PT SAMPOERNA AGRO Tbk FORMERLY PT SELAPAN JAYA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 2007
and Year Ended December 31, 2006 With Comparative Figures for 2005 and 2004
Expressed in thousands of Rupiah, unless otherwise stated
16
3. ACQUISITION OF SUBSIDIARIES Acquisition of Palma Agro Ltd. PAL
On January 26, 2007, the Company acquired 100 ownership interest in PAL from Carlton Services Limited and Mayfair Trust Group with a purchase price amounting to US59,000,000 or equivalent to
Rp538,139,000. PAL is a holding company, established in Republic of Seychelles, and owns 93.6 shares of Sungai Rangit, another company engaged in palm oil plantation in Central Kalimantan. The
Company, Carlton Services Limited and Mayfair Trust Group were considered as entities under common control. Accordingly, this transaction has been accounted for in accordance with PSAK No.
38 “Accounting for Restructuring of Entities under Common Control” as described in Note 2s. The difference between PAL’s book value after taking up the carrying value of its investment in Sungai
Rangit with the purchase price amounting to Rp275,971,501, was presented as part of equity in the 2007 consolidated balance sheet as part of the account “Difference in the value of restructuring
transactions of entities under common control”
The details arising from the acquisition of PAL is computed as follows: Net book value of assets acquired
262,167,499 Difference in the value of restructuring
transactions of entities under common control 275,971,501
Purchase price, financed by bank loan Note 15 538,139,000
Cash balance received from the acquisition 12,970,290
The audited accounts of PAL and Sungai Rangit as of December 31, 2006 were used as the basis to determine the net book value of their assets for the above calculation The accounts of PAL and
Sungai Rangit in 2006 and prior periods were not retroactively consolidated to the acounts of the Company since PAL and Sungai Rangit, together with the Company, were not under common control
during those periods. Acquisition of PT Sawit Selatan, PT Tania Binatama, PT Sungai Menang, PT Selatanjaya
Permai, PT Pertiwi Lenggara Agromas and PT Usaha Agro Indonesia
On March 30, 2007, the Company acquired 99 ownership interest in six 6 non-operating companies hereafter named Subsidiaries, which own land permits to develop plantation, as follows:
a. PT Sawit Selatan, PT Tania Binatama, PT Sungai Menang, PT Selatanjaya Permai were acquired from PT Nitiagro Lestari, a Company’s shareholder, with the purchase price
amounting to Rp3,465,000. b. PT Pertiwi Lenggara Agromas was acquired from PT Wahana Sekar Agro and PT Berkah
Sawitri Nusantara with purchase price amounting to Rp4,950. c. PT Usaha Agro Indonesia was acquired from Hendra Prasetya and Aris Budiraharjo with
purchase price amounting to Rp4,950. Prior to the acquisition by the Company, those companies except for PT Usaha Agro Indonesia UAI
were under common control of Sampoerna Group. Accordingly, these transactions have been accounted for in accordance with PSAK No. 38 “Accounting for Restructuring of Entities under
Common Control” as described in Note 2s. There is no difference between purchase price and the carrying value of the investment of Sampoerna Group in these Subsidiaries. The goodwill totaling to
Rp9,267,695, which resulted from the initial acquisition of these companies except UAI by Sampoerna Group, were transferred to the Company at their respective carrying values and will be
amortized over 5 years.
PT SAMPOERNA AGRO Tbk FORMERLY PT SELAPAN JAYA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 2007
and Year Ended December 31, 2006 With Comparative Figures for 2005 and 2004
Expressed in thousands of Rupiah, unless otherwise stated
17
3. ACQUISITION OF SUBSIDIARIES continued Acquisition of PT Sawit Selatan, PT Tania Binatama, PT Sungai Menang, PT Selatanjaya
Permai, PT Pertiwi Lenggara Agromas and PT Usaha Agro Indonesia continued Purchase of UAI was accounted for using purchase method, which resulted to goodwill amounting to
Rp162, that will be amortized over 5 years. The cash flows arising from the acquisitions of those companies are as follows:
Total assets 842,283
Total liabilities 6,635,241
Net book value of assets acquired 5,792,958
Goodwill obtained from initial acquisition by the Sampoerna Group and goodwill UAI
9,267,858 Total purchase price
3,474,900 Less: cash balance received from acquisition
9,683
Payments for the acquisitions, net of cash balance of acquired subsidiaries received from acquisition
3,465,217
The audited accounts of those newly acquired subsidiaries as of December 31, 2006 were used as the basis to determine net book value of their assets for the above calculation.
The accounts of 6 Subsidiaries mentioned above in 2006 and prior periods were not retroactively consolidated to the accounts of the Company since these Subsidiaries together with the Company
were not under common control during those periods.
4. CASH AND CASH EQUIVALENTS
