PT CITATAH Tbk Balance Sheets 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) Notes 2010 2009 Assets Current assets Cash and cash equivalents Trade accounts receivable net of allowance for doubtful accounts Other receivables Inventories Prepaid taxes Other current assets 3d,4 8,099,622,416 7,694,084,898 3e,5 6 3f,7 8 22,002,333,307 2,241,868,663 68,011,134,237 8,101,701,212 147,377,191 34,910,936,053 1,216,186,340 52,678,282,337 6,777,701,837 405,275,713 108,604,037,026 103,682,467,178 3g,10 1,911,654,472 1,936,362,210 3g,3h 11 62,878,087,725 66,850,389,452 3i,12 13 29d 14 12,862,280,730 3,848,885,694 646,724,430 1,007,585,245 13,407,114,726 1,707,938,170 0 662,398,745 83,155,218,296 84,564,203,303 191,759,255,322 188,246,670,481 Total current assets Non-current assets Unused fixed assets – net of accumulated depreciation Fixed assets, net of accumulated depreciation of 167,658,760,646 (2009 : 158,109,997,869 ) Deferred charges, net of accumulated amortization Restricted funds Deferred tax assets Other non current assets Total non-current assets Total assets The accompanying notes form an integral part of the financial statements 1 PT CITATAH Tbk Balance Sheets (continued) 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) Notes 2010 2009 Liabilities and Shareholders’ Equity Current liabilities Bank loans Trade accounts payable Other payables Advances received Tax payables Accrued expenses 15 16 4,256,061,792 9,151,179,538 531,210,513 11,107,603,217 4,943,645,307 3,787,710,212 4,920,250,557 8,049,069,594 630,100,045 8,828,737,353 4,193,659,722 5,785,101,003 Current portion of long term bank loans Current portion of lease obligations Current portion of convertible loans Total current liabilities 21 22 23 55,306,523,019 2,971,993,951 11,808,443,303 103,864,370,852 59,954,356,230 1,571,348,194 12,976,466,710 106,909,089,408 3j,9 20 22 29d 3n 1,414,854,545 18,989,635,056 116,534,004 0 0 20,521,023,605 1,434,854,545 16,370,141,611 2,050,948,143 452,697,017 13,614,945 20,322,256,261 124,385,394,457 127,231,345,669 459,083,982,100 72,305,127,906 (464,015,249,141) 459,083,982,100 72,305,127,906 (470,373,785,194) 67,373,860,865 61,015,324,812 191,759,255,322 188,246,670,481 17 18 19 Long-term liabilities Due to related parties Provision for employee entitlements Lease obligations Deferred tax liabilities Effect of trouble in debt restructuring Total long-term liabilities Total liabilities Shareholders’ equity Authorized – Rp 1,260,000,000,000 consist of 840,000,000 shares of Series A with nominal value of Rp 500 per share and 8,400,000,000 shares of Series B with nominal value of Rp 100 per share Issued and fully paid – 840,000,000 shares of Series A and 390,839,821shares of Series B Additional paid in capital-net Accumulated losses Total shareholders’ equity 24 25 Total liabilities and shareholders’ equity The accompanying notes form an integral part of the financial statements 2 PT CITATAH Tbk Statements of Profit and Loss For the period ended 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) Notes Net sales Cost of goods sold 3c,26 27 Gross profit Operating expenses: Marketing and selling General and administrative Total operating expenses 21,23 Profit before corporate income tax Corporate income tax benefits Current year Deferred tax 2009 101,273,973,855 77,054,809,582 24,219,164,273 115,765,219,667 89,664,930,305 26,100,289,362 12,939,645,963 9,057,834,209 21,997,480,172 10,415,139,448 8,146,026,455 18,561,165,903 28 Operating profit Other income/(expenses): Interest income Interest expense Foreign exchange gain-net Others Total other income/(expenses)-net 2010 2,221,684,101 7,539,123,459 83,413,002 (627,948,665) 3,625,751,076 (252,978,384) 2,828,237,029 166,689,803 (854,426,563) 8,356,540,616 (55,478,726) 7,613,325,130 5,049,921,130 15,152,448,589 0 30,474,810 30,474,810 0 270,464,183 270,464,183 5,080,395,940 15,422,912,772 3l,29a Net profit Operating profit per share 3k 1.81 6.1 Net profit per share 3k 4.13 12.5 The accompanying notes form an integral part of the financial statements 3 PT CITATAH Tbk Statement of Changes in Equity For the period ended 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) Share capital Balance as of 1 January 2009 Additional Paid in Capital-net Accumulated loss Total shareholders’ equity 459,083,982,100 72,305,127,906 (485,796,697,966) 45,592,412,040 0 0 15,422,912,772 15,422,912,772 Balance as of 30 Sep 2009 459,083,982,100 72,305,127,906 (470,373,785,194) 61,015,324,812 Balance as of 1 January 2010 459,083,982,100 72,305,127,906 (469,095,645,081) 62,293,464,925 0 0 5,080,395,940 5,080,395,940 459,083,982,100 72,305,127,906 Net profit for 2009 Net profit for 2010 Balance as of 30 Sep 2010 (464,015,249,141) 67,373,860,865 The accompanying notes form an integral part of the financial statements 4 PT CITATAH Tbk Statements of Cash Flows For the period ended 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 2010 2009 120,059,813,024 (104,791,410,485) (6,971,256,391) 128,577,852,421 (111,672,934,590) (7,021,314,618) Cash flows from operating activities Cash received from customers Cash paid to suppliers and employees Cash paid for income tax 8,297,146,148 Interest paid Interest received (627,948,665) 83,413,002 Total net cash provided by operating activities 9,883,603,213 (854,426,563) 166,689,803 7,752,610,485 9,195,866,453 Purchases of fixed assets Proceeds from sales of fixed assets (2,215,557,977) 209,000,000 (7,295,313,478) 195,500,000 Total net cash (provided) in investing activities (2,006,557,977) Cash flows from investing activities (7,099,813,478) Cash flows from financing activities (Increase)/decrease in restricted fund Proceeds from short-term bank loans Payment of lease obligations (1,526,183,618) 2,129,908,637 (2,411,289,891) 907,988,192 (423,871,884) (1,732,676,764) Total net cash (used in) financing activities (1,807,564,872) (1,248,560,456) Net increase in cash and cash equivalents 3,938,487,636 Cash and cash equivalents at beginning of period 4,161,134,780 6,846,592,379 8,099,622,416 7,694,084,898 Cash and cash equivalents at the end of period 4 847,492,519 The accompanying notes form an integral part of the financial statements 5 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 1. General PT Citatah Tbk (the “Company”) was established in Indonesia within the framework of the Domestic Capital Investment Companies (PMDN) Law No. 6/1968 based on notarial deed No. 77 dated September 26, 1974 of Komar Andasasmita, S.H., notary public in Jakarta. The deed of Establishment was approved by the Ministry of Justice of the Republic of Indonesia (currently known as the Ministry of Law and Human Rights of the Republic of Indonesia) in its decision letter No. Y.A.5/362/17 dated December 8, 1975, and was published in the State Gazette of the Republic of Indonesia No. 38 dated May 11, 1976, Supplement No. 348. The Articles of Association have been amended several times, Notarial Deed No. 137 dated September 20, 2007 of Dr. Irawan Soerodjo, S.H., MSi., notary public in Jakarta, concerning the conversion of the Company’s certain debts to the third party lenders into shares of stock with nominal value of Rp 100 per share (debt to equity conversion). The said amendment was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its letter No. C-UM.HT.01.10-342 dated October 9, 2007. The latest amendment of the Articles of Association which was based on Notarial Deed No. 61 dated April 13, 2009 of Dr. Irawan Soerodjo, SH, Msi, notary public in Jakarta, concerning the revisions in the Company’s Articles of Association to be in accordance with the provisions of the Republic of Indonesia Law No. 40/2007 regarding Limited Liability Company and Capital Market and Financial Institution Supervisory Agency (Bapepam-LK) regulation. The said amendment was approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-16950.AH.01.02.Tahun 2009 dated April 30, 2009. On October 30, 2007, the Director of the Indonesia Stock Exchange has approved the listing of 390,839,821 Series B shares in relation to the said debt to equity conversion. In accordance with article 3 of the Company’s Article of Association, the scope of the Company’s activities comprises manufacturing and sale of marble, marble handicrafts and other related activities The Company commenced its commercial operations in 1976. The Company’s office is located in Pinangsia III No. 31, Jakarta, Indonesia and it has factories located in Pangkep (South Sulawesi), Bandung and Karawang. As of 30 September 2010, the Company had a production capacity of 68,000 m2 slabs and 115,000 m2 tiles per month and it had 929 employees. The end of year 2005, Company have closed all factory’s activity in Bandung. Effective from 10 June 1996 the Chairman of the Capital Market and Financial Institution Supervisory Agency (“BapepamLK”) approved the Company’s initial public offering of 44,000,000 shares at a total nominal value of Rp22,000,000,000. Since 3 July 1996, the Company’s said shares have been traded on the Indonesia Stock Exchange (currently Indonesian Stock Exchange). On October 30, 2007, the Company obtained approval from the Director of the Indonesia Stock Exchange for the listing of the additional 390,839,821 shares without pre-emptive Right and with nominal value of Rp 100 per share in relation to the conversion of Company’s certain debts into shares of stock. The Company’s Board of Commissioners and Directors as of 30 September 2010 and 2009 are as follows: Board of Commissioners Board of Directors -------------------------------------------------------------------------------------------------------------------------------------------------Arif Sianto - President Commissioner Taufik Johannes - President Director Gregory Nanan Aswin - Independent Denise Johanes Commissioner Tiffany Johanes Ismail Husin Sergio Magliocco 6 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 2. Economic conditions and going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, despite the net income generated in 2010 amounting to Rp 5,080,395,940 the Company continues to reflect an accumulated deficit of Rp 464,015,249,141 as of 30 September 2010 which resulted from recurring losses in prior years. The incurrence of these losses had led to the Company’s inability to meet its maturing obligations, principal and interest, to certain third party lenders. These conditions indicate the existence of material uncertainty which may cast significant doubt as to the ability of the Company to continue operating as a going concern. In response to the foregoing matters, the Company continues to implement measures geared towards generating liquidity to meet maturing obligations and profitability. Some of the more significant measures are: Complete the remaining debt restructuring activities The Company plans to complete the negotiation with PT Perusahaan Pengelola Aset (Persero) since complete debt restructuring will enable management to obtain necessary working capital from the investor in order to maintain operations at the highest possible level and to take the inherent profitability of the business. In addition, the capital structure of the Company will further strengthen through the conversion of the remaining debts to equity. Continuously to implement cost cutting measures to further reduce operating costs. Change its domestic marketing strategy to emphasize high-end residential market sales. Increase its efforts to reduce the inventory turnover cycle and improve cash flows. Apply a more stringent credit criteria extending credit to buyers. Management believes that the Company’s profitability will be restored upon the successful implementation of the aforementioned measures. The Company’s ability to continue as a going concern entity is dependent on the successful completion of debt restructuring activities and implementation of the abovementioned management plans. The accompanying financial statements do not include any adjustment that might result from the outcome of these uncertainties. 3. Summary of significant accounting policies The significant accounting principles which are applied consistently in the presentation of the financial statements for the period ended 30 September 2010 and 2009 as follows: a. Basis of Measurement and Presentation of Financial statements The financial statements are presented in accordance with generally accepted accounting principles in Indonesia (“Indonesian GAAP”), i.e., Statements of Financial Accounting Standard (“PSAK”), and regulations and Financial Statements Presentation and Disclosure Guidelines established by the Indonesia Capital Market and Financial Institutions Supervisory Agency (“BAPEPAM-LK”) for public listed manufacturing companies. The financial statements are prepared on the basis of historical costs. The financial statements are prepared on the basis of accrual method, except for statements of cash flows. 7 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 3. Summary of significant accounting policies (continued) a. Basis of Measurement and Presentation of Financial Statements (continued) The statements of cash flows are prepared using direct method by classifying cash flow into operating activities, investing activities and financing activities. The Company using Rupiah for the presentation of the financial statements, unless otherwise stated. b. Foreign Currency Transactions and Balances The Company maintains its accounting records in Rupiah. Transactions in currencies other than Rupiah are recorded at the prevailing rates of exchange in effect on the date of the transactions. As of the balance sheet dates, all foreign currency monetary assets and liabilities have been translated at the middle exchange rates quoted by Bank Indonesia on those dates. The net unrealized foreign exchange gains or losses arising are recognized in the current year’s statement of profit and loss. c. Revenue Recognition Revenue from the sales of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the buyer. Revenue from local sales is recognized when goods are delivered to the buyer and revenue from export sales is recognized when goods are shipped (FOB shipping point). d. Cash and Cash Equivalents Cash on hand and in banks and short-term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as cash on hand, bank and time deposits which are not pledged, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the statements of cash flow, cash and cash equivalents consists of cash on hand and at banks and short term deposits with maturity of not more than three months. e. Allowance for Doubtful Accounts Allowance for doubtful accounts is made based on management’s evaluation of the collectibility of the individual receivable accounts at the end of the period. f. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average method (except for the indirect materials like spare part, factory supplies and explosive material which is determined using FIFO - first in first out method) and comprises of all purchase, conversion and other costs incurred in bringing the inventory to its present location and condition. Finished goods include an appropriate allocation of fixed and variable factory overhead in addition to direct materials and labor. Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and the estimated cost necessary to make the sale. Provision for obsolete and slow moving inventory is determined on the basis of estimated future usage or sale of individual inventory items. 8 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 3. Summary of significant accounting policies (continued) g. Fixed Assets (continued) Fixed assets are stated at cost less accumulated depreciation. Fixed assets, except land, are depreciated using the straight line method based on the estimated useful lives of the assets as follows: Years Buildings 20 Machinery and equipment 12.5 Vehicles 5 Office equipment 5-8 The cost of repairs and maintenance is charged to income as incurred, significant renewals and betterment are capitalized. When assets are retired or otherwise disposed of, their carrying value and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statement of profit and loss for the period. The Company has rights to land through years 2024 to 2028 on which its quarries and factories are located in Bandung, Pangkep and Karawang. These rights can be extended for an additional 40 years at the Company’s option and following payment of a nominal fee before the expiry of the initial term. Deferred costs incurred during the legal process of establishing the land rights paid to the government is expensed when incurred as they are small amounts relative to the cost of the land rights. h. Leases Lease transactions are accounted for under the capital lease method if all of the following criteria are met: • The lessee has an option to purchase the leased assets at the end of the lease period at a price mutually agreed upon at the commencement of the lease agreement; • Total periodic payments plus residual value fully covers the acquisition cost of the leased capital goods plus interest thereon which is the lessor’s profit; and • The lease period covers a minimum of two years. Finance leases, which effectively transfer to the company substantially all the risks and rewards incidental to ownership of the leased item, are capitalized at the present value of the minimum lease payments at the inception of the lease term and disclosed as leased property, plant and equipment. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalized leased assets are depreciated over the estimated useful life of the asset. Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term. i. Deferred Charges Deferred charges represent costs incurred obtaining quarry areas and quarry permits (“SIPD”). The costs of obtaining quarry areas are amortized over their estimated useful lives (20-40 years) on the straight-line basis. SIPDs are amortized over five years. 9 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 3. Summary of significant accounting policies (continued) j. Related Party Transactions The nature and value of transactions with parties that the Company has the ability to influence, or with parties with which the Company has specific arrangements or significant transactions, and whether or not the transactions have been performed with the conditions as if the transactions are performed with non-related parties, have been disclosed in the financial statements. Such transactions are conducted on terms agreed between the parties. k. Profit (loss) per Share Profit (loss) per share is computed based on the weighted average number of shares issued and paid up during the year. Diluted earning per share is computed based on the weighted average number of shares issued and paid up during the year with the assumption that the potential ordinary shares have been converted into ordinary shares outstanding. For this computation, the net profit is adjusted by eliminating the interest expenses and foreign exchange on the convertible loan and the related tax effect. l. Corporate Income Tax Income tax is accounted for under the liability method. Deferred tax assets and liabilities are recognized on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences. 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 taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. m. Employee Entitlements The Company recognizes employee benefits obligation in accordance with its policy. The unfunded defined employee benefits are based on the employees’ years of service and salary at retirement. Current service cost is charged to current operations. Past service cost, actuarial adjustments and the effect of changes in actuarial assumptions for active participants are amortized over the estimated residual employment period. 10 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 3. Summary of significant accounting policies (continued) n. Restructuring of Troubled Debt The Company records the restructuring of troubled debt in accordance with PSAK No. 54 “Accounting for the Restructuring of Troubled Debt”. PSAK No. 54 requires the Company to calculate estimated repayment including interest charged in the loan period. If the future repayment exceeds the carrying amount of loans recorded by the Company, no gain on restructuring is recognized. If the future repayment is less than the carrying amount of loans recorded by the Company, the difference is recognized as a gain on the restructuring of troubled debt. o. Segment Information Segment information is presented by product category and marketing region. p. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimations and assumptions that affect amounts reported therein. Due to inherent uncertainty in making estimates, actual results reported in future periods may be based on amounts which differ from those estimates. 4. Cash and cash equivalents 2010 Cash on hand Cash in bank Total cash on hand and bank Time deposits Total cash and cash equivalents 2009 723,875,625 6,811,566,790 7,535,442,415 357,933,628 1,841,400,613 2,199,334,241 564,180,001 5,494,750,657 8,099,622,416 7,694,084,898 During the year ended 30 September 2010, time deposits earned interest at annual rates of 5.00% - 7.00% (2009: 5.75% - 8.00%) for Rupiah, 0.15% - 1.00% p.a. (2009: 1.00% - 2.50%) for US$. 5. Trade accounts receivable 2010 PT. Tiara Metrpolitan Jaya PT. Wanamitra Permai Fujian Yuanda Stone Co., Ltd PT. Active Decor PT. Lumbung Artanugraha Others (less than Rp1 billion individually) Total trade account receivables 11 2,772,883,277 1,938,182,216 1,724,330,976 1,125,246,013 1,000,833,506 16,128,651,104 24,690,127,092 2009 5,317,802,567 3,484,943,824 717,052,308 700,124,364 845,443,373 26,539,481,141 37,604,847,577 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 5. Trade accounts receivable (continued) 2010 Less: Allowance for doubtful accounts Total trade account receivables, net 2009 2,687,793,785 2,693,911,524 22,002,333,307 34,910,936,053 The aging analysis of trade accounts receivable is as follows: 2010 2009 0 - 30 days 31 - 60 days 61 - 90 days Over 90 days 1,950,956,926 2,867,450,356 2,159,594,938 15,024,331,087 5,074,356,770 5,162,098,848 3,268,784,175 21,405,696,260 Total 22,002,333,307 34,910,936,053 Trade accounts receivable by currency : 2010 2009 Rupiah Foreign currencies : US$ EUR 9,270,709,371 17,015,499,152 10,357,070,446 2,374,553,490 16,761,878,472 1,133,558,429 Total trade account receivables, net 22,002,333,307 34,910,936,053 Trade accounts receivable are used as collateral for the Company’s bank loan. Management believe that the allowance for doubtful accounts is adequate to cover possible losses from uncollectible accounts. 6. Other receivables 2010 2009 Employee receivables Others 88,027,901 2,153,840,762 103,640,592 1,112,545,748 Total other receivables 2,241,868,663 1,216,186,340 Receivable from employees are non-interest bearing and are payable through monthly salary deduction. No allowance for doubtful accounts was provided on other accounts receivable as management believes that all such receivables are collectible. 7. Inventories 2010 Finished goods Raw materials Factory supplies Spare parts Total inventories 49,111,061,681 8,377,425,071 6,462,885,498 12,376,287,987 76,327,660,237 12 2009 40,311,539,384 3,830,975,421 6,714,060,350 10,138,233,182 60,994,808,337 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 7. Inventories (continued) 2010 Less: Allowance for stock obsolescence Total inventories-net 2009 8,316,526,000 8,316,526,000 68,011,134,237 52,678,282,337 All inventories are pledged as collateral for the Company's bank loans. The Company’s inventories are covered by insurance against any possible loss from fire and other risks with coverage of Rp46 billion. Management believes that the insurance coverage is sufficient to cover such losses. 8. 9. Prepaid Tax 2010 2009 Corporate income tax Value added tax Income tax article 29 803,891,743 6,340,721,524 957,087,945 806,721,259 5,202,759,624 768,220,954 Total prepaid tax 8,101,701,212 6,777,701,837 2010 2009 1,414,854,545 1,434,854,545 Related party transactions Due from PT Megapasific Nusapersada The Company, in the ordinary course of business, has various trade and finance transactions with related parties that are at prices consistent with third parties. The nature of the relationship with the related parties is generally that of directors and management, companies under common control and associates entities. Due from a related party as of 30 September 2010 and 2009 represents 0.74% of the total assets. 10. Unused fixed asset 2010 Unused fixed asset Acquisition cost Land Building Machineries and equipment Accumulated depreciation Building Machineries and equipment Total unused fixed asset 2009 1,890,068,050 912,504,447 1,741,368,912 4,543,941,409 1,890,068,050 912,504,447 1,741,368,912 4,543,941,409 (890,918,025) (1,741,368,912) (2,632,286,937) (866,210,287) (1,741,368,912) (2,607,579,199) 1,911,654,472 1,936,362,210 Represent unused fixed asset in relation to closing down of factory in Bandung (see note 1) 13 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 11. Fixed assets 2010 Movements Opening balance 1 Jan. 2010 Additions/ reclassification Deductions/ reclassification Closing balance 30 Sep 2010 Cost: Direct ownership: Land Building Machinery & equipment Vehicles Office equipment Leased assets: - Machinery & equipment 21,063,735,350 44,642,394,780 135,458,125,323 8,430,729,962 5,950,369,247 215,545,354,662 0 0 3,174,454,859 1,773,268,182 492,723,118 5,440,446,159 8,150,143,100 4,052,995,455 12,203,138,555 320,978,700 868,600,000 1,189,578,700 227,748,493,217 0 0 141,027,273 475,754,250 0 616,781,523 1,781,620,000 21,063,735,350 44,642,394,780 138,491,552,909 9,728,243,894 6,443,092,365 220,369,019,298 3,224,888,182 6,689,501,800 3,478,327,273 10,167,829,073 6,630,024,859 3,841,669,705 230,536,848,371 26,478,542,442 119,504,678,308 6,877,433,360 4,896,822,408 157,757,476,518 1,513,834,520 4,774,268,835 1,100,222,164 162,419,532 7,550,745,051 0 141,027,273 475,754,250 0 616,781,523 2,129,603,297 374,423,592 439,466,279 973,861,971 3,103,465,268 619,205,303 993,628,895 690,307,284 1,129,773,563 2,064,560,610 902,759,990 2,967,320,600 Total accumulated Depreciation 160,860,941,786 8,544,373,946 1,746,555,086 167,658,760,646 Total book value 66,887,551,431 - Vehicles Total cost 1,443,268,182 Accumulated depreciation: Direct ownership: Building Machinery & equipment Vehicles Office equipment 27,992,376,962 124,137,919,870 7,501,901,274 5,059,241,940 164,691,440,046 Leased assets: - Machinery & equipment - Vehicles 62,878,087,725 2009 Movements Opening balance 1 Jan. 2009 Additions/ reclassification 21,484,238,792 45,284,891,338 127,905,478,330 6,890,258,962 5,277,967,866 206,842,835,288 0 0 6,141,706,643 1,046,045,454 622,561,381 7,810,313,478 Deductions/ reclassification Closing balance 30 Sep 2009 Cost: Direct ownership: Land Building Machinery & equipment Vehicles Office equipment 0 0 35,650,000 234,550,000 0 270,200,000 21,484,238,792 45,284,891,338 134,011,534,973 7,701,754,416 5,900,529,247 214,382,948,766 6,664,943,100 3,912,495,455 10,577,438,555 224,960,387,321 Leased assets: - Machinery & equipment - Vehicles Total cost 0 6,664,943,100 3,862,995,455 10,527,938,555 564,500,000 564,500,000 0 515,000,000 515,000,000 217,370,773,843 8,374,813,478 785,200,000 14 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 11. Fixed assets (continued) Opening balance 1 Jan. 2009 Additions/ reclassification Deductions/ reclassification Closing balance 30 Sep 2009 Accumulated depreciation: Direct ownership: Building Machinery & equipment Vehicles Office equipment 24,663,061,553 111,379,406,784 6,622,535,822 4,717,855,232 147,382,859,391 1,540,409,817 6,138,720,847 355,492,627 129,982,665 8,164,605,956 0 35,650,000 234,550,000 0 270,200,000 26,203,471,370 117,482,477,631 6,743,478,449 4,847,837,897 155,277,265,347 1,680,075,401 438,429,544 2,118,504,945 329,719,923 581,924,313 911,644,236 0 197,416,659 197,416,659 2,009,795,324 822,937,198 2,832,732,522 Total accumulated Depreciation 149,501,364,336 9,076,250,192 467,616,659 158,109,997,869 Total book value 67,869,409,507 Leased assets: - Machinery & equipment - Vehicles 66,850,389,452 Fixed assets are pledged as collateral for the bank loans and leased assets are pledged as collateral for lease obligations. The Company’s fixed assets are covered by insurance from any possible losses from fire or other risks with coverage of Rp205 billion. The Management believes that the insurance coverage is sufficient to cover such losses. As of 30 September 2010 and 2009, based on company’s management, there are no impairment in value of the aforementioned property, plant and equipment as its carrying value does not exceed the replacement cost or recoverable amount from the sale or use of the asset. 12. Deferred charges Cost: Quarry areas Quarry permits Less: Accumulated amortization Quarry areas Quarry permits Deferred charges-net 2010 2009 21,783,360,000 338,766,247 22,122,126,247 21,783,360,000 338,766,247 22,122,126,247 (8,921,079,270) (338,766,247) (9,259,845,517) (8,376,245,274) (338,766,247) (8,715,011,521) 12,862,280,730 13,407,114,726 The quarry area is located in Citatah, Bandung, West Java with total area of 7.8 hectares. 15 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 13. Restricted funds 2010 2009 Bank Time Deposits 18,527,242 3,830,358,452 20,216,997 1,687,721,173 Total restricted funds 3,848,885,694 1,707,938,170 The Company has committed to an escrow account agreement with Bank DBS Indonesia as the Facility Agent that represents the Company’s creditors in troubled debt restructuring agreement. Cash in Bank DBS Indonesia is pledged as fiduciary collateral for the restructured debt . Time deposits in PT. Bank UOB Buana are pledged for Letter of Credit related to import purchasing. The range of interest rates per annum on the time deposits are as follows : 2010 Rupiah US$ 14. 5.00% - 7.00% 0.15% - 1.00% 2009 5.75% - 8.00% 1.00% - 2.50% Other non current assets 2010 Investment Villa Bougenvile Refundable deposit Total other non current assets 2009 450,000,000 557,585,245 450,000,000 212,398,745 1,007,585,245 662,398,745 The estimate fair value of the investment amounted Rp 705,000,000 which based on valuation report of PT Insal Utama, an independent appraiser, dated March 5, 2009. 15. Bank loans Bank loans represent short-term credit facilities from third party banks. 2010 Total bank loan 4,256,061,792 2009 4,920,250,557 Represents a Short Term Advance, Letters of Credit, Term Bill, Post Import Loan and Bank Guarantee facilities from PT. Bank UOB Buana with a combined maximum credit limit amounting to US$1,500,000 that bear interest at 13.5% – 13.875% per annum and 7% per annum for loans in Rupiah and US$, respectively. These loans are secured by personal guarantees of Mr. Taufik Johannes and Mr. Arif Sianto, related parties, first registered Hak Tanggung on land and factory buildings in Karawang and a letter of undertaking to deliver the Company’s land and buildings. 16 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 16. Trade accounts payable 2010 2009 Ceam, Srl Vivacity Engineering PTY. Ltd Socomac Others (less than Rp1 billion individually) 1,439,554,070 3,731,356,000 463,840,331 3,516,429,137 2,109,811,818 3,901,597,967 512,703,575 1,524,956,234 Total trade accounts payable 9,151,179,538 8,049,069,594 Trade accounts payable to third parties represent amounts due to third parties for the purchase of marble and supplies from local and overseas suppliers. There are no trade accounts payable to related party. Trade accounts payable by currency : 2010 17. 2009 Rupiah Foreign currencies : US$ EUR AUD JPY 4,109,775,726 3,107,374,610 765,431,202 1,223,130,010 3,029,302,600 23,540,000 1,462,975,875 314,967,929 3,139,991,180 23,760,000 Jumlah hutang usaha 9,151,179,538 8,049,069,594 Advances received This account represents down payments received by the Company for sales orders made and will be applied against the accounts receivable upon recognition of the sale. Advances received as of 30 September 2010 and 2009 amounted to Rp 11,107,603,217 and Rp 8,828,737,353 respectively. 18. Tax payable 2010 19. 2009 Employee income tax Withholding tax art 23 & 26 Value added tax 162,397,429 73,538,456 4,707,709,422 354,690,288 11,068,162 3,827,901,272 Total taxes payable 4,943,645,307 4,193,659,722 Accrued expenses 2010 2009 Consultant expenses Others (less than Rp1 billion individually) 1,740,179,747 2,047,530,465 2,544,316,506 3,240,784,497 Total accrued expenses 3,787,710,212 5,785,101,003 17 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 20. Provision for employee entitlements 2010 2009 Balance at beginning of the year Additional provision Utilized during the year 19,183,737,537 0 (194,102,481) 16,509,506,562 0 (139,364,951) Balance at end of the year 18,989,635,056 16,370,141,611 The Company provides for benefits due to employees under Labor Law No. 13 year 2003 dated March 25, 2003. (Note 3m). 21. Current portion of long-term bank loans Current portion of long-term bank loans represent credit facilities obtained from third party banks, which have been restructured effective from December 20, 2002. 2010 Current portion of long term bank loans 55,306,523,019 2009 59,954,356,230 Represents a facility from Company’s restructuring of troubled debt amounting to US$5,000,000 and bears interest at 2.00%-2.50% above SIBOR per annum. A minimum payment of 0.50% from interest has to be paid to the creditors, and the remains are capitalized. This facility will be repaid on an installment basis of 10 halfyear periods starting from 30 June 2006. Currently the current portion of long term bank loans is in process of re-negotiation based on the second phase of the loan restructuring (notes 32). 22. Lease obligations Lease obligations comprise non-cancelable leasing contracts with PT. BNP Lippo Utama Leasing, PT. Tifa finance, and Bumiputera BOT Finance for machinery, equipment and vehicles with lease periods from two to four years at interest of 10.76% per annum to 18.00% per annum . This loan is secured by its leased assets. The capital lease payments, both principal and interest, are payable as follows: Net present value of minimum future lease payment Current lease obligations Non current lease obligations 23. 2010 2009 3,088,527,955 2,971,993,951 3,622,296,337 1,571,348,194 116,534,004 2,050,948,143 Current portion of convertible loans Current portion of convertible loans 18 2010 2009 11,808,443,303 12,976,466,710 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 23. Current portion of convertible loans (continued) Represents a facility from the Company’s restructuring of troubled debt amounting to US$5,000,000 and bears interest at 6% per annum. A minimum payment of 0.50%0.75% from interest has to be paid to the creditors, and the remains are capitalized. The Company has an option to convert this loan not later than December 20, 2010 based on the terms agreement. The amount of loan that will be converted or settled in cash will depend on the EBITDA ratios as stated in the agreement. Currently the current portion of convertible loan is in process of re-negotiation based on the second phase of the loan restructuring (notes 32). 24. Share capital The Company’s authorized capital amounting to Rp1,260,000,000,000 consists of 840,000,000 shares of Series A with nominal value of Rp500 per share and 8,400,000,000 shares of Series B with nominal value of Rp100. The issued and fully paid shares consists of 840,000,000 shares of Series A and 390,839,821 shares of Series B (notes 32). The list of the Company’s shareholders as of 30 September 2010 and 2009 were follows: 2010 Name of Stockholders Parallax Venture Partners XIII BNP Paribas Limited Singapore Advance Capital Limited The Company’s Directors & Commissioners Meridian Pacific International Pte. Ltd. PT. Alpha Sekuritas Investspring Others (below 5% each) Total Number of Shares Percentage of Ownership Total Paid-up Capital Stock 232.618.891 115.735.348 86.472.946 80.952.700 71.614.000 71.462.674 64.800.681 507.182.581 18,90 % 9,40 % 7,03 % 6,58 % 5,82 % 5,81 % 5,26 % 41,20 % 23.261.889.100 57.867.674.000 8.647.449.800 40.476.350.000 35.807.000.000 23.401.453.000 32.400.340.500 237.221.825.700 1.230.839.821 100,00 % 459.083.982.100 2009 Name of Stockholders Percentage of Ownership Total Paid-up Capital Stock Parallax Venture Partners XIII 232.618.891 18,90 % 23.261.889.100 BNP Paribas Limited Singapore 115.735.348 9,40 % 57.867.674.000 Advance Capital Limited 86.472.946 7,03 % 8.647.449.800 The Company’s Directors & Commissioners 80.952.700 6,58 % 40.476.350.000 Meridian Pacific International Pte. Ltd. 71.614.000 5,82 % 35.807.000.000 71.462.674 64.800.681 507.182.581 1.230.839.821 5,81 % 5,26 % 41,20 % 100,00 % 23.401.453.000 32.400.340.500 237.221.825.700 459.083.982.100 PT. Alpha Sekuritas Investspring Others (below 5% each) Total 25. Number of Shares Additional paid in capital – net Share premium/(discount) Share premium represents the difference between the nominal value of the Company’s shares and the price paid by the new shareholders during the Company’s initial public offering in June 1996. The number of shares offered was 44,000,000 with a par value of Rp500 per share, which were sold for Rp2,375 per share. The additional share premium in 2007 amounting to Rp 19,151,151,190 resulted from the debt to equity conversion in 2007 as disclosed in notes 32 to the financial statements. 19 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 25. Additional paid in capital – net (continued) Share premium/(discount) (continued) To comply with Capital Market and Financial Institution Supervisory Agency (BapepamLK) regulation under its decision letter No. Kep-06/PM/2000 on the Amendment of Rule No. VIII.G.7 dated 13 March 2000, costs incurred in relation to the Company’s initial public offering should be recognized as a deduction in share premium, the cost of the public offering of shares amounted to Rp837,324,731 and was recognized as a deduction in share premium. Share discount represents the differences between the nominal value of the Company’s shares and the fair value of the shares at conversion date between the Company’s shares and the carrying amount of the loan on 20 December 2002. The converted shares amounted to 714,000,000 with a par value of Rp500 each and total nominal value of shares amounted to Rp357,000,000,000 with a fair value of Rp326,296,638,195 . Donated Capital Represents donated capital from Mr. Taufik Johannes and Mr. Arif Sianto, related parties, being donated shares of QEM to the Company, based on notarial deed no. 49 and 50 dated 26 October 1999 of Ny. Esther Mercia Sulaiman, S.H. Notary in Jakarta. The donated capital was valued at its book value at the transaction date. 26. Net sales 2010 Local sales Export sales Total sales 2009 40,757,229,787 60,516,744,068 44,697,417,289 71,067,802,378 101,273,973,855 115,765,219,667 There were no sales to individual customers that represent more than 10% of total sales for the period ended 30 September 2010 and 2009. 27. Cost of goods sold 2010 2009 Finished goods at beginning of the period 40,069,077,249 43,575,578,217 Raw materials used Direct labor Manufacturing overheads Total production costs 24,193,419,854 9,895,848,703 35,723,523,373 69,812,791,930 25,698,685,592 9,075,109,895 37,701,243,366 72,475,038,853 Finished goods purchased Finished goods available for sale 16,284,002,084 126,165,871,263 13,925,852,619 129,976,469,689 Finished goods at the end of the period (49,111,061,681) (40,311,539,384) 77,054,809,582 89,664,930,305 Cost of goods sold There were no purchases from individual suppliers that represented more than 10% of total sales for the period ended 30 September 2010 and 2009. 20 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 28. Operating expenses 2010 2009 Selling expenses Salaries and allowances Sales commission Installation and polishing Export selling expense Postage and telecommunication Depreciation expense Freight expense Traveling expenses Bank Administration Other (less than Rp100 million individually) Total selling expenses 4,169,800,680 1,095,541,594 1,904,372,089 1,917,749,464 238,592,121 138,673,170 293,723,300 1,070,770,374 270,348,595 2,645,058,979 2,349,864,464 480,560,545 2,294,671,784 161,234,512 171,983,038 327,040,150 952,480,199 349,017,056 1,840,074,576 12,939,645,963 683,228,721 10,415,139,448 4,721,096,419 276,058,476 453,085,051 234,614,961 228,411,937 459,214,534 305,907,091 275,565,218 372,955,085 138,550,000 1,592,375,437 9,057,834,209 3,610,114,929 1,265,831,468 417,149,708 208,812,605 212,399,077 375,819,957 341,410,982 318,887,133 296,214,840 103,700,000 995,685,756 8,146,026,455 21,997,480,172 18,561,165,903 2010 2009 General and administrative expenses Salaries and allowances Taxes and retributions Postage and telecommunications Bank Administration Depreciation Expense Utilities Traveling Expense Vehicle expenses Stationary Consultant fee Other (less than Rp100 million individually) Total general and administrative expenses Total operating expenses 29. Taxation a. Corporate income tax Benefit of corporate income tax: Current year Deferred tax Total corporate income tax 21 0 30,474,810 0 270,464,183 30,474,810 270,464,183 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 29. Taxation (continued) b. Reconciliation of corporate income tax 2010 Profit before corporate income tax 2009 5,049,921,130 Expenses that are not deductible /(assessable) in determining taxable profit: Salaries and allowances 1,918,713,103 Entertainment / donations 858,455,302 Tax expenses 787,555,414 Interest income (83,413,002) 3,481,310,817 Temporary differences: Fixed assets Lease assets Allowance for inventory obsolescence Gain on sale of property, plant, and equipment Provision for employee entitlements c. 15,152,448,589 1,224,016,905 729,999,486 261,560,186 (166,689,803) 2,048,886,774 3,068,349,129 (2,411,289,891) 4,574,746,772 (1,732,676,764) 0 (1,940,522,732) (209,000,000) (194,102,481) 253,956,757 Total fiscal correction 3,735,267,574 0 0 901,547,276 2,950,434,050 Profit after fiscal correction Compensated loss 8,785,188,704 (23,500,129,485) 18,102,882,639 (49,125,487,764) Tax loss carried forward (14,714,940,781) (31,022,605,125) Reconciliation of deferred tax 2010 2009 Income before tax 5,049,921,130 15,152,448,589 Tax expense at effective tax rates 1,009,984,226 4,545,734,577 66,543,195 317,199,426 157,511,083 171,691,060 84,642,505 282,562,566 78,468,056 218,999,846 (16,682,600) 696,262,164 (50,006,941) 614,666,032 1,706,246,390 5,160,400,609 (1,757,037,741) 20,316,541 (5,430,864,792) 0 (30,474,810) (270,464,183) Tax effect of permanent difference : Salaries and allowance Tax allowance Taxes Representation and donations Interest income from time deposit and current account Net Sub total Unrecognized deferred tax asset on prior year’s fiscal loss applied against taxable income Effect of change in tax rates Total tax benefit 22 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 29. Taxation (continued) d. Deferred tax assets/(liabilities) Deferred tax assets and liabilities consist of: 2010 2009 Deferred tax assets: Fixed assets Lease assets Provision for employee entitlements Allowance for doubtful accounts Allowance for inventory obsolescence Tax loss carried forward Provision Tax loss carried forward Deferred tax liabilities-net e. (2,906,722,886) (2,462,095,397) 3,813,455,208 538,782,305 1,663,305,200 3,645,803,252 (3,645,803,252) 646,724,430 (3,741,589,955) (2,466,035,743) 3,797,186,510 627,098,011 1,330,644,160 5,867,997,394 (5,867,997,394) (452,697,017) According to the tax regulations, lodgment of tax returns is based on taxpayers' own calculation of tax liabilities (self assessment system). The tax authorities may conduct a tax audit on the Company for up to five years thereafter. However, when an audit is not conducted within such period, generally the tax return is then considered to be final. On April 7, 2010, the Company received tax assessment letter No. 00111/406/08/054/10 from the Tax Office stating that the Company’s overpayment of corporate income tax for the year 2008 amounted Rp 778.721.259. On the same date the Company received assessment letter from the Tax Office for the underpayment of of Valued Added Tax and Articles 23 and 21. Based on letter from the Tax Office dated April 28, 2010 the overpayment of corporate income tax amounting to Rp 572.035.128 had received by the Company. On February 13, 2009 the Company received tax assessment letter No. 00036/406/07/054/09 from The Tax Office stating that the Company’s overpayment of corporate income tax for the year 2007 amounted Rp 470,414,883. On the same date, the Company received an assessment letter from the Tax Office for the underpayment of Valued Added Tax and Articles 23 and 21 for fiscal year 2007 totaling to Rp 1,241,373,065. Further, based on letter from the Tax Office dated March 2, 2009 the overpayment of corporate income tax amounting to Rp 470,414,883 was offset against the underpayment of Value Added Tax and Articles 23 and 21. 30. Monetary assets and liabilities in foreign currencies 2010 Foreign Currency Equivalent Rupiah Assets Cash and cash equivalents US$ EUR CNY 252,506.68 112,831.62 6,884.29 2,253,369,612 1,369,663,035 9,169,874 Accounts receivable US$ EUR 1,160,586.11 195,613.60 10,357,070,446 2,374,553,490 Restricted fund US$ EUR 96,861.54 244,124.95 864,392,383 2,963,432,768 20,191,651,608 Total assets 23 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 30. Monetary assets and liabilities in foreign currencies (continued) 2010 Foreign Currency Equivalent Rupiah Liabilities Bank loans US$ 282,549.73 2,521,473,791 Accounts payable US$ EUR AUD JPY 85,772.21 100,760.36 351,020.00 220,000.00 765,431,202 1,223,130,010 3,029,302,600 23,540,000 Advanced received US$ EUR 770,970.23 66,436.46 6,880,138,333 806,472,188 Accrued expenses US$ 195,000.00 1,740,180,000 Current portion of lease obligations US$ 101,602.60 906,701,602 Current portion of long term bank loans US$ 6,197,503.70 55,306,523,019 Current portion of convertible loans US$ 1,323,223.14 11,808,443,302 85,011,336,047 Total liabilities Total liabilities – net (64,819,684,439) Due to the Company’s liquidity position, it has not entered into hedging contracts to cover its foreign currency risk. 31. Business segment information Information regarding the Company’s business segment is as follows: 2010 Based on Geographic area: Sales: Export Local Total 60,516,744,068 40,757,229,787 101,273,973,855 Based on Product: Sales: Local Marble Import Marble Granite Total 80,110,542,155 18,115,856,696 3,047,575,004 101,273,973,855 24 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 31. Business segment information (continued) 2010 Cost of goods sold: Local Marble Import Marble Granite 60,499,612,616 13,676,512,907 2,878,684,059 Total 77,054,809,582 Gross profit: Local Marble Import Marble Granite Total 19,610,929,539 4,439,343,789 168,890,945 24,219,164,273 Assets: Local Marble Import Marble Granite Total 151,686,927,276 34,301,835,480 5,770,492,566 191,759,255,322 The identified assets are assets that were used exclusively in each segment operation or geographic area. Those assets may also include the allocation of assets used together with other segments. The Company’s assets are cash and cash equivalent, account receivable, other receivables, prepaid tax, investment in association, fixed assets, deferred charges and other non-current assets. 32. Restructuring of Troubled Debt a. First Phase of Debt Restructuring In connection with the finalization of the first phase of the Company’s debt restructuring negotiation, the Company and its creditors (the Creditors) signed the Amended and Restructured Facilities Agreement on June 26, 2002, and subsequently its Supplemental Agreement on October 2, 2002. Pursuant to these agreements, the Company’s short term bank loans, long–term bank loans and accrued interest amounting to Rp 132,937,932,215, Rp 220,206,857,476 and Rp 94,500,412,603, respectively, were restructured effective from December 20, 2002 to become a term loan facility, convertible loan, and shares of stock, respectively. The restructured bank loan facilities are guaranteed by the Company’s receivables (notes 5); inventories (notes 7); fixed assets (notes 11); personal guarantees of Taufik Johannes and Arif Sianto, the Company’s stockholders, and a corporate guarantee from PT Megapasific Nusapersada and acceptance letter and fiduciary on fund placed in PT Bank DBS Indonesia (notes 13). The loan which was converted into shares was calculated using the exchange rate of Rp 8,877 per US$ 1 when the shares were distributed on December 20, 2002. The fair value per share is Rp 457 on the conversion date. Accordingly, the amount of Rp 30,703,361,805 representing the excess of the nominal par value over the fair value of the 714,000,000 shares at the time of conversion was recorded as share discount and was deducted from the “Additional paid-in capital” account (notes 25). 25 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 32. Restructuring of Troubled Debt (continued) a. First Phase of Debt Restructuring (continued) The aforesaid first phase of the restructuring program was approved by the Company’s stockholders in the Extraordinary Stockholders’ Meeting on August 9, 2002, based on Notarial Deed No. 22 of Ny. Esther Mercia Sulaiman, S.H., notary public in Jakarta. The Company has received an approval from the Policy Committee of Finance Sector through its letter No. Kep.02/K.KKSK/12/2002, regarding the “Policy on Bank and Corporate Loan Restructuring”, dated December 30, 2002. Since 2004, the Company is still in the process of second phase restructuring of its term loans and convertible loans. During the restructuring process, the Company did not pay principal due on long-term loan amounting to US$ 3,000,000 as well as the related interest. The unpaid interest and principal instalment are recorded as part of accrued expenses and current portion of long-term loan, respectively (notes 19 and 21). b. Second Phase of Debt Restructuring The Company, Parallax Venture Partners XIII Ltd. (the Investor) and most of the Creditors have signed the Master Restructuring Agreement dated March 10, 2005 where it was agreed that the outstanding long-term loans and convertible loans payable amounting to US$ 5,000,000 and US$ 5,000,000, respectively, plus accrued interests and other costs will be further restructured. The significant terms and condition from Master Restructuring Agreement are as follows: On the effective date, total restructured debt amounting to US$ 10,000,000 shall be purchased by the investor, including all of the rights, title, interests and benefits of such Creditors upon the terms and conditions of the existing restructuring agreement, and all unpaid interest and others cost shall be written off by the investor and shall be deemed extinguished. On the effective date, total restructured debt purchased by the Investor shall be converted into 843,366,733 Series B shares in the Company. The Company shall issue an aggregate of 843,366,733 Series B shares with at least 50.1% of the voting rights in the Investor post the issuance of the Series B. The Company agrees to issue Secured Convertible Bonds to the Investor amounting to US$ 4,000,000 which will mature on 2010 with the payment of the related interest to be deferred during the term of the Secured Convertible Bonds. The rate of annual interest shall be 11% compounded quarterly from the effective date payable by the Company on the maturity date of the Secured Convertible Bonds. The Secured Convertible Bonds will be secured by a debenture or other form of security document creating fixed and floating charges over the assets of the Company including, without limitation, land, plant, equipment, receivable and inventory. 26 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 32. Restructuring of Troubled Debt (continued) b. Second Phase of Debt Restructuring (continued) The second phase of debt restructuring has not been deemed effective because PT Perusahaan Pengelola Aset (Persero), which owned 18.32% of total restructured debt, is waiting for the valuation process of the assets’ transfer from the Indonesian Bank Restructuring Agency (“IBRA”) to PT Perusahaan Pengelola Aset (Persero). Considering that the Master Restructuring Agreement is deemed ineffective; the Company’s Directors and Commissioners by virtue of the power given to them by the Company’s stockholders based on Notarial Deed No. 22, dated August 9, 2002, of Esther Mercia Sulaiman, S.H., notary public in Jakarta, to take the necessary actions to have its loans in default restructured, have offered its creditors on May 25, 2007 to prepay all of such creditors’ share of the Facility II debts by exercising its repayment option under Clause 7.6(e) of the Amended and Restructured Facilities Agreement dated June 26, 2002 wherein the Company will issue new shares (Series B shares) to the creditors in proportion to their respective aggregate amount of convertible loan outstanding in the Facility II debts. The offer also provides that the shares to be issued will be subject to a one year lock up period from the date of prepayment, as such, those shares shall not be traded. The offer to prepay the Facility II debts has been amended with respect to the conversion price that will be used in such debt to equity conversion which is the average share price of the shares to be issued during the 25 days period prior to the date of notification of the Extraordinary General Meeting of the Shareholders to the public, being July 12, 2002, at which the Amended and Restructured Facilities Agreement providing for the conversion was approved, as based on applicable regulations for debt to equity conversion transaction and the exchange rate that will be used for the conversion of US Dollar denominated debts into Rupiah amounts. Based on the amendments, the conversion rate to be used is Rp 10,400 to 1US$ and the average share price of the Company’s stock during the 25 days period prior to July 12, 2002 was Rp 149 which is in accordance to Letter No. S0838/BEJ-PSR/08-2007, from the Indonesia Stock Exchange. On various dates, the offer of the Company to prepay the Facility II debts has been accepted and approved by the respective creditors, except for PT Perusahaan Pengelola Aset (Persero). Accordingly, the Facility II Debts have been converted into shares of stock as follows: No 1. 2. 3. 4. 5. 6. Creditors Debt Balance Rp Parallax Venture Partners XIII Ltd Advance Capital Limited PT Alpha Sekuritas PT Pratama Capital Indonesia PT Maha Mega Perdana Affluent Offshore Limited Total 27 Conversion into Series B Share Share Total Nominal Share Rp 34,660,214,853 12,884,411,151 4,592,881,716 3,267,373,400 1,886,834,405 943,417,782 232,618,891 86,472,558 30,824,710 21,928,681 12,663,318 6,331,663 23,261,889,100 8,647,255,800 3,082,471,000 2,192,868,100 1,266,331,800 633,166,300 58,235,133,307 390,839,821 39,083,982,100 PT CITATAH Tbk NOTES TO THE FINANCIAL STATEMENTS 30 September 2010 with comparative figures for 2009 (Expressed in Rupiah, unless otherwise stated) 32. Restructuring of Troubled Debt (continued) b. Second Phase of Debt Restructuring (continued) The Ministry of Law and Human Rights of the Republic of Indonesia had received and recorded the Amendment Deed on the Company’s Articles of Association concerning this debt to equity conversion in its Letter No.C-UM.HT.01.10-342 dated October 9, 2007. Further, the Company has received the approval for the listing of the 390,839,821 shares of Series B with nominal value of Rp 100 per share from the Director of the Indonesia Stock Exchange through its Letter No. S1068/BEJ-PSr/10-2007, dated October 30, 2007. The additional shares were also recorded in Development Board dated November 5, 2007. As such, the total shares of the Company listed in the Indonesia Stock Exchange is now 1,230,839,821 shares. The Company has also delivered the Notification Letter No. 03/CTT/BPM/XI/07, dated November 1, 2007, to Chairman of Capital Market and Financial Institutions Supervisory Agency (Bapepam-LK), concerning these additional issued shares. The U.S Dollar denominated Facility II Debts were converted using the exchange rate of Rp 9,114 to US$ 1 which is the prevailing exchange rate at the time of approval for the listing of the additional shares by Indonesia Stock Exchange on October 30, 2007. The share price used to determine the number of shares to be issued to the creditors was Rp 149. Accordingly, the Company has issued 390,839,821 Series B shares to convert its debts totaling to Rp 58,235,133,307 (amount of the loans using the agreed exchange rate of Rp 10,400 as discussed above). The difference between the nominal value of Rp 100 per share and the conversion share price of Rp 149 (also the fair value per share at restructuring debt) for the 390,839,821 Series B shares totaling to Rp 19,151,151,229 was recorded as part of “Additional paid-in capital” (Note 25). The difference between the carrying value of the debts after restatement amounting to Rp 53,407,693,709 using the prevailing rate on October 30, 2007 (deemed date of restructuring) of Rp 9,114 and the fair value of the shares issued of Rp 58,235,133,307, amounting to Rp 4,827,439,598 was recognized as “Loss on Restructuring of Troubled Debts” and was presented as an “Extraordinary Item” in the 2007 statement of operations. As of 30 September 2010, the second restructuring has not been deemed effective because one of the creditors, PT Perusahan Pengelola Aset (Persero) has not yet signed the Master Restructuring Agreement. 28 Contents Page Financial statements Balance Sheets 1- 2 Statements of Profit and Loss 3 Statements of Changes in Equity 4 Statements of Cash Flows 5 Notes to the Financial Statements ******************* 6 - 28 FINANCIAL STATEMENTS For the period ended 30 September 2010 and 2009 PT. CITATAH TBK (This Financial Statements were not audited by public accountant firm)