 1999 55
2009 8% 10%
10% 10% 4% untuk umur 18 - 44 tahun 0% untuk umur 45 - 54 tahun/ 4% at 18 - 44 years of age 0% at 45 - 54 years of age
Discount rate Rate of salary increase Resignation rate
TMI II - 1999 55
Mortality rate Normal retirement age
TMI II - 1999 55
The estimated actuarial liabilities as of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 are as follows:
Estimasi liabilitas aktuarial tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut :
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Liabilitas imbalan pascakerja Liabilitas imbalan kerja lainya
2012
2011
2010
25.144.691 1.295.490
23.522.695 1.368.960
17.473.544 1.401.807
11.322.906 628.643
7.678.045 493.878
26.440.181
24.891.655
18.875.351
11.951.549
8.171.923
30 Juni/June 30,
Beban imbalan pascakerja (Pembalikan liabilitas)/beban imbalan kerja lainnya
2.524.470 (73.470) 2.451.000
Post-employment benefits liabilities Other employee benefits liabilities
Employee benefits expense recognized in the consolidated statements of comprehensive income are as follows:
Beban imbalan kerja yang dibebankan pada laporan laba rugi konsolidasian adalah sebagai berikut:
2013
2009
31 Desember/December 31,
2012 3.161.652 (14.816) 3.146.836
2012 6.221.591 (32.847) 6.188.744
F-147
2011 6.333.928
2010 3.883.556
773.164
134.765
7.107.092
4.018.321
Post-employment benefit expenses Other employee benefits (reversal of liabilities)/expenses
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
\
23. LIABILITAS IMBALAN KERJA (lanjutan)
23. EMPLOYEE BENEFIT LIABILITIES (continued)
Liabilitas imbalan kerja karyawan jangka panjang (lanjutan)
Long-term employee benefit liabilities (continued)
Imbalan pascakerja
Post-employment benefit
Liabilitas imbalan pascakerja di laporan posisi keuangan konsolidasian adalah sebagai berikut:
The amounts of post-employment benefits liabilities in the consolidated statements of financial position are as follows: 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Nilai kini dari liabilitas Biaya jasa lalu Keuntungan/(kerugian) aktuaria yang tidak diakui
17.966.209 (1.194.608)
2012
2011
2010
2009
22.249.162 (1.316.941)
23.293.570 (1.561.606)
13.885.503 (1.806.270)
9.061.753 (2.050.936)
8.373.090
2.590.474
(4.258.420)
25.144.691
23.522.695
17.473.544
(756.327) 11.322.906
667.228
Present value of benefit obligation Unrecognized past service cost Unrecognized actuarial gain/(loss)
7.678.045
The movements of present value of benefit obligations are as follows:
Mutasi nilai kini liabilitas adalah sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Pada awal tahun Biaya jasa kini Biaya bunga Imbalan yang dibayarkan (Keuntungan)/kerugian aktuaria
2012
2011
22.249.162 1.861.901 667.478 (902.474) (5.909.858)
23.293.570 4.381.276 1.514.084 (172.440) (6.767.328)
13.885.503 4.948.732 1.110.845 (183.290) 3.531.780
17.966.209
22.249.162
23.293.570
30 Juni 2013/ June 30, 2013
31 Des. 2012/ Dec. 31, 2012
31 Des. 2011/ Dec. 31, 2011
17.966.209
22.249.162
23.293.570
9.061.753 2.913.951 724.939 (238.696) 1.423.556 13.885.503
5.801.207 1.904.678 580.121 (10.616) 786.363
At beginning of year Current service cost Interest cost Benefit payment Actuarial (gains)/losses
9.061.753
31 Des. 2010/ Dec. 31, 2010
13.885.503
31 Des. 2009/ Dec. 31, 2009
9.061.753
Present value of employee benefit obligations
Net employee benefits expense:
Beban imbalan kerja neto: 30 Juni 2013/ June 30, 2013 Biaya jasa kini Biaya bunga Kerugian aktuarial Amortisasi biaya jasa lalu - non vested
2009
The present value of employee benefits obligations as of June 30, 2013, December 31, 2012, 2011, 2010 and 2009 are as follows:
Nilai kini liabilitas imbalan kerja karyawan pada tanggal 30 Juni 2013, 31 Desember 2012, 2011, 2010 dan 2009 adalah sebagai berikut:
Nilai kini liabilitas imbalan kerja karyawan
2010
1.861.901 667.478 (127.242)
31 Des. 2012/ Dec. 31, 2012 4.381.276 1.514.084 81.566
31 Des. 2011/ Dec. 31, 2011 4.948.732 1.110.842 29.689
31 Des. 2010/ Dec. 31, 2010 2.913.951 724.940 -
122.333
244.665
244.665
244.665
2.524.470
6.221.591
6.333.928
3.883.556
F-148
Current service cost Interest cost Actuarial loss Amortization past service cost - non vested
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
\
23. LIABILITAS IMBALAN KERJA (lanjutan)
23. EMPLOYEE BENEFIT LIABILITIES (continued)
Liabilitas imbalan kerja karyawan jangka panjang (lanjutan)
Long-term employee benefit liabilities (continued)
Imbalan pascakerja (lanjutan)
Post-employement benefit (continued)
Perubahan atas liabilitas imbalan kerja karyawan jangka panjang untuk tahun yang berakhir pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
Changes in the long-term employee benefit liabilities for the years ended June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 are as follows: 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Saldo awal Beban imbalan kerja Pembayaran manfaat
23.522.695
2012
2011
17.473.544
11.322.906
2.524.470 (902.474)
6.221.591 (172.440)
25.144.691
2010
6.333.928 (183.290)
23.522.695
17.473.544
2009
7.678.046
5.042.099
3.883.556 (238.696)
2.646.563 (10.616)
11.322.906
Beginning balance Post employment benefit expenses Benefit payments
7.678.046
Imbalan kerja jangka panjang lainnya
Other long-term employee benefits
Liabilitas imbalan kerja jangka panjang lainnya di laporan posisi keuangan konsolidasian adalah sebagai berikut:
The amounts of other long-term employee benefit liabilities in the consolidated statements of financial position are as follows: 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Nilai kini dari liabilitas
2012
1.295.490
2011
1.368.960
2010
1.401.807
2009
628.643
493.878
Present value of benefit obligation
The movement of present value of obligations are as follows:
Mutasi nilai kini liabilitas adalah sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Pada awal tahun Biaya jasa kini Biaya bunga (Keuntungan)/kerugian aktuaria
2012
1.368.960 158.547 41.070 (273.087)
1.401.807 311.868 91.118 (435.833)
1.295.490
1.368.960
2011
2010
2009
628.643 333.725 50.291 389.148
493.878 59.510 39.510 35.745
375.242 40.527 37.524 40.585
1.401.807
628.643
493.878
At beginning of year Current service cost Interest cost Actuarial (gains)/losses
Other long-term employee benefit expense/(reversal of liabilities) recognized in consolidated statements of comprehensive income are as follows:
Beban/(pembalikan liabilitas) imbalan kerja karyawan jangka panjang lainnya yang diakui dalam laporan laba rugi komprehensif konsolidasian adalah sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Biaya jasa kini Biaya bunga (Keuntungan)/kerugian aktuarial
2012
2011
2010
158.547 41.070 (273.087)
311.868 91.118 (435.833)
333.725 50.291 389.148
59.510 39.510 35.745
(73.470)
(32.847)
773.164
134.765
F-149
Current service cost Interest cost Actuarial (gain)/loss
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
23. LIABILITAS IMBALAN KERJA (lanjutan)
23. EMPLOYEE BENEFIT LIABILITIES (continued) Long-term employee benefit liabilities (continued)
Liabilitas imbalan kerja karyawan jangka panjang (lanjutan) Imbalan kerja jangka panjang lainnya (lanjutan)
Other long-term employee benefits (continued)
Nilai kini liabilitas imbalan kerja karyawan jangka panjang lainnya pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011, 2010 dan 2009 adalah sebagai berikut:
The present value other long-term employee benefit obligations as of June 30, 2013 and December 31, 2012, 2011, 2010 and 2009 are as follows:
Nilai kini liabilitas imbalan kerja karyawan
30 Juni 2013/ June 30, 2013
31 Des. 2012/ Dec. 31, 2012
31 Des. 2011/ Dec. 31, 2011
1.295.490
1.368.960
1.401.807
31 Des. 2010/ Dec. 31, 2010
628.643
31 Des. 2009/ Dec. 31, 2009
493.878
Present value of employee benefit obligations
The movements of other long-term employee benefit are as follows:
Mutasi imbalan kerja jangka panjang lainnya adalah sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Saldo awal Beban imbalan kerja
2012
1.368.960 (73.470)
1.401.807 (32.847)
1.295.490
1.368.960
2011
2009
493.878 134.765
375.242 118.636
1.401.807
628.643
493.878
Beginning balance Employee benefit expenses
The amounts of experience adjustments arising on the plan liabilities for the six-month period ended June 30, 2013 and for the year ended December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 is as follows:
Jumlah penyesuaian yang timbul pada liabilitas program untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2013 dan untuk tahun yang berakhir pada tanggal- tanggal 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
Nilai kini liabilitas imbalan kerja karyawan Penyesuaian liabilitas program
2010
628.643 773.164
30 Juni 2013/ June 30, 2013
31 Des. 2012/ Dec. 31, 2012
31 Des. 2011/ Dec. 31, 2011
19.261.699 2.349.341
23.618.122 4.314.524
24.695.377 24.695.377
F-150
31 Des. 2010/ Dec. 31, 2010 14.514.146 -
31 Des. 2009/ Dec. 31, 2009 9.555.631 -
Present value of employee benefit obligations Experience adjustment on liabilities
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
24. MODAL SAHAM a.
24. SHARE CAPITAL
Modal ditempatkan dan disetor penuh
a.
Issued and fully paid share capital
Tahun 2013
Year 2013
Berdasarkan Akta Notaris Eko Soemarno, S.H., No. 11 tanggal 18 Juni 2013, para pemegang saham Perseroan menyetujui: meningkatkan modal dasar Perseroan dari 15.000.000.000 lembar saham senilai Rp1.500.000.000 menjadi 32.100.000.000 lembar saham senilai Rp3.210.000.000. meningkatkan modal ditempatkan dan disetor dari 4.125.000.000 lembar saham senilai Rp412.500.000 menjadi 8.025.000.000 lembar saham senilai Rp802.500.000. mengubah susunan pemegang saham sehubungan dengan kontribusi yang diberikan oleh PT Citra Borneo Indah, Jerry Borneo Putra dan Jemmy Adriyanor atas saham baru yang ditempatkan masing-masing sebesar Rp239.500.000, Rp75.250.000 dan Rp75.250.000.
Based on Notarial Deed of Eko Soemarno, S.H., No. 11 dated June 18, 2013, shareholders agreed : to increase authorized share capital from 15,000,000,000 shares amounting to Rp1,500,000,000 to 32,100,000,000 shares amounting to Rp3,210,000,000.
Perubahan ini telah memperoleh pengesahan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusan No. AHU-35271.AH.01.02.Tahun 2013, tanggal 28 Juni 2013.
These amendments have been approved by the Minister of Justice and Human Rights of the Republic Indonesia in its Decision Letter No. AHU-35271.AH.01.02. Tahun 2013, dated June 28, 2013.
Tahun 2012
Year 2012
Berdasarkan Akta Notaris Eko Soemarno, S.H., No. 80 tanggal 30 November 2012, Perseroan melakukan pemecahan saham dari 125.000 lembar saham menjadi 125.000.000 lembar saham. Dengan demikian, nilai nominal lembar saham berubah dari Rp100.000 per lembar (nilai penuh) saham menjadi Rp100 per lembar saham (nilai penuh). Modal dasar Perseroan juga meningkat dari 500.000 lembar saham senilai Rp50.000.000 menjadi 15.000.000.000 lembar saham senilai Rp1.500.000.000. Modal ditempatkan dan disetor penuh Perseroan meningkat dari 125.000 lembar saham senilai Rp12.500.000 menjadi 4.125.000.000 lembar saham senilai Rp412.500.000. Perubahan ini telah memperoleh pengesahan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusan No. AHU00194.AH.01.02 Tahun 2013, tanggal 2 Januari 2013.
Based on the Notarial Deed of Eko Soemarno, S.H., No. 80 dated November 30, 2012, the Company split its capital stock from 125,000 shares to 125,000,000 shares. Therefore, the nominal value changes from Rp100,000 per share (full amount) to Rp100 per share (full amount). The Company’s authorized capital also increased from 500,000 shares amounting to Rp50,000,000 to 15,000,000,000 shares amounting to Rp1,500,000,000. The Company’s issued and fully paid capital increased from 125,000 shares amounting to Rp12,500,000 to 4,125,000,000 shares amounting to Rp412,500,000. This amendment has been approved by the Minister of Justice and Human Rights of the Republic Indonesia in its Decision Letter No. AHU-00194.AH.01.02 Tahun 2013, dated January 2, 2013.
-
-
F-151
to increase issued and fully paid share capital from 4,125,000,000 shares amounting to Rp412,500,000 to 8,025,000,000 shares amounting to Rp802,500,000. to change shareholders composition due to subcription of PT Citra Borneo Indah, Jerry Borneo Putra and Jemmy Adriyanor of the new issued share capital amounting to Rp239,500,000, Rp75,250,000 and Rp75,250,000, respectively.
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
24. MODAL SAHAM (lanjutan) a.
Modal ditempatkan (lanjutan)
24. SHARE CAPITAL (continued) dan disetor penuh
a.
Issued and fully paid shares (continued)
Tahun 2012 (lanjutan)
Year 2012 (continued)
Berdasarkan Akta Notaris Eko Soemarno, S.H., No. 80 tanggal 30 November 2012, PT Kalimantan Sawit Abadi, pemilik 625 lembar saham Perseroan menjual 625 lembar saham miliknya kepada PT Citra Borneo Indah (“CBI”). Sesuai dengan akta diatas, CBI memiliki 125.000 lembar saham Perseroan.
Based on the Notarial Deed of Eko Soemarno, S.H., No. 80 dated November 30, 2012, PT Kalimantan Sawit Abadi, an owner of 625 shares of the Company sold its 625 shares to PT Citra Borneo Indah ("CBI"). Accordingly, based on the above Notarial Deed, CBI owned 125,000 shares.
Penerbitan tambahan modal ditempatkan dan disetor penuh Perseroan diambil oleh PT Prima Sawit Borneo (“PSB“), PT Putra Borneo Agro Lestari (“PBAL”), PT Mandiri Indah Lestari (“MIL”), Jerry Borneo Putra dan Jemmy Adriyanor. PSB, PBAL dan MIL masing-masing memiliki 1.300.000.000 lembar saham Perseroan atau 31,52% dari seluruh total kepemilikan. Jerry Borneo Putra dan Jemmy Adriyanor masing-masing memiliki 50.000.000 lembar saham Perseroan atau 1,21%. Persentase kepemilikan lainnya menurun sebesar 96,97%.
The issuance of the Company’s additional issued and fully paid capital are subscribed by PT Prima Sawit Borneo (“PSB“), PT Putra Borneo Agro Lestari (“PBAL”), PT Mandiri Indah Lestari (“MIL”), Jerry Borneo Putra and Jemmy Adriyanor. PSB, PBAL and MIL have 1,300,000,000 shares or 31.52% of total percentage ownership each. Jerry Borneo Putra and Jemmy Adriyanor have 50,000,000 shares or 1.21% of total percentage ownership each. The other shareholders’ percentage ownership decreased by 96.97%.
Tahun 2011
Year 2011
Berdasarkan Akta Notaris Teguh Hendrawan S.H., M.Kn No. 68 tanggal 30 Juni 2011, Ailita, pemilik 6.250 lembar saham Perseroan menjual 5.625 lembar saham miliknya kepada PT Citra Borneo Indah (“CBI”). Sesuai dengan akta diatas, CBI memiliki 124.375 lembar saham Perseroan dan Ailita memiliki 625 lembar saham Perseroan.
Based on Notarial Deed No. 68 of Teguh Hendrawan S.H., M.Kn dated June 30, 2011, Ailita, an owner of 6,250 shares of the Company sold its 5,625 shares to PT Citra Borneo Indah ("CBI"). Accordingly, based on the above Notarial Deed, CBI owned 124,375 shares and Ailita owned 625 shares of the Company.
Berdasarkan Akta Notaris Teguh Hendrawan S.H., M.Kn No. 63 tanggal 22 Juli 2011, Ailita, pemilik 625 lembar saham Perseroan menjual seluruh kepemilikan di Perseroan kepada PT Kalimantan Sawit Abadi, pihak berelasi.
Based on Notarial Deed No. 63 of Teguh Hendrawan S.H., M.Kn dated July 22, 2011, Ailita, the owner of 625 shares of the Company sold her entire ownership in the Company to PT Kalimantan Sawit Abadi, a related party.
F-152
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
24. MODAL SAHAM (lanjutan) a.
Modal ditempatkan (lanjutan)
24. SHARE CAPITAL (continued) dan disetor penuh
a.
The share capital ownership of the Company as of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 are as follows:
Komposisi kepemilikan saham Perseroan pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009 adalah sebagai berikut:
Pemegang saham
Jumlah saham/ Number of common share
30 Juni 2013 PT Citra Borneo Indah PT Prima Sawit Borneo PT Putra Borneo Agro Lestari PT Mandiri Indah Lestari Jerry Borneo Putra Jemmy Adriyanor
31 Desember 2012 PT Prima Sawit Borneo PT Putra Borneo Agro Lestari PT Mandiri Indah Lestari PT Citra Borneo Indah Jerry Borneo Putra Jemmy Adriyanor
31 Desember 2011 PT Citra Borneo Indah PT Kalimantan Sawit Abadi
31 Desember 2010 dan 1 Januari 2010/31 Desember 2009 PT Citra Borneo Indah Ailita
b.
Issued and fully paid shares (continued)
Persentase kepemilikan/ Percentage of ownership
Jumlah/Total
2.520.000.000 1.300.000.000
31,40% 16,20%
252.000.000 130.000.000
1.300.000.000
16,20%
130.000.000
1.300.000.000 802.500.000 802.500.000
16,20% 10,00% 10,00%
130.000.000 80.250.000 80.250.000
8.025.000.000
100,00%
802.500.000
1.300.000.000
31,52%
130.000.000
1.300.000.000
31,52%
130.000.000
1.300.000.000 125.000.000 50.000.000 50.000.000
31,52% 3,03% 1,21% 1,21%
130.000.000 12.500.000 5.000.000 5.000.000
4.125.000.000
100%
412.500.000
124.375 625
99,5% 0,5%
12.437.500 62.500
125.000
100%
12.500.000
118.750 6.250
95% 5%
11.875.000 625.000
125.000
100%
12.500.000
Dividen
b.
Shareholders June 30, 2013 PT Citra Borneo Indah PT Prima Sawit Borneo PT Putra Borneo Agro Lestari PT Mandiri Indah Lestari Jerry Borneo Putra Jemmy Adriyanor
December 31, 2012 PT Prima Sawit Borneo PT Putra Borneo Agro Lestari PT Mandiri Indah Lestari PT Citra Borneo Indah Jerry Borneo Putra Jemmy Adriyanor
December 31, 2011 PT Citra Borneo Indah PT Kalimantan Sawit Abadi
December 31, 2010 and January 1, 2010/December 31, 2009 PT Citra Borneo Indah Ailita
Dividends
Dividen interim 2013
Interim dividends 2013
Pada tanggal 20 Juni 2013, Perseroan memutuskan untuk membagikan dividen interim tahun buku 2013 sebesar Rp70.000.000 atau Rp17 (angka penuh) per lembar saham. Pembagian dividen tersebut telah memperoleh persetujuan komisaris. Dividen sejumalh Rp70.000.000 telah dibayarkan di tanggal 21 Juni 2013.
On June 20, 2013, the Company decided to distribute 2013 interim dividends amounting to Rp70,000,000 or Rp17 (full amount) per share. The dividend distribution has been approved by the Commissioner. The dividend amounting to Rp70,000,000 has been paid on June 21, 2013.
F-153
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
24. MODAL SAHAM (lanjutan) b.
24. SHARE CAPITAL (continued)
Dividen (lanjutan)
b.
Dividend (continued)
Dividen interim 2013 (lanjutan)
Interim dividends 2013 (continued)
Pada tanggal 18 Juni 2013, Perseroan memutuskan untuk membagikan dividen interim tahun buku 2013 sebesar Rp70.000.000 atau Rp17 (angka penuh) per lembar saham. Pembagian dividen tersebut telah memperoleh persetujuan dari pemegang saham sebagaimana yang telah disahkan dalam Akta Notaris Eko Soemarno, S.H. No. 16 tanggal 18 Juni 2013. Dividen sejumlah Rp70.000.000 telah dibayarkan di tanggal 21 Juni 2013.
On June 18, 2013, the Company decided to distribute 2013 interim dividends amounting to Rp70,000,000 or Rp17 (full amount) per share. The dividend distribution has been approved by the shareholders as legalized by Notarial Deed No. 16 of Eko Soemarno, S.H., dated June 18, 2013. The dividends amounting to Rp70,000,000 have been paid on June 21, 2013.
Dividen 2011
Dividends 2011
Berdasarkan Rapat Umum Pemegang Saham Tahunan untuk tahun buku 2011 yang telah di sahkan dalam Akta Notaris Eko Soemarno, S.H. No 79 tanggal 30 November 2012, para pemegang saham menyetujui pembagian dividen sebesar Rp360.000.000 di mana sebesar Rp150.000.000 telah dibagikan tanggal 30 September 2012. Dividen sejumlah Rp210.000.000 telah dibayarkan di tanggal 20 Desember 2012.
Based on Shareholders’ Annual General Meeting for the financial year 2011 which has been legalized by Notarial Deed No.79 of Eko Soemarno, S.H. dated November 30, 2012, the shareholders approved dividend distribution amounting to Rp360,000,000 of which Rp150,000,000 has been paid on September 30, 2012. The remaining amount of Rp210,000,000 has been paid on December 20, 2012.
Dividen interim 2012
Interim dividends 2012
Berdasarkan keputusan Rapat Direksi yang telah memperoleh persetujuan Dewan Komisaris pada tanggal 10 Oktober 2012, Perseroan memutuskan untuk membagikan dividen interim tahun buku 2012 sebesar Rp190.000.000 atau Rp1.520.000 (angka penuh) per lembar saham.
Based on the Directors meeting’s decision which was approved by the Board of Commissioners on October 10, 2012, it was decided to distribute the interim dividends based on 2012 income amounting to Rp190,000,000 or Rp1,520,000 (full amount) per share.
Berdasarkan keputusan Rapat Direksi yang telah memperoleh persetujuan Dewan Komisaris pada tanggal 29 November 2012, Perseroan memutuskan untuk membagikan dividen interim tahun buku 2012 sebesar Rp132.000.000 atau Rp1.056.000 (angka penuh) per lembar saham.
Based on the Directors meeting’s decision which was approved by the Board of Commissioners on November 29, 2012, it was decided to distribute the interim dividends based on 2012 income amounting to Rp132,000,000 or Rp1,056,000 (full amount) per share.
Berdasarkan keputusan Rapat Direksi yang telah memperoleh persetujuan Dewan Komisaris pada tanggal 30 April 2012, Perseroan memutuskan untuk membagikan dividen interim tahun buku 2012 sebesar Rp190.000.000 atau Rp1.520.000 (angka penuh) per lembar saham.
Based on the Directors meeting’s decision which was approved by the Board of Commissioners on April 30, 2012, it was decided to distribute the interim dividend based on 2012 income amounting to Rp190,000,000 or Rp1,520,000 (full amount) per share.
F-154
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
24. MODAL SAHAM (lanjutan) b.
\
24. SHARE CAPITAL (continued)
Dividen (lanjutan)
b.
Dividend (continued)
Dividen interim 2011
Interim dividends 2011
Berdasarkan keputusan Rapat Direksi yang telah memperoleh persetujuan Dewan Komisaris pada tanggal 30 September 2011, Perseroan memutuskan untuk membagikan dividen interim tahun buku 2011 sebesar Rp150.000.000 atau Rp1.200.000 (angka penuh) per lembar saham.
Based on the Directors meeting’s decision which was approved by the Board of Commissioners on September 30, 2011, it was decided to distribute the interim dividend based on 2011 income amounting to Rp150,000,000 or Rp1,200,000 (full amount) per share.
Manajemen modal
Capital management
Tujuan utama manajemen modal Grup adalah untuk memastikan Grup menjaga peringkat kredit yang kuat dan rasio modal yang sehat dalam rangka mendukung bisnisnya dan memaksimalkan nilai bagi pemegang saham.
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.
Perseroan disyaratkan untuk memelihara tingkat permodalan tertentu oleh perjanjian pinjaman (Catatan 22). Perseroan telah memenuhi persyaratan permodalan eksternal tersebut. Selain itu, Perseroan juga dipersyaratkan oleh Undangundang No. 40 tahun 2007 tentang Perseroan Terbatas, untuk mengalokasikan sampai dengan 20% dari modal saham ditempatkan dan disetor penuh ke dalam dana cadangan yang tidak boleh didistribusikan. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian ini, Perseroan belum memenuhi ketentuan ini.
The Group is required under its loan agreements to maintain the level of existing share capital (Note 22). The Group has complied with this externally imposed capital requirement. In addition, the Group is also required by the Law No. 40 Year 2007 regarding Limited Liability Entities, to allocate and maintain a nondistributable reserve fund until the reserve reach 20% of the issued and fully paid share capital. Until the completion date of these consolidated financial statements, the Company has not fulfilled this requirement.
Grup memantau modal dengan menggunakan leverage ratio maksimum 230% dan net worth positif (Catatan 22).
The Group monitors capital using leverage ratio maximum 230% and positive net worth (Note 22).
Leverage ratio adalah total liabilitas kecuali pinjaman kepada para pemegang saham, termasuk di antaranya utang dan pinjaman kepada pihak berelasi dibagi dengan net worth.
Leverage ratio is defined as total liabilities excluding shareholder loan and including due to or loan from related parties divided by net worth.
Net worth adalah jumlah modal disetor, saldo laba, cadangan modal dan pinjaman kepada para pemegang saham termasuk di antaranya utang dan pinjaman kepada pihak berelasi.
Net worth is defined as the sum of paid-up capital, retained earnings, capital reserves and loans due to shareholders including due to or loan from related parties.
F-155
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
24. MODAL SAHAM (lanjutan)
24. SHARE CAPITAL (continued)
Manajemen modal (lanjutan)
Capital management (continued) 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Jumlah liabilitas Dikurangi: Utang usaha - pihak berelasi Utang lain-lain - pihak berelasi
Jumlah liabilitas, neto Net worth: - Modal disetor - Saldo laba - Pinjaman pemegang saham:
1.412.432.103
Utang lain-lain - pihak berelasi
Leverage ratio (%)
2011
1.647.569.968
(9.273.434)
(1.200) (3.691.517)
(9.273.434)
(3.692.717)
2010
1.851.866.426
2009
1.234.869.762
(7.206.100) (2.719.082) (9.925.182)
1.145.094.798
(18.208.544) (18.972.641)
(1.612.614) (462.950)
(37.181.185)
(2.075.564)
1.403.158.669
1.643.877.251
1.841.941.244
1.197.688.577
1.143.019.234
802.500.000 46.682.968
412.500.000 6.618.935
12.500.000 391.084.152
12.500.000 270.290.625
12.500.000 55.225.832
-
1.200
7.206.100
18.208.544
1.612.614
Total liabilities Less: Trade payable - related parties Other payable - related parties
Total liabilities, net
9.273.434
3.691.517
2.719.082
18.972.641
462.950
Net worth Paid-up capital Retained earnings Loan from shareholders Trade payable related parties Other payable related parties
858.456.402
422.811.652
413.509.334
319.971.810
69.801.396
Total net worth
163%
389%
445%
374%
1.638%
Leverage ratio (%)
Utang usaha - pihak berelasi
Jumlah net worth
2012
25. TAMBAHAN MODAL DISETOR
25. ADDITIONAL PAID-IN CAPITAL
Tambahan modal disetor merupakan selisih nilai transaksi restrukturisasi entitas sepengendali dari akuisisi PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa dan PT Sawit Mandiri Lestari (entitas anak) sebagaimana diungkapkan dalam Catatan 1b.
Additional paid-in caital represents difference in value of the restructuring transaction between entities under common control of the acquired PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa and PT Sawit Mandiri Lestari (subsidiaries) as disclosed in Note 1b.
Rincian tambahan modal disetor atas akuisisi tersebut adalah sebagai berikut:
The details of additional paid-in capital of the acquisition are as follows: Jumlah/ Amount
PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa
12.169.385 5.214.187 (613.124 ) (589.393 ) 16.181.055
F-156
PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 26. SELISIH TRANSAKSI NONPENGENDALI
DENGAN
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIHAK
26. DIFFERENCE TRANSACTIONS CONTROLLING PARTIES
WITH
NON-
Selisih transaksi dengan pihak nonpengendali merupakan selisih atas peningkatan persentase kepemilikan saham Perseroan di PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa dan PT Sawit Mandiri Lestari sebagaimana diungkapkan dalam Catatan 1b.
Difference transactions with non-controlling party represents difference on increase in the Company’s percentage ownership at PT Kalimantan Sawit Abadi, PT Mitra Mendawai Sejati, PT Ahmad Saleh Perkasa and PT Sawit Mandiri Lestari as disclosed in Note 1b.
Rincian selisih transaksi dengan pihak nonpengendali tersebut adalah sebagai berikut:
The details of difference transactions with noncontrolling party are as follows:
Penyesuaian Kepentingan nonpengendali/ Adjustment of non-controlling interest PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa
Setoran Modal/ Capital Contribution
Selisih transaksi dengan pihak nonpengendali/ Difference transactions with non-controlling party
221.741.163 167.397.454 90.717.587 77.004.036
196.227.000 150.000.000 91.217.000 77.466.000
25.514.163 17.397.454 (499.413) (461.964)
556.860.240
514.910.000
41.950.240
27. KEPENTINGAN NONPENGENDALI ATAS ASET NETO ENTITAS ANAK
PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa
27. NON-CONTROLLING INTEREST ASSETS OF SUBSIDIARIES
IN
NET
This account represents non-controlling interest in the net asset/(liabilities) and net income/(loss) of subsidiaries as follows:
Akun ini merupakan hak kepentingan nonpengendali atas aset/(liabilitas) neto dan laba/(rugi) neto entitas anak dengan rincian sebagai berikut:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
a. Kepentingan nonpengendali atas aset neto PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa PT Sawit Mandiri Lestari
a. Non-controlling interest in net assets 15.820.386 16.245.765 487.017 146.808
14.616.230 16.390.194 32.722 (297.992)
24.174.234 22.127.091 (106.778) (163.962)
13.768.946 (10.034.255) (23.607) (90.018)
32.699.976
30.741.154
46.030.585
3.621.066
F-157
7.940.359 (7.273.736) (18.557) (37.817) 610.249
PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa PT Sawit Mandiri Lestari
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
27. KEPENTINGAN NONPENGENDALI ATAS ASET NETO ENTITAS ANAK (lanjutan)
27. NON-CONTROLLING INTEREST IN ASSETS OF SUBSIDIARIES (continued)
This account represents non-controlling interest in the net asset/(liabilities) and net income/(loss) of subsidiaries as follows: (continued)
Akun ini merupakan hak kepentingan nonpengendali atas aset/(liabilitas) neto dan laba/(rugi) neto entitas anak dengan rincian sebagai berikut: (lanjutan) 30 Juni/June 30, 2013
2012
31 Desember/December 31, 2012
2011
2010
b. Kepentingan non-pengendali atas laba/(rugi) periode/tahun berjalan PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa PT Sawit Mandiri Lestari
NET
b. Non-controlling interest income/(loss) for the period/ year 18.601.610 25.369.734 (7.669) (54.613)
11.789.258 22.274.411 (97.982) (50.082)
32.278.338 55.817.762 (223.430) (157.501)
32.161.346 11.097.688 (73.944) (83.171)
5.828.587 (2.760.520) (5.050) (52.200)
43.909.062
33.915.605
87.715.169
43.101.919
3.010.817
28. PENJUALAN
PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa PT Sawit Mandiri Lestari
28. SALES Net sales by product were as follows:
Penjualan neto berdasarkan jenis produk adalah sebagai berikut: 30 Juni/June 30, 2013
2012
31 Desember/December 31, 2012
2011
2010
Pihak ketiga Minyak kelapa sawit Inti sawit Minyak inti kelapa sawit Tandan buah segar
815.347.288 63.572.568 12.747.921 -
807.368.809 56.251.973 15.089.250 -
1.750.504.359 105.510.549 22.803.130 1.457.162
1.244.340.015 130.441.474 4.701.195
828.762.851 87.999.992 -
Third Parties Crude palm oil Palm kernel Palm kernel oil Fresh fruit bunches
Jumlah
891.667.777
878.710.032
1.880.275.200
1.379.482.684
916.762.843
Total
For the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010, the Group’s sales to customers that exceed 10% of total consolidated sales were as follows:
Pada periode enam bulan yang berakhir 30 Juni 2013 dan 2012, serta tahun yang berakhir 31 Desember 2012, 2011 dan 2010, penjualan Grup kepada pelanggan yang melebihi 10% dari jumlah penjualan konsolidasian adalah sebagai berikut: 30 Juni/June 30, 2013 PT Sinar Alam Permai PT Sinar Mas Agro Resources and Technology Tbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
2012
31 Desember/December 31, 2012
2011
2010
427.401.188
516.466.856
908.051.333
975.462.112
806.283.307
254.632.776 113.852.137 39.002.382
177.180.845 38.077.331 128.810.359
386.960.607 159.796.218 395.051.055
88.168.546 292.857.564 -
83.147.724 -
F-158
PT Sinar Alam Permai PT Sinar Mas Agro Resources and Technology Tbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
28. PENJUALAN (lanjutan)
28. SALES (continued) For the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010, the Group’s sales to customers that exceed 10% of total consolidated sales were as follows: (continued)
Pada periode enam bulan yang berakhir 30 Juni 2013 dan 2012, serta tahun yang berakhir 31 Desember 2012, 2011 dan 2010, penjualan Grup kepada pelanggan yang melebihi 10% dari jumlah penjualan konsolidasian adalah sebagai berikut: (lanjutan)
Persentase dari jumlah penjualan/Percentage of total sales 30 Juni/June 30, 2013 PT Sinar Alam Permai PT Sinar Mas Agro Resources and Technology Tbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
31 Desember/December 31,
2012
2012
2011
2010
48%
59%
48%
71%
88%
29% 13% 4%
20% 4% 15%
21% 8% 21%
6% 21% -
9% -
29. BEBAN POKOK PENJUALAN
29. COST OF SALES
30 Juni/June 30, 2013
2012 172.855.493 112.601.138 50.667.835 16.556.158 14.343.233
31 Desember/December 31, 2012
2011
367.488.225 174.063.069 99.147.562 45.769.935 31.000.036
169.981.037 145.770.218 84.124.562 46.436.099 29.761.786
2010
Pembelian tandan buah segar Pemupukan dan perawatan Biaya tenaga kerja Biaya panen Biaya pabrikasi Beban penyusutan aset tetap (Catatan 12) Amortisasi tanaman menghasilkan (Catatan 11a) Biaya overhead
140.479.561 69.664.184 53.137.498 14.832.491 13.397.480 39.070.735
28.973.972
60.059.175
41.156.632
33.231.549
22.406.535 34.406.839
21.543.666 39.829.071
42.702.058 80.764.558
36.084.910 62.419.969
30.798.615 30.097.311
Biaya produksi Ditambah: Minyak kelapa sawit, inti sawit dan minyak inti sawit di awal tahun (Catatan 8) Pembelian komoditas Dikurangi: Minyak kelapa sawit, inti sawit, minyak inti sawit dan tandan buah segar di akhir tahun (Catatan 8)
387.395.323
457.370.566
900.994.618
615.735.213
439.701.455
52.416.218 76.290.567
42.509.920 -
42.509.920 -
13.265.690 -
4.725.338 -
131.596.330 133.149.936 44.242.276 21.623.578 14.961.860
(28.898.718)
(27.474.615)
(52.416.218)
(42.509.920)
(13.265.690)
487.203.390
472.405.871
891.088.320
586.490.983
431.161.103
Purchase of fresh fruit bunches Fertilizer and maintenance Labor cost Harvesting cost Milling cost Depreciation of fixed assets (Note 12) Amortization of mature plantation (Note 11a) Overhead cost Cost of production Add: Crude palm oil, palm kernel and palm kernel oil at beginning of year (Note8) Purchase of commodities Less: Crude palm oil, palm kernel and palm kernel oil and fresh fruit bunches at end of year (Note 8)
For the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010, there is no Group’s purchases from vendors that exceed 10% of total consolidated sales.
Pada periode enam bulan yang berakhir 30 Juni 2013 dan 2012, serta tahun yang berakhir 31 Desember 2012, 2011 dan 2010, tidak ada pembelian Grup kepada pemasok yang melebihi 10% dari jumlah penjualan konsolidasian. 30. BEBAN/PENDAPATAN USAHA
30. OPERATING EXPENSES/INCOME
30 Juni/June 30,
Beban penjualan Transportasi Lain-lain
PT Sinar Alam Permai PT Sinar Mas Agro Resources and TechnologyTbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
31 Desember/December 31,
2013
2012
2012
2011
15.373.239 1.148.821
10.368.473 861.092
23.344.398 1.859.153
15.201.926 1.867.930
9.288.940 1.136.195
16.522.060
11.229.565
25.203.551
17.069.856
10.425.135
F-159
2010 Selling expenses Transportation Others
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
30. BEBAN/PENDAPATAN USAHA (lanjutan)
30. OPERATING EXPENSES/INCOME (continued)
30 Juni/June 30, 2013 Beban umum dan administrasi Asuransi dan perizinan Denda pajak Gaji, upah dan kompensasi karyawan Penyusutan (Catatan 12) Sumbangan dan perayaan Pemeliharaan Beban imbalan kerja (Catatan 23) Jasa profesional Perjalanan dinas Pelatihan dan rekrutmen Telepon, air dan listrik Kantor Sewa Lain-lain
Pendapatan/(beban) usaha lain-lain-neto Pendapatan jasa titip olah Penjualan cangkang, fiber, dan bungkil Pendapatan sewa (Rugi)/Laba selisih kurs, neto Biaya atas titip olah Penghapusan persediaan Laba penjualan aset tetap Rugi atas penghapusan aset tetap Penghapusan utang Pemulihan atas penurunan nilai aset Penyisihan atas penurunan nilai aset Pendapatan/(beban) diluar usaha lainnya, neto
31 Desember/December 31,
2012
2012
2011
4.564.178 2.162.183
2.255.135 20.861.825
8.179.879 25.739.089
8.470.878 54.154.046
9.231.475 -
10.088.989 5.403.799 3.047.994 1.481.751 2.451.000 2.219.344 973.249 965.457 214.919 145.197 58.984 68.716
11.723.043 5.734.438 349.297 4.614.073 3.146.836 1.349.265 1.213.836 1.250.503 224.159 305.190 1.972.028 1.040.772
24.999.296 11.261.746 7.650.402 6.205.874 6.188.744 5.439.949 2.153.445 2.544.751 461.546 435.744 1.735.176 1.417.113
37.549.777 10.955.755 1.787.474 19.999.792 7.107.092 5.057.770 13.516.356 3.836.656 1.941.060 2.380.932 1.338.227 1.001.470
36.367.477 6.520.379 3.849.668 13.162.278 4.018.321 2.895.576 3.051.544 611.967 592.787 5.039.344 1.578.565 5.405.827
33.845.760
56.040.400
104.412.754
169.097.285
92.325.208
3.791.347 2.296.562 1.782.907 (178.108) (6.616.726) -
2.741.581 2.686.966 4.486.199 (3.647.440) -
-
9.917.547 3.682.481 6.117.097 (4.454.100) 3.005.000 (29.632) -
-
411.264 1.487.246
-
-
(1.871.326)
5.050.843
16.367.067
-
23.663.913
Other (expense)/income, net
-
(13.743.102)
Finance income/costs for the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010 were as follows:
30 Juni/June 30,
Beban keuangan Bunga pinjaman bank Bunga sewa pembiayaan Biaya provisi
(878.095)
(16.207.567) 6.267.965
31. FINANCE INCOME/COSTS
Pendapatan/beban keuangan untuk periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 dan untuk tahun yang berakhir pada tanggal - tanggal 31 Desember 2012, 2011 dan 2010 adalah sebagai berikut: 2013
(4.771.175)
58.036 836.089 951.645
4.771.175
(2.659)
General and administrative expenses Insurance and permits Tax penalty Salaries, wages and employee compensations Depreciation (Note 12) Donations and ceremonies Maintenance Employee benefit expense (Note 23) Professional fees Bussiness travel Training and recruitment Telephone, water and electricity Office Rent Others
Other operating income/(expense)-net Tolling income Sales of palm kernel shell, fibre and palm oil cake Rent income Foreign exchange(loss)/gain, net Processing cost of tooling Write off of inventories Gain on sale of fixed asset Loss on disposal of assets Write off of payables Recovery of impairment of fixed assets Allowance for impairment of fixed assets
2.709.585 4.685.638 4.584.679 (294.150) 7.209.645
-
(1.216.463)
31. PENDAPATAN/BEBAN KEUANGAN
Pendapatan keuangan Pendapatan bunga bank Pendapatan bunga dari pihak-pihak berelasi
2010
2012
31 Desember/December 31, 2012
2011
2010
12.984.614
2.961.197
5.148.775
10.866.226
2.671.316
Finance income Interest income from bank
-
14.787.500
26.380.981
16.676.530
-
Interest income from related parties
12.984.614
17.748.697
31.529.756
27.542.756
2.671.316
59.190.096 2.480.824 3.265.529
63.310.107 3.410.174 5.023.290
131.122.261 6.649.432 4.522.541
109.309.014 5.312.439 12.270.059
55.540.841 3.343.582 314.046
64.936.449
71.743.571
142.294.234
126.891.512
59.198.469
F-160
Finance costs Bank loan interest Finance lease interest Provision fee
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
32. LABA PER SAHAM
32. EARNINGS PER SHARE
Laba per saham dasar dihitung dengan membagi laba periode/tahun berjalan yang dapat diatribusikan kepada pemilik entitas induk dengan rata-rata tertimbang jumlah saham biasa yang beredar pada periode/tahun bersangkutan.
Earnings per share is computed by dividing income for the period/year attributable to the equity holders of the parent entity by the weighted average number of shares outstanding during the period/year.
Rincian perhitungan laba per saham dasar adalah sebagai berikut:
The details of earnings per share computation are as follows:
30 Juni/June 30, 2013 Laba komprehensif periode/tahun berjalan sebelum efek penyesuaian proforma yang diatribusikan kepada: Pemilik entitas induk Rata-rata tertimbang jumlah saham biasa untuk menentukan laba neto per saham (lembar saham)
31 Desember/December 31, 2012
180.064.033
2012
125.617.182
2011
337.534.783
2010
270.793.527
215.064.793
Income for the period/year before the effect of proforma adjustment attributable to: Equity holders of the parent entity
4.385.000.000
125.000.000
464.726.027
125.000.000
125.000.000
Weighted average number of ordinary shares for basic earnings per share (number of shares)
41
1.005
726
2.166
1.721
Basic earnings per share for the year (full amounts)
Laba tahun berjalan per saham dasar (angka penuh)
33. SALDO DAN TRANSAKSI BERELASI
DENGAN PIHAK
33. RELATED PARTIES TRANSACTIONS
BALANCES
AND
Dalam kegiatan usaha normal, Grup mengadakan transaksi penjualan, pembelian dan transaksi keuangan lainnya dengan pihak berelasi, yang dilakukan dengan syarat dan kondisi yang disepakati oleh para pihak.
The Group, in its regular conduct of business, enters into transactions with related parties principally involving selling products, purchases, and other financial transactions under terms and conditions agreed by those parties.
Tahun 2013
Year 2013
Selama tahun 2013, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut:
During 2013, the Group entered into novation agreements with certain related parties with details as follow:
Perseroan
The Company
Berdasarkan perjanjian pengalihan tagihan utang tanggal 29 Juni 2013 Perseroan mengalihkan tagihan atas piutang PT Sawit Multi Utama (SMU), PT Tanjung Sawit Abadi (TSA), ASP, CV Dona Doni (DD), Kalimantan Import & Export Pte. Ltd. (KIE), PT Amprah Mitra Jaya (AMJ), PT Sulung Ranch (SR), PT Central Kalimantan Abadi (CKA), PT Erythrina Nugrahamegah (ENM), PT Pelayaran Lingga Marintama (LM), PT Tatal Engineering (TE) dan MMS dengan jumlah Rp76.789.963 kepada PT Surya Borneo Industri.
Based on novation agreement dated June 29, 2013, the Company novated receivable from PT Sawit Multi Utama (SMU), PT Tanjung Sawit Abadi (TSA), ASP, CV Dona Doni (DD), Kalimantan Import & Export Pte.Ltd (KIE), PT Amprah Mitra Jaya (AMJ), PT Sulung Ranch (SR), PT Central Kalimantan Abadi (CKA), PT Erythrina Nugrahamegah (ENM), PT Pelayaran Lingga Marintama (LM), PT Tatal Engineering (TE) and MMS amounting to Rp76,789,963 to PT Surya Borneo Industri.
F-161
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2013 (lanjutan)
Year 2013 (continued)
Selama tahun 2013, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2013, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Mitra Mendawai Sejati (MMS)
PT Mitra Mendawai Sejati (MMS)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 29 Juni 2013 MMS mengalihkan tagihan atas piutang SMU dan TSA dengan jumlah Rp76.595.395 kepada PT Surya Borneo Industri.
Based on novation agreement dated June 29, 2013, MMS novated receivable from SMU and TSA amounting to Rp76,595,395 to PT Surya Borneo Industri.
PT Kalimantan Sawit Abadi (KSA)
PT Kalimantan Sawit Abadi (KSA)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 29 Juni 2013 KSA mengalihkan tagihan atas piutang CKA, ENM, SMU, TSA, SR, PT Citra Borneo Indah (CBI) dan TE dengan jumlah Rp48.840.505 kepada PT Surya Borneo Industri.
Based on novation agreement dated June 29, 2013, KSA novated receivable from CKA, ENM, SMU, TSA, SR, PT Citra Borneo Indah (CBI) and TE amounting to Rp48,840,505 to PT Surya Borneo Industri.
Tahun 2012
Year 2012
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut:
During 2012, the Group entered into novation agreements with certain related parties with details as follow:
Perseroan
The Company
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp5.350.518 telah dialihkan kepada kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp5,350,518 was novated by CBI to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, LM dan SMU, saldo piutang Perseroan kepada LM sebesar Rp580.377 telah dialihkan kepada SMU.
Based on novation agreement dated December 31, 2012 among the Company, LM and SMU, the Company’s receivable from LM amounting to Rp580,377 was novated to SMU.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CKA dan SMU, saldo piutang Perseroan kepada CKA sebesar Rp14.577.842 telah dialihkan kepada SMU.
Based on novation agreement dated December 31, 2012 among the Company, CKA and SMU, the Company’s receivable from CKA amounting to Rp14,577,842 was novated to SMU.
F-162
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, Group entered into novation agreements with certain related parties, which detail are as follow: (continued)
Perseroan (lanjutan)
The Company (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, ENM dan SMU, saldo piutang Perseroan kepada ENM sebesar Rp195.300 telah dialihkan kepada SMU.
Based on novation agreement dated December 31, 2012 among the Company, ENM and SMU, the Company’s receivable from ENM amounting to Rp195,300 was novated to SMU.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, KSA dan CV Dwita Perdana (DP), saldo piutang Perseroan kepada KSA sebesar Rp108.804 telah dialihkan kepada DP.
Based on novation agreement dated December 31, 2012 among the Company, KSA and CV Dwita Perdana (DP), the Company’s receivable from KSA amounting to Rp108,804 was novated to DP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, CKA dan KSA, saldo piutang Perseroan kepada CKA sebesar Rp10.285.709 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among the Company, CKA and KSA, the Company’s receivable to CKA amounting from Rp10,285,709 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, AMJ dan MMS, saldo utang Perseroan kepada AMJ sebesar Rp1.287.175 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, AMJ and MMS, the Company’s payable to AMJ amounting to Rp1,287,175 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp5.260.639 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp5,260,639 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp4.483.147 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp4,483,147 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp85.777.958 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp85,777,958 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp73.100.472 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp73,100,472 was novated to MMS.
F-163
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, Group entered into novation agreements with certain related parties, which detail are as follow: (continued)
Perseroan (lanjutan)
The Company (continued)
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, MMS dan LD, saldo piutang Perseroan kepada LD sebesar Rp463.419 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, MMS and LD, the Company’s receivable to LD amounting to Rp463,419 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, Hj Asih dan KSA, saldo utang Perseroan kepada Hj Asih sebesar Rp189.916 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among the Company, Hj Asih and KSA, the Company’s payable to Hj Asih amounting to Rp189,916 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, Tk Lisa Jaya (LJ) dan MMS, saldo utang Perseroan kepada LJ sebesar Rp139.209 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, Tk Lisa Jaya (LJ) and MMS, the Company’s payable to LJ amounting to Rp139,209 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, DD dan KSA saldo piutang Perseroan kepada DD sebesar Rp2.740.553 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among the Company, DD and KSA, the Company’s receivable to DD amounting to Rp2,740,553 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, DP dan KSA saldo piutang Perseroan kepada DP sebesar Rp134.596 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among the Company, DP and KSA, the Company’s receivable to DP amounting to Rp134,596 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, DP dan CV Anindya Putra (AP), saldo piutang Perseroan kepada DP sebesar Rp180.000 telah dialihkan kepada AP.
Based on novation agreement dated December 31, 2012 among the Company, DP and CV Anindya Putra (AP), the Company’s receivable to DP amounting to Rp180,000 was novated to AP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, DP dan H Sarwani saldo piutang Perseroan kepada DP sebesar Rp40.281 telah dialihkan kepada H Sarwani.
Based on novation agreement dated December 31, 2012 among the Company, DP and H Sarwani, the Company’s receivable to DP amounting to Rp40,281 was novated to H Sarwani.
F-164
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, Group entered into novation agreements with certain related parties, which detail are as follow: (continued)
Perseroan (lanjutan)
The Company (continued)
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, DP dan H Sarwani saldo piutang Perseroan kepada DP sebesar Rp27.662 telah dialihkan kepada H Sarwani.
Based on novation agreement dated December 31, 2012 among the Company, DP and H Sarwani, the Company’s receivable to DP amounting to Rp27,662 was novated to H Sarwani.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, DP dan CV Alamsyah saldo piutang Perseroan kepada DP sebesar Rp554.157 telah dialihkan kepada CV Alamsyah.
Based on novation agreement dated December 31, 2012 among the Company, DP and CV Alamsyah, the Company’s receivable to DP amounting to Rp554,157 was novated to CV Alamsyah.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, KIE dan CV Alamsyah saldo piutang Perseroan kepada KIE sebesar Rp420.893 telah dialihkan kepada CV Alamsyah.
Based on novation agreement dated December 31, 2012 among the Company, KIE and CV Alamsyah, the Company’s receivable to KIE amounting to Rp420,893 was novated to CV Alamsyah.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, TE, dan CV Alamsyah saldo piutang Perseroan kepada TE sebesar Rp13.225 telah dialihkan kepada CV Alamsyah.
Based on novation agreement dated December 31, 2012 among the Company, TE and CV Alamsyah, the Company’s receivable from TE amounting to Rp13,225 was novated to CV Alamsyah.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, TE, dan CV Bayu Mandala Putra (BMP), saldo piutang Perseroan kepada TE sebesar Rp8.174 telah dialihkan kepada BMP.
Based on novation agreement dated December 31, 2012 among the Company, TE and CV Bayu Mandala Putra (BMP), the Company’s receivable from TE amounting Rp8,714 was novated to BMP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, CV Indah Jaya (IJ) dan BMP, saldo piutang Perseroan kepada IJ sebesar Rp16.553 telah dialihkan kepada BMP.
Based on novation agreement dated December 31, 2012 among the Company, CV Indah Jaya (IJ) and BMP, the Company’s receivable from IJ amounting to Rp16,553 was novated to BMP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, SR dan BMP, saldo piutang Perseroan kepada SR sebesar Rp425.024 telah dialihkan kepada BMP.
Based on novation agreement dated December 31, 2012 among the Company, SR and BMP, the Company’s receivable from SR amounting to Rp425,024 was novated to BMP.
F-165
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
Perseroan (lanjutan)
The Company (continued)
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan, H Sunardi dan BMP, saldo piutang Perseroan kepada H Sunardi sebesar Rp62.794 telah dialihkan kepada BMP.
Based on novation agreement dated December 31, 2012 among the Company, H Sunardi and BMP, the Company’s receivable from H Sunardi amounting to Rp62,794 was novated to BMP.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, DP dan LD saldo utang Perseroan kepada DP sebesar Rp487.178 telah dialihkan kepada LD.
Based on novation agreement dated December 31, 2012 among the Company, DP and LD, the Company’s payable to DP amounting to Rp487,178 was novated to LD.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, DD dan KSA saldo utang Perseroan kepada DD sebesar Rp35.363 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among the Company, DD and KSA, the Company’s payable to DD amounting to Rp35,363 was novated to KSA.
PT Kalimantan Sawit Abadi
PT Kalimantan Sawit Abadi
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, LM dan KSA, saldo utang KSA kepada LM sebesar Rp213.318 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, LM and KSA, the KSA’s payable to LM amounting to Rp213,318 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, MP dan KSA, saldo utang KSA kepada MP sebesar Rp1.992.356 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, MP and KSA, the KSA’s payable to MP amounting to Rp1,992,356 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, CKA dan MSJ, saldo utang KSA kepada CKA sebesar Rp2.743.548 telah dialihkan kepada MSJ.
Based on novation agreement dated December 31, 2012 among KSA, CKA and MSJ, KSA’s payable to CKA amounting to Rp2,743,548 was novated to MSJ.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CKA dan KSA, saldo utang KSA kepada PT CKA sebesar Rp4.381.595 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, CKA and KSA, KSA’s payable to CKA amounting to Rp4,381,595 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, ENM dan KSA, saldo utang KSA kepada ENM sebesar Rp3.681.292 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, ENM and KSA, KSA’s payable to ENM amounting to Rp3,681,292 was novated to the Company.
F-166
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Kalimantan Sawit Abadi (lanjutan)
PT Kalimantan Sawit Abadi (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, AMJ dan KSA, saldo utang KSA kepada AMJ sebesar Rp17.149 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, AMJ and KSA, KSA’s payable to AMJ amounting to Rp17,149 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, CBI dan TSA, saldo utang KSA kepada CBI sebesar Rp2.108.099 telah dialihkan kepada TSA.
Based on novation agreement dated December 31, 2012 among KSA, CBI and TSA, the KSA’s payable to CBI amounting to Rp2,108,099 was novated to TSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, CBI dan SMU, saldo utang KSA kepada CBI sebesar Rp18.400.000 telah dialihkan kepada SMU.
Based on novation agreement dated December 31, 2012 among KSA, CBI and SMU, the KSA’s payable to CBI amounting to Rp18,400,000 was novated to SMU .
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, CBI dan TSA, saldo utang KSA kepada CBI sebesar Rp27.600.000 telah dialihkan kepada TSA.
Based on novation agreement dated December 31, 2012 among KSA, CBI and TSA, the KSA’s payable to CBI amounting to Rp27,600,000 was novated to TSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, SMU dan KSA, saldo utang KSA kepada SMU sebesar Rp17.874.797 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, SMU and KSA, KSA’s payable to SMU amounting to Rp17,874,797 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, SML dan SMU, saldo piutang KSA kepada SMU sebesar Rp53.589 telah dialihkan kepada SML.
Based on novation agreement dated December 31, 2012 among KSA, SML and SMU, the KSA’s receivable to SMU amounting to Rp53,589 was novated to SML.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, SML dan TSA, saldo piutang KSA kepada TSA sebesar Rp529.939 telah dialihkan kepada SML.
Based on novation agreement dated December 31, 2012 among KSA, SML and TSA, KSA’s receivable to TSA amounting to Rp529,939 was novated to SML.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA dan ASP, saldo piutang KSA kepada TSA sebesar Rp359.755 telah dialihkan kepada ASP.
Based on novation agreement dated December 31, 2012 among KSA and ASP, KSA’s receivable to TSA amounting to Rp359,755 was novated to ASP.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, DP dan KSA, saldo utang KSA kepada DP sebesar Rp108.805 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, DP and KSA, KSA’s payable to DP amounting to Rp108,805 was novated to the Company.
F-167
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Kalimantan Sawit Abadi (lanjutan)
PT Kalimantan Sawit Abadi (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, DD dan KSA, saldo utang KSA kepada DD sebesar Rp89.514 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, DD and KSA, the KSA’s payable to DD amounting to Rp89,514 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, Hj Hayanah dan KSA, saldo utang KSA kepada Hayanah sebesar Rp432.469 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, Hj Hayanah and KSA, the KSA’s payable to Hj Hayanah amounting to Rp432,469 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, MSJ dan KSA, saldo utang KSA kepada MSJ sebesar Rp26.135 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, MSJ and KSA, KSA’s payable to MSJ amounting to Rp26,135 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, LJ dan Sabran Effendi saldo utang KSA kepada LJ sebesar Rp405 telah dialihkan kepada Sabran Effendi.
Based on novation agreement dated December 31, 2012 among KSA, LJ and Sabran Effendi, the KSA’s payable to LJ amounting to Rp405 was novated to Sabran Effendi.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, Sarwani dan Sabran Effendi saldo utang KSA kepada Sarwani sebesar Rp37.544 telah dialihkan kepada Sabran Effendi.
Based on novation agreement dated December 31, 2012 among KSA, Sarwani and Sabran Effendi, KSA’s payable Sarwani amounting to Rp37,544 was novated to Sabran Effendi.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, AP dan Sabran Effendi saldo utang KSA kepada AP sebesar Rp152.433 telah dialihkan kepada Sabran Effendi
Based on novation agreement dated December 31, 2012 among KSA, AP and Sabran Effendi, KSA’s payable to AP amounting to Rp152,433 was novated to Sabran Effendi.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, CV Alamsyah dan Sabran Effendi, saldo utang KSA kepada CV Alamsyah sebesar Rp173.485 telah dialihkan kepada Sabran Effendi.
Based on novation agreement dated December 31, 2012 among KSA, CV Alamsyah and Sabran Effendi, KSA’s payable CV Alamsyah amounting to Rp173,485 was novated to Sabran Effendi.
F-168
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Kalimantan Sawit Abadi (lanjutan)
PT Kalimantan Sawit Abadi (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, Hj Asih dan Sabran Effendi, saldo utang KSA kepada Hj Asih sebesar Rp503.358 telah dialihkan kepada Sabran Effendi.
Based on novation agreement dated December 31, 2012 among KSA, Hj Asih and Sabran Effendi, KSA’s payable to Hj Asih amounting to Rp503,358 was novated to Sabran Effendi.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara KSA, Rizky dan Sabran Effendi, saldo utang KSA kepada Asih sebesar Rp42.338 telah dialihkan kepada Sabran Effendi.
Based on novation agreement dated December 31, 2012 among KSA, Rizky and Sabran Effendi, KSA’s payable Asih amounting to Rp42,338 was novated to Sabran Effendi.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA dan AP, saldo piutang KSA kepada SR sebesar Rp54.343 telah dialihkan kepada AP.
Based on novation agreement dated December 31, 2012 among KSA and AP, KSA’s receivable from SR amounting to Rp54,343 was novated to AP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA dan AP, saldo piutang KSA kepada TE sebesar Rp38.458 telah dialihkan kepada AP.
Based on novation agreement dated December 31, 2012 among KSA and AP, KSA’s receivable from TE amounting to Rp38,458 was novated to AP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA dan AP, saldo piutang KSA kepada KIE sebesar Rp4.040 telah dialihkan kepada AP.
Based on novation agreement dated December 31, 2012 among KSA and AP, KSA’s receivable from KIE amounting to Rp4,040 was novated to AP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA, Ailita dan AP, saldo piutang KSA kepada Ailita sebesar Rp17.309 telah dialihkan kepada AP.
Based on novation agreement dated December 31, 2012 among KSA, Ailita and CV Anindya Putra, KSA’s receivable from Ailita amounting to Rp17,309 was novated to AP.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara Perseroan dan KSA, saldo piutang KSA kepada Sabran Effendi sebesar Rp196.277 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company and KSA, KSA’s receivable from Sabran Effendi amounting to Rp196,277 was novated to the Company.
Berdasarkan perjanjian tanggal 31 Desember MSJ dan KSA, saldo sebesar Rp1.406.644 Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, MSJ and KSA, KSA’s payable to MSJ amounting to Rp1,406,644 was novated to the Company.
pengalihan tagihan utang 2012 antara Perseroan, utang KSA kepada MSJ telah dialihkan kepada
F-169
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Kalimantan Sawit Abadi (lanjutan)
PT Kalimantan Sawit Abadi (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, Hj Hayanah dan KSA, saldo utang KSA kepada Hj Hayanah sebesar Rp2.580.827 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, Hj Hayanah and KSA, KSA’s payable to Hj Hayanah amounting to Rp2,580,827 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CV Enam Saudara (ES) dan KSA, saldo utang KSA kepada ES sebesar Rp1.603.524 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, CV Enam Saudara (ES) and KSA, the KSA’s payable to ES amounting to Rp1,603,524 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, Maman Firmansyah dan KSA, saldo utang KSA kepada Maman Firmansyah sebesar Rp35.363 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, Maman Firmansyah and KSA, KSA’s payable to Maman Firmansyah amounting to Rp35,363 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA dan DP, saldo piutang KSA kepada DP sebesar Rp144.583 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among KSA and DP, KSA’s receivable from DP amounting to Rp144,583 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA dan Perseroan, saldo piutang KSA kepada CBI sejumlah Rp2.660.000 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among KSA and the Company, KSA’s receivable from CBI amounting to Rp2,660,000 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan piutang tanggal 31 Desember 2012 antara KSA dan Perseroan, saldo piutang KSA kepada TSA sejumlah Rp264.000 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among KSA and the Company, KSA’s receivable from TSA amounting to Rp264,000 was novated to the Company.
PT Mitra Mendawai Sejati
PT Mitra Mendawai Sejati
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI dari SSS sebesar Rp7.679.676 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp7,679,676 was novated to MMS.
F-170
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Mitra Mendawai Sejati (lanjutan)
PT Mitra Mendawai Sejati (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, LSS dan MMS, saldo utang Perseroan kepada LSS sebesar Rp7.510 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, LSS and MMS, the Company’s payable to LSS amounting to Rp7,510 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, AMJ dan MMS, saldo utang Perseroan kepada AMJ sebesar Rp1.287.175 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, AMJ and MMS, the Company’s payable to AMJ amounting to Rp1,287,175 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, MP dan MMS, saldo utang Perseroan kepada MP sebesar Rp589.434 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, MP and MMS, the Company’s payable to MP amounting to Rp589,434 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp4.483.147 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp4,483,147 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, LJ dan MMS, saldo utang Perseroan kepada LJ sebesar Rp139.209 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, LJ and MMS, the Company’s payable to LJ amounting to Rp139,209 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, MMS dan TSA, saldo utang Perseroan kepada TSA sebesar Rp31.000.000 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, MMS and TSA, the Company’s payable to TSA amounting to Rp31,000,000 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan MMS, saldo utang Perseroan kepada CBI sebesar Rp5.260.640 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the the Company, CBI and MMS, the Company’s payable to CBI amounting to Rp5,260,640 was novated to MMS.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, H Sarwani dan MMS, saldo utang Perseroan kepada H Sarwani sebesar Rp9.104 telah dialihkan kepada MMS.
Based on novation agreement dated December 31, 2012 among the Company, H Sarwani, and MMS, Company’s payable to H Sarwani amounting to Rp9,104 was novated to MMS.
F-171
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Mitra Mendawai Sejati (lanjutan)
PT Mitra Mendawai Sejati (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, CBI dan CKA, saldo utang MMS kepada CBI sebesar Rp50.052 telah dialihkan kepada CKA.
Based on novation agreement dated December 31, 2012 among MMS, CBI, and CKA, MMS’ payable to CBI amounting to Rp50,052 was novated to CKA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, CBI dan AMJ, saldo utang MMS kepada CBI sebesar Rp710.130 telah dialihkan kepada AMJ.
Based on novation agreement dated December 31, 2012 among MMS, CBI and AMJ, MMS’ payable to CBI amounting to Rp710,130 was novated to AMJ.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, Hj Hayanah dan SR, saldo utang MMS kepada LJ sebesar Rp3.537 telah dialihkan kepada SR.
Based on novation agreement dated December 31, 2012 among MMS, Hj Hayanah and SR, MMS’ payable to LJ amounting to Rp3,537 was novated to SR.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, Rizky, dan SR, saldo utang MMS kepada LJ sebesar Rp11.449 telah dialihkan kepada SR.
Based on novation agreement dated December 31, 2012 among MMS, Rizky and SR, MMS’ payable to LJ amounting to Rp11,449 was novated to SR.
Berdasarkan perjanjian pengalihan tagihan tanggal 31 Desember 2012 antara H Sunardi, dan Perseroan, saldo utang kepada H Sunardi sebesar Rp250.176 dialihkan kepada Perseroan.
utang MMS, MMS telah
Based on novation agreement dated December 31, 2012 among MMS, H Sunardi and the Company, MMS’ payable to H Sunardi amounting to Rp250,176 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, DP dan MMS saldo utang MMS kepada DP sebesar Rp463.420 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, DP and MMS, the MMS’ payable to DP amounting to Rp463,420 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, KIE dan CKA, saldo utang MMS kepada KIE sebesar Rp61.762 telah dialihkan kepada CKA.
Based on novation agreement dated December 31, 2012 among MMS, KIE and CKA, MMS’ payable to KIE amounting to Rp61,762 was novated to CKA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, TE dan CKA, saldo utang MMS kepada TE sebesar Rp38.396 telah dialihkan kepada CKA.
Based on novation agreement dated December 31, 2012 among MMS, TE and CKA, MMS’ payable to TE amounting to Rp38,396 was novated to CKA.
F-172
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Mitra Mendawai Sejati (lanjutan)
PT Mitra Mendawai Sejati (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, LM dan CKA, saldo utang MMS kepada LM sebesar Rp28.688 telah dialihkan kepada CKA.
Based on novation agreement dated December 31, 2012 among MMS, LM and CKA, MMS’ payable to LM amounting to Rp28,688 was novated to CKA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, MP dan CKA, saldo utang MMS kepada MP sebesar Rp51.469 telah dialihkan kepada CKA.
Based on novation agreement dated December 31, 2012 among MMS, MP and CKA, MMS’ payable to MP amounting to Rp51,469 was novated to CKA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, ENM, dan CKA, saldo utang MMS kepada ENM sebesar Rp175.273 telah dialihkan kepada CKA.
Based on novation agreement dated December 31, 2012 among MMS, ENM and CKA, MMS’ payable to ENM amounting to Rp175,273 was novated to CKA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, SMU, dan TSA, saldo utang MMS kepada SMU sebesar Rp30.618.364 telah dialihkan kepada TSA.
Based on novation agreement dated December 31, 2012 among MMS, SMU and TSA, MMS’ payable to SMU amounting to Rp30,618,364 was novated to TSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, MMS dan TSA, saldo piutang MMS kepada Perseroan sebesar Rp19.307.583 telah dialihkan kepada TSA.
Based on novation agreement dated December 31, 2012 among the Company, MMS and TSA, MMS’ receivable to the Company amounting to Rp19,307,583 was novated to TSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, MMS dan SR, saldo utang MMS kepada SR sebesar Rp148.314 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, MMS and SR, the MMS’ payable to SR amounting to Rp148,314 was novated to the Company
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara MMS, DP dan LD, saldo piutang MMS kepada LD sebesar Rp49.406 telah dialihkan kepada DP.
Based on novation agreement dated December 31, 2012 among MMS, DP and LD, the MMS’ receivable to LD amounting to Rp49,406 was novated to DP.
F-173
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Mitra Mendawai Sejati (lanjutan)
PT Mitra Mendawai Sejati (continued)
Berdasarkan perjanjian pengalihan tagihan tanggal 31 Desember 2012 antara MMS, Tk Lisa Jaya (LJ), dan SR, saldo utang MMS kepada LJ sebesar Rp1.350 telah dialihkan kepada SR.
Based on novation agreement dated December 31, 2012 among MMS, Tk Lisa Jaya (LJ), and SR, MMS’ payable to LJ amounting to Rp1,350 was novated to SR.
Berdasarkan perjanjian pengalihan tagihan tanggal 31 Desember 2012 antara MMS, BMP, dan SR, saldo utang MMS’ kepada BMP sebesar Rp16.110 telah dialihkan kepada SR.
Based on novation agreement dated December 31, 2012 among MMS, BMP, and SR, MMS’ payable to BMP amounting to Rp16,110 was novated to SR.
Berdasarkan perjanjian pengalihan tagihan tanggal 31 Desember 2012 antara MMS, Hj Asih dan SR, saldo utang MMS kepada Hj Asih sebesar Rp775 telah dialihkan kepada SR.
Based on novation agreement dated December 31, 2012 among MMS, Hj Asih and SR, MMS’ payable to Hj Asih amounting to Rp775 was novated to SR.
Berdasarkan perjanjian pengalihan tagihan tanggal 31 Desember 2012 antara MMS, CBI dan Perseroan, saldo utang MMS kepada CBI sebesar Rp38.790.000 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among MMS, CBI and SSS, MMS’ payable to CBI amounting to Rp38,790,000 was novated to the Company.
PT Ahmad Saleh Perkasa
PT Ahmad Saleh Perkasa
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, ASP dan TSA, saldo piutang ASP kepada TSA sebesar Rp168.663 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, ASP and TSA, ASP’s receivable to TSA amounting to Rp168,663 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, ASP dan SMU, saldo piutang ASP kepada SMU sebesar Rp628 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, ASP and SMU, ASP’s receivable to SMU amounting to Rp628 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara ASP, CBI dan KSA, saldo utang ASP kepada CBI sebesar Rp359.755 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among ASP, CBI and KSA, the ASP’s payable to CBI amounting to Rp359,755 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara ASP, ENM dan TSA, saldo utang ASP kepada TSA sebesar Rp5.000 telah dialihkan kepada ENM.
Based on novation agreement dated December 31, 2012 among ASP, ENM and TSA, the ASP’s payable to TSA amounting to Rp5,000 was novated to ENM.
F-174
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Tahun 2012 (lanjutan)
Year 2012 (continued)
Selama tahun 2012, Grup menandatangani perjanjian novasi (pengalihan tagihan) dengan beberapa pihak berelasi dengan rincian sebagai berikut: (lanjutan)
During 2012, the Group entered into novation agreements with certain related parties with details as follow: (continued)
PT Ahmad Saleh Perkasa (lanjutan)
PT Ahmad Saleh Perkasa (continued)
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara ASP, SML dan SMU, saldo piutang ASP kepada SMU sebesar Rp171.372 telah dialihkan kepada SML.
Based on novation agreement dated December 31, 2012 among ASP, SML and SMU, ASP’s receivable to SMU amounting to Rp171,372 was novated to SML.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara ASP, CBI, dan Perseroan, saldo utang ASP kepada CBI sebesar Rp77.583.619 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among ASP, CBI and the Company, ASP’s payable to CBI amounting to Rp77,583,619 was novated to the Company.
PT Sawit Mandiri Lestari
PT Sawit Mandiri Lestari
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara Perseroan, CBI dan SML, saldo utang SML kepada CBI sebesar Rp91.038.598 telah dialihkan kepada Perseroan.
Based on novation agreement dated December 31, 2012 among the Company, CBI and SML, SML’s payable to CBI amounting to Rp91,038,598 was novated to the Company.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara SML, CBI, dan KSA, saldo utang SML kepada CBI sebesar Rp529.939 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among SML, CBI and KSA, SML’s payable to CBI amounting to Rp529,939 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara SML, SMU dan KSA, saldo utang SML kepada SMU sebesar Rp53.589 telah dialihkan kepada KSA.
Based on novation agreement dated December 31, 2012 among SML, SMU and KSA, SML’s payable to SMU amounting to Rp53,589 was novated to KSA.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara SML, CKA dan ASP, saldo utang SML kepada CKA sebesar Rp161.372 telah dialihkan kepada ASP.
Based on novation agreement dated December 31, 2012 among SML, CKA and ASP, the SML’s payable to CKA amounting to Rp161,372 was novated to ASP.
Berdasarkan perjanjian pengalihan tagihan utang tanggal 31 Desember 2012 antara SML, LM, dan ASP, saldo utang SML kepada LM sebesar Rp10.000 telah dialihkan kepada ASP.
Based on novation agreement dated December 31, 2012 among SML, LM and ASP, SML’s payable to LM amounting to Rp10,000 was novated to ASP.
F-175
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Saldo dan transaksi yang signifikan dengan pihakpihak berelasi adalah sebagai berikut:
The significant balances and transactions with related parties are as follows:
a.
a. Other receivables and loan to related parties
Piutang lain-lain dan pinjaman kepada pihak berelasi
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Dalam Rupiah Piutang lain-lain lancar Entitas yang memiliki pengaruh signifikan terhadap Grup PT Citra Borneo Indah
-
-
25.758.266
897.952
504.077
Entity which has significant influence to Group PT Citra Borneo Indah
Pihak berelasi lainnya PT Tanjung Sawit Abadi PT Sawit Multi Utama
-
-
44.009.045 5.441.254
4.139.796 274.962
23.165.094 42.846.016
Other related parties PT Tanjung Sawit Abadi PT Sawit Multi Utama
-
-
75.208.565
5.312.710
66.515.187
Dalam Rupiah Pinjaman - lancar Pihak berelasi lainnya PT Citra Borneo Utama PT Surya Borneo Industri PT Tanjung Sawit Abadi PT Sawit Multi Utama
In Rupiah Other receivables - current
127.500.000 329.725.863
-
-
-
-
In Rupiah Loans to - current Other related parties PT Citra Borneo Utama PT Surya Borneo Industri
-
-
175.000.000 126.000.000
-
-
PT Tanjung Sawit Abadi PT Sawit Multi Utama
457.225.863
-
301.000.000
-
-
Piutang lain-lain - tidak lancar Pihak berelasi lainnya PT Pelayaran Lingga Marintama PT Central Kalimantan Abadi PT Mendawai Putra PT Amprah Mitra Jaya PT Erythrina Nugrahamegah PT Tatal Engineering PT Sulung Ranch PT Media Kalimantan CV Dona Doni CV Dua Putri Sabran Effendi PT Menthobi Sawit Jaya CV Dwita Perdana Hj Hayanah CV Anindya Putra (sebelumnya: Sunardi) H Ruslan CV Garnis CV Indah Jaya H Sugianto PT Mandiri Indah Lestari PT Nusantara Jaya Sentosa PT Prima Nusantara Abadi PT Seruyan Sawit Lestari PT Lamandau Sawit Sejahtera H Bakah Soesilowati Alamsyah
Dalam Rupiah
-
-
110.950.325 107.556.267 95.674.814 94.876.386 54.369.070 24.971.309 17.487.462 5.594.328 3.795.387 2.755.968 1.955.746 1.827.555 1.217.035 507.469
76.886.856 83.407.636 24.305.923 55.289.902 45.100.896 11.210.962 4.896.828 5.723.183 2.337.203 1.209.739 1.016.367 1.279.103 555.969
58.351.023 33.460.876 1.996.646 16.575.321 15.691.777 6.595.780 3.689.698 3.661.615 1.496.874 32.582 1.297.040 702.933 555.969
-
-
488.319 146.704 39.382 16.554 4.299 958 508 350 -
1.116.908 175.985 50.161 140.000 958 508 350 106.797 10.000 -
114.427 363.437 140.000 958 508 350 350 50.263 10.000 52.300
In Rupiah Other receivables non-current Other related parties PT Pelayaran Lingga Marintama PT Central Kalimantan Abadi PT Mendawai Putra PT Amprah Mitra Jaya PT Erythrina Nugrahamegah PT Tatal Engineering PT Sulung Ranch PT Media Kalimantan CV Dona Doni CV Dua Putri Sabran Effendi PT Menthobi Sawit Jaya CV Dwita Perdana Hj Hayanah CV Anindya Putra (previously: Sunardi) H Ruslan CV Garnis CV Indah Jaya H. Sugianto PT Mandiri Indah Lestari PT Nusantara Jaya Sentosa PT Prima Nusantara Abadi PT Seruyan Sawit Lestari PT Lamandau Sawit Sejahtera H Bakah Soesilowati Alamsyah
Anggota manajemen kunci Ailita
-
-
1.534.618
-
-
Key management personel Ailita
-
-
525.770.813
314.822.234
144.840.727
F-176
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan) a.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
Piutang lain-lain dan pinjaman kepada pihak berelasi (lanjutan)
AND
a. Other receivables and loan to related parties (continued) 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Dalam Rupiah Jumlah piutang lain-lain dan pinjaman pihak berelasi Jumlah aset Sebagai persentase terhadap jumlah aset
2012
2011
2010
2009 In Rupiah
457.225.863
-
901.979.378
320.134.944
211.355.915
Other receivables and loan to - related parties
2.352.446.342
2.113.611.112
2.370.317.446
1.526.457.556
1.214.161.469
Total assets
19,44%
0%
38,05%
20,97%
17,40%
As percentage to total assets
Piutang lain-lain - pihak berelasi terutama merupakan dana talangan dan pinjaman modal kerja tanpa bunga yang diberikan oleh Grup kepada pihak-pihak berelasi.
Other receivables - related parties mainly represent non-interest bearing payments on behalf of the related parties and loan granted by the Group to its related parties.
Berdasarkan perjanjian antara Perseroan dan entitas anak (KSA dan MMS) dengan PT Citra Borneo Utama (CBU) dan PT Surya Borneo Industri (SBI) pada tanggal 20 Juni 2013, pinjaman - lancar dalam mata uang Rupiah kepada CBU and SBI dengan total Rp255.000.000 merupakan pinjaman yang dikenakan bunga di pasar (antara 9,25% 10,65% per tahun) sesuai dengan tingkat suku bunga yang berlaku dan akan jatuh tempo pada tanggal 20 Juni 2014.
Based on agreement between the Company and subsidiaries (KSA and MMS) with PT Citra Borneo Utama (CBU) and PT Surya Borneo Industri (SBI) dated June 20, 2013, loans - current in currency Rupiah to CBU and SBI totaling Rp255,000,000 represent interest bearing loan in accordance with the prevailing rate (ranged between 9.25% - 10.65% per annum) and will be due on June 20, 2014.
Berdasarkan perjanjian antara Perseroan dan entitas anak (KSA dan MMS) dengan SBI pada tanggal 29 Juni 2013, pinjaman dalam mata uang Rupiah kepada SBI sejumlah Rp202.225.863 merupakan pinjaman yang dikenakan bunga sesuai dengan tingkat suku bunga yang berlaku di pasar (antara 9,25% 10,65% per tahun) dan akan jatuh tempo pada tanggal 29 Juni 2014.
Based on agreement between the Company and subsidiaries (KSA and MMS) with SBI dated June 29, 2013, loans in currency Rupiah to SBI totaling to Rp Rp202,225,863 represent interest bearing loan in accordance with the prevailing rate (ranged between 9.25% - 10.65% per annum) and will be due on June 29, 2014.
F-177
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan) a.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
AND
Piutang lain-lain dan pinjaman kepada pihak berelasi (lanjutan)
a. Other receivables and loan to related parties (continued)
Berdasarkan perjanjian antara Perseroan dengan PT Tanjung Sawit Abadi dan PT Sawit Multi Utama pada tanggal 7 April 2011, pinjaman dalam mata uang Rupiah kepada PT Tanjung Sawit Abadi dan PT Sawit Multi Utama merupakan pinjaman yang dikenakan bunga sesuai dengan tingkat suku bunga yang berlaku. Di tahun 2012, fasilitas pinjaman tersebut dikenakan tingkat bunga yang berkisar antara 9,5% sampai 10% (2011: 10,00% sampai 10,87%) per tahun dan telah dilunasi pada tanggal 31 Desember 2012 melalui novasi kepada CBI.
Based on agreement between the Company, PT Tanjung Sawit Abadi and PT Sawit Multi Utama dated April 7, 2011 loan in currency Rupiah to PT Tanjung Sawit Abadi dan PT Sawit Multi Utama represent interest bearing loan in accordance with the prevailing rate. In 2012, the loan facility bears interest at the rates ranging from 9.5% to 10.0% per annum (2011: 10.00% to 10.87% per annum) which has been settled to novation to CBI on December 31, 2012.
Saldo piutang usaha, piutang lain-lain dan pinjaman - pihak berelasi - lancar pada akhir tahun tidak memiliki jaminan. Tidak ada surat jaminan yang diterima untuk piutang usaha, piutang lain-lain dan pinjaman - pihak berelasi. Untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2013, tidak terdapat penurunan nilai piutang usaha, piutang lainlain dan pinjaman - pihak berelasi (2012, 2011, 2010 dan 2009: Nihil). Penilaian ini dilakukan setiap akhir periode pelaporan dengan memeriksa posisi keuangan dan pasar dimana pihak berelasi beroperasi.
Outstanding balances of trade receivable, other receivables and loan - related parties at year-end are unsecured. There have been no guarantees received for trade receivables, other receivables and loan - related parties. For the six-month period ended June 30, 2013, there is no impairment of trade receivable, other receivables and loan related parties (2012, 2011, 2010 and 2009: Nil). This assessment is undertaken at the end of reporting period through examining the financial position of the related parties and the market in which the related parties operate.
b. Utang usaha dan lain-lain - pihak berelasi
b. Trade and other payables - related parties 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Dalam Rupiah Utang usaha Pihak berelasi lainnya Hj Siti Hadijah Hj Hayanah Hj Asih CV Enam Saudara PT Sawit Multi Utama PT Menthobi Sawit Jaya Others
Dalam Rupiah Utang lain-lain - jangka pendek Entitas yang memiliki pengaruh signifikan terhadap Grup PT Citra Borneo Indah Pihak berelasi lainnya PT Sawit Multi Utama CV Garnis PT Tanjung Sawit Abadi CV Dwita Perdana
2012
2011
2010
2009
-
1.200 -
4.115.915 1.252.670 1.050.847 786.668
85.205 6.429.794 3.662.482 1.093.007 3.239.914 2.873.257 824.885
867.686 439.298 148.884 156.746
-
1.200
7.206.100
18.208.544
1.612.614
In Rupiah Trade payables Other related parties Hj Siti Hadijah Hj Hayanah Hj Asih CV Enam Saudara PT Sawit Multi Utama PT Menthobi Sawit Jaya Others
In Rupiah Other payables - current
9.273.434
-
90.759
-
-
Entity which has significant influence to Group PT Citra Borneo Indah
-
3.057.644 440.484 183.235 10.154
2.621.986 6.337 -
18.066.908 905.733 -
462.950 -
Other related parties PT Sawit Multi Utama CV Garnis PT Tanjung Sawit Abadi CV Dwita Perdana
9.273.434
3.691.517
2.719.082
18.972.641
462.950
F-178
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
b. Utang usaha dan lain-lain - pihak berelasi (lanjutan)
AND
b. Trade and other payables - related parties (continued) 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Dalam Rupiah Utang lain-lain - jangka panjang Pihak berelasi lainnya Kalimantan Import & Export Pte. Ltd PT Erythrina Nugrahamegah PT Central Kalimantan Abadi PT Amprah Mitra Jaya PT Mendawai Putra PT Pelayaran Lingga Marintama CV Alamsyah CV Bayu Mandala Puttra CV Anindya Putra (sebelumnya: Sunardi) CV Garnis Sarwani Abdul Rasyid Akhmad Saleh CV Lisa Jaya CV Dona Doni CV Dwita Perdana PT Lamandau Sawit Sejahtera H Bakah CV Dua Putri Anggota manajemen kunci Hendra Lesmana
Jumlah utang usaha, utang lain-lain dan pinjaman pihak berelasi Jumlah liabilitas Sebagai persentase terhadap jumlah liabilitas
2012
2011
2010
2009
-
-
39.127.449 13.639.715 10.565.447 8.099.098 2.381.282 1.928.311 1.285.196 1.125.352
292.645.999 14.554.125 4.088.303 7.153.313 5.303.550 4.972.267 870.501 1.089.242
359.448.644 7.911.723 1.572.071 5.085.134 7.550.712 8.587 1.107.743
-
-
1.101.341 433.978 418.826 392.000 168.612 122.528 46.223
1.642.470 426.253 31.920 1.009.050 132.730
338.239 23.340 280.493 -
-
-
7.510 -
7.510 428.134 -
19.266
In Rupiah Other payables - non-current Other related parties Kalimantan Import & Export Pte. Ltd PT Erythrina Nugrahamegah PT Central Kalimantan Abadi PT Amprah Mitra Jaya PT Mendawai Putra PT Pelayaran Lingga Marintama CV Alamsyah CV Bayu Mandala Putra CV Anindya Putra (previously: Sunardi) CV Garnis Sarwani Abdul Rasyid Akhmad Saleh CV Lisa Jaya CV Dona Doni CV Dwita Perdana PT Lamandau Sawit Sejahtera H Bakah CV Dua Putri
-
-
10.905
-
-
Key management personel Hendra Lesmana
-
-
80.853.773
334.355.367
383.345.952
9.273.434
3.692.717
90.778.955
371.536.552
385.421.516
Trade payables, other payables and loan from - related parties
1.412.432.103
1.647.569.968
1.851.866.426
1.234.869.762
1.145.094.798
Total liabilities
33,66%
As percentage to total liabilities
0,66%
0,22%
4,90%
30,09%
Utang usaha - pihak berelasi terutama merupakan utang yang timbul akibat pembelian tandan buah segar (TBS).
Trade payables - related parties mainly represent payables arising from purchase of fresh fruit bunches (FFB).
Utang usaha - pihak berelasi tidak berbunga dan pada umumnya dilunasi dalam jangka waktu 30 - 60 hari.
Trade payables - related parties are noninterest bearing and are normally settled on 30 - 60 days’ terms.
Utang lain-lain - pihak berelasi terutama merupakan dana talangan, utang atas jasa yang diberikan dan pinjaman modal kerja tanpa bunga yang diterima oleh Grup dari pihak-pihak berelasi.
Other payables - related parties mainly represent non-interest bearing payments on behalf of the Company, payable from services rendered and loan obtained by the Group from its related parties.
Saldo utang usaha dan utang lain-lain - pihak berelasi pada akhir periode/tahun tidak memiliki jaminan. Tidak ada surat jaminan yang diberikan untuk utang lain-lain - pihak berelasi.
Outstanding balances of trade payables and other payables - related parties at periodend/year-end are unsecured. There have been no guarantees provided for any other payables - related parties.
F-179
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
c. Pembelian dari pihak berelasi
c.
30 Juni/June 30, 2013 Dalam Rupiah Pihak berelasi lainnya PT Sawit Multi Utama PT Tanjung Sawit Abadi Hj Hayanah CV Enam Saudara PT Menthobi Sawit Jaya Hj Asih Maman Firmansyah CV Rizky CV Adhita Karya Abadi Hj Siti Hadijah PT Mendawai Putra PT Amprah Mitra Jaya CV Dona Doni PT Central Kalimantan Abadi PT Erythrina Nugrahamegah Hj Hairatul
AND
Purchases from related parties
31 Desember/December 31,
2012
2012
2011
2010
64.652.901 27.012.818 26.638.299 23.373.854 20.864.243 1.333.735 582.594 245.968 -
31.554.264 5.550.963 32.578.251 19.102.573 21.137.044 7.153.605 219.904 7.611.307 -
63.302.134 16.376.569 70.437.218 46.630.063 38.739.436 15.202.406 757.373 13.921.756 537.219 63.086 -
45.404.310 1.166.569 37.780.532 15.896.030 33.027.510 9.629.196 181.624 7.265.511 25.832 31.298 1.674.190 1.449.211 73.838 68.660 2.159 -
21.956.892 2.529.958 23.992.844 10.768.554 315.659 104.212 1.084.289
In Rupiah Other related parties PT Sawit Multi Utama PT Tanjung Sawit Abadi Hj Hayanah CV Enam Saudara PT Menthobi Sawit Jaya Hj Asih Maman Firmansyah CV Rizky CV Adhita Karya Abadi Hj Siti Hadijah PT Mendawai Putra PT Amprah Mitra Jaya CV Dona Doni PT Central Kalimantan Abadi PT Erythrina Nugrahamegah Hj Hairatul
Jumlah pembelian
164.704.412
124.907.911
265.967.260
153.676.470
60.752.408
Total purchases
Jumlah beban pokok penjualan
487.203.390
472.405.871
891.088.320
586.490.983
431.161.103
Total cost of sales
26,44%
29,85%
26,20%
14,09%
As percentage to total cost of sales
Sebagai persentase terhadap jumlah beban pokok penjualan
d. Pendapatan berelasi
jasa
33,81%
titip
olah
dari pihak
d.
30 Juni/June 30, 2013 Dalam Rupiah Pihak berelasi lainnya PT Sawit Multi Utama PT Tanjung Sawit Abadi
Jumlah pendapatan jasa titip olah (Catatan 30) Sebagai persentase terhadap jumlah pendapatan jasa titip olah
Tolling income from related parties
31 Desember/December 31,
2012
2012
2011
2010 In Rupiah Other related parties PT Sawit Multi Utama PT Tanjung Sawit Abadi
2.675.731 1.115.616
-
-
-
-
3.791.347
-
-
-
-
3.791.347
-
-
-
-
Total tolling income (Note 30)
100%
-
-
-
-
As percentage to total tolling income
F-180
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan) e.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
Rincian jenis transaksi dan sifat hubungan dengan pihak berelasi adalah sebagai berikut: No.
Sifat hubungan dengan pihak berelasi/ Nature of relatedparties
e.
Nature of transactions and relationships with related parties, are as follows:
Pihak berelasi/ Related parties
1.
Entias yang memiliki pengaruh signifikan terhadap Grup/Entity which has significant influence to the Group
PT Citra Borneo Indah
2.
Pihak berelasi lainnya/ Other related parties
PT Sawit Multi Utama
AND
Transaksi/Transactions Dana talangan, uang muka pembelian aset tetap (Catatan 15) dan pembayaran atas uang muka proyek pengembangan usaha (Catatan 14)/ Payments on behalf of the related party, payment of advance for purchase of fixed assets (Note 15) and business development project (Note 14). Pembelian bahan baku, pendapatan titip olah, pinjaman, dan dana talangan/Purchase of raw materials, tolling income, loan and payments on behalf of the related party Pembelian bahan baku, pendapatan titip olah, pinjaman, dan dana talangan/Purchase of raw materials, tolling income, loan and payments on behalf of the related party Dana talangan/Payments on behalf of the related party Dana talangan/Payments on behalf of the related party
3.
PT Tanjung Sawit Abadi
4.
Sabran Effendi
5.
PT Pelayaran Marintama
6.
PT Sulung Ranch
Dana talangan/Payments on behalf of the related party
7.
PT Menthobi Sawit Jaya
Pembelian bahan baku dan dana talangan/Purchase of raw materials and payments on behalf of the related party
8.
Kalimantan Import Export Pte. Ltd.
9.
PT Mendawai Putra
Dana talangan/Payments on behalf of the related party
10.
Hj Hayanah
Pembelian bahan baku dan dana talangan/Purchase of raw materials and payments on behalf of the related party
11
Hj Asih
Pembelian bahan baku dan dana talangan/Purchase of raw materials and payments on behalf of the related party
12.
CV Dona Doni
Kontraktor dan dana talangan/Vendor payments on behalf of the related party
13.
PT Bank Perkreditan Rakyat Lingga Sejahtera
Kas dan setara kas/Cash and cash equivalents (Catatan 5/Note 5)
14.
PT Central Abadi
Dana talangan/Payments on behalf of the related party
15.
PT Media Kalimantan
Dana talangan/Payments on behalf of the related party
16.
CV Dua Putri
Dana talangan/Payments on behalf of the related party
Lingga
&
Kalimantan
F-181
Dana talangan/Payments on behalf of the related party
and
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan) e.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
Rincian jenis transaksi dan sifat hubungan dengan pihak berelasi adalah sebagai berikut: (lanjutan)
No.
Sifat hubungan dengan pihak berelasi/ Nature of relatedparties Pihak berelasi lainnya (lanjutan)/ Other related parties (continued)
e.
Pihak berelasi/ Related parties
AND
Nature of transactions and relationships with related parties, are as follows: (continued)
Transaksi/Transactions
Soesilowati
Dana talangan/Payments on behalf of the related party
18.
Hj Siti Hadijah
Pembelian tandan buah segar/Purchase of fresh fruit bunches
19.
CV Enam Saudara
Pembelian tandan buah segar dan dana talangan/Purchase of fresh fruit bunches and payments on behalf of the related party
20.
CV Dwita Perdana
Kontraktor dan dana talangan/Vendor and payments on behalf of the related party
21.
PT Erythrina Nugrahamegah
Dana talangan/Payment on behalf of related party
22.
PT Amprah Mitra Jaya
Dana talangan/Payment on behalf of related party
23.
H Soegianto
Dana talangan/Payment on behalf of related party
24.
CV Rizky
25.
Maman Firmansyah
Pembelian tandan buah segar dan dana talangan/Purchase of fresh fruit bunches and payments on behalf of the related party Pembelian tandan buah segar/Purchase of fresh fruit bunches
26.
CV Adhita Karya Abadi
Pembelian tandan buah segar/Purchase of fresh fruit bunches
27.
H Bakah
Dana talangan/Payment on behalf of related party
28.
CV Indah Jaya
Dana talangan/Payment on behalf of related party
29.
PT Citra Borneo Utama
Pinjaman/Loan
30.
PT Surya Borneo Industri
Pinjaman/Loan
17.
F-182
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan) e.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
Rincian jenis transaksi dan sifat hubungan dengan pihak berelasi adalah sebagai berikut: (lanjutan)
No.
Sifat hubungan dengan pihak berelasi/ Nature of related parties Pihak berelasi lainnya (lanjutan)/ Other related parties (continued)
e.
Pihak berelasi/ Related parties
AND
Nature of transactions and relationships with related parties, are as follows: (continued)
Transaksi/Transactions
PT Seruyan Sawit Lestari
Dana talangan/Payments on behalf of the related party
PT Prima Nusantara Abadi
Dana talangan/Payments on behalf of the related party
33.
PT Lamandau Sawit Sejahtera
Dana talangan/Payments on behalf of the related party
34.
CV Alamsyah
Kontraktor dan dana talangan/vendor and payment on behalf of related party
35.
CV Lisa Jaya
Dana talangan/Payments on behalf of the related party
36.
PT Tatal Engineering
Dana talangan/Payments on behalf of the related party
37.
PT Mandiri Indah Lestari
Dana talangan/Payments on behalf of the related party
38.
CV Anindya Putra
Kontraktor dan dana talangan/Vendor and payment on behalf of related party
39.
Sarwani
Kontraktor dan dana talangan/Vendor and payment on behalf of related party
40.
CV Garnis
Kontraktor dan dana talangan/Vendor and payment on behalf of related party
41.
PT Nusantara Jaya Sentosa
Dana talangan/Payment on behalf of related party
42.
H Ruslan
Dana talangan/Payment on behalf of related party
43.
Hj Hairatul
Dana talangan/Payment on behalf of related party
44.
Abdul Rasyid Akhmad Saleh
Dana talangan/Payment on behalf of related party
31.
32.
F-183
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 33. SALDO DAN TRANSAKSI BERELASI (lanjutan) e.
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
DENGAN PIHAK
33. RELATED PARTIES BALANCES TRANSACTIONS (continued)
Rincian jenis transaksi dan sifat hubungan dengan pihak berelasi adalah sebagai berikut: (lanjutan)
No. 45.
46.
47.
Sifat hubungan dengan pihak berelasi/ Nature of related parties Pihak berelasi lainnya (lanjutan)/ Other related parties (continued) Anggota manajemen kunci/Key management personel
e.
AND
Nature of transactions and relationships with related parties, are as follows: (continued)
Pihak berelasi/ Related parties
Transaksi/Transactions
CV Bayu Mandala Putra
Dana talangan/Payment on behalf of related party
Ailita
Dana talangan/Payment on behalf of related party
Hendra Lesmana
Dana talangan/Payment on behalf of related party
34. NILAI WAJAR DARI INSTRUMEN KEUANGAN
34. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the Group’s carrying value of financial instruments that are considered close to their fair value at the date of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009:
Tabel berikut menyajikan nilai tercatat instrumen keuangan Grup yang dianggap mendekati nilai wajarnya pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009:
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Aset keuangan Pinjaman yang diberikan dan piutang Kas dan setara kas Kas dan setara kas yang dibatasi penggunaannya Piutang usaha Pihak ketiga - lancar Piutang lain-lain Pihak berelasi - lancar Pihak ketiga - lancar Pinjaman kepada pihak berelasi Piutang lain-lain - pihak berelasi - tidak lancar Aset keuangan tersedia untuk dijual Investasi saham
2012
2011
2010
2009 Financial assets
127.167.609
416.254.025
137.756.167
81.377.643
52.193.394
-
4.000.000
4.000.000
4.000.000
-
8.461.638
15.347.528
2.456.017
-
-
9.595.136 457.225.863
8.060.722 -
75.208.565 8.392.011 301.000.000
5.312.710 1.291.284 -
66.515.187 1.736.017 -
-
-
525.770.813
314.822.234
144.840.727
95.200.000
200.000
10.000
-
-
697.650.246
443.862.275
1.054.593.573
406.803.871
265.285.325
F-184
Loans and receivables Cash and cash equivalents Restricted cash and cash equivalents Trade receivable Third parties - current Other receivables Related parties - current Third parties - current Loan to related parties Other receivables - related parties - non-current Available-for-sale financial asset Investment in shares of stock
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
34. NILAI WAJAR DARI INSTRUMEN KEUANGAN (lanjutan)
34. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
Tabel berikut menyajikan nilai tercatat instrumen keuangan Grup yang dianggap mendekati nilai wajarnya pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009: (lanjutan)
The following table presents the Group’s carrying value of financial instruments that are considered close to their fair value at the date of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009: (continued) 31 Desember/December 31,
30 Juni 2013/ June 30, 2013 Liabilitas keuangan Utang dan pinjaman Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas imbalan kerja karyawan jangka pendek Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang jatuh tempo dalam satu tahun Utang lain-lain - pihak berelasi jangka panjang Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan - setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka pajang setelah dikurangi bagian jatuh tempo dalam satu tahun
2012
2011
2010
2009
11.381.096
14.209.312
12.605.961
8.171.023
5.157.302
178.300.000
174.200.000
121.500.000
538.831.143
38.500.000
-
-
80.853.773
334.355.367
383.345.952
Financial liabilities Loans and borrowings Short-term bank loan Trade payables Related parties Third parties Accrued expenses Other payables Related parties Third parties Short-term employee benefit liabilities Current maturities of consumer finance liabilities Current maturities of finance lease liabilites Current maturities of long- term bank loan Other payables - related parties non current
2.719.842
7.584.989
3.856.547
3.319.539
6.056.205
Consumer finance liabilities - net of current maturities
4.365.096
9.496.264
13.804.880
10.389.657
3.868.624
Finance lease liabilites - net of current maturities
947.300.000
1.038.500.000
1.142.500.000
-
518.270.299
Long-term bank loan net of maturities
1.332.927.427
1.445.327.464
1.597.425.910
1.057.620.877
1.047.323.479
66.000.000
66.000.000
36.000.000
16.000.000
16.000.000
15.590.384 37.483.627
1.200 24.749.558 35.588.294
7.206.100 72.298.068 41.995.689
18.208.544 58.920.761 4.728.276
1.612.614 38.704.703 7.236.099
9.273.434 34.224.640
3.691.517 45.284.221
2.719.082 35.261.283
18.972.641 23.461.492
462.950 8.473.423
16.374.879
19.551.374
22.422.199
16.820.935
14.449.569
9.914.429
6.470.735
4.402.328
5.441.499
5.185.739
Nilai wajar didefinisikan sebagai jumlah dimana instrumen tersebut dapat dipertukarkan di dalam transaksi kini antara pihak yang berkeinginan dan memiliki pengetahuan yang memadai melalui suatu transaksi yang wajar, selain di dalam penjualan terpaksa atau penjualan likuidasi. Nilai wajar didapatkan dari kuotasi harga pasar dan model arus kas diskonto.
Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in a forced or liquidation sale. Fair values are obtained from quoted market prices and discounted cash flow models.
Grup menggunakan hierarki berikut ini untuk menentukan dan mengungkapkan nilai wajar instrumen keuangan:
The Group uses the following hierarchy for determining and disclosing the fair value offinancial instruments:
x
Tingkat 1:
x
Nilai wajar diukur berdasarkan pada harga kuotasi (tidak disesuaikan) dalam pasar aktif untuk aset atau liabilitas sejenis.
F-185
Level 1: Fair values measured based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
34. NILAI WAJAR DARI INSTRUMEN KEUANGAN (lanjutan)
34. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
Grup menggunakan hierarki berikut ini untuk menentukan dan mengungkapkan nilai wajar instrumen keuangan: (lanjutan)
The Group uses the following hierarchy for determining and disclosing the fair value offinancial instruments: (continued)
x
Tingkat 2:
Nilai wajar diukur berdasarkan teknik-teknik valuasi, yaitu untuk seluruh input yang diketahui baik secara langsung ataupun tidak langsung memiliki dampak signifikan atas nilai wajar tercatat.
x
Level 2:
Fair values measured based on valuation techniques for which all inputs which have a significant effect on the recorded fair values are observable, either directly or indirectly.
x
Tingkat 3:
Nilai wajar diukur berdasarkan teknik-teknik valuasi, yaitu untuk seluruh input yang tidak dapat diketahui baik secara langsung ataupun tidak langsung memiliki dampak signifikan atas nilai wajar tercatat.
x
Level 3:
Fair values measured based on valuation techniques for which any inputs which have a significant effect on the recorded fair value that are not based on observable market data (unobservable inputs).
Instrumen keuangan yang disajikan di dalam laporan posisi keuangan konsolidasian dicatat sebesar nilai wajar atau biaya perolehan diamortisasi, jika tidak, disajikan dalam jumlah tercatat apabila jumlah tersebut mendekati nilai wajarnya atau nilai wajarnya tidak dapat diukur secara handal.
Financial instruments presented in the consolidated statements of financial position are carried at fair value or amortized cost, otherwise, they are presented at carrying values as either these are reasonable approximation of fair values or their fair values cannot be reliably measured.
Berikut ini adalah metode dan asumsi yang digunakan dalam mengestimasi nilai wajar dari setiap golongan instrumen keuangan Grup:
The following are the methods and assumptions to estimate the fair value of each class of the Group’s financial instruments:
1. Kas dan setara kas, kas dan setara kas yang dibatasi penggunaannya, piutang usaha pihak ketiga dan piutang lain-lain - pihak ketiga dan pihak berelasi.
1. Cash and cash equivalents, restricted cash and cash equivalents, trade receivable third parties, and other receivables - third parties and related parties.
Untuk aset keuangan yang akan jatuh tempo dalam waktu 12 bulan, nilai tercatat aset keuangan tersebut dianggap telah mencerminkan nilai wajar dari aset keuangan tersebut.
For financial assets that are due within 12 months, the carrying values of the financial assets approximate their fair values.
2. Utang usaha, utang lain-lain dan beban akrual.
2. Trade payables, other payables and accrued expenses.
Seluruh liabilitas keuangan di atas merupakan liabilitas yang akan jatuh tempo dalam waktu 12 bulan sehingga nilai tercatat liabilitas keuangan tersebut telah mencerminkan nilai wajar.
All of the above financial liabilities are due within 12 months, thus, the carrying value of the financial liabilities approximate their fair value.
F-186
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
34. NILAI WAJAR DARI INSTRUMEN KEUANGAN (lanjutan)
34. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
Berikut ini adalah metode dan asumsi yang digunakan dalam mengestimasi nilai wajar dari setiap golongan instrumen keuangan Grup: (lanjutan)
The following are the methods and assumptions to estimate the fair value of each class of the Group’s financial instruments: (continued)
3. Pinjaman kepada pihak berelasi, utang bank, pinjaman dari pihak berelasi, liabilitas pembiayaan konsumen, dan liabilitas sewa pembiayaan.
3. Loans to related parties, bank loan, consumer finance liabilities and finance lease liabilities.
Pinjaman kepada pihak berelasi dan seluruh liabilitas keuangan di atas memiliki suku bunga variabel yang disesuaikan dengan pergerakan suku bunga pasar sehingga jumlah terutang liabilitas keuangan tersebut telah mendekati nilai wajar.
Loans to related parties and all of the above financial liabilities have floating interest rates which are adjusted based on the movements of the market interest rates, thus the payable amounts of this financial liability approximate its fair values. 4. Investment in shares of stock
4. Investasi saham
Investment in shares of stock in unquoted market representing equity ownership interest below 20%, are carried at cost as their fair value cannot be reliably measured.
Investasi saham yang tidak memiliki kuotasi pasar dengan kepemilikan saham di bawah 20%, dicatat pada biaya perolehan karena nilai wajarnya tidak dapat diukur secara handal. 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s financial liabilities comprise trade payables, other payables, accrued expenses, short-term employee benefits liabilities, short-term bank loans, consumer finance liabilities, finance lease liabilities and long-term bank loan. The main purpose of these financial liabilities is to raise financing for the Group’s operations. The Group has financial assets including cash and cash equivalents, restricted cash and cash equivalents, trade receivables, other receivables, loans to related parties and investment in shares of stock.
Liabilitas keuangan Grup terdiri dari utang usaha, utang lain-lain, beban akrual, liabilitas imbalan kerja karyawan jangka pendek, pinjaman bank jangka pendek, liabilitas pembiayaan konsumen, liabilitas sewa pembiayaan dan utang bank jangka panjang. Tujuan utama dari liabilitas keuangan adalah untuk meningkatkan keuangan operasi Grup. Grup memiliki aset keuangan meliputi kas dan setara kas, kas dan setara kas yang dibatasi penggunaannya, piutang usaha, piutang lain-lain, pinjaman kepada pihak berelasi dan invetasi saham.
F-187
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Grup menghadapi risiko pasar, risiko tingkat suku bunga, risiko kredit dan risiko likuiditas. Manajemen Perseroan mengawasi manajemen risiko dari risikorisiko tersebut. Mengelola risiko ini merupakan bagian dari proses manajemen risiko Grup. Direksi menelaah dan menyetujui kebijakan untuk mengelola setiap risiko sebagai berikut.
The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk. The Company's Management oversees the management of these risks. Managing these risks is part of the Group’s risk management process. The Directors review and agree policies for managing each of these risks which are summarized below.
Risiko pasar
Market risk
Risiko pasar merupakan risiko dimana nilai wajar dari arus kas masa depan dari instrumen keuangan akan berfluktuasi disebabkan oleh perubahan harga pasar. Harga pasar terdiri dari dua jenis risiko: risiko mata uang asing dan risiko harga komoditas. Instrumen keuangan dipengaruhi oleh risiko pasar termasuk kas dan setara kas dan utang usaha.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise two types of risk: foreign currency risk and commodity price risk. Financial instruments affected by market risk include cash and cash equivalents and trade payables.
a.
a.
Risiko mata uang asing
Foreign currency risk
Mata uang pelaporan Grup adalah Rupiah. Perseroan dapat menghadapi risiko nilai tukar mata uang asing karena penjualan dan biaya beberapa pembelian dalam mata uang asing (terutama Dolar AS) atau harga yang secara signifikan dipengaruhi oleh perubahan nilai tukar mata uang asing. Tidak ada kebijakan formal lindung nilai sehubungan dengan eksposur valuta asing. Ekposur terhadap risiko nilai tukar dipantau secara berkelanjutan.
The Group’s reporting currency is the Rupiah. The Company faces foreign exchange risk as its sales and the costs of certain purchases are either denominated in foreign currency (mainly US Dollar) or whose price is significantly influenced by movements in foreign currencies. There is no formal hedging policy with respect to foreign exchange exposures. Exposure to exchange risk is monitored on an ongoing basis.
Tabel berikut ini menunjukan sensitivitas kemungkinan perubahan tingkat nilai tukar Rupiah terhadap mata uang asing, dengan asumsi variabel lain konstan, dampak terhadap laba sebelum beban pajak sebagai berikut:
The following table demonstrates the sensitivity to a reasonably possible change in the Rupiah exchange rate against the foreign currency, with all other variables held constant, the effect to the consolidated income before tax expense is as follows: Dampak terhadap laba sebelum beban pajak konsolidasian/ Effect on consolidated income before tax expense
Perubahan tingkat Rp/ Change in Rp rate 30 Juni 2013 Dolar AS Dolar AS
10% -10%
77.106 (77.106)
June 30, 2013 US Dollar US Dollar
31 Desember 2012 Dolar AS Dolar AS
10% -10%
1.218.405 (1.218.405)
December 31, 2012 US Dollar US Dollar
F-188
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko pasar (lanjutan)
Market risk (continued) a.
a. Risiko mata uang asing (lanjutan)
Dampak terhadap laba sebelum beban pajak konsolidasian/ Effect on consolidated income before tax expense
Perubahan tingkat Rp/ Change in Rp rate
b.
Foreign currency risk (continued)
31 Desember 2011 Dolar AS Dolar AS Euro Euro
10% -10% 10% -10%
10.209.433 (10.209.433) (431) 431
December 31, 2011 US Dollar US Dollar Euro Euro
31 Desember 2010 Dolar AS Dolar AS
10% -10%
(1.299) 1.299
December 31, 2010 US Dollar US Dollar
1 Januari 2010/31 Desember 2009 Dolar AS Dolar AS
10% -10%
5 (5)
January 1, 2010/December 31, 2009 US Dollar US Dollar
b.
Risiko harga komoditas
Commodity price risk
Grup terkena dampak risiko harga komoditas yang dipengaruhi oleh beberapa faktor, antara lain cuaca, kebijakan pemerintah, tingkat permintaan dan penawaran pasar dan lingkungan ekonomi global. Dampak tersebut terutama timbul dari penjualan produk kelapa sawit, di mana marjin laba atas penjualan produk kelapa sawit tersebut terpengaruh fluktuasi harga pasar internasional.
The Group is exposed to commodity price risk due to certain factors such as weather, government policy, level of demand and supply in the market and the global economic environment. Such exposure mainly arises from its sales of oil palm products where the profit margin on sale of oil palm products may be affected from international market prices fluctuations.
Tidak ada kebijakan formal lindung nilai sehubungan dengan eksposur risiko harga komoditas. Eksposur terhadap risiko harga komoditas dipantau secara berkelanjutan.
There is no formal hedging policy with respect to the commodity price risk. Exposure to the commodity price risk is monitored on an ongoing basis.
F-189
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko tingkat suku bunga
Interest rate risk
Risiko tingkat suku bunga Grup terutama timbul dari pinjaman untuk tujuan modal kerja dan investasi. Pinjaman pada berbagai tingkat suku bunga variabel menunjukkan Grup kepada nilai wajar risiko tingkat suku bunga. Tidak ada kebijakan formal lindung nilai sehubungan dengan eksposur tingkat bunga. Eksposur terhadap risiko tingkat bunga dipantau secara berkelanjutan.
The Group's interest rate risk mainly arises from loans for working capital and investment purposes. Loans at variable rates expose the Group to fair value interest rate risk. There is no formal hedging policy with respect to interest rate exposures. Exposure to interest rate risk is monitored on an ongoing basis.
Tabel berikut ini menunjukan sensitivitas kemungkinan perubahan tingkat suku bunga pinjaman. Dengan asumsi variabel lain konstan, laba sebelum pajak konsolidasian dipengaruhi oleh tingkat suku bunga mengambang sebagai berikut:
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans. With all other variables held constant, the consolidated income before tax expense is affected through the impact on floating rate loans as follows:
Kenaikan/ penurunan dalam satuan poin/ Increase/ decrease In basis point
Dampak terhadap laba sebelum beban pajak konsolidasian/ Effect on consolidated income before tax expense
30 Juni 2013 Rupiah Dollar AS Rupiah Dollar AS
+100 +100 -100 -100
(7.250.747) 6.101 7.250.747 (6.101)
June 30, 2013 Rupiah US Dollar Rupiah US Dollar
31 Desember 2012 Rupiah Dollar AS Rupiah Dollar AS
+100 +100 -100 -100
(9.123.823) 121.750 9.123.823 (121.750)
December 31, 2012 Rupiah US Dollar Rupiah US Dollar
31 Desember 2011 Rupiah Dollar AS Rupiah Dollar AS
+100 +100 -100 -100
(9.244.852) 991.387 9.244.852 (991.387)
December 31, 2011 Rupiah US Dollar Rupiah US Dollar
31 Desember 2010 Rupiah Dollar AS Rupiah Dollar AS
+100 +100 -100 -100
(5.208.689) 1.928 5.208.689 (1.928)
December 31, 2010 Rupiah US Dollar Rupiah US Dollar
1 Januari 2010/31 Desember 2009 Rupiah Dollar AS Rupiah Dollar AS
+100 +100 -100 -100
(2.383.490) (3.573) 2.383.490 3.573
January 1, 2010/December 31, 2009 Rupiah US Dollar Rupiah US Dollar
F-190
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko kredit
Credit risk
Risiko kredit yang dihadapi oleh Grup berasal dari kredit yang diberikan kepada pelanggan. Untuk meringankan resiko ini, ada kebijakan untuk memastikan penjualan produk hanya dibuat kepada pelanggan yang dapat dipercaya dan terbukti mempunyai sejarah kredit yang baik. Sebagai tambahan, saldo piutang dipantau secara terus menerus untuk mengurangi kemungkinan piutang yang tidak tertagih.
The Group is exposed to credit risk arising from the credit granted to its customers. To mitigate this risk, it has policies in place to ensure that sales of products are made only to creditworthy customers with proven track record or good credit history. In addition, receivable balances are monitored on an ongoing basis to reduce the Company's exposure to bad debts.
Risiko likuiditas
Liquidity risk
Risiko likuiditas adalah risiko bahwa Grup akan mengalami kesulitan dalam memenuhi liabilitas keuangan karena kekurangan dana.
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligation due to shortage of liquidity.
Grup mengelola profil likuiditasnya untuk dapat mendanai pengeluaran modalnya dan mengelola utang yang jatuh tempo dengan mengatur kas dan ketersediaan pendanaan melalui jumlah fasilitas kredit berkomitmen yang cukup.
The Group manages its liquidity profile to be able to finance its capital expenditure and service its maturing debts by maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities.
Tabel berikut ini menunjukan profil jangka waktu pembayaran liabilitas Grup berdasarkan pembayaran dalam kontrak.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments.
Kurang dari 1 tahun/ Less than 1 year
1-2 tahun/ 1-2 years
2-5 tahun/ 2-5 years
>5 tahun/ >5 years
Total/ Total
30 Juni 2013 Utang bank jangka pendek Utang usaha Pihak ketiga Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang yang jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka pendek Saldo dipindahkan
June 30, 2013 66.000.000
-
-
-
66.000.000
15.590.384 37.483.627
-
-
-
15.590.384 37.483.627
9.273.434 34.224.640
-
-
-
9.273.434 34.224.640
Short-term bank loan Trade payables Third parties Accrued expenses Other payables Related parties Third parties
9.914.429
Current maturities of consumer finance liabilities
11.381.096
Current maturities of finance lease liabilities
9.914.429
11.381.096
-
-
-
-
-
-
178.300.000
-
-
-
178.300.000
16.374.879
-
-
-
16.374.879
378.542.489
-
-
-
F-191
Long-term bank loans - current maturities Short-term employee benefits liabilities
378.542.489 Balance carried forward
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko likuiditas (lanjutan)
Liquidity risk (continued)
Tabel berikut ini menunjukan profil jangka waktu pembayaran liabilitas Grup berdasarkan pembayaran dalam kontrak: (lanjutan)
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments: (continued)
Kurang dari 1 tahun/ Less than 1 year
1-2 tahun/ 1-2 years
2-5 tahun/ 2-5 years
>5 tahun/ >5 years
Total/ Total
30 Juni 2013 (lanjutan) Saldo pindahan Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang - setelah dikurangi bagian jatuh tempo dalam satu tahun
378.542.489
-
-
-
1.550.928
3.210.256
-
1.168.914
1.154.840
-
-
-
378.542.489
2.719.842
Consumer finance liabilities - net of current maturitites
4.365.096
Finance lease liabilities - net of current maturities
-
140.000.000
807.300.000
-
947.300.000
378.542.489
144.761.184
809.623.754
-
1.332.927.427
31 Desember 2012 Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang yang jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka pendek Saldo dipindahkan
June 30, 2013 (continued) Balance brought forward
Long term bank loan - net of maturities
December 31, 2012 66.000.000
-
-
-
66.000.000
1.200 24.749.558 35.588.294
-
-
-
1.200 24.749.558 35.588.294
3.691.517 45.284.221
-
-
-
3.691.517 45.284.221
6.470.735
14.209.312
-
-
-
-
-
Current maturities of consumer finance 6.470.735 liabilities
-
Current maturities of finance lease liabilities
14.209.312
174.200.000
-
-
-
174.200.000
19.551.374
-
-
-
19.551.374
389.746.211
-
-
-
F-192
Short-term bank loan Trade payables Related parties Third parties Accrued expenses Other payables Related parties Third parties
Long-term bank loans - current maturities Short-term employee benefits liabilities
389.746.211 Balance carried forward
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko likuiditas (lanjutan)
Liquidity risk (continued)
Tabel berikut ini menunjukan profil jangka waktu pembayaran liabilitas Grup berdasarkan pembayaran dalam kontrak: (lanjutan)
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments: (continued)
Kurang dari 1 tahun/ Less than 1 year
1-2 tahun/ 1-2 years
2-5 tahun/ 2-5 years
>5 tahun/ >5 years
Total/ Total
31 Desember 2012 (lanjutan) Saldo pindahan Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang - setelah dikurangi bagian jatuh tempo dalam satu tahun
389.746.211
-
-
-
3.249.989
-
4.335.000
8.772.485
723.779
-
-
-
389.746.211
December 31, 2012 (continued) Balance brought forward
7.584.989
Consumer finance liabilities - net of current maturitites
9.496.264
Finance lease liabilities - net of current maturities Long term bank loan - net of maturities
-
378.400.000
608.704.000
51.396.000
1.038.500.000
389.746.211
390.422.474
613.762.779
51.396.000
1.445.327.464
31 Desember 2011 Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Beban akrual Utang lain-lain Pihak berelasi jangka pendek Pihak ketiga Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang - jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka pendek Saldo dipindahkan
December 31, 2011 36.000.000
-
-
-
36.000.000
7.206.100 72.298.068 41.995.689
-
-
-
7.206.100 72.298.068 41.995.689
2.719.082 35.261.283
-
-
-
2.719.082 35.261.283
Short-term bank loan Trade payables Related parties Third parties Accrued expenses Other payables Related parties short term Third parties
4.402.328
Current maturities of consumer finance liabilities Current maturities of finance lease liabilities
4.402.328
-
-
-
12.605.961
-
-
-
12.605.961
121.500.000
-
-
-
121.500.000
22.422.199
-
-
-
356.410.710
-
-
-
F-193
22.422.199
Long term bank loans - current maturities Short-term employee benefits liabilities
356.410.710 Balance carried forward
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko likuiditas (lanjutan)
Liquidity risk (continued)
Tabel berikut ini menunjukan profil jangka waktu pembayaran liabilitas Grup berdasarkan pembayaran dalam kontrak: (lanjutan)
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments: (continued)
Kurang dari 1 tahun/ Less than 1 year
1-2 tahun/ 1-2 years
2-5 tahun/ 2-5 years
>5 tahun/ >5 years
Total/ Total
31 Desember 2011 (lanjutan) Saldo pindahan Utang lain-lain pihak berelasi jangka panjang Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh dalam satu tahun Liabilitas sewa pembiayaan setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang - setelah dikurangi bagian jatuh tempo dalam satu tahun
356.410.710
-
-
-
356.410.710
-
80.853.773
-
-
80.853.773
December 31, 2011 (continued) Balance carried forward Other payables related parties long-term
3.856.547
Consumer finance liabilities - net of current maturities
13.804.880
Finance lease liabilities - net of current maturities Long term bank loan - net of maturities
-
-
2.781.703
10.022.140
1.074.844
3.782.740
-
-
-
376.500.000
766.000.000
-
1.142.500.000
356.410.710
470.157.616
770.857.584
-
1.597.425.910
31 Desember 2010 Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Beban akrual Utang lain-lain pihak berelasi jangka pendek Pihak ketiga Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka pendek Utang bank jangka panjang - jatuh tempo dalam satu tahun Saldo dipindahkan
December 31, 2010 16.000.000
-
-
-
16.000.000
18.208.544 58.920.761 4.728.276
-
-
-
18.208.544 58.920.761 4.728.276
18.972.641 23.461.492
-
-
-
18.972.641 23.461.492
Short-term bank loan Trade payables Related parties Third parties Accrued expenses Other payables Related parties short term Third parties
5.441.499
Current maturities of consumer finance liabilities
5.441.499
-
-
-
8.171.023
-
-
-
8.171.023
Current maturities of finance lease liabilities
16.820.935
-
-
-
16.820.935
Short-term employee benefit
538.831.143
-
-
-
538.831.143
Long term bank loans - current maturities
709.556.314
-
-
-
709.556.314 Balance carried forward
F-194
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko likuiditas (lanjutan)
Liquidity risk (continued)
Tabel berikut ini menunjukan profil jangka waktu pembayaran liabilitas Grup berdasarkan pembayaran dalam kontrak: (lanjutan)
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments: (continued)
Kurang dari 1 tahun/ Less than 1 year
1-2 tahun/ 1-2 years
2-5 tahun/ 2-5 years
>5 tahun/ >5 years
Total/ Total
31 Desember 2010 (lanjutan) Saldo pindahan Utang lain-lain pihak berelasi jangka panjang Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh dalam satu tahun Liabilitas sewa pembiayaan setelah dikurangi bagian jatuh tempo dalam satu tahun
709.556.314
-
-
-
-
334.355.367
-
2.843.906
475.633
-
-
-
709.556.314
December 31, 2010 (continued) Balance brought forward
334.355.367
Other payables related parties long-term
3.319.539
Consumer finance liabilities - net of current maturities
Finance lease liabilities - net of current maturities
-
6.551.851
3.837.806
-
10.389.657
709.556.314
343.751.124
4.313.439
-
1.057.620.877
1 Januari 2010/ 31 Desember 2009 Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Beban akrual Utang lain-lain pihak berelasi jangka pendek Pihak ketiga Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka pendek Utang bank jangka panjang - jatuh tempo dalam satu tahun Saldo dipindahkan
January 1, 2010/ December 31, 2009 16.000.000
-
-
-
16.000.000
1.612.614 38.704.703 7.236.099
-
-
-
1.612.614 38.704.703 7.236.099
462.950 8.473.423
-
-
-
462.950 8.473.423
Short-term bank loan Trade payables Related parties Third parties Accrued expenses Other payables Related parties short term Third parties
5.185.739
-
-
-
5.185.739
Current maturities of consumer finance liabilities
5.157.302
-
-
-
5.157.302
Current maturities of finance lease liabilities
14.449.569
-
-
-
14.449.569
Short-term employee benefit
38.500.000
-
-
-
38.500.000
Long term bank loans - current maturities
135.782.399
-
-
-
F-195
135.782.399 Balance carried forward
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 35. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
MANAJEMEN
35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Risiko likuiditas (lanjutan)
Liquidity risk (continued)
Tabel berikut ini menunjukan profil jangka waktu pembayaran liabilitas Grup berdasarkan pembayaran dalam kontrak. (lanjutan)
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments. (continued)
Kurang dari 1 tahun/ Less than 1 year
1-2 tahun/ 1-2 years
2-5 tahun/ 2-5 years
>5 tahun/ >5 years
Total/ Total
1 Januari 2010/ 31 Desember 2009 (lanjutan)
Saldo dipindahkan Utang lain-lain pihak berelasi jangka panjang Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh dalam satu tahun Liabilitas sewa pembiayaan setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang - setelah dikurangi bagian jatuh tempo dalam satu tahun
January 1, 2010/ December 31, 2009 (continued) 135.782.399
-
-
-
-
-
383.345.952
4.326.899
-
1.729.306
3.164.011
704.613
-
-
-
-
135.782.399
Balance brought forward
383.345.952
Other payables related parties long-term
6.056.205
Consumer finance liabilities - net of current maturities
3.868.624
Finance lease liabilities - net of current maturities Long term bank loan - net of maturities
-
518.270.299
-
-
518.270.299
135.782.399
909.107.161
2.433.919
-
1.047.323.479
36. INFORMASI SEGMEN
36. SEGMENT INFORMATION As of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009, the Group operates and manages its business in 1 (one) segment that is oil palm plantations and sells its products in 1 (one) region that is Central Kalimantan.
Pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009, Grup menjalankan dan mengelola usahanya dalam 1 (satu) segmen yaitu perkebunan kelapa sawit serta menjual produknya di 1 (satu) wilayah yaitu Kalimantan Tengah.
F-196
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
36. INFORMASI SEGMEN (lanjutan)
36. SEGMENT INFORMATION (continued) For the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010, the Group’s sales to customers that exceed 10% of total consolidated sales were as follows:
Pada periode enam bulan yang berakhir 30 Juni 2013 dan 2012, serta tahun yang berakhir 31 Desember 2012, 2011 dan 2010, penjualan Grup kepada pelanggan yang melebihi 10% dari jumlah penjualan konsolidasian adalah sebagai berikut: 30 Juni/June 30, 2013 PT Sinar Alam Permai PT Sinar Mas Agro Resources and Technology Tbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
31 Desember/December 31,
2012
2012
2011
2010
427.401.188
516.466.856
908.051.333
975.462.112
806.283.307
254.632.776 113.852.137 39.002.382
177.180.845 38.077.331 128.810.359
386.960.607 159.796.218 395.051.055
88.168.546 292.857.564 -
83.147.724 -
PT Sinar Alam Permai PT Sinar Mas Agro Resources and Technology Tbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
Persentase dari jumlah penjualan/Percentage of total sales 30 Juni/June 30, 2013 PT Sinar Alam Permai PT Sinar Mas Agro Resources and Technology Tbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
31 Desember/December 31,
2012
2012
2011
2010
48%
59%
48%
71%
88%
29% 13% 4%
20% 4% 15%
21% 8% 21%
6% 21% -
9% -
PT Sinar Alam Permai PT Sinar Mas Agro Resources and TechnologyTbk PT Wilmar Nabati Indonesia PT Asianagro Agungjaya
In Ha (unaudited) Mature plantations
37. AREA PERKEBUNAN
37. PLANTATION AREA 31 Desember/December 31, 30 Juni 2013/ June 30, 2013
Dalam Ha (tidak diaudit) Tanaman menghasilkan Tanaman belum menghasilkan Lain-lain
2012
2011
2010
32.562
32.013
28.420
23.880
18.147
670 7.139
1.153 7.205
4.543 7.408
8.675 7.816
13.836 8.388
40.371
40.371
40.371
40.371
40.371
MONETER
30 Juni 2013/ June 30, 2013 Mata Uang Asing/ (nilai penuh) Foreign Currency (full amount) Aset Kas dan setara kas Dalam Dolar AS Piutang usaha Dalam Dolar AS Piutang lain-lain Dalam Dolar AS
DALAM
in
38. MONETARY ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
31 Desember 2012/ December 31, 2012 Mata Uang Asing/ (nilai penuh) Foreign Currency (full amount)
Ekuivalen/ Equivalent in Rp
Immature plantations Others
All plantations area above are located Kotawaringin Barat, Central Kalimantan.
Seluruh area perkebunan di atas berlokasi di Kotawaringin Barat, Kalimantan Tengah. 38. ASET DAN LIABILITAS MATA UANG ASING
2009
31 Desember 2011/ December 31, 2011 Mata Uang Asing/ (nilai penuh) Foreign Currency (full amount)
Ekuivalen/ Equivalent in Rp
US$
87.273
866.541
US$1,259,048
12.174.991
US$
US$
9.322
92.558
-
-
US$
21,021
190.617
-
-
-
-
US$
225,072
2.040.953
959.099
12.174.991
F-197
10,932,808
Ekuivalen/ Equivalent in Rp
99.138.703
101.370.273
Assets Cash and cash equivalents In US Dollar Trade receivables In US Dollar Other receivables In US Dollar
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 38. ASET DAN LIABILITAS MONETER MATA UANG ASING (lanjutan)
DALAM
30 Juni 2013/ June 30, 2013 Mata Uang Asing/ (nilai penuh) Foreign Currency (full amount) Liabilitas Utang lain-lain pihak ketiga Dalam Dolar AS Utang lain-lain pihak ketiga Dalam Euro Liabilitas sewa pembiayaan Dalam Dolar AS
US$
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
38. MONETARY ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES (continued)
31 Desember 2012/ December 31, 2012 Mata Uang Asing/ (nilai penuh) Foreign Currency (full amount)
Ekuivalen/ Equivalent in Rp
31 Desember 2011/ December 31, 2011 Mata Uang Asing/ (nilai penuh) Foreign Currency (full amount)
Ekuivalen/ Equivalent in Rp
Ekuivalen/ Equivalent in Rp
130
1.291
US$937
9.061
US$
-
-
-
-
EUR
367
4.308
-
-
-
-
US$
3,385
30.695
Aset moneter neto
100,868
914.671
1.291
9.061
949.674
957.808
12.165.930
100.420.599
31 Desember 2010/ December 31, 2010
1 Januari 2010/ 31 Desember 2009/ January 1, 2010/ December 31, 2009
Mata uang asing (nilai penuh)/ Foreign currency (full amount)
Ekuivalen dalam Rupiah/ Equivalent in Rp
Mata uang asing (nilai penuh)/ Foreign currency (full amount)
Liabilities Other payables - third parties In US Dollar Other payables - third parties In Euro Finance lease liabilities In US Dollar
Net monetary assets
Ekuivalen dalam Rupiah/ Equivalent in Rp
Aset Kas dan setara kas dalam Dolar AS
US$
21,447
192.845
49.111
Assets Cash and cash equivalents in US Dollar
Liabilitas Liabilitas sewa pembiayaan dalam Dolar AS
US$
22,790
204.905
-
Liabilities Finance lease liabilities in US Dollar
49.111
Net monetary (liabilities)/assets
(Liabilitas)/aset moneter neto
(12.060)
Apabila posisi aset neto dalam mata uang selain Rupiah pada tanggal 30 Juni 2013 dinyatakan dengan menggunakan kurs tengah nilai tukar mata uang asing pada tanggal 22 Oktober 2013 maka aset dalam mata uang asing neto akan meningkat sebesar lebih kurang Rp136.209.
If the net position of assets in currencies other than Rupiah as of June 30, 2013, is reflected using the middle rates of exchange as of October 22, 2013, the net assets in foreign currencies will increase approximately by Rp136,209.
39. PERJANJIAN SIGNIFIKAN, KOMITMEN DAN KONTINJENSI
39. SIGNIFICANT AGREEMENTS, COMMITMENTS AND CONTINGENCIES
Perjanjian jasa dan pengelolaan
Service and management agreement
Pada tanggal 30 Juni 2013, Perseroan menandatangani Perjanjian Jasa dan Pengelolaan (Service and Management Agreement) dengan PT Tanjung Sawit Abadi (“TSA”) dan PT Sawit Multi Utama (“SMU”), pihak berelasi. Berdasarkan perjanjian, Perseroan berkewajiban untuk mengelola, mengawasi dan mengambil-alih aktivitas di perkebunan kelapa sawit dan pabrik kelapa sawit milik TSA dan SMU. TSA dan SMU akan membayar biaya atas jasa tersebut sebesar AS$150 (nilai penuh) per hektar untuk area tanaman menghasilkan atau belum menghasilkan dan akan membayar biaya jasa titip olah sebesar AS$20 (nilai penuh) per ton CPO yang diproduksi dari pabrik kelapa sawit milik Perseroan. Perjanjian ini akan berakhir pada tanggal 30 Juni 2017.
On June 30, 2013, the Company entered into a Service and Management Agreement with PT Tanjung Sawit Abadi (“TSA”) and PT Sawit Multi Utama (“SMU”), related parties. Under these agreement, the Company engages to manage, supervise and undertake the operation of TSA and SMU’s oil palm plantation and palm oil mill. TSA and SMU will paid service fee amounted to US$150 (full amount) per hectare of either the matured or immatured plantation area and toll-in fee amounted to US$20 (full amount) for each tonne of CPO produced from the Company’s palm oil mill. The agreement will be expired on June 30, 2017.
F-198
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
39. PERJANJIAN SIGNIFIKAN, KOMITMEN DAN KONTINJENSI (lanjutan)
39. SIGNIFICANT AGREEMENTS, COMMITMENTS AND CONTINGENCIES (continued)
Perjanjian pemasaran
Marketing agreement
Pada tanggal 30 Juni 2013, Perseroan menandatangani Perjanjian Pemasaran (Marketing Agreement) dengan TSA dan SMU, pihak berelasi. Berdasarkan perjanjian, Perseroan setuju bertindak sebagai agen untuk dan atas nama TSA dan SMU untuk melaksanakan semua aktivitas administrasi, pemasaran dan jasa lainnya yang terkait dengan pemasaran produk, termasuk ikut serta dalam perikatan kontrak penjualan dan penyediaan layanan sehubungan dengan produk yang dihasilkan oleh TSA dan SMU. TSA dan SMU akan membayar biaya atas jasa pemasaran tersebut sebesar AS$10 per ton untuk CPO dan AS$5 per ton PK yang dijual oleh Perseroan. Perjanjian ini akan berakhir pada tanggal 30 Juni 2017.
On June 30, 2013, the Company entered into a Marketing Agreement with TSA and SMU, related parties. Under these agreement, the Company agrees as an agent for and on behalf of TSA and SMU, to perform all administrative activities, marketing and other services which are necessarily associated with the marketing of the products, including the entry into sales contracts and provision of the services in respect of the products which produced by both companies. SMU and TSA will paid marketing fee amounted to US$10 for each tonne of CPO and US$5 for each tonne of PK sold by the Company. The agreement will be expired on June 30, 2017.
Kontrak penjualan komoditas
Contract of sale commodity
Pada tanggal 7 Januari 2013, Perseroan bersama dengan entitas anak (KSA dan MMS) dan PT Sinar Alam Permai menandatangani Perjanjian Jual Beli Minyak Kelapa Sawit sebanyak 1.000 MT per minggu, dengan jangka waktu penyerahan dari 7 Januari 2013 hingga 27 Desember 2013.
On January 7, 2013, the Company together with subsidiaries (KSA and MMS) and PT Sinar Alam Permai entered into a sale and purchase agreement of Crude Palm Oil of 1,000 MT per week for delivery period from January 7, 2013 until December 27, 2013.
Penjamin fasilitas pinjaman bank entitas anak
Guarantor of bank loan facility of subsidiary
Pada tanggal 25 Maret 2011, Perseroan memberikan jaminan korporasi atas fasilitas pinjaman yang diterima MMS dari PT Bank Mandiri (Persero) Tbk (Catatan 22) yang meliputi seluruh jumlah pinjaman yang wajib dibayar oleh MMS kepada Bank. Jaminan ini berlaku hingga MMS melunasi seluruh fasilitas pinjaman tersebut, yang akan jatuh tempo pada tanggal 31 Desember 2018.
As of March 25, 2011, the Company acts as a guarantor for a loan facility obtained by MMS from PT Bank Mandiri (Persero) Tbk (Note 22) which covers all outstanding loans due by MMS to the bank. This guarantee applies until MMS settled the loan facilities, which will be due on December 31, 2018.
40. PERISTIWA SETELAH TANGGAL PELAPORAN
40. EVENTS AFTER THE REPORTING DATE
Perseroan
The Company
Penyisihan saldo laba
Appropriation of retained earnings
Berdasarkan Akta Notaris Eko Soemarno, S.H. tanggal 30 Juli 2013 mengenai Rapat Umum Pemegang Saham Tahunan untuk tahun buku 2012 pada tanggal 22 Juli 2013, para pemegang saham menyetujui penyisihan saldo laba sebesar Rp6.618.935 sebagai dana cadangan umum.
Based on Notarial Deed No. 12 of Eko Soemarno, S.H. dated July 30, 2013 regarding Annual Shareholders General Meeting for period 2012 on July 22, 2013, the shareholders approved the appropriation of retained earnings to general reserve amounting to Rp6,618,935.
F-199
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
40. PERISTIWA SETELAH TANGGAL PELAPORAN (lanjutan)
40. EVENTS AFTER (continued)
THE
REPORTING
DATE
Perseroan (lanjutan)
The Company (continued)
Perubahan Anggaran Dasar
Amendment of Article of Association
Pada tanggal 17 September 2013, berdasarkan pernyataan keputusan pemegang saham yang telah disahkan oleh Akta Notaris Dedy Syamri, S.H., No. 2 pada tanggal 17 September 2013, para pemegang saham setuju untuk melakukan amandemen atas Pasal 3 Anggaran Dasar Perseroan. Dengan demikian, ruang lingkup kegiatan Perseroan berubah menjadi pertanian, perdagangan, pemborongan, industri, jasa dan percetakan.
On September 17, 2013, based on the Shareholders’ resolution which was notarized under Notarial Deed No. 2 of Dedy Syamri, S.H., dated September 17, 2013, the shareholders approved to amend Article No. 3 of the Articles of Association of the Company. Thus, the scope of activities of the Company changed to agriculture, trade, contractor, industry, service and printing.
Pada tanggal 3 Agustus 2013, berdasarkan pernyataan keputusan pemegang saham yang telah disahkan oleh Akta Notaris Dedy Syamri, S.H., No. 1 pada tanggal 12 Agustus 2013, para pemegang saham setuju untuk:
On August 3, 2013, based on the Shareholders’ resolution which was notarized under Notarial Deed No. 1 of Dedy Syamri, S.H., dated August 12, 2013, the shareholders agreed:
i)
Mengubah status Perseroan dari Perseroan tertutup menjadi Perseroan Terbuka dan mengubah nama Perseroan menjadi PT Sawit Sumbermas Sarana Tbk.
i)
Change the Company’s status from a nonpublic Company to a public Company and to change the Company’s name to PT Sawit Sumbermas Sarana Tbk.
ii)
Melakukan penawaran umum perdana Perseroan melalui pengeluaran saham baru dari dalam simpanan (portepel) Perseroan sebanyak-banyaknya sebesar 1.500.000.000 atau jumlah saham lainnya sebagaimana ditentukan oleh Dewan Komisaris Perseroan, untuk ditawarkan kepada masyarakat, baik secara domestik/lokal maupun international serta dicatatkan di Bursa Efek Indonesia.
ii)
Conduct an initial public offering (IPO) and list the Company’s shares in the Indonesian Stock Exchange through the issuance of the deposit (treasury) of the Company as much 1,500,000,000 shares or the number of shares as may be determined by the Board of Commissioners, to be offered to the public, both domestic/local or international and listed on the Indonesia Stock Exchange.
iii) Menyesuaikan Anggaran Dasar dengan peraturan Badan Pengawas Pasar Modal dan Lembaga Keuangan (BAPEPAM - LK) No. I.X.J.I.
iii)
Ammend the Articles of Association to conform to the regulation of the Capital Market and Financial Institution Supervisory Agency (BAPEPAM-LK) No. I.X.J.I.
iv) Melaksanakan program pemberian opsi kepemilikan saham Perseroan untuk manajemen (Direksi dan Dewan Komisaris, kecuali Komisaris Independen) dan karyawan Perseroan atau Management and Employeees Stock Option (“MESOP”) dalam jumlah sebanyak-banyaknya 10% dari seluruh saham yang ditawarkan dalam penawaran umum saham perdana.
iv) To implement the option entitlements of shares ownership to management (Directors and Board of Commissioners, except for the Independent Commissioner) and employees of the Company or the Management and Employeees Stock Option ("MESOP") at the maximum of 10% of all of the issued shares in the initial public offering.
F-200
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
40. PERISTIWA SETELAH TANGGAL PELAPORAN (lanjutan)
40. EVENTS AFTER (continued)
Perseroan (lanjutan)
Amendment (continued)
v)
v)
Menyetujui perubahan susunan Dewan Komisaris dan Direksi menjadi sebagai berikut:
Direksi Direktur Utama Direktur, merangkap Direktur tidak terafiliasi Direktur Direktur
REPORTING
DATE
The Company (continued)
Perubahan Anggaran Dasar (lanjutan)
Dewan Komisaris Komisaris Utama Komisaris
THE
of
Article
of
Association
To approve changes of Board Commissioners and Directors as follows:
Bungaran Saragih Marzuki Usman Rimbun Situmorang Harry Mohammad Nadir Vallauthan Subraminam Ramzi Sastra
of
Board of Commissioners President Commissioner Commissioner Directors President Director Director concurrently as Unaffiliated director Director Director
This amendment has been approved by the Minister of Justice and Human Rights of the Republic Indonesia in its Decision Letter No. AHU42979.AH.01.02.Tahun 2013 dated August 15, 2013.
Perubahan ini telah memperoleh pengesahan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusan No. AHU42979.AH.01.02.Tahun 2013 tanggal 15 Agustus 2013. PT Ahmad Saleh Perkasa
PT Ahmad Saleh Perkasa
Pada tanggal 3 Oktober 2013, berdasarkan pernyataan keputusan pemegang saham yang telah disahkan oleh Akta Notaris Lya Indah Novelya, S.H., M.Kn., No. 8 pada tanggal 3 Oktober 2013, para pemegang saham ASP menyetujui perubahan susunan Komisaris dan Direksi menjadi sebagai berikut:
On October 3, 2013, based on the Shareholders’ resolution which was notarized under Notarial Deed No. 8 of Lya Indah Novelya, S.H., M.Kn., dated October 3, 2013, the shareholders of ASP approved changes of Commissioner and Director as follows:
Komisaris Komisaris
Budi Setiawan
Commissioner Commissioner
Direksi Direktur
Joko Maryanto
Director
PT Sawit Mandiri Lestari
PT Sawit Mandiri Lestari
Pada tanggal 30 September 2013, berdasarkan pernyataan keputusan pemegang saham yang telah disahkan oleh Akta Notaris Lya Indah Novelya, S.H., M.Kn., No. 349 pada tanggal 30 September 2013, para pemegang saham SML menyetujui perubahan susunan Komisaris dan Direksi menjadi sebagai berikut:
On September 30, 2013, based on the Shareholders’ resolution which was notarized under Notarial Deed No. 349 of Lya Indah Novelya, S.H., M.Kn., dated September 30, 2013, the shareholders of SML approved changes of Commissioner and Director as follows:
Komisaris Komisaris Direksi Direktur
Agan Zaliswoyo Edward Mangatas Lumban Tobing
F-201
Commissioner Commissioner Director Director
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
41. TRANSAKSI NON-KAS
41. NON-CASH TRANSACTIONS Listed below are significant non-cash transactions
Berikut ini transaksi non kas penting 30 Juni 2013/ June 30, 2013 Reklasifikasi tanaman belum menghasilkan ke tanaman menghasilkan Penambahan aset tetap melalui sewa pembiayaan Penambahan aset tetap melalui liabilitas pembiayaan konsumen Kapitalisasi penyusutan aset tetap ke tanaman belum menghasilkan Reklasifikasi aset dalam penyelesaian ke aset tetap Reklasifikasi aset sewaan ke aset tetap
42. TUJUAN LAPORAN KONSOLIDASIAN
31 Des. 2012/ Dec. 31, 2012
31 Des. 2011/ Dec. 31, 2011
31 Des. 2010/ Dec. 31, 2010
23.870.528
103.585.289
141.046.832
203.429.797
-
16.272.649
25.815.622
21.570.027
3.996.918
15.743.604
11.041.808
6.569.075
356.087
1.232.503
4.716.609
5.292.264
105.295.386
44.833.334
120.329.350
14.417.285
10.299.940
8.616.776
6.305.199
5.365.963
KEUANGAN
42. PURPOSE OF STATEMENTS
43. REKLASIFIKASI AKUN
2012 Dilaporkan sebelumnya/ As previously reported
Certain comparative figures in the 2012, 2011 and 2010 consolidated financial statements have been reclassified to conform to the requirements regarding the presentation and disclosures of the financial statements as of and for the six-month period ended June 30, 2013. These reclassifications are as follows:
Reklasifikasi/ Reclassification
2012 Diklasifikasikan kembali/ As reclassified
Akun-akun laporan Laba rugi komprehensif konsolidasian
Beban keuangan LABA PERIODE/ TAHUN BERJALAN SETELAH EFEK PENYESUAIAN PROFORMA
FINANCIAL
43. ACCOUNT RECLASSIFICATION
Beberapa angka perbandingan dalam laporan keuangan konsolidasian tahun 2012, 2011 dan 2010 telah direklasifikasi agar sesuai dengan ketentuan penyajian dan pengungkapan laporan keuangan konsolidasian untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2013. Reklasifikasi tersebut adalah sebagai berikut:
LABA USAHA
CONSOLIDATED
These consolidated financial statements were prepared solely for inclusion in the prospectus in connection with the proposed initial public offering of the equity securitties of the Company on the Indonesia Stock Exchange and is not intended to be and should not be used for any other purposes.
Laporan keuangan konsolidasian Perseroan disusun dengan tujuan untuk dicantumkan dalam prospektus sehubungan dengan rencana penawaran umum saham perdana Perseroan di Bursa Efek Indonesia serta tidak ditujukan dan tidak diperkenankan untuk digunakan untuk tujuan lain.
BEBAN OPERASI Pendapatan/(beban) usaha lain-lain, neto
Reclassification of immature plantations to mature plantations Acquisition of fixed assets through finance lease Acquisition of fixed assets through consumer finance liabilities Capitalization of depreciation of fixed assets to immature plantations Reclassification of construction in progress to fixed assets Reclassification of leased assets into fixed assets
Consolidated statement of comprehensive income accounts
16.585.720
(218.653)
16.367.067
OPERATING EXPENSES Other operating income/(expenses), net
876.156.295
(218.653)
875.937.642
OPERATING INCOME
(142.512.887)
218.653
(142.294.234)
561.695.124
-
F-202
561.695.124
Finance costs INCOME FOR THE FOR PERIODE/YEAR AFTER THE EFFECT OF PROFORMA ADJUSTMENT
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
43. REKLASIFIKASI AKUN (lanjutan)
43. ACCOUNT RECLASSIFICATION (continued) Certain comparative figures in the 2012, 2011 and 2010 consolidated financial statements have been reclassified to conform to the requirements regarding the presentation and disclosures of the financial statements as of and for the six-month period ended June 30, 2013. These reclassifications are as follows: (continued)
Beberapa angka perbandingan dalam laporan keuangan konsolidasian tahun 2012, 2011 dan 2010 telah direklasifikasi agar sesuai dengan ketentuan penyajian dan pengungkapan laporan keuangan konsolidasian untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2013. Reklasifikasi tersebut adalah sebagai berikut: (lanjutan) 2011 Dilaporkan sebelumnya/ As previously reported
Reklasifikasi/ Reclassification
2011 Diklasifikasikan kembali/ As reclassified
Akun-akun laporan Laba rugi komprehensif konsolidasian BEBAN POKOK PENJUALAN
Consolidated statement of comprehensive income accounts (586.460.769)
(30.214)
(586.490.983)
COST OF SALES
BEBAN OPERASI Beban umum dan administrasi Pendapatan/(beban) usaha lain-lain, neto LABA USAHA Beban keuangan LABA PERIODE/ TAHUN BERJALAN SETELAH EFEK PENYESUAIAN PROFORMA
(169.127.499)
30.214
(169.097.285)
24.294.466
(630.553)
23.663.913
OPERATING EXPENSES General and administration expenses Other operating income/(expenses), net
631.119.026
(630.553)
630.488.473
OPERATING INCOME
(127.522.065)
630.553
(126.891.512)
378.075.226 2010 Dilaporkan sebelumnya/ As previously reported
-
Reklasifikasi/ Reclassification
378.075.226
JUMLAH ASET
INCOME FOR THE FOR PERIODE/YEAR AFTER THE EFFECT OF PROFORMA ADJUSTMENT
2010 Diklasifikasikan kembali/ As reclassified
Akun-akun laporan posisi keuangan konsolidasian ASET Biaya dibayar di muka Uang muka - pihak ketiga
Finance costs
Consolidated statement of financial position accounts 718.834 167.609
113.917 (113.917)
1.526.457.556
-
F-203
832.751 53.692
ASSETS Prepaid expenses Advances - third parties
1.526.457.556
TOTAL ASSETS
The original consolidated financial statements included herein are in Indonesian language
PT SAWIT SUMBERMAS SARANA Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggaltanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
44. PENERBITAN KEMBALI LAPORAN KEUANGAN KONSOLIDASIAN
44. REISSUANCE OF THE FINANCIAL STATEMENTS
CONSOLIDATED
The Group previously has issued its consolidated financial statements for the six-month period ended June 30, 2013 and years ended December 31, 2012, 2011 and 2010 which have been audited by Public Accounting Firm Purwantono, Suherman & Surja with Independent Auditors’ Reports No. RPC-4442/PSS/2013 dated September 2, 2013 and for the six-month period ended June 30, 2012 which have been reviewed by Public Accounting Firm Purwantono, Suherman & Surja with Report on Review of Interim Financial Information No. RPC-774/PSS/2013/DAU dated September 2, 2013 with comparative figures for the year ended January 1, 2010/December 31, 2009 which have been audited by Public Accounting Firm Labib Y Wardiman dan Rekan with Independent Auditors’ Reports No. LAI-08.1/VIII13/LYW dated August 16, 2013. In connection with the Company’s plan to propose public offering of the equity securities on Indonesia Stock Exchange and to comply with Financial Services Authority (“FSA”) regulations, the Group has reissued the above consolidated financial statements, with modification and additional disclosures in the consolidated financial statements which are Notes 1, 4, 15, 22, 29, 33, 36, 38, 39 and 40.
Grup sebelumnya telah menerbitkan laporan keuangan konsolidasian untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2013 dan tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 yang telah diaudit oleh Kantor Akuntan Publik Purwantono, Suherman & Surja dengan Laporan Auditor Independen No. RPC-4442/PSS/2013 bertanggal 2 September 2013 dan untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2012 yang telah direviu oleh Kantor Akuntan Publik Purwantono, Suherman & Surja dengan Laporan atas Reviu Informasi Keuangan Interim No. RPC-774/PSS/2013/DAU bertanggal 2 September 2013 dengan angka perbandingan untuk tahun yang berakhir pada tanggal 1 Januari 2010/31 Desember 2009 yang telah diaudit oleh Kantor Akuntan Publik Labib Y Wardiman dan Rekan No. LAI-08.1/VIII-13/LYW bertanggal 16 Agustus 2013. Sehubungan dengan rencana Perusahaan untuk melakukan penawaran saham perdana kepada umum dan untuk memenuhi ketentuan Otoritas Jasa Keuangan (“OJK”), Grup menerbitkan kembali laporan keuangan konsolidasian yang disebut diatas, dengan perubahan dan tambahan pengungkapan dalam laporan keuangan konsolidasian yaitu Catatan 1, 4, 15, 22, 29, 33, 36, 38, 39 dan 40.
F-204
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
Informasi berikut adalah laporan keuangan tersendiri PT Sawit Sumbermas Sarana Tbk, entitas induk, yang merupakan informasi tambahan dalam laporan keuangan konsolidasian PT Sawit Sumbermas Sarana Tbk dan Entitas Anak pada tanggal-tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009.
The following information are the separate financial statements of PT Sawit Sumbermas Sarana Tbk, a parent entity, which are presented as supplementary information to the consolidated financial statements of PT Sawit Sumbermas Sarana Tbk and Subsidiaries as of June 30, 2013 and December 31, 2012, 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2011 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009.
PT SAWIT SUMBERMAS SARANA Tbk LAPORAN POSISI KEUANGAN TERSENDIRI 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk SEPARATE STATEMENTS OF FINANCIAL POSITION June 30, 2013 and December 31, 2012, 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
30 Juni/ June 30, 2013
31 Desember/ December 31, 2012
31 Desember/ December 31, 2011
31 Desember/ December 31, 2010
1 Januari 2010/ 31 Desember/ 2009/ January 1, 2010/ December 31, 2009
ASET ASET LANCAR Kas dan setara kas Kas dan setara kas yang dibatasi penggunaannya Piutang usaha Pihak berelasi Pihak ketiga Piutang lain-lain Pihak berelasi Pihak ketiga Pinjaman kepada pihak berelasi Persediaan Pajak dibayar di muka Biaya dibayar di muka Uang muka - pihak ketiga TOTAL ASET LANCAR
ASSETS 321.043.440
62.388.506
-
2.000.000
3.773.987
4.514.361
9.080.219 181.789.963 28.633.495 1.648.353 810.674 49.724.938
CURRENT ASSETS Cash and cash equivalents Restricted cash and cash equivalents Trade receivables Related parties Third parties Other receivables Related parties Third parties Loans to related parties Inventories Prepaid taxes Prepaid expenses Advances - third parties
76.298.618
49.105.766
2.000.000
2.000.000
-
458.123
14.992.756 -
-
209.113.182 7.238.154 54.011.069 1.808.465 -
110.233.892 4.626.669 301.000.000 34.912.051 662.979 -
128.611.350 207.269 15.712.710 545.062 -
141.424.618 348.093 8.802.832 159.980 -
344.589.007
599.728.671
516.282.220
238.367.765
199.841.289
20.922.114 -
94.000.000
479.265.040 110.000.000
305.079.515 -
Tanaman menghasilkan (setelah dikurangi akumulasi amortisasi Rp120.574.111 tahun 2013; Rp107.422.143 tahun 2012; Rp82.080.941 tahun 2011; Rp60.755.303 tahun 2010; dan Rp40.721.803 tahun 2009) Tanaman belum menghasilkan
405.504.591 12.405.388
400.006.189 27.630.066
369.096.241 68.835.134
339.914.692 85.676.248
Aset tetap (setelah dikurangi akumulasi penyusutan Rp220.880.513 tahun 2013; Rp190.810.506 tahun 2012; Rp134.434.246 tahun 2011; Rp102.500.740 tahun 2010 dan Rp75.152.159 tahun 2009) Investasi saham Aset pajak tangguhan, neto Aset tidak lancar lainnya
372.745.218 598.535.000 1.034.121 7.535.093
380.030.501 38.625.000 4.635.629
233.688.424 150.000 2.149.755
194.757.680 564.136
128.306.890 Other receivables - related parties Loan to a related party Plantation assets Mature plantations (net of accumulated amortization of Rp120,574,111 in 2013; Rp107,422,143 in 2012, Rp82,080,941 in 2011; Rp60,755,303 in 2010 and 287.589.096 Rp40,721,803 in 2009) 129.494.857 Immature plantations Fixed assets (net of accumulated depreciation Rp220,880,513 in 2013; Rp190,810,506 in 2012, Rp134,434,246 in 2011; Rp102,500,740 in 2010 and Rp75,152,159 130.205.797 in 2009) Investment in shares of stock Deferred tax assets, net 120.458 Other non-current assets
TOTAL ASET TIDAK LANCAR
1.418.681.525
944.927.385
1.263.184.594
925.992.271
675.717.098
TOTAL NON-CURRENT ASSETS
TOTAL ASET
1.763.270.532
1.544.656.056
1.779.466.814
1.164.360.036
875.558.387
TOTAL ASSETS
ASET TIDAK LANCAR Piutang lain-lain - pihak berelasi Pinjaman kepada pihak berelasi Tanaman perkebunan
69.127.378
TOTAL CURRENT ASSETS NON-CURRENT ASSETS
F-205
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk LAPORAN POSISI KEUANGAN TERSENDIRI (lanjutan) 30 Juni 2013 dan 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
30 Juni/ June 30, 2013
PT SAWIT SUMBERMAS SARANA Tbk SEPARATE STATEMENTS OF FINANCIAL POSITION (continued) June 30, 2013 and December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
31 Desember/ December 31, 2012
31 Desember/ December 31, 2011
1 Januari 2010/ 31 Desember/ 2009/ January 1, 2010/ December 31, 2009
31 Desember/ December 31, 2010
LIABILITAS DAN EKUITAS
LIABILITIES AND EQUITY
LIABILITAS JANGKA PENDEK Utang bank jangka pendek Utang usaha Pihak berelasi Pihak ketiga Pendapatan diterima di muka Utang pajak Beban akrual Utang lain-lain Pihak berelasi Pihak ketiga Liabilitas imbalan kerja karyawan jangka pendek Liabilitas pembiayaan konsumen jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan jatuh tempo dalam satu tahun Utang bank jangka panjang yang akan jatuh tempo dalam satu tahun Pinjaman dari pihak berelasi
8.008.321
9.632.284
9.285.173
6.150.545
5.157.302
120.000.000 50.000.000
120.000.000 50.000.000
100.000.000 -
230.928.219 -
36.616.000 -
CURRENT LIABILITIES Short-term bank loan Trade payables Related parties Third parties Unearned revenue Taxes payable Accrued expenses Other payables Related parties Third parties Short-term employee benefit liabilities Current maturities of consumer finance liabilities Current maturities of finance lease liabilities Current maturities of long -term bank loans Loan from a related party
TOTAL LIABILITAS JANGKA PENDEK
296.128.250
450.605.127
531.588.446
614.497.271
248.040.289
TOTAL CURRENT LIABILITIES
68.501.684 -
-
2.953.461 50.000.000
244.661.081 -
309.879.764 -
Other payables - related parties Loan from a related party
2.300.564
4.172.959
2.198.069
3.319.539
6.056.205
Consumer finance liabilities net of current maturities
2.748.638
6.415.285
10.316.776
6.166.023
3.868.624
Finance lease liabilities - net of current maturities
580.000.000
640.000.000
760.000.000
-
230.928.219
15.752.135 -
14.783.372 1.269.772
11.077.165 7.748.745
6.748.766 6.176.731
4.672.443 4.387.011
Long-term bank loan - net of current maturities Long-term employee benefit liabilites Deferred tax liabilities, net
TOTAL LIABILITAS JANGKA PANJANG
669.303.021
666.641.388
844.294.216
267.072.140
559.792.266
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITAS
965.431.271
1.117.246.515
1.375.882.662
881.569.411
807.832.555
TOTAL LIABILITIES
LIABILITAS JANGKA PANJANG Utang lain-lain - pihak berelasi Pinjaman dari pihak berelasi Liabilitas pembiayaan konsumen - setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas sewa pembiayaan - setelah dikurangi bagian jatuh tempo dalam satu tahun Utang bank jangka panjang setelah dikurangi bagian jatuh tempo dalam satu tahun Liabilitas imbalan kerja karyawan jangka panjang Liabilitas pajak tangguhan, neto
25.000.000
25.000.000
25.000.000
-
-
7.928.891 377.291 12.011.828 30.801.655
13.703.179 41.040.092 54.359.326 24.700.344
94.958 41.869.201 20.780.018 162.407.696 36.777.243
3.334.872 32.378.283 14.680.759 108.441.962 2.835.778
7.513.712 25.436.282 26.886.298 49.467.858 6.577.621
26.307.588
56.413.792 34.978.241
97.617.279 20.587.717
193.720.225 8.148.529
70.834.381 5.032.315
10.158.259
17.081.686
13.883.233
8.436.600
9.332.781
5.534.417
3.696.183
3.285.928
5.441.499
5.185.739
NON-CURRENT LIABILITIES
EKUITAS Modal saham Modal dasar - 32.100.000.000 (2012: 15.000.000.000; 2011 dan 2010 dan 2009: 500.000) lembar saham nilai nominal Rp100 (2011, 2010 dan 2009: Rp100.000) (nilai penuh) per saham Modal ditempatkan dan disetor penuh - 8.025.000.000 (2012: 4.125.000.000; 2011, 2010 dan 2009: 125.000) lembar saham Saldo laba
802.500.000 (4.660.739)
412.500.000 14.909.541
12.500.000 391.084.152
12.500.000 270.290.625
12.500.000 55.225.832
EQUITY Share capital Authorized - 32,100,000,000 (2012: 15,000,000,000; 2011and 2010 and 2009: 500,000) shares at par value per share of Rp100 (2011, 2010 and 2009: Rp100,000) (full amount) Issued and fully paid 8,025,000,000 (2012: 4,125,000,000; 2011, 2010 and 2009: 125,000) shares Retained earnings
TOTAL EKUITAS
797.839.261
427.409.541
403.584.152
282.790.625
67.725.832
TOTAL EQUITY
1.763.270.532
1.544.656.056
1.779.466.814
1.164.360.036
875.558.387
TOTAL LIABILITIES AND EQUITY
TOTAL LIABILITAS DAN EKUITAS
F-206
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk LAPORAN LABA RUGI KOMPREHENSIF TERSENDIRI Periode enam bulan yang berakhir pada tanggaltanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk SEPARATE STATEMENTS OF COMPREHENSIVE INCOME For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
30 Juni/June 30, 2013 PENJUALAN BEBAN POKOK PENJUALAN LABA BRUTO Beban penjualan
31 Desember/December 31,
2012
2012
2011
1.098.799.425
2010
482.818.180
461.130.597
1.042.328.939
877.026.034
(260.723.159)
(208.345.276)
(489.489.341)
(460.670.187)
(465.147.837)
COST OF SALES
222.095.021
252.785.321
609.310.084
581.658.752
411.878.197
GROSS INCOME
(14.007.478)
(13.105.368)
(9.107.051)
(8.263.012)
(6.253.389)
Beban umum dan administrasi (Beban)/pendapatan usaha lain-lain - neto
(23.271.183)
(44.287.676)
(74.610.157)
(141.244.760)
(72.669.392)
(3.650.713)
(5.665.856)
7.678.570
15.071.785
(2.329.291)
LABA USAHA
186.910.113
528.371.019
442.380.409
196.578.400
327.772.463
PENGHASILAN/(BEBAN) LAIN-LAIN Pendapatan dividen Pendapatan keuangan Beban keuangan
SALES
Selling expenses General and administrative expenses Other operating (expenses)/income - net OPERATING INCOME OTHER INCOME/(EXPENSES)
19.456.234 (42.259.525)
26.861.071 (48.090.799)
1.210.000 40.327.169 (97.453.129)
28.116.284 (85.334.967)
1.820.893 (34.129.947)
(22.803.291)
(21.229.728)
(55.915.960)
(57.218.683)
(32.309.054)
LABA SEBELUM PAJAK PENGHASILAN BADAN
164.106.822
175.348.672
472.455.059
385.161.726
295.463.409
BEBAN PAJAK PENGHASILAN BADAN
(43.677.102)
(49.731.490)
(126.629.670)
(114.368.199)
(80.398.616)
LABA PERIODE/TAHUN BERJALAN
120.429.720
125.617.182
345.825.389
270.793.527
PENDAPATAN KOMPREHENSIF LAIN, SETELAH PAJAK
-
-
-
TOTAL LABA KOMPREHENSIF, SETELAH PAJAK
120.429.720
125.617.182
345.825.389
F-207
Dividend income Finance income Finance costs
INCOME BEFORE CORPORATE INCOME TAX CORPORATE INCOME TAX EXPENSE
215.064.793
INCOME FOR THE YEAR
-
-
OTHER COMPREHENSIVE INCOME, NET OF TAX
270.793.527
215.064.793
TOTAL COMPREHENSIVE INCOME, NET OF TAX
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk LAPORAN PERUBAHAN EKUITAS TERSENDIRI Periode enam bulan yang berakhir pada tanggaltanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012, 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk SEPARATE STATEMENTS OF CHANGES IN EQUITY For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012, 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
Modal saham ditempatkan dan disetor penuh/ Issued and fully paid share capital Saldo tanggal 1 Januari 2010/ 31 Desember 2009/ Balance as of January 1, 2010/ December 31, 2009 Jumlah laba komprehensif untuk tahun 2010/ Total comprehensive income for 2010
Saldo laba/ Retained earnings
55.225.832
67.725.832
215.064.793
215.064.793
12.500.000
270.290.625
282.790.625
Total laba komprehensif untuk tahun 2011/ Total comprehensive income for 2011
-
270.793.527
270.793.527
Dividen/Dividend
-
(150.000.000)
(150.000.000 )
12.500.000
391.084.152
403.584.152
-
125.617.182
125.617.182
Saldo tanggal 30 Juni 2012/ Balance as of June 30, 2012
12.500.000
516.701.334
529.201.334
Saldo tanggal 31 Desember 2011 / Balance as of December 31, 2011
12.500.000
391.084.152
403.584.152
400.000.000
-
400.000.000
-
345.825.389
345.825.389
-
(210.000.000)
(210.000.000 )
-
(512.000.000)
(512.000.000 )
Saldo tanggal 31 Desember 2010/ Balance as of December 31, 2010
Saldo tanggal 31 Desember 2011/ Balance as of December 31, 2011
12.500.000
Total ekuitas/ Total equity
-
Total laba komprehensif untuk periode enam bulan yang berakhir pada tanggal 30 Juni 2012/Total comprehensive income for the six-month period ended June 30, 2012
Tambahan modal saham/ Additional share capital Total laba komprehensif untuk tahun 2012/ Total comprehensive income for 2012 Dividen tahun 2011/2011 dividend Dividen interim tahun 2012/ 2012 interim dividend Saldo tanggal 31 Desember 2012/ Balance as of December 31, 2012
412.500.000
14.909.541
427.409.541
Tambahan modal saham/ Additional share capital
390.000.000
-
390.000.000
Dividen interim tahun 2013/ 2013 interim dividend
-
(140.000.000)
(140.000.000 )
Total laba komprehensif untuk enam bulan yang berakhir pada tanggal 30 Juni 2013/Total comprehensive income for the six-month period ended June 30, 2013
-
120.429.720
120.429.720
Saldo tanggal 30 Juni 2013/ Balance as of June 30, 2013
802.500.000
F-208
(4.660.739)
797.839.261
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk LAPORAN ARUS KAS TERSENDIRI Periode enam bulan yang berakhir pada tanggaltanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
PT SAWIT SUMBERMAS SARANA Tbk SEPARATE STATEMENTS OF CASH FLOWS For the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 (Expressed in thousands of Rupiah, unless otherwise stated)
30 Juni/June 30, 2013
31 Desember/December 31,
2012
2012
2011
2010
ARUS KAS DARI AKTIVITAS OPERASI Penerimaan kas dari pelanggan Pembayaran kas kepada pemasok Pembayaran kas kepada karyawan
491.652.300 (293.258.509) (49.083.100)
497.796.348 (212.607.101) (47.376.138)
1.224.883.204 (574.616.286) (77.042.956)
Kas yang dihasilkan dari operasi
149.310.691
237.813.109
573.223.962
551.254.821
350.710.433
Penghasilan bunga yang diterima Pembayaran pajak penghasilan badan Beban keuangan yang dibayar Penerimaan/(pembayaran) lainnya - neto
15.300.919 (84.121.807) (40.235.033) (4.232.095)
6.657.201 (74.154.942) (45.628.813) (9.979.551)
3.169.201 (249.332.868) (97.453.129) 3.185.796
7.777.907 (57.203.919) (83.368.300) (352.037)
1.820.893 (16.996.112) (34.129.947) (1.204.126)
36.022.675
114.707.004
232.792.962
418.108.472
300.201.141
Kas neto yang diperoleh dari aktivitas operasi ARUS KAS DARI AKTIVITAS INVESTASI Perolehan aset tetap Investasi saham Penambahan tanaman belum menghasilkan Pembayaran uang muka aset tetap Pemberian pinjaman kepada pihak berelasi Penerimaan kembali pinjaman kepada pihak berelasi Perolehan dari pelepasan aset tetap Penambahan aset dalam penyelesaian Kas neto yang (digunakan untuk)/diperoleh dari aktivitas investasi ARUS KAS DARI AKTIVITAS PENDANAAN Penerimaan dari/(pemberian kepada) pihak berelasi Penerimaan setoran modal Pembayaran liabilitas pembiayaan konsumen Pembayaran utang sewa pembiayaan Pembayaran utang bank Pembayaran dividen Penerimaan pinjaman dari pihak berelasi Perolehan utang bank
1.067.863.695 (438.584.921) (78.023.953)
850.903.499 (440.429.215) (59.763.851)
CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers Cash paid to suppliers Cash paid to employees Cash resulting from operations Interest income received Payment for income taxes Finance costs paid Other receipt/(payment) - net Net cash provided by operating activities
(15.938.798)
(45.256.756)
(26.824.463)
(23.990.182)
(8.060.604)
CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of fixed assets Investment in shares of stock Additions to immature plantations Payment of advance for purchase Loan provided (received byto related parties Repayment of loan to related parties Proceeds from disposal of fixed asset Proceeds from disposal of fixed asset
(674.734.542)
(70.197.609)
187.943.680
(479.461.222)
(45.203.829)
Net cash (used in) provided by investing activities
(6.012.239) (559.910.000)
(1.017.532) -
(145.484.400) (38.475.000)
(12.508.651) (150.000)
(7.858.205) -
(3.298.751) (1.784.791)
(3.617.746) (20.305.575)
(14.443.772) (833.685)
(32.231.773) -
(29.285.020) -
(181.789.963)
-
-
94.000.000
-
411.000.000
-
-
3.005.000
202.120.576 390.000.000
288.052.039 -
279.386.771 400.000.000
(411.000.000)
-
419.384
(486.527.905) -
-
(174.086.285) -
(34.161)
(25.908)
(6.519.599)
(5.444.741)
(5.824.706)
(5.290.610) (60.000.000) (140.000.000)
(7.352.341) (50.000.000) (190.000.000)
(12.948.880) (100.000.000) (722.000.000)
(14.656.497) (260.928.219) (150.000.000)
(9.277.469) (36.616.000) -
-
-
386.795.805
40.673.790
(162.081.708)
47.442.638
(225.804.460)
(PENURUNAN)/ KENAIKAN NETO KAS DAN SETARA KAS
(251.916.062)
85.183.185
258.654.934
(13.910.112)
29.192.852
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
KAS DAN SETARA KAS AWAL TAHUN/PERIODE
321.043.440
62.388.506
62.388.506
76.298.618
49.105.766
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR/PERIOD
KAS DAN SETARA KAS AKHIR TAHUN/PERIODE
69.127.378
147.571.691
321.043.440
62.388.506
78.298.618
CASH AND CASH EQUIVALENTS AT END OF YEAR/ PERIOD
Kas neto yang diperoleh dari/ (digunakan untuk) aktivitas pendanaan
-
F-209
50.000.000 915.000.000
-
CASH FLOWS FROM FINANCING ACTIVITIES Cash received from/(provided to) related parties Proceeds from capital contribution Repayment of consumer finance payable Repayment of lease liabilities Repayment of bank loan Dividends paid Proceeds of loan from related parties Proceeds from bank loan Net cash provided by/ (used in) financing activities
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain)
1.
IKHTISAR KEBIJAKAN SIGNIFIKAN
AKUNTANSI
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
YANG
1.
SUMMARY POLICIES
OF
SIGNIFICANT
ACCOUNTING
Dasar penyusunan laporan keuangan tersendiri
Basis of preparation of the separate financial statements
PSAK No. 4 (Revisi 2009) mengatur dalam hal Entitas Induk memilih untuk menyajikan laporan keuangan tersendiri maka laporan tersebut hanya dapat disajikan sebagai informasi tambahan dalam laporan keuangan konsolidasian. Laporan keuangan tersendiri adalah laporan keuangan yang disajikan oleh entitas induk yang mencatat investasi pada entitas anak, entitas asosiasi, dan pengendalian bersama entitas berdasarkan kepemilikan ekuitas langsung bukan berdasarkan pelaporan hasil dan aset neto investee.
PSAK No. 4 (Revised 2009) regulates that when a Parent Entity elected to present the separate financial statements, such financial statements should be presented as supplementary information to the consolidated financial statements. Separate financial statements are those presented by a parent, in which the investments in subsidiaries, associate entity and joint control entity are accounted for on the basis of the direct equity interest rather than on the basis of the reported results and net assets of the investees.
Kebijakan akuntansi yang diterapkan dalam penyusunan Informasi keuangan Entitas Induk adalah sama dengan kebijakan akuntansi yang diterapkan dalam penyusunan laporan keuangan konsolidasian Grup sebagaimana diungkapkan dalam Catatan 2 atas laporan keuangan konsolidasian, kecuali untuk penyertaan pada entitas anak.
Accounting policies adopted in the preparation of the parent entity financial information are the same as the accounting policies adopted in the preparation of the Group’s consolidated financial statements as disclosed in Note 2 to the consolidated financial statements, except for investments in subsidiaries.
Penyertaan saham pada entitas anak dicatat pada biaya perolehan. Entitas induk mengakui dividen dari entitas anak pada laporan laba rugi entitas induk ketika hak menerima dividen ditetapkan.
Invesments in shares of stock of subsidiaries are accounted for at acquisition cost. The parent entity recognizes dividend from subsidiaries in the Parent entity’s profit and loss when its right to receive the dividend is established.
F-210
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PENYERTAAN SAHAM
2.
INVESTMENTS IN SHARES OF STOCK As of June 30, 2013 and December 31, 2012, 2011 and 2010 and January 1, 2010/December 31, 2009 the parent entity has the following invesments in shares of stock as follows:
Pada tanggal 30 Juni 2013 dan 31 Desember 2012, 2011 dan 2010 dan 1 Januari 2010/31 Desember 2009, Entitas induk memiliki penyertaan saham sebagai berikut:
30 Juni 2013/June 30, 2013
Entitas/Entity Entitas anak/Subsidiaries PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa Entitas lainnya/Other entities PT Citra Borneo Utama PT Surya Borneo Industri
Persentase kepemilikan/ Percentage of ownership
Nilai tercatat 1 Jan. 2013/ Carrying value Jan. 1, 2013
94,56% 93,10% 99,84% 99,36% 9% 9%
Penambahan/ Additions
Nilai tercatat 30 Jun 2013/ Carrying value Jun 30, 2013
Pengurangan/ Deduction
18.900.000 18.750.000 225.000 750.000
196.227.000 150.000.000 91.217.000 77.466.000
-
215.127.000 168.750.000 91.442.000 78.216.000
-
22.500.000 22.500.000
-
22.500.000 22.500.000
38.625.000
559.910.000
-
598.535.000
The addition on the above investment represents investment in shares of subsidiaries which were nd acquired by the Parent Entity in 2 quarter in 2013 through acquisition of additional shares issued.
Investasi tersebut di atas merupakan investasi saham pada entitas anak yang diakuisisi Entitas Induk dalam kuartal ke 2 tahun 2013 melalui akuisisi atas saham tambahan yang dikeluarkan.
31 Desember 2012/December 31, 2012
Entitas/Entity
Persentase kepemilikan/ Percentage of ownership
Entitas anak/Subsidiaries PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa
60% 60% 60,4% 60%
Nilai tercatat 1 Jan. 2012/ Carrying value Jan. 1, 2012
Penambahan/ Additions
Nilai tercatat 31 Des 2012/ Carrying value Dec 31, 2012
Pengurangan/ Deduction
150.000 -
18.750.000 18.750.000 225.000 750.000
-
18.900.000 18.750.000 225.000 750.000
150.000
38.475.000
-
38.625.000
The addition on the above investment represents investment in shares of subsidiaries which were th acquired by the Parent Entity in 4 quarter in 2012 through acquisition of additional shares issued.
Investasi tersebut di atas merupakan investasi saham pada entitas anak yang diakuisisi Entitas Induk dalam kuartal ke 4 tahun 2012 melalui akuisisi atas saham tambahan yang dikeluarkan.
F-211
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 2.
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PENYERTAAN SAHAM (lanjutan)
2.
INVESTMENTS (continued)
IN
SHARES
OF
STOCK
31 Desember 2011/December 31, 2011 Persentase kepemilikan/ Percentage of ownership
Entitas/Entity Entitas lainnya/Other entities PT Mitra Mendawai Sejati
3.
SALDO DAN BERELASI
Nilai tercatat 1 Jan. 2011/ Carrying value Jan. 1, 2011
1%
TRANSAKSI
DENGAN
Penambahan/ Additions
-
PIHAK
3.
Nilai tercatat 31 Des 2011/ Carrying value Dec 31, 2011
Pengurangan/ Deduction
150.000
BALANCE AND RELATED PARTIES
-
TRANSACTIONS
150.000
WITH
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Piutang usaha Entitas anak PT Kalimantan Sawit Abadi
-
-
-
14.992.756
-
Trade receivables Subsidiariy PT Kalimantan Sawit Abadi
Piutang lain-lain - lancar Entitas anak PT Sawit Mandiri Lestari PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa
-
91.217.058 40.429.574 77.466.550
176.203 66.998.450 753.886
151.116 127.349.390 -
147.391 86.590.058 -
Other receivables - current Subsidiaries PT Sawit Mandiri Lestari PT Mitra Mendawai Sejati PT Ahmad Saleh Perkasa
Entitas yang memiliki pengaruh signifikan terhadap Grup PT Citra Borneo Indah
-
-
11.212.059
747.952
504.077
Entity which has significant influence to the Group PT Citra Borneo Indah
Pihak berelasi lainnya PT Tanjung Sawit Abadi PT Sawit Multi Utama
-
-
26.563.596 4.529.698
362.892 -
19.457.226 34.725.866
Other related parties PT Tanjung Sawit Abadi PT Sawit Multi Utama
-
209.113.182
110.233.892
128.611.350
141.424.618
20.916.672 3.831 1.611
-
-
374.000
46.861
-
-
108.474.660 101.099.778 91.185.329 68.447.930 54.369.070 21.421.309 16.695.295 5.594.328 3.120.439 2.755.968 1.424.034
73.411.191 78.556.379 55.289.901 24.305.923 45.100.895 10.866.872 4.896.828 5.408.796 2.337.203 1.016.367
50.835.641 26.933.878 16.575.321 15.691.776 6.256.409 3.689.698 3.661.615 1.496.874 1.297.040
-
-
1.155.009 964.054 507.469
1.279.103 228.420 555.969
702.933 32.582 555.969
-
-
488.319 39.381 16.553 4.299
1.116.908 175.986 50.161 -
114.427 363.437 -
Other related parties PT Pelayaran Lingga Marintama PT Central Kalimantan Abadi PT Amprah Mitra Jaya PT Mendawai Putra PT Erytrhina Nugrahamegah PT Tatal Engineering PT Sulung Ranch PT Media Kalimantan CV Dona Doni CV Dua Putri PT Menthobi Sawit Jaya CV Dwita Perdana (previously: CV Lisanti Dewi) Sabran Effendi Hayanah CV Anindya Putra (previously : Sunardi) CV Garnis CV Indah Jaya PT Mandiri Indah Lestari
20.922.114
-
477.763.224
304.970.902
128.254.461
Balance carried forward
Piutang lain-lain - tidak lancar Entitas anak PT Mitra Mendawai Sejati PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa Pihak berelasi lainnya PT Pelayaran Lingga Marintama PT Central Kalimantan Abadi PT Amprah Mitra Jaya PT Mendawai Putra PT Erytrhina Nugrahamegah PT Tatal Engineering PT Sulung Ranch PT Media Kalimantan CV Dona Doni CV Dua Putri PT Menthobi Sawit Jaya CV Dwita Perdana (sebelumnya: CV Lisanti Dewi) Sabran Effendi Hayanah CV Anindya Putra (sebelumnya : Sunardi) CV Garnis CV Indah Jaya PT Mandiri Indah Lestari Saldo dipindahkan
F-212
Other receivables - non-current Subsidiaries PT Mitra Mendawai Sejati PT Sawit Mandiri Lestari PT Ahmad Saleh Perkasa
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
SALDO DAN TRANSAKSI BERELASI (lanjutan)
DENGAN
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIHAK
3.
BALANCE AND TRANSACTIONS RELATED PARTIES (continued)
WITH
31 Desember/December 31, 30 Juni 2013/ June 30, 2013
2012
2011
2010
2009
Piutang lain-lain - tidak lancar (lanjutan) Pihak berelasi lainnya (lanjutan) Saldo pindahan PT Nusantara Jaya Sentosa PT Prima Nusantara Abadi PT Seruyan Sawit Lestari H Bakah PT Lamandau Sawit Sejahtera Anggota manajemen kunci Ailita
Other receivables - non-current (continued) 20.922.114 -
-
477.763.224 958 508 350 -
304.970.902 958 508 350 106.797 -
128.254.461 958 508 350 50.263 350
Other related parties (continued) Balance brought forward PT Nusantara Jaya Sentosa PT Prima Nusantara Abadi PT Seruyan Sawit Lestari H Bakah PT Lamandau Sawit Sejahtera
-
-
1.500.000
-
-
Key management personel Ailita
20.922.114
-
479.265.040
305.079.515
128.306.890
Pinjaman - lancar Pihak berelasi lainnya PT Surya Borneo Industri PT Citra Borneo Utama PT Tanjung Sawit Abadi PT Sawit Multi Utama
Loan from - current 129.289.963 52.500.000 -
-
175.000.000 126.000.000
-
-
181.789.963
-
301.000.000
-
-
Pinjaman - tidak lancar Entitas anak PT Mitra Mendawai Sejati
Jumlah piutang usaha, piutang lain-lain dan pinjaman pihak berelasi
Jumlah aset Sebagai persentase terhadap jumlah aset
Other related parties PT Surya Borneo Industri PT Citra Borneo Utama PT Tanjung Sawit Abadi PT Sawit Multi Utama
Loan from - non-current Subsidiary PT Mitra Mendawai Sejati
-
94.000.000
110.000.000
-
-
-
94.000.000
110.000.000
-
-
202.712.077
303.113.182
1.000.498.932
448.683.621
269.731.508
Trade and other receivables and loan to - related parties
1.763.270.532
1.544.656.056
1.779.466.814
1.164.360.036
875.558.387
Total assets
11,50%
19,62%
56,22%
38,53%
30,81%
As percentage to total assets
F-213
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
SALDO DAN TRANSAKSI BERELASI (lanjutan)
DENGAN
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIHAK
3.
BALANCE AND TRANSACTIONS RELATED PARTIES (continued)
WITH
31 Desember/December 31, 30 Juni 2013/ June 30, 2013 Utang usaha Pihak berelasi lainnya Hj Asih PT Sawit Multi Utama PT Mitra Mendawai Sejati Hj Hayanah Hj Hairatul PT Menthobi Sawit Jaya
Utang lain-lain - jangka pendek Entitas anak PT Kalimantan Sawit Abadi Pihak berelasi lainnya PT Tanjung Sawit Abadi PT Sawit Multi Utama CV Dwita Perdana(sebelumnya: CV Lisanti Dewi)
Utang lain-lain - jangka panjang Entitas anak PT Kalimantan Sawit Abadi PT Ahmad Saleh Perkasa Entitas yang memiliki pengaruh signifikan terhadap Grup PT Citra Borneo Indah Pihak berelasi lainnya CV Bayu Mandala Putra CV Alamsyah Abdul Rasyid Akhmad Saleh CV Anindya Putra (sebelumnya: Sunardi) CV Lisa Jaya Sarwani PT Lamandau Sawit Sejahtera Kalimantan Import & Export Pte.Ltd PT Mendawai Putra Anggota manajemen kunci Hendra Lesmana
Pinjaman - jangka pendek Entitas anak PT Kalimantan Sawit Abadi Pinjaman - jangka panjang Entitas anak PT Kalimantan Sawit Abadi
2012
2011
2010
2009
-
-
94.958 -
94.958 3.239.914 -
439.298 6.235.799 586.912 156.745 94.958
-
-
94.958
3.334.872
7.513.712
-
53.162.758
-
183.235 3.057.644
-
10.155
-
56.413.792
97.617.279
193.720.225
70.834.381
-
-
-
-
-
97.617.279
193.720.225
70.834.381
-
Trade payable Other related parties Hj Asih PT Sawit Multi Utama PT Mitra Mendawai Sejati Hj Hayanah Hj Hairatul PT Menthobi Sawit Jaya
Other payables - current Subsidiaries PT Kalimantan Sawit Abadi Other related parties PT Tanjung Sawit Abadi PT Sawit Multi Utama CV Dwita Perdana (previously: CV Lisanti Dewi)
59.063.170 170.000
-
-
-
-
Other payables - non-current Subsidiaries PT Kalimantan Sawit Abadi PT Ahmad Saleh Perkasa
9.268.514
-
-
-
-
Entity which has significant influence to the Group PT Citra Borneo Indah
-
-
1.109.242 1.085.729 392.000
1.089.243 491.807 -
1.107.742 -
-
-
161.962 151.149 34.962 7.510
522.050 31.921 7.510
48.493 8.587 -
-
-
-
242.518.550 -
308.493.125 221.817
Other related parties CV Bayu Mandala Putra CV Alamsyah Abdul Rasyid Akhmad Saleh CV Anindya Putra (previously: Sunardi) CV Lisa Jaya Sarwani PT Lamandau Sawit Sejahtera Kalimantan Import & Export Pte.Ltd PT Mendawai Putra
-
-
10.907
-
-
Key management personel Hendra Lesmana
68.501.684
-
2.953.461
244.661.081
309.879.764
50.000.000
50.000.000
-
-
-
Loan from - current Subsidiary PT Kalimantan Sawit Abadi
-
-
50.000.000
-
-
Loan from - non-current Subsidiary PT Kalimantan Sawit Abadi
Total utang usaha, utang lain-lain dan pinjaman - pihak berelasi
118.501.684
106.413.792
150.665.698
441.716.178
388.227.857
Total trade payables, other payables and loan from - related parties
Total liabilitas
965.431.271
1.117.246.515
1.375.882.662
881.569.411
807.832.555
Total liabilities
12,27%
9,52%
10,95%
50,11%
48,06%
As percentage to total liabilities
Sebagai persentase terhadap total liabilitas
F-214
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
SALDO DAN TRANSAKSI BERELASI (lanjutan)
DENGAN
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIHAK
3.
BALANCE AND TRANSACTIONS RELATED PARTIES (continued)
WITH
Transactions with related parties, are as follows:
Transaksi dengan pihak berelasi adalah sebagai berikut: 30 Juni/June 30,
31 Desember/December 31,
2013
2012
2012
2011
2010
Penjualan Entitas anak PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi
66.574.358 14.695.806
21.030.910 5.215.632
96.040.684 27.296.218
3.068.642 27.397.028
44.141.457
Sales Subsidiaries PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi
Jumlah penjualan kepada pihak-pihak berelasi
81.270.164
26.246.542
123.336.902
30.465.670
44.141.457
Total sales to related parties
Jumlah penjualan
482.818.180
461.130.597
1.098.799.425
1.042.328.939
877.026.034
Total sales
16,83%
5,69%
11,22%
2,92%
5,03%
As percentage to total liabilities
Sebagai persentase terhadap jumlah penjualan
Pembelian Entitas anak PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati Pihak berelasi lainnya Hj Hayanah CV Enam Saudara PT Sawit Multi Utama PT Tanjung Sawit Utama CV Rizky Hj Asih Maman Firmansyah PT Menthobi Sawit Jaya
41.422.403 25.071.511
19.858.652 7.457.541
103.907.960 74.103.655
75.756.944 76.363.988
161.462.132 41.319.658
2.719.583 1.471.631 432.573 185.898 54.840 18.104 16.242 -
1.347.084 273.812 -
1.347.084 273.812 1.018.237 115.514 -
15 38.895.482 588.026 -
4.303.733 15.363.642 586.198 3.670.151
Purchase Subsidiaries PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati Other related parties HJ Hayanah CV Enam Saudara PT Sawit Multi Utama PT Tanjung Sawit Utama CV Rizky HJ Asih Maman Firmansyah PT Menthobi Sawit Jaya
Total pembelian dari pihak-pihak berelasi
71.392.785
28.937.089
180.766.262
191.604.455
226.705.514
Total purchase from related parties
Total beban pokok penjualan
260.723.159
208.345.276
489.489.341
460.670.187
465.147.837
Total cost of sales
13,89%
36,93%
41,59%
48,74%
As percentage to total cost of sales
Sebagai persentase terhadap total beban pokok penjualan
27,38%
F-215
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
SALDO DAN TRANSAKSI BERELASI (lanjutan)
DENGAN
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIHAK
3.
30 Juni/June 30, 2013
Pihak berelasi lainnya PT Tanjung Sawit Utama PT Sawit Multi Utama
Jumlah laba dari penjualan aset tetap
WITH
Transactions with related parties, are as follows: (continued)
Transaksi dengan pihak berelasi adalah sebagai berikut: (lanjutan)
Laba dari penjualan aset tetap Entitas anak PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati
BALANCE AND TRANSACTIONS RELATED PARTIES (continued)
31 Desember/December 31,
2012
2012
2011
2010 Gain from sale of fixed assets Subsidiaries
-
-
465.000
-
-
PT Kalimantan Sawit Abadi
-
-
465.000
-
-
PT Mitra Mendawai Sejati
-
-
605.000 490.000
-
-
PT Tanjung Sawit Utama PT Sawit Multi Utama
-
-
2.025.000
-
-
-
-
3.005.000
-
-
Total gain from sale of fixed assets
Other related parties
Sebagai persentase terhadap jumlah laba dari penjualan aset tetap
-
-
67,39%
-
-
As percentage to total gain from sale of fixed assets
Pendapatan dividen Entitas anak PT Mitra Mendawai Sejati
-
-
1.210.000
-
-
Dividend income Subsidiary PT Mitra Mendawai Sejati
Pendapatan keuangan Entitas anak PT Mitra Mendawai Sejati Pihak berelasi lainnya PT Tanjung Sawit Abadi PT Sawit Multi Utama
Total pendapatan keuangan Sebagai persentase terhadap jumlah pendapatan keuangan
Beban bunga Entitas anak PT Kalimantan Sawit Abadi Total beban keuangan Sebagai persentase terhadap total beban keuangan
Finance income Subsidiary 4.155.315
5.416.370
10.776.986
-
-
PT Mitra Mendawai Sejati Other related parties
-
8.583.294 6.204.205
15.477.707 10.999.973
13.303.858 9.384.318
-
PT Tanjung Sawit Abadi PT Sawit Multi Utama
4.155.315
20.203.869
37.254.666
22.688.176
-
19.456.234
26.861.071
40.327.169
28.116.284
1.820.893
21,36%
75,21%
92,38%
80,69%
-
Total Finance income As percentage to finance income
Interest expenses Subsidiary 2.313.699
2.461.986
4.898.630
-
-
42.259.525
48.090.799
97.453.129
85.334.967
34.129.947
5,47%
5,12%
5,03%
-
-
F-216
PT Kalimantan Sawit Abadi Total Finance cost As percentage to finance cost
Lampiran I
Appendix I The original separate financial statements as supplementary information to the consolidated financial statements are in the Indonesian language.
PT SAWIT SUMBERMAS SARANA Tbk CATATAN ATAS LAPORAN KEUANGAN TERSENDIRI Tanggal 30 Juni 2013 dan 31 Desember 2012 dan 2011, 2010 dan periode enam bulan yang berakhir pada tanggal-tanggal 30 Juni 2013 dan 2012 (tidak diaudit) dan untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2012 dan 2011 dan 2010 dengan angka perbandingan pada tanggal 1 Januari 2010/31 Desember 2009 (Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) 3.
SALDO DAN TRANSAKSI BERELASI (lanjutan)
DENGAN
PT SAWIT SUMBERMAS SARANA Tbk NOTES TO THE SEPARATE FINANCIAL STATEMENTS As of June 30, 2013 and December 31, 2012 and 2011 and 2010 and for the six-month periods ended June 30, 2013 and 2012 (unaudited) and for the years ended December 31, 2012 and 2011 and 2010 with comparative figures as of January 1, 2010/December 31, 2009 (Expressed in thousands of Rupiah, unless otherwise stated)
PIHAK
3.
30 Juni/June 30, 2013
Pihak berelasi lainnya PT Sawit Multi Utama PT Tanjung Sawit Abadi
Total pendapatan jasa titip olah Sebagai persentase terhadap jumlah pendapatan jasa titip olah
Beban jasa titip olah Entitas anak PT Mitra Mendawai Sejati PT Kalimantan Sawit Abadi
WITH
Transactions with related parties, are as follows: (continued)
Transaksi dengan pihak berelasi adalah sebagai berikut: (lanjutan)
Pendapatan jasa titip olah Entitas anak PT Kalimantan Sawit Abadi PT Mitra Mendawai Sejati
BALANCE AND TRANSACTIONS RELATED PARTIES (continued)
31 Desember/December 31,
2012
2012
2011
2010 Tolling income Subsidiaries
1.360.776
-
-
-
-
PT Kalimantan Sawit Abadi
4.029
-
-
-
-
PT Mitra Mendawai Sejati
18.211
-
-
-
-
Other related parties PT Sawit Multi Utama
7.835
-
-
-
-
1.390.851
-
-
-
-
PT Tanjung Sawit Abadi
1.390.851
-
-
-
-
Total tolling income
100%
-
-
-
-
As percentage to total tolling income
Tolling expenses Subsidiaries 393.276
-
-
-
-
PT Mitra Mendawai Sejati
213.665
-
-
-
-
PT Kalimantan Sawit Abadi
606.941
-
-
-
-
Total beban pokok penjualan
260.723.159
208.345.276
489.489.341
460.670.187
465.147.837
Total cost of sales
Sebagai persentase terhadap total beban pokok penjualan
0,23%
-
-
-
-
As percentage to total cost of sales
F-217
[THIS PAGE INTENTIONALLY LEFT BLANK]
PT SAWIT SUMBERMAS SARANA Jl. H. Udan Said No. 47, Pangkalan Bun 74113 Kalimantan Tengah, Indonesia
LEGAL ADVISORS TO THE COMPANY as to certain U.S. federal and New York Law
as to Indonesian Law
Clifford Chance
Hiswara Bunjamin & Tandjung
28/F, Jardine House One Connaught Place Hong Kong
Gedung BRI II, 23rd Floor Jl. Jend. Sudirman Kav. 44-46 Jakarta 10210 Indonesia
LEGAL ADVISORS TO THE INTERNATIONAL SELLING AGENTS as to certain U.S. federal and New York Law
as to Indonesian Law
Baker & McKenzie.Wong & Leow
Assegaf Hamzah & Partners
8 Marina Boulevard #05-01 Marina Bay Financial Centre Tower 1 Singapore 018981
Menara Rajawali 16th Floor Jl. Dr. Ide Anak Agung Gde Agung Lot #5.1 Kawasan Mega Kuningan Jakarta 12950 Indonesia
AUDITORS TO THE COMPANY Purwantono, Suherman & Surja (the Indonesian member firm of Ernst & Young Global Limited) Indonesia Stock Exchange Building Tower 2, 7th Floor Jl. Jend. Sudirman Kav. 52-53 Jakarta 12190 Indonesia
604029