158 Adaro Energy Annual Report 2009
From Us to Y
ou
Running Adaro
Management Report
Owning Adaro
Governing Adaro
Financial Report
Contact Us Corporate Social
Responsibility Adaro in Summary
www.adaro.com
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 520
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2009 AND 2008
Expressed in million Rupiah, unless otherwise stated
3. ACQUISITIONS, DISPOSALS, AND LIQUIDATION OF SUBSIDIARIES continued
e. Acquisition of Ariane Investments Mezzanine Pte Ltd, Ariane Capital Singapore Pte Ltd formerly Kerry Coal
Singapore Pte Ltd and Agalia Energy Investments Pte Ltd continued
iii. Acquisition of Agalia Energy Investment Pte Ltd
On 15 July 2008, ATA acquired 100 interest in Agalia Energy Investments Pte Ltd “Agalia” amounting to Rp 1,632,635.
2008
Purchase consideration through cash payment 1,632,635
Fair value of net assets acquired 35,146
Mining properties and goodwill 1,597,489
Details of the assets and liabilities arising from the acquisition are as follows:
2008
Investments in equity securities 35,955
Accrued expenses 240
Net assets 35,715
Interest acquired 100
Net assets acquired 35,715
Mining properties 1,443,467
Goodwill 516,981
Deferred tax liabilities 363,528
Purchase consideration through cash payment 1,632,635
Cash and cash equivalents in Agalia -
Net cash outflow from acquisition of subsidiary 1,632,635
By holding 100 interest in AIM, Ariane Capital and Agalia, ATA has consolidated the financial statements of AIM, Ariane Capital and Agalia, and recognised pre-acquisition income amounting to Rp 165,575 in its consolidated financial statement for
the year ended 31 December 2008. Through its ownership in AIM and Agalia, ATA has indirect ownership of 100 in Viscaya, Biscayne and Arindo Holdings, and
has increased its ownership in Arindo Global from 33.00 to 67.00. Ownership in Viscaya has resulted in an increase in ATA’s direct and indirect ownership in Adaro from 66.07 to 99.54. Ownership in Biscayne has resulted in an increase in
ATA’s indirect ownership in IBT from 67.16 to 100.00. Ownership in Arindo Holdings has resulted in an increase in ATA’s indirect ownership in Coaltrade from 64.00 to 100.00.
By consolidating the financial statements of AIM and Agalia which has total ownership in Viscaya of 100, mining properties amounting to Rp 1,017,069 are recorded at Group’s consolidated financial statement for the year ended 31 December 2008.
In September 2008, Arindo Holdings increased its issued and paid-up capital through an issuance of new shares. ATA acquired 25,000,000 new shares at a par value of US1 per share or equivalent to Rp 227,783. Rach M, AIM and Agalia did
not subscribe to any of issued shares, as a result, their ownership decreased from 100 to 0.03. There were no changes to the ownership of the Group.
Net cash outflow from the acquisition of AIM, Ariane Capital, Agalia, Arindo Holdings and the consolidation of Arindo Global are as follows:
2008
Net cash outflow from acquisition of AIM 6,095,355
Net cash outflow from acquisition of Ariane Capital 2,230,285
Net cash outflow from acquisition of Agalia 1,632,635
Net cash inflow from acquisition of Arindo Holdings 169,571
Net cash inflow from consolidation of Arindo Global 2,454
Net cash outflow from acquisition of AIM, Ariane Capital, Agalia, Arindo Holdings and consolidation of Arindo Global
9,786,250
Adaro Energy Annual Report 2009 159 www.adaro.com
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 521
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2009 AND 2008
Expressed in million Rupiah, unless otherwise stated
3. ACQUISITIONS, DISPOSALS, AND LIQUIDATION OF SUBSIDIARIES continued
f. Acquisition of PT Sarana Daya Mandiri by PT Alam Tri Abadi
On 29 October 2008, ATA acquired 51.20 interest in SDM for Rp 128.
2008
Purchase consideration through cash payment 128
Fair value of net liabilities acquired 17,772
Goodwill 17,900
Details of the assets and liabilities arising from the acquisition are as follows:
2008
Cash and cash equivalents 1,450
Other receivables 887
Advances and prepayments 17
Prepaid taxes 29,107
Fixed assets, net 299,230
Other payables 108,373
Accrued expenses 4
Taxes payable 1,343
Other short-term loan 143
Loans from related parties 238,600
Net liabilities 17,772
Interest acquired 51.20
Minority interest 48.80
Net liabilities acquired 17,772
Goodwill 17,900
Purchase consideration through cash payment 128
Cash and cash equivalents in SDM 1,450
Net cash inflow from acquisition of subsidiary 1,322
By holding 51.20 in SDM, ATA has consolidated the financial statements of SDM and recognised pre-acquisition loss amounting to Rp 17,772 in its consolidated financial statement for the year ended 31 December 2008.
On 29 May 2009, SDM increased its issued and paid in capital t hrough the issuance of 4,750 new shares with a par value of Rp 1,000,000 full amount per share. ATA acquired 2,432 shares from 4,750 of the new shares issued amounting to Rp
2,432. ATA acquired as its ownership in SDM, therefore there was no changes to t he ownership of the Group.
2009
Purchase consideration through cash payment 2,432
Fair value of net assets acquired 2,432
Goodwill -
g. Acquisition of Rachmalta Investments Ltd by Rachpore Investments Pte Ltd
On 24 December 2008, Rachpore incr eased its interest in Rachmalta, from 50 to 100, for US1 or equivalent to Rp 10,950 full amount. Through this increase, the consolidated financial statements of Rachmalta and its subsidiaries, MEC,
were consolidated to the consolidated financial statements of Rachpore, ATA and Group for the year ended 31 December 2008 and pre-acquisition loss amounting to Rp 21,413 was also recognised in those consolidated financial statements.
2008
Purchase consideration through cash payment -
Fair value of net liabilities acquired 163,859
Mining properties 163,859
160 Adaro Energy Annual Report 2009
From Us to Y
ou
Running Adaro
Management Report
Owning Adaro
Governing Adaro
Financial Report
Contact Us Corporate Social
Responsibility Adaro in Summary
www.adaro.com
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 522
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2009 AND 2008
Expressed in million Rupiah, unless otherwise stated
3. ACQUISITIONS, DISPOSALS, AND LIQUIDATION OF SUBSIDIARIES continued
g. Acquisition of Rachmalta Investments Ltd by Rachpore Investments Pte Ltd continued
Details of the assets and liabilities arising from the acquisition are as follows:
2008
Cash and cash equivalents 779
Loans to related parties 73,694
Accrued expenses 80
Amounts due to related parties 105
Loans from related party 402,006
Net liabilities 327,718
Interest acquired 50
Net liabilities acquired 163,859
Mining properties 163,859
Goodwill 40,965
Deferred tax liabilities 40,965
Purchase consideration through cash payment -
Cash and cash equivalents in Rachmalta 779
Net cash inflow from acquisition of subsidiary 779
In December 2008, Rachmalta was in a net liability position. The loss amounting to Rp 109,502 has not been recognised by Rachpore with respect to its 50 interest. The unrecognised share of net loss in Rachmalta was recognised by Rachpore in
2008 since the increase of Rachpore’s interest in Rachmalta to 100 on 24 December 2008. At ATA’s consolidation level, the amount was recorded as a reduction of retained earnings.
On 23 December 2008, ATA and Coaltrade acquired ownership in Adaro from MEC for US6,713,783 and US16,217, respectively. Through this transaction, ATA increased its ownership in Adaro to 100.
At the Group’s and ATA’s consolidation level, MEC’s share of Adaro’s net income that has not been previously recognised, was recorded as an increase to the retained earnings amounting to Rp 2,646. In addition, the Group and ATA also recognised
mining property, goodwill and deferred tax liabilities for MEC’s ownership in Adaro amounting to Rp 89,816, Rp 22,454 and Rp 22,454, respectively.
h. Liquidation of Revere Group Ltd, Decimal Investments Pte Ltd, Saluno Investments Pte Ltd, Rachsing Holdings Pte
Ltd, Ariane Investments Mezzanine Pte Ltd, Ariane Capital Singapore Pte Ltd and Agalia Energy Investments Pte Ltd On 28 October 2008, Revere Group Ltd, Decimal, Saluno Investments Pte Ltd, Rachsing Holdings Pte Ltd, AIM, Ariane
Capital and Agalia were liquidated. As a result of the liquidation, ATA directly owns additional shares in Biscayne, Rach M, Rachpore, Viscaya, Arindo Holdings and Arindo Global of 100, 100, 100, 100, 0.30 and 67, respectively.
All the assets and liabilities of the liquidated companies have been transferred to their shareholders.
i. Disposal of PT Nusantara Power Energy by PT Jasapower Indonesia
On 30 April 2008, JPI disposed of all of its interest in PT Nusantara Power Energy “NPE” for Rp 700. The details of the net assets disposed of are as follows:
2008
Other assets 5,000
Net assets 5,000
Interest disposed 70
Net assets disposed 3,500
Adjustment to net assets disposed of: - Loss on disposal of subsidiary
2,800 - Other receivable from disposal of subsidiary
700 Cash received from disposal of subsidiary
- Cash and cash equivalents in NPE
- Net cash outflow from disposal of subsidiary
-
Adaro Energy Annual Report 2009 161 www.adaro.com
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 523
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2009 AND 2008
Expressed in million Rupiah, unless otherwise stated
3. ACQUISITIONS, DISPOSALS, AND LIQUIDATION OF SUBSIDIARIES continued
j. Acquisition of Coronado Holdings Pte Ltd and Orchard Maritime Logistics Pte Ltd
On 30 April 2009, JPI acquired a 86 interest in Coronado, a 43.2 interest in OML and Coronado’s previous shareholder receivables amounting to US2,237,124, for a total cost of US78,550,000. Coronado owns a 36 interest in OML which has
ownership in OMN of 100. Through these transactions, JPI owns direct and indirect interest in OML of 74.16. As such, OML was consolidated in the Group’s consolidated financial statements.
i. Acquisition of Coronado Holdings Pte Ltd
2009
Purchase consideration through cash payment 352,015
Assignment of receivables from previous shareholders 23,966
Purchase consideration 328,049
Book value of net assets acquired 12,767
Adjustment related to fair value of OML’s fixed assets 100,694
Goodwill 214,588
Details of the assets and liabilities arising from the acquisition are as follows:
2009
Cash and cash equivalents 58
Prepayments 12
Investment in equity securities 42,677
Accrued expenses 89
Loans from shareholders 27,813
Adjustment due to difference between OML’s net assets and Coronado’s: - Investment in OML
9,067 - Negative goodwill
9,067 Net assets
14,845 Interest acquired
86 Net assets acquired
12,767 Goodwill
214,588 Adjustment related to fair value of OML’s fixed assets
100,694 Assignment of receivables from previous shareholders
23,966 Purchase consideration through cash payment
352,015 Cash and cash equivalents in Coronado
58 Net cash outflow from acquisition of subsidiary
351,957
ii. Acquisition of Orchard Maritime Logistics Pte Ltd
2009
Purchase consideration through cash payment 491,184
Investment in OML through acquisition of Coronado 152,438
Book value of net assets acquired 113,835
Adjustment to fair value of fixed assets 237,736
Goodwill 292,051
