ABRIDGED PROSPECTUS INFORMATION IN THIS DOCUMENT MAY STILL BE COMPLETED AND/OR AMENDED. THE REGISTRATION STATEMENT FOR THE SECURITIES HAS BEEN SUBMITTED TO THE FINANCIAL SERVICES AUTHORITY ( OJK ) BUT HAS NOT RECEIVED EFFECTIVE STATEMENT FROM THE OJK.THIS INFORMATION MAY ONLY BE USED IN ACCORDANCE WITH THE BOOKBUILDING OF THE SECURITIES. THE SECURITIES MAY NOT BE OFFERED BEFORE THE EFFECTIVE STATEMENT FOR THE REGISTRATION STATEMENT HAS BEEN OBTAINED FROM THE OJK. THE SUBSCRIPTION FOR THE SECURITIES MAY ONLY BE DONE AFTER THE PROSPECTIVE INVESTORS OR SUBSCRIBERS HAVE RECEIVED OR HAVE HAD THE CHANCE TO READ THE PROSPECTUS. OJK HAS NOT PROVIDED APPROVAL OR DISAPPROVAL FOR THE SECURITIES NOR HAS STATED THE ACCURACY OR ADEQUACY FOR THE PROSPECTUS. ANY REPRESENTATIONS TO THE CONTRARY ARE ILLEGAL. THIS ABRIDGED PROSPECTUS IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. SHOULD THERE BE ANY DOUBT CONCERNING THE PROPER ACTIONS TO BE TAKEN, IT IS ADVISED TO CONSULT WITH THE COMPETENT PARTIES. PT NIPPON INDOSARI CORPINDO Tbk ( THE COMPANY ) IS FULLY RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION, FACTS, DATA, OR REPORTS AND THE TRUTHFULLNES OF OPINIONS PRESENTED IN THIS PROSPECTUS. Cikarang 1 Factory Kawasan Industri Jababeka Jl. Jababeka XII A, Blok W No.40-41 Desa Harjamekar Cikarang Utara, Bekasi 17530, Jawa Barat Medan Factory Kawasan Industri Medan Star, Jl. Pelita Raya I No.8-10, Desa Tanjung Baru, Kec. Tanjung Morawa, Deli Serdang 20362, Sumatera Utara PT NIPPON INDOSARI CORPINDO Tbk Main Business Activities: Engaged in Food and Beverage Industry Domiciled in Bekasi - West Java Head Office: Kawasan Industri MM2100 Jl. Selayar Blok A9 Desa Mekarwangi, Cikarang Barat, Bekasi 17530 Jawa Barat Telephone: (6221) 89844959, 89844953 Faximile: (021) 89844955 Email: corporate.secretary@sariroti.com Website : www.sariroti.com Cikarang 2 Factory Kawasan Industri Jababeka Jl. Jababeka XVII B, Blok U No.33 Desa Karang Baru Cikarang Utara, Bekasi 17530, Jawa Barat Palembang Factory Jl. Krani Ahmad RT 038/RW 008, Sukamoro, Kec. Talang Kelapa, Kab. Banyuasin, Palembang 30761, Sumatera Selatan Cikarang 3 Factory Kawasan Industri MM 2100 Jl. Selayar Blok A9 Desa Mekarwangi, Cikarang Barat, Bekasi 17530, Jawa Barat Makassar Factory Kawasan Industri Makassar Jl. KIMA X Kav. A No.2B Kec. Biringkanaya Makassar Sulawesi Selatan Pasuruan Factory Kawasan Industri PIER Rembang, Jl. Rembang Industri Raya No.28 Pandean, Kec. Rembang, Pasuruan 67152, Jawa Timur Purwakarta Factory Kawasan Industri Bukit Indah City Blok N-V No.1 Desa Wanakerta, Bungur Sari, Purwakarta 41138, Jawa Barat Semarang Factory Kawasan Industri Wijaya Kusuma Jl. Tugu Wijaya III No.1, Randu Garut, Kec. Tugu Semarang 50153, Jawa Tengah Cikande Factory Kawasan Industri Modern Cikande Jl. Raya Modern Industri 1 No.30 A, Desa Barengkok, Kec. Kibin, Serang 42186, Banten LIMITED PUBLIC OFFERING I ("LPO I") TO SHAREHOLDERS OF THE COMPANY WITH PREEMPTIVE RIGHTS ( RIGHTS ISSUE ) The Company offers a maximum of 1,150,000,000 (one billion one hundred fifty million) Registered Common Shares or at the maximum of 18.52% (eighteen point fifty two percent) of issued and paid up capital after LPO I with nominal value of Rp 20 (Twenty Rupiah) per share, at an Exercise Rate of Rp 1,200 (one thousand two hundred Rupiah) to Rp1,300 (one thousand three hundred Rupiah) per share, which must be fully paid at the time of subscription for the exercise of the Preemptive Rights. The Preemptive Rights Ratio shall be determined later with an indication that the ratio shall not result the number of new shares to be issued and the dilution rate exceeding the above maximum terms. The Company shall reserves the rights to make changes to the provisions of this Preemptive Rights, taking into account changes due considerations to other circumstances and other factors as deemed appropriate. The provisions of issuance of Preemptive Rights in LPO I, including the Exercise Price and the final amount of the shares to be offered shall be announced in due course in accordance with the applicable regulations. The new Preemptive Rights shares offered in LPO I by way of issuance of this Rights Issues shall be issued entirely from the portfolio and shall be listed on the Indonesia Stock Exchange ("IDX") with due considerations to the prevailing laws and regulations. The Preemptive Rights Shares of LPO I shall have identical and equal rights in all respects including dividend rights with other fully paid-up shares. Each fraction of Preemptive Rights shall be rounded down, in which the right to divest the said New Preemptive Rights Share shall be sold by the Company and the proceeds of the sale shall be entered into the Company's account. The maximum amount of funds to be received by the Company in this LPO I is Rp1,495,000,000,000 (one trillion four hundred ninety five billion Rupiah). In the event of the Preemptive Rights shares offered in LPO I are not entirely subscribed by shareholders or holders of Rights Issues, the remainder shall be allocated to other shareholders who place orders greater than their rights as stated in the Preemptive Rights Certificate or Additional Subscription Forms and Additional Shares Subscription Form, proportionally based on the amount of Rights which has been exercised by each shareholder requesting additional shares. The Company conducting the LPO I has obtained approval from the Extraordinary General Meeting of Shareholders ("EGMS") which has approved the addition of capital by giving the Preemptive Rights as stated as fact in the Minutes of Extraordinary General Meeting of Shareholders Deeds No.06 dated July 7, 2017, made before the presence of Kumala Tjahjani Widodo, SH, MH, M.Kn, Notary in Jakarta THE PREEMPTIVE RIGHTS SHALL BE LISTED ON THE INDONESIA STOCK EXCHANGE ( IDX ) AND SHALL BE TRADABLE EITHER ON OR OUTSIDE OF THE IDX FOR A PREEMPTIVE RIGHTS SALE PERIOD COMMENCING ON OCTOBER 6, 2017 TO OCTOBER 12, 2017. PREEMPTIVE RIGHTS SHALL BE EXERCISED DURING THE SALE PERIOD BY SUBMITTING SHARE SUBSCRIPTION FORM. THE NEW PREEMPTIVE RIGHTS SHARE RESULTING FROM THE PREEMPTIVE RIGHTS EXERCISE SHALL BE LISTED IN IDX COMMENCING ON OCTOBER 6, 2017. THE LAST DATE OF PREEEMPTIVE RIGHTS EXERCISE SHALL BE ON OCTOBER 12, 2017, PROVIDED THAT THE RIGHTS THAT ARE NOT EXERCISED UP TO SUCH DATE SHALL BE NO LONGER VALID. IMPORTANT NOTICE TO SHAREHOLDERS IN THE EVENT THAT THE EXISTING SHAREHOLDERS DO NOT EXERCISE THEIR RIGHTS TO SUBSCRIBE TO THE NEW PREEMPTIVE RIGHTS SHARES OFFERED IN THIS LPO I IN ACCORDANCE WITH THEIR RESPECTIVE PREEMPTIVE RIGHTS, SHALL EXPERIENCE THE DECLINE PERCENTAGE OF THEIR SHARES OWNERSHIP (DILUTION) BY A MAXIMUM OF18.52% (EIGHTEEN POINT FIFTY TWO PER CENT). MAIN RISK FACED BY THE COMPANY IS CONTAMINATION ON PRODUCTS THAT PRODUCED BY THE COMPANY. RISK ASSOCIATED WITH THE OWNERSHIP OF THE COMPANY SHARE IS THE ILLIQUIDITY SHARES OF THE SHARES OFFERED ON THIS LPO I. EVEN IF THE COMPANY SHALL LIST ITS STOCK IN IDX, HOWEVER NO WARRANTY THAT THE SAID COMPANY SHARE BEING TRADED SHALL BE ACTIVE NOR LIQUID FOR THE POSSIBILITY OF SOME OF PUBLIC SHAREHOLDERS DOES NOT TRADE THEIR SHARE IN THE SECONDARY MARKET. HOWEVER, THE COMPANY COULD NOT NOT PREDICT WHETHER THE TRADE OF COMPANY SHARE IN THE STOCK EXCHANGE SHALL BE ACTIVE NOR THE LIQUIDITY OF COMPANY SHARE SHALL BE MAINTAINED. THE COMPANY SHALL NOT ISSUE ANY COLLECTIVE SHARE CERTIFICATE IN THIS LIMITED PUBLIC OFFERING, HOWEVER, THE SAID NEW SHARES SHALL BE ELECTRONICALLY DISTRIBUTED AND ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA ( KSEI ). 1
This Abridged Prospectus is issued in Jakarta on August 11, 2017 TEMPORARY SCHEDULE Date of Extraordinary General Meeting of Shareholders (EGMS) : July 7, 2017 Effective Date of the Preemptive Rights Statement of Registration from OJK : September 22, 2017 Recording Date of Shareholders entitled for Preemptive Shares : October 4, 2017 Cum-Preemptive Rights Date in Regular Market and Negotiated Market : September 29, 2017 Ex-Preemptive Rights Date in Regular Market and Negotiated Market : October 2, 2017 Cum-Preemptive Rights Date in Cash Market : October 4, 2017 Ex-Preemptive Rights Date in Cash Market : October 5, 2017 Distribution Date of Preemptive Rights Certificate : October 5, 2017 Share Listing Date on the Indonesian Stock Exchange : October 6, 2017 Preemptive Rights Trading Date : October 6-12, 2017 Preemptive Rights Payment and Exercise Date : October 6-12, 2017 Preemptive Rights Shares Distribution Date : October 10-16, 2017 Last Payment Date of Additional Shares Subscription : October 16, 2017 Stock Distribution Allotment Date : October 17, 2017 Allotment Share Distribution Date : October 17, 2017 Subscription Fund Refund Date : October 19, 2017 LIMITED PUBLIC OFFERING I LIMITED PUBLIC OFFERING I Type of Offering : Registered Common Shares issued from the Company portfolio, through the issuance of preemptive rights share. Total of Preemptive Rights : A maximum of 1,150,000,000 (one billion one hundred and fifty million) of new shares issued from the portfolio of the Company having identical and equal rights in all respects with other registered and fully paid shares of common shares. Nominal value : Rp20 (twenty Rupiah). Exercise Price : Between Rp1,200 (one thousand two hundred Rupiah) to Rp1,300 (one thousand three hundred Rupiah) per share. Emission value : A maximum of Rp1,495,000,000,000 (one trillion four hundred ninety five billion Rupiah). Maximum dilution of Company share : 18.52% (eighteen point fifty two percent). ownership Date of EGMS : July 7, 2017 Preemptive Rights Trade Period : October 6-12, 2017 Preemptive Rights Exercise Period : October 6-12, 2017 Share Listing Date on IDX : October 6, 2017 Listing : This new Preemptive Rights Share shall be listed in IDX equals to the shares listed by the Company. After the Limited Public Offering I is exercised, the total number of shares of the Company to be listed becomes at a maximum of 6,211,800,000 (six billion two hundred eleven million eight hundred thousand) Registered Common Shares, consisting of 5,061,800,000 (five billion sixty one million eight hundred thousand) of Existing Share and maximum of 1,150,000,000 (one billion one hundred and fifty million) New Shares from LPO I, each with a nominal value of Rp20 (twenty Rupiah) per share. Additional Subscription : In the event of this new Preemptive Rights Shares are not entirely subscribed by the holders of preemptive rights, the remainder shall be allocated to other shareholders who place orders greater than their rights as stated in the Preemptive Rights Certificate proportionately according to the prevailing laws and regulations. Company Capital Structure The composition and structure of the Company's capital based on the Deed of Resolutions of the Company's General Meeting. No. 89 dated June 26, 2015 and the General Register of Shareholders of the Company dated August 9, 2017 prepared by the Company are as follows Description Nominal Value Rp20 per share Total Shares Nominal Value (Rp) Ownership Percentage (%) Authorized Capital 17,200,000,000 344,000,000,000 Issued and Paid Up Capital: PT Indoritel Makmur Internasional Tbk 1,594,467,000 31,889,340,000 31.50 Bonlight Investments., Ltd 1,281,142,300 25,622,846,000 25.32 Pasco Shikishima Corporation 430,253.000 8,605,060,000 8.50 Sojitz Corporation 215.126,500 4,302,530,000 4.25 Public* 1,540,111,200 30,802,224,000 30.43 Total outstanding shares 5,061,100,000 101,222,000,000 100.00 Treasury shares 700,000 14,000,000 - Total Authorized Capital and Issued and Paid Up Capital 5,061,800,000 101,236,000,000 100.00 Shares in Portfolio 12,138,200,000 242,764,000,000 *) ownership of shares below 5% There is no change in the capital structure and composition of the shareholders of the Company other than the disclosure of the capital structure and the latest shareholder structure. 2
In the event that all of the Company's shareholders exercise the Preemptive Rights which are offered in LPO I in accordance with their respective portions, the capital structure and composition of the Company's shareholders before and after LPO I on a proforma basis shall be as follows: Post LPO I If all shareholders exercise their Pre LPO I preemptive rights ** Description Nominal Value Rp20 per share % Ownership Nominal Value Rp20 per share Total Shares Nominal Value Nominal Value Total Shares (Rp) (Rp) Authorized Capital 17,200,000,000 344,000,000,000 17,200,000,000 344,000,000,000 Issued and Paid Up Capital: - PT Indoritel Makmur Internasional Tbk % Ownership 1,594,467,000 31,889,340,000 31.50 1,956,767,102 39,135,342,040 31.50 - Bonlight Investments, Ltd. 1,281,142,300 25,622,846,000 25.32 1,572,247,724 31,444,954,400 25.32 - Pasco Shikishima 430,253,000 8,605,060,000 8.50 528,016,519 10,560,330,380 8.50 Corporation - Sojitz Corporation 215,126,500 4,302,530,000 4.25 264,008,259 5,280,165,180 4.25 - Public* 1,540,111,200 30,802,224,000 30.43 1,890,060,396 37,801,207,920 30.43 Total Outstanding Shares 5,061,100,000 101,222,000,000 100.00 6,211,100,000 124,222,000,000 100.00 Treasury Shares 700,000 14,000,000-700,000 14,000,000 - Total Issued and Paid Up 5,061,800,000 101,236,000,000 100.00 6,211,800,000 124,236,000,000 100.00 Capital Shares in Portfolio 12,138,200,000 242,764,000,000 10,988,200,000 219,764,000,000 * ownership of shares below 5% ** Assumption: rounding down for each shareholder, and remaining shares of 4 (four) shares subscribed by shareholders with the highest number of shares Shares to be offered to the Shareholders in the LPO I, are entirely new shares issued from the portfolio of the Company having identical and equal rights in all respects with other registered and fully paid shares of common shares. FACTS ON PREEMPTIVE RIGHTS The Company shall reserves the rights to make changes to the provisions of this Preemptive Rights, taking into account changes due considerations to other circumstances and other factors as deemed appropriate. The provisions of issuance of Preemptive Rights in LPO I, including the Exercise Price and the final amount of the shares to be offered shall be announced in time. The shares offered in LPO I are issued based on the Preemptive Rights to be issued by the Company to the rightful shareholders. The Preemptive Rights may be traded during the trading period through the transfer of Preemptive Rights ownership by Preemptive Rights transfer system among the Securities Account Holders in KSEI. Preemptive Rights holder intending to trade must have an account at a Stock Member or Custodian Bank who is a Securities Account Holder in KSEI. Some of the provisions that must be considered in this Preemptive Rights are: Eligible Preemptive Rights Recipient The eligible Preemptive Rights Recipients are the Shareholders whose names are registered legally in the Company's Shareholders List on October 4, 2017 at 4pm. Authorized Preemptive Rights Holder The Authorized Preemptive Rights Holders are: The shareholders of the Company whose names are legally registered in the Company's Shareholders List on October 4, 2017 up to 4.00 pm who are not selling their Preemptive Rights until the end of the trading period of the Preemptive Rights. Preemptive Rights Buyer whose name is listed in the Preemptive Rights Certificate until the end of the trading period of the Preemptive Rights, or Preemptive Rights Holders in KSEI collective custody up to the end of the trading period of the Preemptive Rights. Trading of Preemptive Rights Certificate Preemptive Rights Holders may trade their Preemptive Rights Certificate during the trading period, starting from October 6, 2017 up to October 12, 2017. Preemptive Rights Scripless Trading shall be subject to the provisions of applicable laws and regulations in the territory of the Unitary State of Republic of Indonesia, including but not limited to the provisions of taxation and capital market provisions including the exchange rules in which the Preemptive Rights are traded, namely PT Bursa Efek Indonesia and the regulation of PT Kustodian Sentral Indonesia Securities (KSEI). If the Preemptive Rights Holders have doubts in making a decision, one should consult at own expense with an investment advisor, a securities broker, investment manager, legal counsel, public accountant or other professional advisor. Preemptive Rights which are in Collective Custody in KSEI are traded on the Indonesia Stock Exchange, whereas Preemptive Rights in the form of Preemptive Rights Certificate may only be traded outside the stock exchange. Settlement of Preemptive Rights trading conducted through the Stock Exchange shall be conducted by means of book-entry between securities accounts on behalf of Custodian Bank or Exchange Members in KSEI. 3
All costs and taxes which may arise as a result of the trade and the transfer of Preemptive Rights shall be the responsibility and expenses of the Preemptive Rights Holders or the Preemptive Rights Prospective Holders. Form of Preemptive Rights Certificate For the Company shareholders whose shares have not been included in the Collective Custody system in KSEI, the Company shall issue a Preemptive Rights Certificate with the names and addresses of the Preemptive Rights Holders, the number of shares held, the amount of Preemptive Rights to be used to purchase the Preemptive Rights Shares, the amount of Preemtive Rights Shares to be purchased, the amount of the price to be paid, the total order of additional Preemptive Rights Shares, the endorsement column and any other information required. For shareholders whose shares are in the Collective Custody system in KSEI, the Company shall not issue Preemptive Rights Certificate, however shall apply Preemptive Rights Credits to the securities account on behalf of the Custodian Bank or Exchange Members appointed by respective shareholders in KSEI. Preemptive Rights Certificate Split Requisition For Preemptive Rights Holders who wish to sell or transfer any portion of their Preemptive Rights, the holder of the relevant Preemptive Rights Certificate may contact the Company's Registrar to obtain the desired Preemptive Rights denomination. Preemptive Rights Holders may split the the Preemptive Rights Certificate commencing on October 6, 2017 up to October 12, 2017. Split Preemptive Rights Certificate can be obtained within 1 (one) Exchange Day after the request is fully received by Share Registrar of the Company. Preemptive Rights Value The value of Preemptive Rights offered by legitimate holder of Preemptive Rights will vary from one to another, based on supply and demand of the market. For instance, the calculation of the value of Rights below is one of the ways to calculate the value of Rights, but does not guarantee that the results obtained by calculating the value of Rights is the real value of the Rights in the market. The elaboration below is expected to provide an overview to calculate the value of Rights. Assumption: Market Price of one share : Rpa Share price offered in LPO I : Rpr Total outstanding shares prior LPO I : A Total share offered in LPO I : R Total outstanding shares post LPO I : A + R Theoritical New Share Price ex Rights : (Rpa x A) + (Rpr x R) (A + R) = RpX Therefore, the value of Rights is = RpX Rpr. Use of Rights Certificate Rights Certificate is the evidence of the Rights granted by the Company to its shareholders to purchase New Shares. Rights Certificate can only be issued to the shareholders who are yet to convert their shares and use for ordering the New Shares. Rights Certificate can not be exchanged for cash or anything in the Company nor be sold in the form of photocopies. Proof of ownership of pre-emptive rights to holders of Rights in Collective Custody at KSEI will be provided by KSEI through Exchange Members or their Custodian Bank.. Split Rights In accordance with the Regulation of Financial Services Authority No.32/2015, in the event that the shareholders have Rights in the form of denominations, the right to the fraction of the securities shall be sold by the Company and the proceeds of the sale shall be incorporated into the Company's account. Others The terms and conditions of this Rights are in and are subject to the prevailing laws and regulations of the Republic of Indonesia. All costs incurred in relation to the Rights transfer of the Preemptive Rights transfer shall be borne by the Rights Certificate holder or prospective Rights holder. BUY BACK SHARES BY THE COMPANY The Company has repurchased shares (buyback) totaling 700,000 (seven hundred thousand) shares or amounting to Rp14,000,000, - (fourteen million Rupiah), with a total purchase value of Rp. 767,210,358, - (seven hundred sixty seven million two hundred ten thousand three hundred fifty eight Rupiah). Such shares are listed by the Company as Treasury Shares. The buyback by the Company has been conducted in accordance with and in compliance with the provisions of the Financial Services Authority Regulation No. 2/POJK.04/2013 regarding the Repurchase of Shares Issued by Issuer or Public Company Under Significantly Fluctuating Market Conditions in conjuction of Circular Letter of the Financial Services Authority Number 4
22/SEOJK.04/2015 dated August 21, 2015 on Other Conditions as a Significantly Fluctuating Market Condition in the Execution of Repurchase of Shares Issued by Issuer Or Public Company in conjuction to Circular Letter of the Financial Services Authority No.6/SEOJK.04/2014 On the Procedures of Electronic Report Delivery by Issuers or Public Companies.. The following table describes the history of buyback of shares issued by the Company: Transcation Date Total Buyback Share by the Company Nominal Value of Buyback Share by the Company (Rp) Transaction Value of Buyback Share by the Company (Rp) September 2, 2015 500,000 10,000,000 539,577,000 September 28, 2015 200,000 4,000,000 227,633,358 Total 700,000 14,000,000 767,210,358 WITHIN 12 (TWELVE) MONTHS AFTER EFFECTIVENESS OF THE REGISTRATION STATEMENT OF THIS LPO I, THE COMPANY WILL NOT PUBLISH OR LIST NEW SHARES OR OTHER SECURITIES THAT ARE CONVERTIBLE INTO SHARES OUTSIDE THE OFFERING OF THIS LPO I. USE OF FUNDS OBTAINED FROM PUBLIC OFFERING RESULTS Funds obtained from the result of LPO I to the Company's Shareholders for the issuance of Preemptive Rights, after deducting the Company's Emission Charges, all of which will be used by the Company for the planned development of production facilities for the next 5 years in the form of construction of 4-6 new factories in Java / Sumatra / Kalimantan / Philippines, and addition of production lines (for bread and cake) in the existing factories. The funds will also be used for capital expenditures on the care and maintenance of these factories. DEBT DECLARATION All financial information, including balance, amount, percentage, presented in this Prospectus shall be rounded in thousands of Rupiah, unless otherwise stated. Therefore, any discrepancies arising from the summation of the financial information presented in the tables contained in this Prospectus, which is between the value of the sum and the value stated in the Prospectus, merely because of the rounding. Based on the consolidated financial statements of the Company and Subsidiaries as of March 31, 2017 and for the period ended on that date, audited by Public Accounting Firm Purwantono, Sungkoro & Surja (member firm of Ernst & Young Global Limited), an independent auditor, based on Audit Standards defined by IAPI, with unmodified opinion (previously unqualified), the consolidated liabilities of the Company and Subsidiaries as of March 31, 2017 amounted to Rp1,467,506,870 thousand with the following details: (in thousand Rupiah) Description Amount LIABILITIES Short-term Liabilities Trade payables Third parties 100,929,185 Related parties 47,490,412 Other payables Third parties 80,299,958 Related parties 1,576,854 Taxes payables 13,944,268 Accruals 38,235,454 Short-term employee benefits liability 6,635,966 Total Current Liabilities 289,112,096 Non-Current Liabilities Customers deposits 23,077,032 Deffered tax liability net 64,587,605 Bonds payable 996,406,126 Long-term employee benefits liability 94,324,011 Total Non-Current Liabilities 1,178,394,774 TOTAL LIABILITIES 1,467,506,870 SUMMARY OF SIGNIFICANT FINANCIAL DATA Below is an overview of the Company's and Subsidiaries' significant financial data based on the consolidated financial statements of the Company and Subsidiaries for the three-month periods and periods ended March 31, 2017 and 2016 and for the dates and years ended December 31, 2016 and 2015. The financial statements of the period of March 2016 and 2015 shall cover only the Company's financial statements. The acquisition and consolidation of the Subsidiaries begins at the end of 2016. The consolidated financial statements of the Company and Subsidiaries as of March 31, 2017 and for the three-month period ended on that date have been audited by Public Accounting Firm Purwantono, Sungkoro & Surja (member firm of Ernst & Young Global Limited), independent auditor, based on Auditing Standards defined by IAPI, with unmodified opinion (previously unqualified) through its report dated June 20, 2017 signed by Feniwati Chendana, CPA, while the financial statements of the Company as of March 31, 2016 and for the three-month period ending on the date are unaudited. The consolidated financial statements of the Company and Subsidiaries as of and on December 31, 2016 and for the year ended on that date has been audited by Public Accounting Firm Purwantono, Sungkoro & Surja (member firm of Ernst & Young Global Limited), independent auditor, based on Auditing Standards defined by IAPI, with unmodified opinion (previously unqualified) through its report dated March 8, 2017 signed by Drs. David Sungkoro, CPA. The financial statements of the Company as of December 31, 2015 and for the year ended on that date have been audited by Public Accounting Firm Purwantono, Sungkoro & Surja (member firm of 5
Ernst & Young Global Limited), independent auditors, based on Auditing Standards defined by IAPI, with unmodified opinion(previously unqualified) through its report dated March 24, 2016 signed by Drs. David Sungkoro, CPA. All financial information, including balance, amount, percentage, presented in this Prospectus shall be rounded in thousands of Rupiah, unless otherwise stated. Therefore, any discrepancies arising from the summation of the financial information presented in the tables contained in this Prospectus, which is between the value of the sum and the value stated in the Prospectus, merely because of the rounding. CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS (in thousand Rupiah) ASSETS As of As of December 31 March 31, 2017 2016 2015 ASSETS CURRENT ASSETS Cash and cash equivalents 513,846,078 610,989,176 515,237,283 Trade receivables Third parties 155,599,782 138,850,857 128,778,762 Related parties 149,955,903 141,530,530 119,893,013 Other third party receivables 2,867,743 3,572,146 1,872,642 Inventories 45,920,806 50,746,887 43,169,426 Prepaid expenses 25,160,011 2,135,085 2,248,477 Prepaid tax 1,066,441 269,552 112,591 Advances 1,393,470 1,320,106 1,678,453 TOTAL CURRENT ASSETS 895,810,233 949,414,338 812,990,646 NON-CURRENT ASSETS Fixed assets - net 1,837,247,126 1,842,722,493 1,821,378,206 Guarantee deposits 21,394,581 21,790,510 16,739,170 Intangible assets net 59,088,675 62,056,464 7,661,492 Security deposits 7,762,955 6,409,938 5,192,243 Other non-current non-financial assets 103,009,496 37,247,117 42,361,881 TOTAL NON-CURRENT ASSETS 2,028,502,833 1,970,226,521 1,893,332,991 TOTAL ASSETS 2,924,313,066 2,919,640,859 2,706,323,637 (in thousand Rupiah) LIABILITIES AND EQUITY As of As of December 31 March 31, 2017 2016 2015 LIABILITIES AND EQUITY CURRENT LIABILITIES Trade payables Third parties 100,929,185 110,777,949 105,328,057 Related parties 47,490,412 61,675,545 54,338,837 Other payables Third parties 80,299,958 83,714,622 135,105,314 Related parties 1,576,854 782,141 1,711,704 Taxes payables 13,944,268 11,877,412 26,145,331 Accruals 38,235,454 50,840,875 72,219,715 Short-term employee benefits liability 6,635,966 833,281 1,071,048 TOTAL CURRENT LIABILITY 289,112,096 320,501,824 395,920,007 NON-CURRENT LIABILITIE Customers deposits 23,077,032 23,799,065 21,797,492 Deferred tax liability net 64,587,605 62,892,779 38,031,900 Bonds payable 996,406,126 995,987,913 994,405,038 Long-term employee benefits liability 94,324,011 73,707,505 67,634,248 TOTAL NON-CURRENT LIABILITIES 1,178,394,774 1,156,387,262 1,121,868,678 TOTAL LIABILITIES 1,467,506,870 1,476,889,087 1,517,788,685 EQUITY Issued and fully paid capital 101,236,000 101,236,000 101,236,000 Additional paid-in capital 173,001,428 173,001,428 173,001.,428 Treasury shares (767,101) (767,101) (767,101) Exchange rate differences from translation of financial statement (3,122,561) (1,913,807) - Retained earnings Appropriated 6,000,000 6,000,000 4,000,000 Unappropriated 1,140,166,368 1,121,741,662 911,064.,625 Equity attributable to the owners of the parent entity 1,416,514,134 1,399,298,182 1,188,534,952 Non-controlling interest 40,292,063 43,453,590 - TOTAL EQUITY 1,456,806,197 1,442,751,772 1,188,534,952 TOTAL LIABILITIES AND EQUITY 2,924,313,066 2,919,640,859 2,706,323,637 6
CONSOLIDATED STATEMENTS OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME 3 (three) month period ended March 31 (in thousand Rupiah) For the Year Ended December 31 2017 2016 1) 2016 2015 NET SALES 602,453,161 610,976,660 2,521,920,968 2,174,501,713 COST OF GOODS SOLD 303,492,109 286,813,265 1,220,832,597 1,019,511,434 GROSS PROFIT 298,961,052 324,163,395 1,301,088,371 1,154,990,279 Operating expenses (258,305,626) (210,766,855) (918,136,529) (739,133,259) Other operating income 14,479,846 19,136,958 62,800,049 40,422,536 Other operating expenses (224,612) (284,119) (2,706,915) (2,621,066) OPERATING PROFIT 54,910,661 132,249,379 443,044,977 453,658,490 Financial income 7,101,172 6,284,554 22,438,469 18,540,730 Tax on financial income (1,416,786) (1,256,911) (4,482,007) (3,708,146) Financial costs (22,921,549) (22,887,628) (91,584,598) (90,239,459) PROFIT BEFORE INCOME TAX 37,673,497 114,389,393 369,416,842 378,251,615 INCOME TAX EXPENSE NET 9,925,821 28,044,569 89,639,473 107,712,915 PROFIT FOR THE YEAR 27,747,676 86,344,824 279,777,369 270,538,700 OTHER COMPREHENSIVE INCOME Item that will not be reclassified to profit or loss in subsequent periods: Re-measurement loss of employee benefits liability net of tax (11,495,517) - (13,585,691) (6,827,973) Item that will be reclassified to profit or loss in subsequent period: Exchange rate difference from translation of financial statements (2,197,734) - (2,799,325) - OTHER COMPREHENSIVE INCOME FOR THE YEAR NET OF TAX (13,693,251) - (16,385,015) (6,827,973) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 14,054,425 86,344,824 263,392,354 263,710,727 Profit for the year attributable to: Owners of the parent entity 29,920,223 86,344,824 279,960,999 270,538,700 Non-controlling interest (2,172,547) - (183,630) - Total 27,747,676 86,344,824 279,777,369 270,538,700 Total comprehensive income for the year attributable to: Owners of the parent entity 17,215,952 86,344,824 264,461,501 263,710,727 Non-controlling interest (3,161,528) - (1,069,147) - Total 14,054,425 86,344,824 263,392,354 263,710,727 EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT ENTITY (in full Rupiah amount) 5.91 17.06 55.31 53.45 Notes: 1) Unaudited CONSOLIDATED STATEMENT OF CASH FLOWS (in thousand Rupiah) 3 (three) month period ended March 31 For the Year Ended December 31 2017 2016 1) 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES Collections from customers 591,947,680 622,744,594 2,542,862,222 2,178,287,947 Cash received from interest income 5,684,386 5,027,643 17,956,462 14,832,584 Payments for operational expenses (233,467,114) (225,326,904) (807,587,016) (616,394,121) Payments to suppliers and contractors (206,561,090) (128,792,209) (775,102,495) (597,612,920) Payments for salaries and employee benefits (126,667,043) (93,131,761) (442,818,515) (330,530,936) Payments of income taxes (16,573,944) (17,954,622) (101,019,620) (76,292,406) Payments of royalty (5,360,604) (4,895,580) (19,588,612) (16,778,307) Net cash provided by operating activities 9,002,271 157,671,161 414,702,426 555,511,841 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of fixed assets 64,918 108,931 338,786 1,054,795 Acquisition of fixed assets (14,945,742) (87,104,994) (147,837,284) (195,298,395) Payment of advances for purchase of fixed assets (68,052,667) (3,116,144) (14,167,208) (42,361,881) Acquisition of intangible assets of the Company (507,214) (890,529) (12,202,617) (3,854,308) Payment for acquisition of subsidiary net of cash acquired - - (42,698,221) - Net cash used in investing activities (83,440,704) (91,002,735) (216,566,545) (240,459,788) CASH FLOWS FROM FINANCING ACTIVITIES Capital contribution from non-controlling interest of subsidiary - - 44,522,737 - Cash dividend payment - - (53,698,271) (27,991,754) Payment of finance cost (22,500,000) (22,887,628) (91,584,598) (90,756,681) Proceeds of bonds - - - 497,300,000 Repayment of bank loans - - - (340,000,000) 7
3 (three) month period ended March 31 For the Year Ended December 31 2017 2016 1) 2016 2015 Payment of bonds issuance cost - - - (841,358) Purchase of treasury stock - - - (767,101) Net cash provided by (used in) financing activities (22,500,000) (22,887,628) (100,760,132) 36,943,106 NET EFFECT OF CHANGES IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS (204,665) 110,348 (1,623,857) 657,995 NET INCREASE IN CASH AND CASH EQUIVALENTS (97,143,098) 43,891,146 95,751,894 352,653,153 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 610,989,176 515,237,283 515,237,283 162,584,130 CASH AND CASH EQUIVALENTS AT END OF YEAR 513,846,078 559,128,429 610,989,176 515,237,283 Notes: 1) Unaudited SIGNIFICANT RATIOS IMPORTANT RATIO As of As of December 31 March 31, 2017 2016 2015 Financial ratio (%) Profit Margin 4.61 11.09 12.44 Operating Profit Margin 9.11 17.57 20.86 EBITDA Margin 14.37 22.29 26.19 Return on Asset (ROA) n/a 1) 9.58 10.00 Return on Equity (ROE) n/a 1) 19.39 22.76 Financial ratio (times) Current Ratio 3.10 2.96 2.05 Liabilitiy to Asset Ratio 0.50 0.51 0.56 Financial Covenant Fulfillment (times) Debt to Equity 0.69 0.69 0.84 Debt to EBITDA n/a 1) 1.78 1.76 EBITDA to Interest Expense n/a 1) 7.63 7.55 Growth Ratio (%) Net Sales (1.40) 2) 15.98 15.65 Operating Profit (58.48) 2) (2.34) 51.87 Profit for the Year (67.86) 2) 3.41 43.41 Total Asset 0.16 3) 7.88 26.29 Total Liability (0.64) 3) (2.69) 27.62 Total Equity 0.97 3) 21.39 24.64 Notes: 1) n/a : not calculated due to the seasonality in the Company s performance so that the quarterly figures can not be annualized 2) Calculated by comparing the 3 (three) month period ended March 31, 2017 with the 3 (three) month period ended on March 31, 2016 3) Calculated by comparing figures as of March 31, 2017 with figures as of December 31, 2016 The Financial Covenant of Bond Agreement consists of: Financial Ratio Debt to Equity Debt to EBITDA EBITDA to interest expense Terms of Fulfillment Maximum of 1.5 times Maximum of 2.5 times Minimum of 4 times The above-mentioned financial ratios are calculated based on the audited consolidated financial statements of the Company and Subsidiaries at the end of the year. THE COMPANY HAS COMPLIED WITH THE REQUIRED RATIOS IN THE BOND AGREEMENT WHICH HAS BEEN DISCLOSED BY THE COMPANY IN THIS PROSPECTUS. 1. Economic Conditions MANAGEMENT DISCUSSION AND ANALYSIS In general, the Indonesian economy is experiencing an average growth of about 5% per year from 2012 to 2016, along with the gradual global economic recovery from the impact of the global economic crisis. The increase also occurs continuously in Gross Domestic Product in Food and Beverage Sub-sector apart from Restaurants from 2012 to 2016. In general, Gross Domestic Product from the Food and Beverage Sub-sector apart from Restaurant has increased by more than 4% per year, with the value of Rp1,869,747 billion in 2016. This increase indicates an increase in public consumption of food and beverages annually, which is the sub-sector of the main business of the Company. 8
In addition, Indonesia's per capita income based on constant prices shows an annual increase, with per capita income of Rp36,125,913.60 in 2016. The increase in per capita income indicates an improvement in public purchasing power. The bakery market in Indonesia grows by about 9% per year, well above the average of Indonesia's economic growth. In the bakery market in Indonesia, the Company as a market leader has a track record of more than 20 years in the bakery market, and in the last 5 (five) years, the Company has posted sales growth of 25% per annum. Moreover, the urban community which is one of the Company's main market share is continuously growing by around 2.5% annually, with the number of urban communities in 2016 as many as 142,219,144 people (source: The World Bank). Urbanization in general leads to changes in lifestyles and consumption patterns, with urban communities increasingly choosing practical, instant, healthy, convenient and affordable products. The main drivers of increased bread consumption are population growth, revenue growth and urbanization. With the projection of a rising middle class consumer in Indonesia, it will encourage the need for alternative food. 2. Financial Analysis The consolidated financial statements of the Company and Subsidiaries as of March 31, 2017 and for the three-month period ended on that date have been audited by Public Accountant Firm Purwantono, Sungkoro & Surja (member firm of Ernst & Young Global Limited), independent auditor, based on Auditing Standards Defined by IAPI, with unmodified opinion (previously unqualified) through its report dated June 20, 2017 signed by Feniwati Chendana, CPA, while the financial statements of the Company as of March 31, 2016 and for the three-month period ending on the date are unaudited. The consolidated financial statements of the Company and Subsidiaries as of December 31, 2016 and for the year then ended are audited by Public Accounting Firm Purwantono, Sungkoro & Surja (member firm of Ernst & Young Global Limited), independent auditors, based on the Audit Standards defined by IAPI, with unmodified opinion (previously unqualified) through its report dated March 8, 2017 signed by Drs. David Sungkoro, CPA. The financial statements of the Company as of December 31, 2015 and for the year ended on that date have been audited by Public Accountant Firm Purwantono, Sungkoro & Surja (member firm of Ernst & Young Global Limited), independent auditors, based on Auditing Standards defined by IAPI, with unmodified opinion (previously unqualified) through its report dated March 24, 2016 signed by Drs. David Sungkoro, CPA Net Sales The 3 (three) month period ended on 31 March 2017 compared to the 3 (three) month period ended on 31 March 2016 The net sales of the Company and Subsidiaries for the 3 (three) months ended March 31, 2017 decreased by Rp8,523,499 thousand or 1.40%, from Rp610,976,660 thousand in the 3 (three) months ended March 31, 2016 to Rp602,453,161 thousand in the 3 (three) month period ended on 31 March 2017. The decline was mainly due to an increase in sales returns due to the tight competition of fast food markets. To anticipate this, the Company has prepared innovation of new products to be launched in the following quarters. The 12 (twelve) month period ended on December 31, 2016 compared to the 12 (twelve) month period ended on December 31, 2015 The net sales of the Company and Subsidiaries for the 12 (twelve) month period ended on December 31, 2016 increased by Rp347,419,255 thousand or 15.98%, from Rp2,174,501,713 thousand in 2015 to Rp2,521,920,968 thousand in 2016. This increase was primarily driven by a significant increase in the Company product line of Sari Roti White Bread and Sari Roti Sweet Bread. Cost of Goods Sold The 3 (three) month period ended on March 31, 2017 compared to the 3 (three) month period ended on March 31, 2016 The cost of goods sold of the Company and Subsidiaries for the 3 (three) month ended March 31, 2017 increased by Rp16,678,844 thousand or 5.82%, from Rp286,813,265 thousand in the 3 (three) month ended on March 31, 2016 to Rp303,492,109 thousand in the 3 (three) month period ended on March 31, 2017. This increase was mainly due to increased raw materials and packaging used, increased direct wages, and increased cost of repairs and maintenance. The 12 (twelve) month period ended on December 31, 2016 compared to the 12 (twelve) month period ended on December 31, 2015 The cost of goods sold of the Company and Subsidiaries for the 12 (twelve) month period ended on December 31, 2016 increased by Rp201,321,163 thousand or 19.75%, from Rp1,019,511,434 thousand in 2015 to Rp1,019,220,832,597 thousand in 2016. This increase was in line with the increase in sales of the Company's products during 2016, caused by increased use of raw materials and packaging, direct wages for production activities and increased cost of repair and maintenance. Operating Expenses The 3 (three) month period ended on March 31, 2017 compared to the 3 (three) month period ended on March 31, 2016 The operating expenses of the Company and Subsidiaries for the 3 (three) month ended March 31, 2017 increased by Rp47,538,771 thousand or 22.56%, from Rp210,766,855 thousand in the 3 (three) month ended March 31, 2016 to Rp258,305,626 thousand for the 3 (three) month period ended on March 31, 2017. This increase was mainly due to an increase in transportation costs, expired/defective inventory, salaries and employee benefits, as well as professional services. 9
The 12 (twelve) month period ended on December 31, 2016 compared to the 12 (twelve) month period ended on December 31, 2015 The operating expenses of the Company and Subsidiaries for the 12 (twelve) month period ended on December 31, 2016 increased by Rp179,003,270 thousand or 24.22%, from Rp739,133,259 thousand in 2015 to Rp918,136,529 thousand in 2016. This increase was mainly due to an increase in advertising costs, expired inventories / defects and transportation, as well as employee salaries and benefits. Other Operating Income The 3 (three) month period ended on March 31, 2017 compared to the 3 (three) month period ended on March 31, 2016 The other operating income of the Company and Subsidiaries for the 3 (three) months ended March 31, 2017 decreased by Rp4,657,112 thousand or 24.34%, from Rp19,136,958 thousand in the 3 (three) months ended March 31, 2016 to Rp14,479,846 thousand in the 3 (three) month period ended March 31, 2017. This decrease was primarily due to a decrease in the net foreign exchange gain of the Company and Subsidiaries in the 3 (three) month period ended on March 31, 2017. The 12 (twelve) month period ended on December 31, 2016 compared to the 12 (twelve) month period ended on December 31, 2015 Other operating income of the Company and Subsidiaries for the 12 (twelve) months period ended on December 31, 2016 increased by Rp22,377,513 thousand or 55.36%, from Rp40,422,536 thousand in 2015 to Rp62,800,049 thousand in 2016. This increase was mainly due to an increase in income from the sales of scrap and the increase in net foreign exchange gain of the Company and Subsidiaries in 2016. Finance Income The 3 (three) month period ended on March 31, 2017 compared to the 3 (three) month period ended on March 31, 2016 The finance income of the Company and Subsidiaries for the 3 (three) month ended March 31, 2017 increased by Rp816,618 thousand or 12.99%, from Rp6,284,554 thousand in the 3 (three) months ended dated March 31, 2016 to Rp7,101,172 thousand in the 3 (three) month period ended on March 31, 2017. This increase was primarily due to an increase of 17.38% in cash placed by the Company in the time deposits as of March 31, 2017 compared to March 31, 2016. The 12 (twelve) month period ended on December 31, 2016 compared to the 12 (twelve) month period ended on December 31, 2015 The finance income of the Company and Subsidiaries for the 12 (twelve) month period ended on December 31, 2016 increased by Rp3,897,739 thousand or 21.02%, from Rp18,540,730 thousand in 2015 to Rp22,438,469 thousand in 2016. The increase was mainly due to an increase of 21.62% in cash placed by the Company in the bank as well as an increase in the Company's time deposits by 17.42%. Other Comprehensive Income The 3 (three) month period ended on March 31, 2017 compared to the 3 (three) month period ended on March 31, 2016 The other comprehensive income of the Company and Subsidiaries for the 3 (three) month ended March 31, 2017 increased by Rp13,693,251 thousand or 100%, from Rp nil in the 3 (three) month period ended on March 31, 2016 to Rp13,693,251 thousand in the 3 (three) month period ended on March 31, 2017. The increase was primarily due to an increase in the re-measurement loss of employee benefits liability net of tax and increase in the exchange rate difference from translation of financial statements. The 12 (twelve) month period ended on December 31, 2016 compared to the 12 (twelve) month period ended on December 31, 2015 The other comprehensive income of the Company and Subsidiaries for the period of 12 (twelve) month ended December 31, 2016 increased by Rp9,557,042 thousand or 139.97%, from Rp6,827,973 thousand in 2015 to Rp16,385,015 thousand in 2016. This increase was primarily due to an increase in the re-measurement loss of employee benefits liability net of tax due to changed assumptions and increase in the exchange rate difference from translation of financial statements. Assets March 31, 2017 compared to December 31, 2016 The assets of the Company and Subsidiaries as of March 31, 2017 increased by Rp4,672,207 thousand or 0.16%, from Rp2,919,640,859 thousand as of December 31, 2016 to Rp2,924,313,066 thousand as of March 31, 2017. The increase was generally due to several things as follows: Total assets of the Company and Subsidiaries as of March 31, 2017 decreased by Rp53,604,105 thousand or 5.65%, from Rp949,414,338 thousand as of December 31, 2016 to Rp895,810,233 thousand as of March 31, 2017. The decrease was primarily due to a decrease in cash of the Company and Subsidiaries placed in banks, from Rp173,735,715 thousand as of December 31, 2016 to Rp70,953,681 thousand as of March 31, 2017. 10
Total non-current assets of the Company and Subsidiaries as of March 31, 2017 increased by Rp58,276,312 thousand or 2.96% from Rp1,970,226,521 thousand as of December 31, 2016 to Rp2,028,502,833 thousand on March 31, 2017. The increase was primarily due to an increase in other non-current non-financial assets from Rp37,247,117 thousand as of December 31, 2016 to Rp103,009,496 thousand as of March 31, 2017. The increase in other non-current non-financial assets was due to an increase in advances for purchase of fixed assets and estimated claim for tax refund of the Company. December 31, 2016 compared to December 31, 2015 The assets of the Company and Subsidiaries as of December 31, 2016 increased by Rp213,317,222 thousand or 7.88%, from Rp2,706,323,637 thousand as of December 31, 2015 to Rp2,919,640,859 thousand as of December 31, 2016. The increase was generally due to several things as follows: Total current assets of the Company and Subsidiaries as of December 31, 2016 increased by Rp136,423,692 thousand or 16.78%, from Rp812,990,646 thousand as of December 31, 2015 to Rp949,414,338 thousand as of December 31, 2016. The increase was primarily due to an increase in cash and cash equivalents of the Company placed in banks, from Rp515,237,283 thousand as of December 31, 2015 to Rp610,989,176 thousand as of December 31, 2016. The increase in cash and cash equivalents was mainly in United States Dollar and Philippine Pesos placed at Metropolitan Bank & Trust Co. for SMFC and AFPI operations. In addition, there was an increase in trade receivables of the Company and its Subsidiaries, both to third parties and related parties, as a result of the improvement of operational performance of the Company and Subsidiaries in 2016. The trade receivables - third parties of the Company and Subsidiaries increased from Rp128,778,762 thousand as of December 31, 2015 to Rp138,850,857 thousand as of December 31, 2016. Trade receivables - related parties increased from Rp119,893,013 thousand as of December 31, 2015 to Rp141,530,530 thousand as of December 31, 2016. Total non-current assets of the Company and Subsidiaries as of December 31, 2016 increased by Rp76,893,530 thousand or 4.06%, from Rp1,893,332,991 thousand as of December 31, 2015 to Rp1,970,226,521 thousand as of December 31, 2016. The increase was primarily due to the increase in intangible assets of the Company and Subsidiaries, from Rp7,661,492 thousand as of December 31, 2015 to Rp62,056,464 thousand as of December 31, 2016. This increase was mainly due to the acquisition of trademarks from the AFPI acquisition. Liabilities March 31, 2017 compared to December 31, 2016 The liabilities of the Company and Subsidiaries as of March 31, 2017 decreased by Rp9,382,217 thousand or 0.64%, from Rp1,476,889,087 thousand as of December 31, 2016 to Rp1,467,506,870 thousand as of March 31, 2017. The decline was generally due to the following factors: The current liabilities of the Company and Subsidiaries as of March 31, 2017 decreased by Rp31,389,728 thousand or 9.79%, from Rp320,501,824 thousand as of December 31, 2016 to Rp289,112,096 thousand as of March 31, 2017. The decrease was caused by the decrease of the Company and Subsidiaries' trade payables to third parties and related parties, from Rp110,777,949 thousand and Rp61,675,545 thousand as of December 31, 2016 to Rp100,929,185 thousand and Rp47,490,412 thousand respectively as of March 31, 2017. In addition, the accruals of the Company and Subsidiaries also decreased from Rp50,840,875 thousand as of 31 December 2016 to Rp38,235,454 thousand as of 31 March 2017. The decrease in the Company's and Subsidiaries' trade payables was primarily due to the repayment of trade payables to third parties and related parties, as well as the decrease in accruals primarily due to a decrease in the promotional expense incurred by the Company. The Company's non-current Liabilities and Subsidiaries as of March 31, 2017 increased by Rp22,007,512 thousand or 1.90%, from Rp1,156,387,262 thousand as of December 31, 2016 to Rp1,178,394,774 thousand as of March 31, 2017. The increase was primarily due to the increase in the Company's long-term employee benefits obligation, from Rp73,707,505 thousand as of December 31, 2016 to Rp94,324,011 thousand as of March 31, 2017. The increase was primarily due to the Company's actuarial loss and employee benefits expense in the 3 (three) month period ended on March 31, 2017. December 31, 2016 compared to December 31, 2015 The labilities of the Company and Subsidiaries as of December 31, 2016 decreased by Rp40,899,598 thousand or 2.69%, from Rp1,517,788,685 thousand as of December 31, 2015 to Rp1,476,889,087 thousand as of December 31, 2016. The decline was generally due to the following factors: The Company and Subsidiaries' current liabilities as of December 31, 2016 decreased by Rp75,418,183 thousand or 19.05%, from Rp395,920,007 thousand as of December 31, 2015 to Rp320,501,824 thousand as of December 31, 2016. This decrease was primarily due to a decrease in other payables to third parties paid by the Company and Subsidiaries in 2016, from Rp135,105,314 thousand as of December 31, 2015 to Rp83,714,622 thousand as of December 31, 2016. In addition, there was a decrease in the accruals of the Company and Subsidiaries, from Rp72,219,715 thousand as of December 31, 2015 to Rp50,840,875 thousand as of December 31, 2016, which resulted from better partnership contract negotiation and faster payment processing. The Company's non-current Liabilities and Subsidiaries as of December 31, 2016 increased by Rp34,518,584 thousand or 3.08% from Rp1,121,868,678 thousand as of December 31, 2015 to Rp1,156,387,262 thousand as of December 31, 2016. This increase was primarily due to the increase in the deferred tax liabilities - net of the Company and Subsidiaries, from Rp38,031,900 thousand as of December 31, 2015 to Rp62,892,779 thousand as of December 31, 2016. The increase in net deferred tax liabilities was primarily due to an increase in the cost of acquisition of fixed assets with unequal tax and commercial depreciation age and interest expenses capitalized as fixed assets in accordance with the prevailing tax regulations. 11