PT SUMMARECON AGUNG 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 YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 Expressed in thousands of rupiah, unless otherwise stated
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15. LOANS FROM BANKS AND FINANCING INSTITUTIONS continued PT Bank Central Asia Tbk BCA continued
On September 23, 2008, SHO obtained an investment credit facility from BCA with a maximum amount of Rp150,000,000 with grace period for loan drawdowns until March 31, 2010 which has been
extended to December 31, 2011. Based on the credit facility agreement, loan from the facility is payable in quarterly installments starting from 2012 until 2018 and is collateralized by the Company’s
investment properties Note 13 and letter of undertaking and SHO’s cash flows. As of June 30, 2013 and December 31, 2012 and 2011, the outstanding loan balance from this facility amounted to
Rp28,950,000, Rp33,500,000 and Rp40,000,000, respectively, while as of December 31, 2010 there was no outstanding loan balance from this facility. For the six-month period ended June 30, 2013 and
year ended December 31, 2012, SHO made principal payments amounting to Rp4,550,000 and Rp6,500,000, respectively.
SHO must obtain written approval from BCA prior to performing the following activities, among others: 1 Change the stockholders’ composition.
2 Obtain other facility or loan from other financial institution.
PT Bank Mandiri Persero Tbk Mandiri
The Company obtained several facilities from Mandiri as follows: a. Special purpose credit facility with a maximum amount of Rp200,000,000 obtained in 2010 which
was drawn in the amounts of Rp11,500,000, Rp79,710,000 and Rp108,790,000 in 2010, 2011 and 2012, respectively. The loan is payable in quarterly installments starting from September 23,
2012 until December 23, 2015. The outstanding loan balance as of June 30, 2013 and December 31, 2012, 2011 and 2010 amounted to Rp169,000,000, Rp189,000,000, Rp90,210,000 and
Rp11,500,000, respectively. For the six-month period ended June 30, 2013 and year ended December 31, 2012, the Company made principal payments totaling Rp20,000,000 and
Rp10,000,000, respectively.
The loans are collateralized by undeveloped land, fixed assets and escrow accounts Notes 10, 12 and 14.
b. Special purpose credit facility with a maximum amount of Rp600,000,000 obtained in 2013 which was drawn in the total amount of Rp410,000,000 until June 30, 2013. The loan is payable in
quarterly installments starting from December 2015 until March 2020. This loan is collateralized by building owned by JBA and investment properties owned by LMD. Both guarantees are cross
collateral and cross default with other credit facilities. The loan bore interest at the annual rate of 9 in 2013. The outstanding loan balance as of June 30, 2013 less unamortized provision
amounts to Rp407,000,000.
c. Overdraft facility with a maximum amount of Rp50,000,000 with credit period of one year. As of December 31, 2011, the outstanding loan balance from this facility amounted to Rp9,854,190. As
of December 31, 2012 and 2010 there were no outstanding loan balances from this facility. Under the loan agreements with Mandiri above, the Company generally must comply with several
covenants, including maintaining certain financial ratios as follows: 1 Debt to equity ratio of not more than 3:1 as of June 30, 2013 and December 31, 2012, 2011 and
2010. 2 EBITDA to interest expense ratio of not less than 2.5:1 as of June 30, 2013 and December 31,
2012, 2011 and 2010.
PT SUMMARECON AGUNG 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 YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 Expressed in thousands of rupiah, unless otherwise stated
79
15. LOANS FROM BANKS AND FINANCING INSTITUTIONS continued PT Bank Mandiri Persero Tbk Mandiri continued
Under the loan agreements with Mandiri above, the Company is not allowed to perform the following actions as follows:
a. Obtain from or grant to any party loan, except in connection with normal daily operations and as long as the debt to equity ratio requirement above is complied with.
b. Merger andor acquisition, except when, as a result of the merger andor acquisition, the controlling stockholders remain the Summarecon Group, the acquisition is not material and the
payments to the bank and the whole financial ratio requirements above are still complied with. c. Change the controlling stockholders.
d. Sell or transfer the collateral. e. Perform bankruptcy petition.
In 2012, PT Makmur Orient Jaya MOJ obtained an investment credit facility from Mandiri with a maximum amount of Rp530,000,000 that was partially drawn in 2012 and is payable in quarterly
installments starting on the third quarter of 2014 up to the second quarter of 2020. The loan is collateralized by MOJ’s investment properties Note 13, escrow accounts Note 14 and corporate
guarantees from the shareholders. As of June 30, 2013 and December 31, 2012, the outstanding loan balance net of unamortized debt commission fees amounted to Rp197,349,750 and Rp37,350,000,
respectively. No principal payments were made by MOJ in 2013 and 2012.
Under the loan agreements with Mandiri above, MOJ must comply with several covenants, including maintaining Debt Service Coverage Ratio of more than 100, starting from the third year of
commercial operations.
Under the loan agreements with Mandiri above, MOJ is not allowed to perform the following actions: make settlement on the credit facility during the project construction, act as guarantor for or
collateralize other parties’ obligations, obtain new investment and decrease its authorized capital stock or paid-in capital, without the written approval from Mandiri.
PT Bank Bumi Arta Tbk BBA
In May 2011, BKV obtained several credit facilities as follows: a. Demand loan facility with a maximum amount of Rp30,000,000, which was fully drawn as of
December 31, 2011. The outstanding loan balance as of December 31, 2011 amounted to Rp30,000,000, which was fully paid on June 21, 2012.
b. Overdraft facility with a maximum amount of Rp5,000,000, which was due on May 2012. The outstanding loan balance as of December 31, 2011 amounted to Rp3,891,657. Subsequently, on
June 21, 2012, BKV obtained an additional overdraft facility amounting to Rp5,000,000, making the total facility to become to Rp10,000,000. As of June 30, 2013 and December 31, 2012 and
2011, the outstanding loan balance from this credit facility amounted to Rp1,307,926, Rp3,578,512 and Rp3,891,657, respectively. For the six-month period ended June 30, 2013 and year ended
December 31, 2012, BKV made principal payments totaling Rp2,270,586 and Rp313,145, respectively.
c. Investment credit facility with a maximum amount of Rp42,000,000 obtained in 2012, which will be due on June 21, 2022. As of December 31, 2012, the full amount of the facility was drawn and
is outstanding as of June 30, 2013 and December 31, 2012. No principal payments were made by BKV in 2013 and 2012.
