PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 545
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
23. LONG-TERM BANK LOANS continued
f.
US40,000 Facility Agreement continued
As at 31 December 2014, the outstanding balance of the revolving loan facility was US40,000 31 December 2013: USnil. This loan has a maturity date on 29 May 2019. Initial repayment and re-drawdown are allowed during the
availability period.
In accordance with the loan agreement, MBP is required to maintain certain financial ratios, with which MBP was in compliance as at 31 December 2014. MBP is also required to comply with certain terms and conditions relating to its
Articles of Association, the nature of the business, dividends, corporate actions, financing activities and other matters. MBP is in compliance with the related terms and conditions.
g. US750,000 Facility Agreement
On 4 July 2011, Adaro, as the Borrower, entered into a syndicated loan facility agreement with several banks which consisted of DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, PT Bank Mandiri Persero Tbk, The Bank
of Tokyo-Mitsubishi UFJ Ltd. Singapore and Jakarta branch, where PT Bank Mandiri Persero Tbk acts as the facility agent. These facilities consist of a term loan facility of US350,000 and an amortising revolving loan facility of
US400,000 with interest rates at LIBOR plus a certain percentage. These facilities were used for capital expenditure, working capital and other general corporate purposes. The Company acts as the guarantor of this syndicated loan.
As at 31 December 2013, the outstanding balance of this loan was US421,000. In September 2014, the outstanding loan was fully paid through refinancing using the US1,000,000 Facility Agreement refer to Note 23a.
h. PT Bank OCBC NISP Tbk
On 3 December 2009, SDM obtained a term loan facility of US15,000 from PT Bank OCBC NISP Tbk. This credit facility was used for the purpose of refinancing a portion of the Barito Channel project cost which was previously
financed by ATA. The facility has a final maturity date of five-year after first withdrawal and is payable on a semester basis. The loan bears interest at the three-month LIBOR plus a certain percentage and is payable on a quarterly basis.
As at 31 December 2013, the outstanding balance of this facility was US4,999. In September 2014, SDM had fully paid its outstanding loan balance under this facility.
24. SENIOR NOTES
2014 2013
Face value -
800,000 Discount and issuance cost
- 15,161
Amortisation of discount and issuance cost
- 5,031
Total -
789,870
On 22 October 2009, Adaro issued Guaranteed Senior Notes the “Senior Notes” amounting to US800,000, with a selling price of 99.141. The Senior Notes will mature in 2019. The Senior Notes bear a fixed interest rate of 7.625, which is
payable semi-annually in arrears on 22 April and 22 October of each year commencing on 22 April 2010. The Senior Notes are unconditionally and irrevocably guaranteed by the Company.
On 22 October 2014, Adaro redeemed the entire outstanding Senior Notes balance amounting to US800,000 at redemption price of 103.813 of the principal amount of the Senior Notes, plus accrued and unpaid interest to the redemption date.
197
AdARo ENERgy 2014 ANNuAl REPoRT
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 546
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
25. RETIREMENT BENEFITS OBLIGATION
Provision for employee benefits as at 31 December 2014 and 2013 was calculated by Padma Radya Aktuaria, independent actuaries, in various actuarial reports issued in 2015 and 2014.
The principal assumptions used in determining the Group’s provision for employee benefits are as follows:
2014 2013
Discount rate 8 - 8.75 Rp
8.8 - 9 Rp 2 US
2.4 US Salary growth rate
5 - 15 5 - 15
Expected return on plan assets 7
7 Normal retirement age
55 55
Mortality rate from the Indonesian Mortality Table
100 TMI3 100 TMI3
Provision for employee benefits recognised in the consolidated statements of financial position is computed as follows:
2014 2013
Present value of funded obligations 16,618
11,731 Fair value of plan assets
1,283 1,225
Deficit of funded plans 15,335
10,506 Present value of unfunded obligations
35,677 27,135
Total 51,012
37,641 Unrecognised actuarial loss
2,166 5,457
Unrecognised past service cost 25
30
Net liability 53,153
43,068
The movement in the Group’s fair value of plan assets during the year is as follows:
2014 2013
At the beginning of the year 1,225
1,482 Contribution
1 -
Expected return on plan assets 70
79 Actuarial gainloss
14 26
Foreign exchange difference 27
310 At end of the year
1,283 1,225
The movement in the Group’s present value of obligation is as follows:
2014 2013
At the beginning of the year 38,866
41,838 Current service cost
10,070 13,574
Interest cost 3,098
2,724 Actuarial lossgain
3,022 13,971
Past service cost 405
960 Benefits paid
1,049 842
Curtailment and settlement 809
- Foreign exchange difference
1,308 5,417
At end of the year 52,295
38,866
198
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 547
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
25. RETIREMENT BENEFITS OBLIGATION continued
The amount recognised in profit or loss is as follows:
2014 2013
Current service cost 10,070
13,574 Interest cost
3,098 2,724
Expected return on plan assets 70
79 Net actuarial gain recognised in current year
7 460
Curtailment and settlement 809
- Foreign exchange difference
1,305 5,107
Past service cost 405
960 Total
11,382 11,612
The actual return on plan assets as at 31 December 2014 was US85 2013: US53. As at 31 December 2014 and 2013, the plan assets were fully invested in the money market.
Expected returns on the money market are based on expected future fair value as at the reporting date. Expected contributions to post employment benefit plans for the next year are US1.
2014 2013
2012
Experience adjustment on plan liabilities 442
3,656 1,538
Experience adjustment on plan assets 14
26 37
26. PROVISION FOR MINE RECLAMATION AND CLOSURE
2014 2013
Beginning balance 40,355
16,211 Addition Note 33
27,910 27,166
Realisation 4,826
3,341 Accretion
1,792 401
Foreign exchange difference 93
82
Ending balance 65,138
40,355
199
AdARo ENERgy 2014 ANNuAl REPoRT
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 548
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
27. SHARE CAPITAL
All shares in the Company have been listed on the Indonesian Stock Exchange since 16 July 2008. The Company’s shareholders as at 31 December 2014 and 2013 based on the records maintained by PT Kustodian Sentral Efek Indonesia
“KSEI”, the share administrator, were as follows:
Percentage Number of
of ownership Shareholders
shares Amount
31 December 2014 PT Adaro Strategic Investments
14,045,425,500 43.91
150,589 Garibaldi Thohir President Director
1,976,632,654 6.18
21,193 Edwin Soeryadjaya President Commissioner
1,051,738,544 3.29
11,276 Theodore Permadi Rachmat Vice President Commissioner
724,420,430 2.26
7,767 Sandiaga Salahuddin Uno Director
640,838,202 2.00
6,871 Ir. Subianto Commissioner
435,000,120 1.36
4,664 Chia Ah Hoo Director
8,413,500 0.03
90 Public
13,103,493,050 40.97
140,490
Total 31,985,962,000
100.00 342,940
31 December 2013 PT Adaro Strategic Investments
14,045,425,500 43.91
150,589 Garibaldi Thohir President Director
1,986,032,654 6.21
21,293 Edwin Soeryadjaya President Commissioner
1,051,738,544 3.29
11,276 Theodore Permadi Rachmat Vice President Commissioner
724,420,430 2.26
7,767 Sandiaga Salahuddin Uno Director
640,838,202 2.00
6,871 Ir. Subianto Commissioner
435,000,120 1.36
4,664 Chia Ah Hoo Director
8,113,500 0.03
87 Public
13,094,393,050 40.94
140,393
Total 31,985,962,000
100.00 342,940
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held.
28. ADDITIONAL PAID-IN CAPITAL, NET
2014 2013
Additional paid-in capital from IPO 1,219,813
1,219,813 Share issuance costs
44,532 44,532
Difference in value from restructuring transactions of entites under common control 20,787
20,787
Additional paid-in capital, net 1,154,494
1,154,494
The additional paid-in capital from IPO represents the balance from the IPO in 2008.
200
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 549
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
29. RETAINED EARNINGS
Unappropriated Appropriated
Total
Balance as at 1 January 2013 before restatement 1,023,426
43,235 1,066,661
Impact on adoption of IFAS No. 29 refer to Note 3 23,544
- 23,544
Balance as at 1 January 2013 999,882
43,235 1,043,117
Profit for the year 233,965
- 233,965
Appropriation of retained earnings 3,853
3,853 -
Payment of dividend 80,285
- 80,285
Balance as at 31 December 2013 1,149,709
47,088 1,196,797
Profit for the year 178,162
- 178,162
Appropriation of retained earnings 2,312
2,312 -
Dividend 65,252
- 65,252
Balance as at 31 December 2014 1,260,307
49,400 1,309,707
As restated refer to Note 3 The Limited Liability Company Law of the Republic of Indonesia requires the establishment of a general reserve from net
income amounting to at least 20 of a company’s issued and paid-up capital. This general reserve is presented as appropriated retained earnings in the consolidated statements of financial position. There is no time limit on the
establishment of the reserve.
30. DIVIDENDS
At the Company’s Board of Commissioners and Directors Meeting held on 21 November 2012, a cash dividend for 2012 of US35,185 US0.0011share - full amount was approved. The cash dividend was paid on
15 January 2013. At the Company’s Annual General Meeting of Shareholders “AGMS” held on 19 April 2013, a total cash dividend for 2012 of
US117,069 US0.00366share - full amount was approved. This included cash dividend for 2012 of US76,767, which was paid on 12 June 2012 and 15 January 2013. The remaining US40,302, final cash dividend for 2012, was paid on 12 June
2013. At the Company’s Board of Commissioners and Directors Meeting held on 2 December 2013, a cash dividend for 2013 of
US39,983 US0.00125share - full amount was approved. The cash dividend was paid on 16 January 2014.
At the Company’s AGMS held on 25 April 2014, a total cash dividend for 2013 of US75,168 US0.00235share - full amount was approved. This included cash dividend for 2013 of US39,983, which was paid on 16 January 2014. The
remaining US35,185, final cash dividend for 2013, was paid on 12 June 2014. At the Company’s Boards of Commissioners and Directors Meeting held on 2 December 2014, a cash dividend for 2014 of
US30,067 US0.00094share - full amount was approved. The cash dividend was paid on 16 January 2015.
31. NON-CONTROLLING INTERESTS
31 December 2014 Adjustment,
Share in Other
Beginning addition and net income comprehensive
Ending balance
deduction loss
Dividend income
balance
PT Bhakti Energi Persada and subsidiaries 424,184
- 592
- 2,539
422,237 Others each below US50,000
66,034 284
4,786 1,032
27 69,477
Total 490,218
284 5,378 1,032
2,566 491,714
201
AdARo ENERgy 2014 ANNuAl REPoRT
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 550
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
31. NON-CONTROLLING INTERESTS continued
31 December 2013 Addition
Share in Other
Beginning and
net income comprehensive Ending
balance Acquisition deduction
loss Dividend
income balance
PT Bhakti Energi Persada and subsidiaries
429,016 -
989 4,742
- 899 424,184
Others each below US50,000 7,068
56,073 444 2,774
705 380
66,034
Total 436,084
56,073 545
1,968 705
1,279 90,218
32.
REVENUE 2014
2013
Sales of coal Export
2,448,130 2,452,832
Domestic 653,996
616,471 3,102,126
3,069,303
Mining services
Domestic 139,076
147,748
Others
Export 600
600 Domestic
83,642 67,491
84,242 68,091
Total 3,325,444
3,285,142
All of the consolidated revenue was generated from third party transactions. For the years ended 31 December 2014 and 2013, there were no customers with which revenue transactions exceeded 10 of
the total consolidated revenue.
33. COST OF REVENUE
2014 2013
Sales of coal Mining
1,390,479 1,286,438
Coal processing 116,658
126,201 Total production costs
1,507,137 1,412,639
Royalties to Government 354,148
348,014 Freight and handling costs
240,022 268,794
Depreciation Note 12 182,703
165,256 Amortisation of mining properties Note 14
95,689 78,991
Purchase of coal 24,267
74,949 Mine closure and reclamation costs Note 26
27,910 27,166
Coal inventory: Beginning balance
44,298 32,251
Ending balance 44,011
44,298 Decreaseincrease in coal inventory
287 12,047
Total cost of revenue - sales of coal 2,432,163
2,363,762
202
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 551
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
33. COST OF REVENUE continued
2014 2013
Mining services
Repair and maintenance 34,827
37,074 Consumables
34,416 29,787
Depreciation Note 12 23,345
31,726 Employee costs
15,533 18,957
Subcontractors 5,340
6,976 Other costs
10,445 10,165
Total cost of revenue - mining services 123,906
134,685
Others
Consumables 10,345
10,918 Depreciation Note 12
11,208 8,490
Other costs 27,822
23,129 Total cost of revenue - others
49,375 42,537
Total 2,605,444
2,540,984
As restated refer to Note 3
Details of suppliers with transactions that represent more than 10 of the consolidated revenue are as follows:
2014 2013
Third parties: PT Shell Indonesia
514,834 469,864
PT Pamapersada Nusantara 482,901
422,709
Total 997,735
892,573
Refer to Note 37 for details of related party balances and transactions.
34. OPERATING EXPENSES
2014 2013
Selling and marketing
Sales commission 44,372
41,330 Others
773 937
Subtotal 45,145
42,267
General and administrative
Employee costs 52,892
51,793 Others
61,697 79,029
Subtotal 114,589
130,822
Total 159,734
173,089
203
AdARo ENERgy 2014 ANNuAl REPoRT
PT ADARO ENERGY Tbk AND SUBSIDIARIES Schedule 552
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2014 AND 2013
Expressed in thousands of US Dollars, unless otherwise stated
35. OTHER EXPENSES, NET
2014 2013
Gain from sales of investment in an associate Note 13 11,436
- Foreign exchange loss, net
13,304 53,198
Loss on mining properties impairment Note 14 40,705
- Loss on goodwill impairment Note 15
16,743 101,877
Negative goodwill from business acquisition Note 5 -
145,578 Others
7,397 22,315
Total, net 66,713
31,812 36.
TAXATION a.
Prepaid taxes 2014
2013
Corporate income tax 75,734
144,229 VAT
52,191 42,487
Total 127,925
186,716
Less current portion 80,452
186,716
Non-current portion
47,473 -
b. Recoverable taxes