PT Ciputra Development Tbk And Subsidiaries

PT Ciputra Development Tbk And Subsidiaries PT Ciputra Development Tbk And Subsidiaries

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<strong>PT</strong> <strong>Ciputra</strong> <strong>Development</strong> <strong>Tbk</strong><strong>And</strong> <strong>Subsidiaries</strong>Consolidated Financial StatementsFor Nine Months Ended 30 September 2008 and 2007


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS30 September 2008 and 2007(In Rupiah)ASSETSNote 2008 2007Cash and cash equivalents 2d,3 2,332,739,217,260 657,934,282,777Investments 2e,4 213,817,445,937 96,989,989,218Account receivables2fTrade(Net of allowance for doubtful accounts ofRp 2,282,342,294 in 2008 and Rp 2,891,290,253in 2007) 5 66,935,388,054 59,158,005,427OthersThird parties 43,867,932,763 42,749,231,657Inventories 2h,2p,7 2,001,072,751,675 1,851,450,888,123Advances 8 70,930,760,686 180,241,060,954Prepaid taxes and expenses 47,634,467,174 12,641,234,569Land for development 2h,2p,9 1,871,824,657,201 1,338,884,100,943Fixed assets(Net of accumulated depreciation of Rp 444,180,330,848in 2008 and Rp 392,190,142,038 in 2007) 2i,2j,2p,10 1,455,267,777,392 1,147,327,454,488Other assetsRestricted funds 3 53,359,007,071 29,785,625,817Others 2j 16,111,712,423 4,623,348,325TOTAL ASSETS 8,173,561,117,636 5,421,785,222,298See accompanying Notes to Consolidated Financial Statements which are an integral part of the consolidated financial statements.1


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (Continued)30 September 2008 and 2007(In Rupiah)LIABILITIES, MINORITY INTERESTSAND STOCKHOLDERS’ EQUITYNote 2008 2007LIABILITIESBank loans 11 186,371,959,752 185,095,202,008Account payablesTrade 18,244,931,331 16,147,594,574OthersThird parties 12 72,834,610,139 37,066,164,763Related parties 2g,6 56,511,464,338 54,792,239,803Accrued expenses 19,065,718,946 10,286,290,155Taxes payable 2r,13 13,286,824,849 32,776,908,856Advances from customers 2o,14 1,052,173,433,659 734,496,321,122Unearned revenues 2o,15 47,720,373,956 40,461,905,325Construction costs payable 16 136,115,091,709 104,796,241,747Deferred tax liabilities 2r 118,698,530,967 78,316,559,521Estimated liabilities on employee benefits 2m,17 5,562,282,596 11,091,413,279Others 707,340,701 336,418,287Total Liabilities 1,727,292,562,943 1,305,663,259,440MINORITY INTERESTS 2b,18 2,589,268,283,668 1,099,033,590,081STOCKHOLDERS’ EQUITYCapital stock – Rp 500 par value per shareAuthorized – 10,000,000,000 sharesIssued and fully paid – 6,556,748,915 shares in 2008<strong>And</strong> 6,512,312,856 shares in 2007 19 3,278,374,457,500 3,256,156,428,000Additional paid in capital 1b 7,173,979,690 7,173,979,690Transaction difference in equity changes of subsidiaries 2e 898,680,656,208 209,472,221,330Deficits (327,228,822,373) (455,714,256,243)Stockholders’ Equity – Net 3,857,000,271,025 3,017,088,372,777TOTAL LIABILITIES, MINORITY INTERESTSAND STOCKHOLDERS’ EQUITY 8,173,561,117,636 5,421,785,222,298See accompanying Notes to Consolidated Financial Statements which are an integral part of the consolidated financial statements.2


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOMEFor Nine Months Ended 30 September 2008 and 2007(In Rupiah)Note 2008 2007REVENUES 2o,20Net sales 535,777,647,758 659,546,957,623Operating revenues 278,834,878,066 256,259,224,351Total 814,612,525,824 915,806,181,974COST OF SALES AND DIRECT COST 2o,21Cost of sales 334,525,325,125 383,640,649,183Direct cost 94,587,791,775 89,425,421,930Total 429,113,116,900 473,066,071,113GROSS PROFIT 385,499,408,924 442,740,110,861OPERATING EXPENSES 2o,22Selling 51,111,714,389 41,865,222,003General and administrative 181,526,132,351 166,970,285,023Total 232,637,846,740 208,835,507,026INCOME FROM OPERATIONS 152,861,562,184 233,904,603,835OTHER INCOME (CHARGES) - NET 23 43,256,925,939 42,425,149,330INCOME BEFORE INCOME TAX 196,118,488,123 276,329,753,165INCOME TAX BENEFITS (EXPENSES) 2r,13Current (44,746,269,226) (75,463,653,311)Deferred 1,094,243,667 317,367,967Income Tax Expenses – Net (43,652,025,559) (75,146,285,344)INCOME BEFORE MINORITY INTERESTS 152,466,462,564 201,183,467,821MINORITY INTERESTS 2b,18 (91,015,517,752) (100,256,848,294)NET INCOME 61,450,944,812 100,926,619,527BASIC EARNINGS PER SHARE 2s,24Income from operations 23 36Net income 9 16DILUSION EARNINGS PER SHARE 2s,24Income from operations 20 31Net Income 8 13See accompanying Notes to Consolidated Financial Statements which are an integral part of the consolidated financial statements.3


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYFor Nine Months Ended 30 September 2008 and 2007(In Rupiah)TransactionDifference in Stockholders’Additional Equity Changes EquityCapital Stock Paid-in Capital of <strong>Subsidiaries</strong> Deficits – NetBalance, 1 January 2007 3,184,818,741,000 7,173,979,690 209,472,221,330 (556,640,875,770) 2,844,824,066,250Exercise of Warrant to Capital Stock 71,337,687,000 - - - 71,337,687,000Net income - - - 100,926,619,527 100,926,619,527Balance, 30 September 2007 3,256,156,428,000 7,173,979,690 209,472,221,330 (455,714,256,243) 3,017,088,372,777Balance, 1 January 2008 3,270,298,337,500 7,173,979,690 898,680,656,208 (388,679,767,185 ) 3,787,473,206,213Exercise of Warrant to Capital Stock 8,076,120,000 - - - 8,076,120,000Net income - - - 61,450,944,812 61,450,944,812Balance, 30 September 2008 3,278,374,457,500 7,173,979,690 898,680,656,208 (327,228,822,373) 3,857,000,271,025See accompanying Notes to Consolidated Financial Statements which are an integral part of the consolidated financial statements.4


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFor Nine Months Ended 30 September 2008 and 2007(In Rupiah)2008 2007CASH FLOWS FROM OPERATING ACTIVITIESCash received from customers 1,219,400,731,633 831,749,562,414Cash received from (paid for):Contractors, suppliers and others (602,765,924,164) (599,140,267,436)Salaries and employees’ benefit (87,810,584,925) (74,341,002,151)Income and other taxes (97,268,558,170) (71,347,530,651)Other operating expenses (140,798,947,977) (92,878,544,947)Interest and others financial charges (10,602,390,293) (18,922,038,866)Net Cash Provided (Used) in Operating Activities 280,154,326,104 (24,879,821,637)CASH FLOWS FROM INVESTING ACTIVITIESInterest income 83,748,294,714 31,401,445,134Increase in fixed assets – net (328,997,116,510) (56,743,780,625)Increase in investments - net (848,236,942) (91,366,670,089)Placement of restricted funds (13,299,738,367) (1,633,172,514)Net Cash Used by Investing Activities (259,396,797,105) (118,342,178,094)CASH FLOWS FROM FINANCING ACTIVITIESPaid in capital 8,076,120,000 71,337,687,000Receipt (Payment) of bank loans - net 14,679,480,529 (30,125,684,044)NET CASH PROVIDED FROM INVESTING ACTIVITIES 22,755,600,529 41,212,002,956NET INCREASE (DECREASE) IN CASH ANDCASH EQUIVALENTS 43,513,129,528 (102,009,996,775)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,289,226,087,732 759,944,279,552CASH AND CASH EQUIVALENTS AT END OF PERIOD 2,332,739,217,260 657,934,282,777Cash and cash equivalents at the end of period consist of:Cash on hand 7,979,666,996 7,065,775,805Cash in banks 126,630,525,020 134,979,661,433Time deposits 2,198,129,025,244 515,888,845,539Total 2,332,739,217,260 657,934,282,777ACTIVITIES NOT AFFECTING CASH FLOWSCapitalization of interest expenses toConstruction in progress 3,132,588,744 -Land for development 282,039,092 1,589,364,439Inventories - 138,811,937Addition of assets through acquisition of subsidiariesLand for development - 25,418,812,046Fixed asset - 21,828,050,493Goodwill 3,119,954,942See accompanying Notes to Consolidated Financial Statements which are an integral part of the consolidated financial statements.5


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor Nine Months Ended 30 September 2008 and 2007(In Rupiah)1. GENERALa. The Company’s Establishment<strong>PT</strong> <strong>Ciputra</strong> <strong>Development</strong> <strong>Tbk</strong> (the Company) was established on 22 October 1981 based on Notarial DeedNo. 22 of Hobropoerwanto, SH. The deed of establishment was ratified by the Minister of Justice in itsDecision Letter No. Y.A.5/417/9 dated 4 June 1982 and was published in the State Gazette No. 72,Supplement No. 1131 dated 7 September 1982.The Company’s Articles of Association has been amended for several times, most recently by Notarial Deedof Misahardi Wilamarta, SH, No. 140 dated 24 June 2008, concerning that all the shareholders agreed tochange the article of association to comply with the Indonesian Law No.40 year 2007 about limited liabilitycompany and regulation in stock exchange market.According to Article 3 of the Company’s Articles of Association, the Company’s scope of activities is toengage in the development and sale of housing (real estate), office spaces, shopping centers and relatedfacilities and industrial estates, and to engage in various services related to the design, development andmaintenance of housing facilities, including but not limited to golf courses, family clubs, restaurants andother recreation centers and their related facilities.The Company’s head office is located at Prof. Dr. Satrio Street Kav. 6, Jakarta. Its real estate projects,namely Perumahan Citra 1, 2 and 5, are located in Kalideres, Jakarta.The Company started its commercial operations in 1984.b. Public Offering of the Company’s ShareThe Company has offered its shares to the public through the capital market since 1994. The Public Offeringchronological since the first offer:ShareAccumulatedNominal AmountCorporate Action Listing DateAmount Share Amount (Rp)Initial Public Offering (IPO) 1 28 March 1994 250,000,000 250,000,000 250,000,000,000Stock split 2 06 August 2006 250,000,000 500,000,000 250,000,000,000Limited Public Offering (PUT) I 3 08 October 1996 250,000,000 750,000,000 375,000,000,000Bonus Shares 4 04 December 2000 862,500,000 1,612,500,000 806,250,000,000Issuance shares without pre-emptive rights 5 29 March 2006 2,307,276,912 3,919,776,912 1,959,888,456,000PUT II 6 12 December 2006 2,449,860,570 6,369,637,482 3,184,818,741,000Exercise of Warrant Series I 7 June – December 2007 170,959,193 6,540,596,675 3,270,298,337,500Exercise of Warrant Series I 7 January – September 2008 16,152,240 6,556,748,915 3,278,374,457,500Total Shares 6,556,748,915 3,278,374,457,5001) The Initial Public Offering totaling 50,000,000 shares ( with par value Rp 1,000 per share) at the price of Rp 5,200 per share. Theentire shares including founder’s shares of 200,000,000 shares have been registered at <strong>PT</strong>. Bursa Efek Jakarta as of 28 March1994.2) Change the par value of share from Rp 1,000 to Rp 500.3) The holders of 2 old shares entitled to get 1 pre-emptive rights to buy 1 new share (par value Rp 500 per share) at the price Rp1,400 per share.4) The holders of 20 old shares entitled to 23 bonus shares.5) Related to debt settlement amounting USD 181.2 Million.6) The holders of 8 old shares get 5 pre-emptive rights to buy 5 new shares (par value Rp 500 per share) at the the price Rp 500per share.7) Two shares from PUT II have th right to acquire one warrant which used to buy new shares in par value and price Rp 500 pershare.6


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)On 12 October 2006, the Company submits Registration Statement of Limited Public Offering II (PUT II) tothe Capital Market Supervisory Board and Financial Institution (Bapepam and LK) in connection withissuance of shares without pre-emptive right (HMETD) amounting 2,449,860,570 shares, which each 8shares holder entitled to 5 new shares, the par value and offering price is Rp 500. On 17 November 2006,this public offering had been stated effectivelly by Bapepam and LK by its Letter No.S-2776/BL/2006 dated15 November 2006. The cost issuance of shares related PUT II was Rp 14,758,141,570 and was recordedas a deduction of additional paid in capital.Within PUT II, except shares, the Company had also issued 1,224,930,285 warant, which could exercisedas common shares with par value and offering price of Rp 500 per share starting from 1 June 2007 to 30November 2007.As of 30 September 2008, all of the Company’s shares have been listed in Indonesia Stock Exchange (IDX).c. The Structure of <strong>Subsidiaries</strong>The consolidated financial statements include the accounts of the Company and the following subsidiaries,which majority, directly and indirectly, owned by the Company, as follows:Start of Percentage of Ownership (%) Total AssetsPrinciple Commercial 30 September 2008<strong>Subsidiaries</strong> Activities (a) Operations Domicile 2008 2007 (in thousand Rp)<strong>Ciputra</strong> <strong>Development</strong> International FinanceB.V. (d) 2 1995 Amsterdam 100.00 100.00 82,219<strong>PT</strong> <strong>Ciputra</strong> Residence and subsidiaries 1 1994 Tangerang 99.99 99.99 1,438,895,026<strong>PT</strong> Citraland Graha Realty 1 - Jakarta 99.99 99.99 455,961<strong>PT</strong> <strong>Ciputra</strong> Graha Mitra and subsidiaries 1 2007 Jakarta 99.99 99.99 140,811,017<strong>PT</strong> <strong>Ciputra</strong> Indah and subsidiaries 1 1996 Bogor 99.89 99.89 410,329,764<strong>PT</strong> Citra Tumbuh Bahagia 1 1993 Jakarta 80.00 80.00 501,275<strong>PT</strong> Penta Oktoeneatama and subsidiary 1 1993 Jakarta 80.00 80.00 79,958<strong>PT</strong> <strong>Ciputra</strong> Property <strong>Tbk</strong> and subsidiaries 3 - Jakarta 51.06 99.99 3,567,968,155<strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> and subsidiaries (b) 1.4 1993 Surabaya 39.92 39.92 2,214,627,890<strong>PT</strong> <strong>Ciputra</strong> Semarang (c) 3 1993 Semarang - - -<strong>PT</strong> Citra Mitra Properti (formerly known as<strong>PT</strong> Virtual Citra Propertynet) (e) 1 2002 Jakarta - - -<strong>PT</strong> <strong>Ciputra</strong> Sentra (c) 3 1993 Jakarta - - -<strong>PT</strong> Subursejahtera Agungabadi (c) 3 2002 Jakarta - - -<strong>PT</strong> Kharismasaka Pratama (c) 3 - Jakarta - - -<strong>PT</strong> Dimensi Serasi (c) 3 - Jakarta - - -<strong>PT</strong> Citradimensi Serasi (c) 3 - Jakarta - - -<strong>PT</strong> Buanasarana Sejatiindah (c) 3 - Jakarta - - -<strong>PT</strong> <strong>Ciputra</strong> Adigraha (c) 3 - Jakarta - - -a, 1. Developing and selling real estate.2. Financing the activities of the Company and subsidiaries.3. Developing and managing shopping centers, hotels and other commercial buildings.4. Developing and operating golf course and club house.b. Consolidated due to the Company has significant rights to exercise control on the operation.c. Transferred to <strong>PT</strong> <strong>Ciputra</strong> Property <strong>Tbk</strong>. (see description below).d. Not active as of 30 September 2008.e. Transferred to <strong>PT</strong> <strong>Ciputra</strong> Residence.<strong>PT</strong> <strong>Ciputra</strong> Property <strong>Tbk</strong>Based on ESGM of <strong>PT</strong> <strong>Ciputra</strong> Property <strong>Tbk</strong> (CP) held on 6 March 2007, as covered by Notarial Deed No.39 of Buntario Tigris Darmawa NG, SH, CP’s shareholders approved to increase CP’s authorized capitalfrom Rp 10,000,000,000 to Rp 1,000,000,000,000 and the issued and fully paid capital fromRp 3,000,000,000 to Rp 265,031,229,000 by converting CP’s debt to the Company of Rp 262,031,229,000into 262,031,229 new shares with a par value per share of Rp 1,000. This increase has been approved bythe Minister of Law and Human Rights Republic of Indonesia in his Decree No.W7-03386.HT.01.04.TH.2007 dated 28 March 2007.Based on Notarial Deed No.191 of Buntario Tigris Darmawa, NG, SH, dated 23 April 2007, CP’sshareholders approved the increased of issued and paid in capital stock from Rp 265,031,229,000 toRp 785,000,000,000 by issuing 122,972,788 new shares or amounting to Rp 122,972,788,000 for cash andconverting CP’s debt to the Company amounting to Rp 396,995,983,000 equivalent to 396,995,983 newshares.7


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)Based on Notarial Deed No. 22 dated 24 July 2007 of Fathiah Helmi, SH, CP’s shareholders agreed toincrease the authorized capital from Rp 1,000,000,000,000 to Rp 3,000,000,000,000 and the issue of3,010,000,000 new shares through initial public offering, changed the par value of share to Rp 250 andchange the name to become <strong>PT</strong> <strong>Ciputra</strong> Property <strong>Tbk</strong>. The public offerings of CP’s share was in accordancewith Letter No.S-5423/BL/2007 dated 30 October 2007 issued by the chairman of The Capital MarketSupervisory Agency and Financial Institution (Bapepam- LK). Thus, the Company’s share ownership in CPchanged from 99.99% to 51.06%.Based on the Stockholders’ Decision, as substitute of Extraordinary Stockholder’s General Meeting (ESGM),<strong>PT</strong> <strong>Ciputra</strong> Adigraha (CAG), subsidiary, on 14 September 2006 and 6 November 2006, both have beennotarialized under Deed No. 87 dated 13 December 2006 of Buntario Tigris Darmawa NG, SH, theCompany had acquired 75,810,000 shares of CAG owned by Artupic International B V .Further, based on Sale and Purchase of Shares Agreement No. 33 dated 6 March 2007 of Buntario TigrisDarmawa NG, SH, the Company had transferred 75,810,000 shares (39.9%) of CAG to CP.According to the minutes of the ESGM of CAG No. 33 dated 16 May 2007 of Mala Mukti, SH, LLM, CP hadacquired 38,000,000 shares of CAG owned by Peninsula of Tokyo BV.By the acquisition of shares of CAG from Artupic International BV and Peninsula of Tokyo BV, CP’s directand indirect share ownership in CAG increased from 27.85% to 87.75%.Based on Sale and Purchase of Shares Agreement No. 130, 132, 134, 136 and 138, all dated 21 February2007 of Buntario Tigris Darmawa, NG, SH, the Company transferred 5,600,000 shares (66.67%) in <strong>PT</strong>Buanasarana Sejatiindah (BSSI), 1,750,000 shares (70.00%) in <strong>PT</strong> Dimensi Serasi (DS), 1,400,000 shares(70.00%) in <strong>PT</strong> Citra Dimensi Serasi (CDS), 1,750,000 shares (70.00%) in <strong>PT</strong> Kharismasaka Pratama (KP)and 54,425,229 (26.11%) in <strong>PT</strong> Subursejahtera Agungabadi (SSAA) to CP.On 12 March 2007, CP’s shareholders approved the sale of 1 (one) share of CP owned by <strong>PT</strong> <strong>Ciputra</strong>Semarang (CSM) to <strong>PT</strong> <strong>Ciputra</strong> Graha Mitra (CGM) with par value.Based on Sale and Purchase of Shares Agreement No. 226 dated 30 March 2007 of Buntario TigrisDarmawa NG, SH, the company has transferred 46,839,594 shares (72.69%) in <strong>PT</strong> <strong>Ciputra</strong> Sentra (CSN) toCP, subsidiary.Based on Sale and Purchase of Shares Agreement No. 22 dated 3 April 2007 of Buntario Tigris DarmawaNG,SH, the Company had transferred 23,518,825 shares (99.1%) in CSM to CP.<strong>PT</strong> <strong>Ciputra</strong> ResidenceBased on the Extraordinary Stockholder’s General Meeting (ESGM) of <strong>PT</strong> <strong>Ciputra</strong> Residence (CR), asubsidiary, as covered by Notarial Deed No. 89 dated 13 December 2006 from Buntario Tigris DarmawaNG, SH, shareholders had agreed to increase the authorized capital of CR from Rp 1,000 billion to Rp 1,300billion and increase the issued and fully paid capital from Rp 968 billion to Rp 1,290.7 billion, by convertingthe convertible bonds payable of CR to the Company for Rp 350,129,500,000 into 322,700,000 shares atpar value per share of Rp 1,000. This increase of authorized capital had been approved by Minister ofJustice and Human Rights of the Republic of Indonesia in his Decree No. W7-00433 HT.01.04-TH.2007dated 12 January 2007.<strong>PT</strong> Citra Mitra PropertiBased on Extraordinary Shareholders’ General Meeting (ESGM) of <strong>PT</strong> Virtual Citra Propertyenet (VCP), asubsidiary, which was covered by Notarial Deed No. 64 dated 8 December 2006 of Buntario Tigris DarmawaNG, SH, shareholders had agreed to change the objective and the name of VCP to become <strong>PT</strong> Citra MitraProperty (CMP). These changes have been approved by Minister of Law and Human Rights Republic ofIndonesia as stated in his Decree No. W7-00561 HT.01.04-TH.2007 dated 16 January 2007. Further, basedon Sale and Purchase of Shares Agreement No. 264 dated 30 April 2007 of Buntario Tigris Darmawa NG,SH, the Company has transferred 99% share ownership in CMP to CR.7


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)<strong>PT</strong> Citraland Graha Realty (CGR) and <strong>PT</strong> <strong>Ciputra</strong> Graha Mitra (CGM)Based on Notarial Deed of Establishment of <strong>PT</strong> Citraland Graha Realty (CGR) No. 127 dated 20 February2007 and No. 183 dated 27 February 2007 of Buntario Tigris Darmawa NG, SH, the Company’s shareownership in CGR is 999,999 shares (99.9999%) and in CGM is 999,999 shares (99.9999%). Those Deedshave been approved by Minister of Law and Human Rights Republic of Indonesia as stated in his DecreeNo. WT-03407 HT.01.01-TH.2007 and No. W7-03408 HT.01.01-TH.2007, respectivelly dated 28 March2008.<strong>PT</strong> <strong>Ciputra</strong> Bangun Mitra (CBM)Based on Notarial Deed No. 165 dated 30 October 2007 of Buntario Tigris Darmawa NG, SH, <strong>PT</strong> CGM, asubsidiary, investing in CBM amounting 999,999 shares (99.9999%). Those Deeds have been approved byMinister of Law and Human Rights Republic of Indonesia as stated in his Decree No. AHU-10501.AH.01.01.2008 dated 3 March 2008. CBM’s operational branch effectively open on 3 March 2008.<strong>PT</strong> <strong>Ciputra</strong> Elok MitraBased on Notarial Deed No. 177 dated 17 December 2007 of Buntario Tigris Darmawa NG, SH, <strong>PT</strong> <strong>Ciputra</strong>Graha Mitra (CGM), a subsidiary, investing in <strong>PT</strong> <strong>Ciputra</strong> Elok Mitra (CEM) amounting 999,999 shares(99.9999%). Those Deeds have been approved by Minister of Law and Human Rights Republic of Indonesiaas stated in his Decree No. AHU-24287.AH.01.01.2008 dated 16 January 2008.<strong>PT</strong> <strong>Ciputra</strong> Fajar MitraBased on Notarial Deed No. 178 dated 17 December 2007 of Buntario Tigris Darmawa NG, SH, <strong>PT</strong> <strong>Ciputra</strong>Graha Mitra (CGM), a subsidiary, investing in <strong>PT</strong> <strong>Ciputra</strong> Fajar Mitra (CFM) amounting 999,999 shares(99.9999%). Those Deeds have been approved by Minister of Law and Human Rights Republic of Indonesiaas stated in his Decree No. AHU-24728.AH.01.01.2008 dated 13 May 2008.<strong>PT</strong> <strong>Ciputra</strong> Angsana MitraBased on Notarial Deed No. 16 dated 8 January 2008 of Buntario Tigris Darmawa NG, SH, <strong>PT</strong> <strong>Ciputra</strong>Graha Mitra (CGM), a subsidiary, investing in <strong>PT</strong> <strong>Ciputra</strong> Angsana Mitra (CAM) amounting 999,999 shares(99.9999%). Those Deeds have been approved by Minister of Law and Human Rights Republic of Indonesiaas stated in his Decree No. AHU-23590.AH.01.01.2008 dated 8 May 2008.d. Commissioners, Directors and EmployeesBased on ESGM of the Company, as covered by Notarial Deed No.140 dated 24 June 2008 of DR.Misahardi wilamarta, SH, MH, MKN, LLM, shareholders had agreed to appoint Veimeirawaty Kusnadi as anew director of the Company, so the composition of Commissioners and Directors are as follows:30 September 2008 30 September 2007President Commissioner : DR Ir. <strong>Ciputra</strong> Ir. <strong>Ciputra</strong>Commissioners : Bayan Akochi Bayan AkochiDian SumelerDian SumelerIndependent Commissioners : Cosmas Batubara Cosmas BatubaraHenk WangitanHenk WangitanWidigdo SukarmanWidigdo SukarmanPresident Director : Candra <strong>Ciputra</strong> Candra <strong>Ciputra</strong>Directors : Budiarsa Sastrawinata Budiarsa SastrawinataRina <strong>Ciputra</strong> Sastrawinata Rina <strong>Ciputra</strong> SastrawinataHarun HajadiHarun HajadiJunita <strong>Ciputra</strong>Junita <strong>Ciputra</strong>Cakra <strong>Ciputra</strong>Cakra <strong>Ciputra</strong>Tulus Santoso Brotosiswojo Tulus Santoso BrotosiswojoTanan Herwandi Antonius Tanan Herwandi AntoniusVeimeirawaty Kusnadi8


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)The composition of the Company’s Audit Committee as of 30 September, 2008 and 2007 as follows:30 September 2008 30 September 2007Chairman : Cosmas Batubara Cosmas BatubaraMembers : Lany Wihardjo Lany WihardjoThomas BambangThomas BambangAs of 30 September 2008 and 2007, the Company and its subsidiaries employed a total of 1,832 and 1,610employees.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa. The Basis of Measurement and Presentation of Consolidated Financial StatementsThe following consolidated financial statements are presented in accordance with generally acceptedaccounting principles in Indonesia, which consist of, among others, Statement of Financial AccountingStandards (SFAS) established by the Indonesian Institute of Accountants, Capital Market Supervisory Board(Bapepam) regulations No. VIII.G.7 (revised 2000) concerning “The Guidelines for Presentation of FinancialStatements” and Guidelines for Presentation and Disclosure of Financial Statements for Public ListedCompany Engaged in Real Estate Industry in accordance with circular letter of Head of Bapepam No. SE-02/PM/2002 dated 27 December 2002.The basis of measurement and presentation of the consolidated financial statements is historical cost basis,except for investments in certain securities, which are stated at fair value, inventories and land fordevelopment, which are stated at the lower of cost and net realizable value and investment in shares ofstock, which are accounted for under the equity method. The financial statements are prepared usingaccrual method, except for statements of cash flows.The consolidated balance sheets are prepared using the unclassified method in accordance with SFAS No.44 concerning “Accounting for Real Estate <strong>Development</strong> Activities”.The consolidated statements of cash flows are prepared using direct method by classifying cash flows intooperating, investing and financing activities.The reporting currency used in the preparation of these consolidated financial statements is IndonesianRupiah.b. Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and subsidiaries as presentedin Note 1c.The consolidated financial statements have been prepared on the basis of entity concept. All significant intercompany accounts, transactions and profit/loss have been eliminated to reflect the financial position andresult of operations as a whole.c. Translation Adjustments of Foreign EntitiesTransactions in foreign currency are recorded at the rates of exchange prevailing at the time thetransactions are made. At balance sheets date, monetary assets and liabilities denominatedin foreigncurrencies are translated to Rupiah using the Bank Indonesia middle rate, for Income statement the averagerate is used in that period.Balance sheet accounts - Middle rate at balance sheet date (30 September 2008: USD 1at Rp 9,378, EUR 1 at Rp 13,751, AUD 1 at Rp 7,844; 30September 2007: USD 1 at Rp 9,137)Income statement accounts - Average rate during the year (30 September 2008: USD 1 atRp 9.221, EUR 1 at Rp 14.105, AUD 1 at Rp Rp 8.451; 30September 2007:USD 1 at Rp 9,118)7


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)d. Cash EquivalentsCash equivalents consist of time deposits and Certificate of Bank Indonesia with maturity periods not morethan 3 months since the date of placement and not collateralized.e. Investments• Certain SecuritiesTradingIncluded in this classification are investments, which are purchased for immediate resale, normallycharacterized by the high frequency of purchase-and-sale transactions. These investments are made toearn immediate gain from the improvement in the short-term prices of the securities. Investments thatmeet this classification are recorded at fair value. The unrealized gain/loss at balance sheets date iscredited or charged to current operations. The fair value of securities sold determined using the weightedaverage method.• Mutual FundInvestment in mutual fund is stated at net assets value.• Investments in shares of stockInvestment in shares of stock wherein the Company has an ownership interest, directly and indirectly, of20% but not exceeding 50% are accounted for under the equity method, whereby the cost of investment isincreased or decreased by the Company’s share in the net earnings or losses of the associate companysince the acquisition date, and reduced by dividends received.If the associated company (which accounted for under equity method) or subsidiary sale its share orperform any transaction which could affect the associated company’s or subsidiary’s equity to the thirdparties, the Company’s net investments in associated company or subsidiary will be affected. TheCompany recognizes the changes to stockholders’ equity.Investments in shares of stock which its fair value are not readily determinable wherein the Companyhave ownership interest less than 20% are stated at acquisition cost.• PropertyInvestment in property is stated at cost.f. Allowance for Doubtful AccountsAllowance for doubtful accounts is provided based on a review of the condition of each debtor at the end ofperiod. The outstanding receivables are written-off against the respective allowance for doubtful accounts ordirectly from the account at the time management believes that these receivables are determined to bedefinitely uncollectible.g. Transaction and Balances with Related PartiesThe Company have transactions with related parties. Definitions of related parties is in accordance withSFAS No. 7 concerning “Related Party Disclosure”.All transactions with related parties whether or not conducted at terms and conditions similar to those withthird parties are disclosed in the financial statements.h. Inventories and Land for <strong>Development</strong>Inventories of land, residential houses and shop houses under construction and completed residentialhouses and shop houses are stated at the lower of cost or net realizable value. The cost is determined usingthe average method. Expenditures relating to land development and improvement including interests andforeign exchange losses on loans obtained to finance the acquisition, development and improvement of theland incurred prior to the completion stage are capitalized as part of the cost of the land.8


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)The inventories of the hotel and restaurant (foods, beverages and others) are stated at the lower of cost ornet realizable value. The cost is determined using the first-in, first-out method (FIFO).Land owned by the Company and subsidiaries for future development is classified as “Land for<strong>Development</strong>”. Upon the commencement of development and construction of infrastructure, the carryingcost of land will be transferred to the inventories or the appropriate property account.i. Fixed AssetsFixed Assets, except landrights, are stated at cost less accumulated depreciation. Landrights are stated atcost and not amortized. Depreciation is computed using the straight-line method based on the estimateduseful lives of the assets as follows:Buildings : 20 – 50 yearsGolf course : 20 yearsFurniture and fixtures : 5 yearsTransportation equipment : 5 yearsProject and golf equipment : 5 yearsThe cost of repairs and maintenance is charged to operations as incurred; significant renewals andbetterments are capitalized. When assets are retired or otherwise disposed of, their costs and the relatedaccumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in thestatements of income for the period.j. Construction in ProgressConstruction in progress is presented under property and equipment and stated at cost. The expenditures,including the borrowing cost, to finance the development and construction of the projects are capitalized aspart of the cost of the construction in progress. Upon substantial completion of the projects and when theassets are ready for their intended use, the accumulated costs will be transferred to the appropriate propertyaccounts.k. Deferred ChargesAdvertising expenses incurred before the opening of a project were deferred and are being amortized over 5years using the straight-line method.Billboard expenses are amortized over 1-3 years using the straight-line method.l. Reserve for Replacement of Hotel and Club House Operating EquipmentReserve for replacement of hotel and club house operating equipment is determined based on the estimatedreplacement value of the lost or damaged items. The replacement cost of the lost or damaged items isrecorded as a deduction to the reserve accounts.m. Estimated Liabilities of Employee BenefitsShort-term employees’ benefits are recognized at undiscounted amounts when employees has renderedtheir service to the Company during an accounting period.Post employees’ benefits are recognized at measurable amounts using discount rate basis, when anemployee has rendered service to the Company during an accounting period. Liabilities and expenses aremeasured using actuarial techniques which include constructive obligation which arises from the Company’sinformal practices. In computing the liabilities, the benefits should be discounted by using projected unitcredit method.Termination benefits are recognized when, and only when, the Company has commitments to either:a. terminate an employee or group of employees before the normal retirement date; orb. provide termination benefits for employees who received offerings to have voluntary resignation.9


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)n. Impairment of Assets ValueThe Company and subsidiaries conduct an evaluation to determine whether there is an indication for eventsor changes in circumstance which indicate that its carrying amount may not be fully recovered at eachreporting date. If any such indication exists, the Company and subsidiaries are required to determine theestimated recoverable value of all theirs assets and recognize the impairment in assets value as a loss inthe consolidated statements of income.o. Revenues and Expense RecognitionThe Company and subsidiaries recognize revenues from real estate sales using the full accrual method. Therevenue from real estate sales will be recognized in full if all the following conditions are met:• Sale of residential houses, shop houses and other types of buildings, and sales of land wherein the houseor building will be built by the seller. The conditions that should be met consist of:a. The sale is consummated;b. The collectibility of the sales price is reasonably assured;c. The receivable from the sale is not subject to future subordination against other loans which will beobtained by the buyer; andd. The seller has transferred to the buyer the usual risks and rewards of ownership through atransaction representing a sale in substance and the seller does not have a substantial continuinginvolvement with the property.• Sale of land wherein the building will be built by the buyer without the involvement of the seller (retail landsales). The conditions that should be met consist of:b. The payments received from the buyer have reached 20% of the agreed selling price and this amountis non-refundable;b. The collectibility of the sales price is reasonably assured;c. The receivable from the sale is not subject to future subordination against other loans which will beobtained by the buyer;d. The process of land development has been completed that the seller is not obliged to develop the lotssold or to construct amenities or other facilities applicable to the lots sold as provided in theagreement between the seller and the buyer or regulated by law; ande. The sale consists only of the lots of land, without any involvement of the seller in the construction ofthe buildings on the lots sold.If a real estate sale fails to meet all of the above conditions, revenue recognition is deferred and sale isrecognized using the deposit method until all of the conditions are fulfilled.The cost of the land sold is determined on the basis of the acquisition cost of the land plus otherexpenditures relating to its development. The cost of residential houses sold includes all the constructioncosts incurred.Lease rentals by the shopping center tenants, except for anchor tenants, are paid 1 to 5 years in advances,and are recorded under “Unearned Revenues”. These lease rentals are being amortized and recorded asrevenues on a monthly basis. Lease rentals by anchor tenants are paid on a monthly basis and the relatedrevenues earned from these rentals are likewise recognized on a monthly basis.Lease rentals of golf villa units are recognized as revenues based on the respective rental periods of the golfvilla units.The membership registration fees for golf and club house are recognized as revenues upon receipt. Thequarterly or more membership dues for golf and club house received in advance are presented under“Unearned Revenues” account and amortized as revenues based on the periods benefited.Expenses are recognized when incurred (accrual basis).p. Borrowing CostInterests and foreign exchange losses incurred on loans obtained to finance the acquisition, improvementand development of the land are capitalized as part of the cost of the inventories of land and land fordevelopment for real estate, and capitalized as part of the cost of property and equipment and constructionin progress for shopping centers and hotels. Upon the substantial completion of all activities related to thedevelopment of the land or the construction of the facilities and the related property is ready for its intendeduse, the capitalization of interests and foreign exchange losses ceases.10


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)q. Foreign Currency Transactions and BalancesTransactions involving foreign currencies are recorded in Rupiah amounts at the rates of exchangeprevailing at the time the transactions are made. At balance sheet date, monetary assets and liabilitiesdenominated in foreign currencies are adjusted to Rupiah using the Bank Indonesia middle rate of exchangefor export bills prevailing at that date (30 September 2008: USD 1 at Rp 9,378 , EUR 1 at Rp 13,751, AUD 1at Rp 7,844 and 30 September 2007: USD 1 at Rp 9,137).r. Income TaxAll temporary differences arising between the tax bases of assets and liabilities and their carrying value forfinancial reporting purposes are recognized as deferred tax using liability method. Currently enacted taxrates are used to determine deferred income tax.Deferred tax assets relating to the fiscal losses carry forward are recognized to the extent that future taxableprofit will be available against it. Amendments to taxation obligations are recorded when an assessment isreceived or, if appealed against, when the results of the appeal are determined.Current tax is recognized based on taxable income for the year, in accordance with the current taxregulations.For revenues subject to final income tax, such as revenue of golf villa unit rental and shopping centersrental, no temporary difference between commercial and tax reporting purposes. If the carrying value ofassets and liabilities which related to the final income tax between commercial and tax reporting is different,it is not recognized as deferred tax assets or liabilities. Expense for tax purpose is recognized proportionallywith the income of the current period.s. Earning per ShareIncome from operation and net income per share are computed by dividing income from operation and netincome, respectively, with the weighted-average number of shares outstanding during the period. Incalculating diluted earnings per share, the number of weighted average ofoutstanding common shares hasto be adjusted by considering the impact of all potentially dillutive common shares effects.t. Use of EstimatesThe preparation of the consolidated financial statements is conformity with generally accepted accountingprinciples requires the Company and subsidiaries’ management to make estimates and assumptions thataffect the reported amounts of assets and liabilities at the date of the financial statements and the reportedamount of revenue and expenses during the reporting period. Actual results could be different from theseestimates.u. Segment InformationBusiness segment is reported as primary segment and geographical segment based on the location ofassets is reported as the secondary segment.11


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)3. CASH AND CASH EQUIVALENTSThis account consists of:2008 2007Cash on handRupiah 7,973,756,980 7,065,775,805Dolar AS (2008: USD 630) 5,910,016 -Total Cash on hand 7,979,666,996 7,065,775,805Cash in BanksRupiah<strong>PT</strong> Bank Central Asia <strong>Tbk</strong> 40,979,594,981 44,587,470,519<strong>PT</strong> Bank NISP <strong>Tbk</strong> 15,280,202,340 28,158,494,012<strong>PT</strong> Bank Mandiri (Persero) <strong>Tbk</strong> 12,911,298,114 15,323,658,184<strong>PT</strong> Bank Mega <strong>Tbk</strong> 10,481,300,876 1,315,393,809<strong>PT</strong> Bank Bukopin <strong>Tbk</strong> 10,020,621,976 7,950,103,849<strong>PT</strong> Bank Internasional Indonesia <strong>Tbk</strong> 6,537,954,203 6,932,593,813<strong>PT</strong> Bank Tabungan Negara (Persero) 6,308,110,014 3,901,000,807Standard Chartered Bank 3,680,517,655 5,040,064,801Others (each below Rp 5 billion) 19,091,312,802 17,854,618,573Sub-total 125,290,912,961 131,063,398,367US DollarStandard Chartered Bank (2008: USD 120,200 dan2007: USD 239,554) 1,127,236,445 2,188,804,807<strong>PT</strong> Bank Mandiri (Persero) <strong>Tbk</strong> (2008: USD 1,218dan 2007: USD 138,144) 11,424,936 1,262,218,165Others (2008: USD 12,343 dan 2007: USD 50,918) 115,754,249 465,240,094Sub-total 1,254,415,630 3,916,263,066AUD<strong>PT</strong> Bank Commonwealth (2008: AUD 10,861) 85,196,429 -Total Cash in Banks 126,630,525,020 134,979,661,433Time DepositsRupiah<strong>PT</strong> Bank Danamon Indonesia <strong>Tbk</strong> 275,423,060,571 299,500,000,000<strong>PT</strong> Bank Mandiri (Persero) <strong>Tbk</strong> 196,294,904,978 1,000,000,000<strong>PT</strong> Bank NISP <strong>Tbk</strong> 194,751,015,440 15,500,000,000<strong>PT</strong> Bank Commonwealth 192,095,004,658 20,500,000,000<strong>PT</strong> Bank Pan Indonesia <strong>Tbk</strong> 141,486,251,370 -<strong>PT</strong> Bank Mega <strong>Tbk</strong> 132,006,487,671 -<strong>PT</strong> Bank Internasional Indonesia <strong>Tbk</strong> 84,046,348,319 37,782,315,514<strong>PT</strong> Bank Bumiputera Indonesia <strong>Tbk</strong> 52,711,497,598 25,500,000,000<strong>PT</strong> Bank Niaga <strong>Tbk</strong> 25,761,305,754 18,836,856,515<strong>PT</strong> Bank Central Asia <strong>Tbk</strong> 19,972,771,860 10,000,000,000<strong>PT</strong> Bank Tabungan Negara (Persero) 15,000,000,000 11,000,000,000<strong>PT</strong> Bank Capital Indonesia 14,000,000,000 -<strong>PT</strong> Bank Sinarmas 14,000,000,000 -<strong>PT</strong> Bank Permata <strong>Tbk</strong> 8,200,000,000 -<strong>PT</strong> Bank Mayapada <strong>Tbk</strong> 6,000,000,000 15,000,000,000United Overseas Bank 5,000,000,000 -Others (each below Rp 5 billion) 5,000,000,000 7,000,000,000Sub-total 1,381,748,648,219 461,619,172,02912


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)2008 2007US Dollar<strong>PT</strong> Bank Danamon Indonesia <strong>Tbk</strong>(2008: USD 21,688,676; 2007: USD 5,585,998) 203,396,405,685 51,039,259,421<strong>PT</strong> Bank Mega <strong>Tbk</strong> (2008: USD 19,107,300) 179,188,254,711 -<strong>PT</strong> Bank NISP <strong>Tbk</strong> (2008: USD 7,807,640) 73,220,047,920 -Others (2008: USD 435,127; 2007: USD 353,553) 4,080,624,018 3,230,414,089Sub-total 459,885,332,334 54,269,673,510EURO<strong>PT</strong> Bank Danamon Indonesia <strong>Tbk</strong> ( EUR 13,158,752 ) 180,945,996,873 -AUD<strong>PT</strong> Bank NISP <strong>Tbk</strong> (AUD 22,380,042) 175,549,047,818 -Total Time Deposits 2,198,129,025,244 515,888,845,539Bank Indonesia Certificates (SBI) - -Total 2,332,739,217,260 657,934,282,777Interest Rate:Time DepositsRupiah 8.75% - 12.75% 8.00% - 9.50%US Dollar 2.75% - 4.25% 4.00% - 5.00%Australian Dollar 6.25% - 7.25% -Euro 3.75% - 4.25% -As of 30 September 2008 and 2007, certain subsidiaries have escrow accounts in several banks.amounted to Rp 53,359,007,017 and Rp 29,785,625,817 respectively and presented as “Restricted Fund”account in the balance sheet.4. INVESTMENTSThis account consists of:2008 2007Investment in shares of stock<strong>PT</strong> <strong>Ciputra</strong> Liang Court (CLC) 131,455,402,642 16,946,085,323Investment in securities – trading 82,262,043,295 79,943,903,895Property 100,000,000 100,000,000Total 213,817,445,937 96,989,989,218Investment in shares of CLC represents investment owned by <strong>PT</strong> Dimensi Serasi (DS), a subsidiary of<strong>PT</strong> <strong>Ciputra</strong> Property <strong>Tbk</strong> (CP), of 105 shares (8.76%) as of 30 September 2007. On 19 November 2007, CP, asubsidiary, purchase 405 CLC shares from Artupic International BV and International Image Engineering Co.Ltd., then CP’s total direct and indirect ownership increasingly to 39.94%.Investment in securities - trading represents investment in Mutual Funds and Indonesian Goverment Bond.13


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)5. ACCOUNTS RECEIVABLEThis account represents receivables of the third parties arising from:2008 2007Sales of land and residential houses 62,408,721,768 52,516,652,466Revenues from hotels 4,440,728,410 5,035,965,285Revenues from shopping centers 2,259,460,497 3,023,969,401Others 108,819,673 1,472,708,528Sub - Total 69,217,730,348 62,049,295,680Less: Allowance for doubtful accounts (2,282,342,294) (2,891,290,253)Net 66,935,388,054 59,158,005,427Accounts receivable amounting to Rp 6.70 billion (10%) and Rp 8.06 billion (14%) owned by certain subsidiariesare pledged as collateral for the bank loans and bonds payable as of 30 September 2008 and 2007 respectively(see Note 11).The management of the Company and subsidiaries believe that the allowance for doubtful accounts provided isadequate to cover possible losses on uncollectible accounts6. TRANSACTION AND BALANCE WITH RELATED PARTIESIn the ordinary course of business, the Company and subsidiaries are engaged in financial transactions withrelated parties, wherein such transactions consist of expense charges and non-interest bearing cash borrowingwithout fixed repayment dates.Others Receivable<strong>PT</strong> <strong>Ciputra</strong> Corpora<strong>PT</strong> Apratima SejahteraCharacter of Relation 2008 2007Having the same Stockholders and managementwith the company 54,089,797,118 54,103,797,225Having the same Stockholders and managementwith the company 2,421,667,220 688,442,578Jumlah 56,511,464,338 54,792,239,803The percentage of due to related parties to total liabilities amounted to 3.2% and 4.2% as of 30 September 2008and 2007.7. INVENTORIESThe details of inventories are as follows:2008 2007Land lots 1,697,768,240,085 1,606,567,165,662Residential houses and shop-houses under construction 296,979,765,836 239,490,207,429Completed residential houses and shop-houses - 188,060,679Foods, beverages and others 6,324,745,754 5,205,454,353Total 2,001,072,751,675 1,851,450,888,123Inventories of land lots represent a land area covering approximately 552 hectares and 560 hectares as of30 September 2008 and 2007.14


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)Movement of land lots is as follows:2008 2007Beginning balance 1,745,898,990,406 1,923,112,980,205AdditionsPurchase of land 140,375,473,813 194,444,268,893Interest capitalized - 138,811,937DeductionsCharged to cost of sales (188,506,224,134) (269,064,938,145)Reclassification to land for development - (242,063,957,228)Ending Balance 1,697,768,240,085 1,606,567,165,662Movement of residential houses and shop-houses under construction and completed is as follows:2008 2007Beginning balance of residential houses andshop-houses under construction 140,284,460,786 150,030,836,181Production costs 299,240,832,118 204,035,082,284Ending balance of residential houses andshop-houses under construction (296,979,765,836) (239,490,207,429)Construction costs 142,545,527,068 114,575,711,036Beginning balance of completed residential housesand shop-houses 188,060,679 188,060,679Cost of sales (142,733,587,747) (114,575,711,036)Ending balance of completed residential housesand shop-houses - 188,060,679The interests capitalized as part of the inventories of land lots for nine months ended 30 September 2008 and2007 amounted nil and Rp 138,811,937. The related accumulated capitalized interests and foreign exchangelosses amounting to Rp 473.582.342.814 and Rp 602.795.456.598.as of 30 September 2008 and 2007.As of 30 September 2008, inventory amounting Rp 6.25 billion from <strong>PT</strong> Asenda Bangun Persada, subsidiary of<strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> is pledged as collateral for the loans of BCA (see Note 11).The management of the Company and subsidiaries believe that there are no changes in circumstances thatindicate material impairment of inventories as of 30 September 2008 and 2007.8. ADVANCES FOR PURCHASES OF LAND AND OTHERS2008 2007Land 60,966,450,769 39,521,165,645Investment in shares of stock - 140,450,000,000Others 9,964,309,917 269,895,309Total 70,930,760,686 180,241,060,954LandAdvance for purchases of land represents payment for land purchased which located, among others in WestJakarta, Tangerang and Surabaya.Investment in shares of StockRepresents investment in shares by <strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> (CS), a subsidiary, in <strong>PT</strong> Win Win Realty Centre(WWR), located in Surabaya.Pursuant to the Capital Restructuring Agreement of WWR which notarialized in the Deed No. 24 dated june 23,2006 which was made in presence of Johanes Limardi Soenarjo, SH, M. HUM, a notary in Surabaya,CS, asubsidiary, bought 140,450,000 shares with par value per share of Rp 1,000 or totalling Rp 140,450,000,000.This purchase represents 53% of CS ownership in WWR.15


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)Investment in WWR’s Stock by CS was agreed in the General Meeting of Shareholders (GMS) held on June 23,2006 and notarialized in the Deed No. 25 in presence of Johanes Limardi Soenarjo, SH, M.HUM. The changes ofthe article of association had been agreed by Ministry of Law and Human Rights in Statement of Ministry numberC-03131 HT.01.04.2007 dated on November 13,2007.9. LAND FOR DEVELOPMENTThis account represents a land area covering approximately 925 hectares and 931 hectares as of 30 September2008 and 2007 respectively owned by the Company and subsidiaries for future development. As of 30September 2008 and 2007, the land covering approximately 7.6 hectares and 54 hectares of land fordevelopment are pledged as collateral for loans and bonds payable (see Note 11).Total interests capitalized to the land for development for nine months ended 30 September 2008 and 2007 wasRp 282,039,092 and Rp 1,589,365,439 respectively. The accumulated capitalized interests and foreignexchange losses to land for development was Rp 243,382,128,047 andRp 263,481,371,720 as of 30 September 2008 and 2007.The management of the Company and subsidiaries believe that there are no changes in circumstances thatindicate material impairment of land for <strong>Development</strong> as of 30 September 2008 and 2007.10. FIXED ASSETS - NETThe details of fixed assets are as follows:2008Beginning Additions/ Deductions/ EndingBalance Reclassification Reclassification BalanceCostDirect ownershipLand rights 73,999,187,839 85,143,766,683 - 159,142,954,522Building s 1,098,619,168,397 10,163,008,102 529,108,448 1,108,253,068,051Golf courses 44,142,108,552 - - 44,142,108,552Furniture and fixtures 119,745,827,076 11,827,308,299 691,121,554 130,882,013,821Transportation equipment 9,440,126,889 338,773,186 636,954,146 9,141,945,929Project and golf equipments 9,539,641,671 116,636,400 - 9,656,278,0711,355,486,060,424 107,589,492,670 1,857,184,148 1,461,218,368,946Construction in progressBuilding s 236,560,186,840 221,782,556,166 20,113,003,712 438,229,739,294Total 1,592,046,247,264 329,372,048,836 21,970,187,860 1,899,448,108,240Accumulated DepretiationDirect ownershipBuildings 290,549,611,315 23,126,476,507 76,184,328 313,599,903,494Golf courses 25,297,505,615 1,655,329,070 - 26,952,834,685Furniture and fixtures 76,230,779,471 13,705,888,959 593,144,124 89,343,524,306Transportation equipment 6,622,471,718 673,532,040 515,800,113 6,780,203,645Project and golf equipments 7,419,025,546 84,839,172 - 7,503,864,718Total 406,119,393,665 39,246,065,748 1,185,128,565 444,180,330,848Nilai Buku 1,185,926,853,599 1,455,267,777,39216


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)2007Beginning Additions/ Deductions/ EndingBalance Reclassification Reclassification BalanceCostDirect ownershipLandrights 62,715,034,785 4,313,995,049 - 67,029,029,834Buildings 1,078,097,510,536 13,201,541,391 4,310,447,280 1,086,988,604,647Golf course 44,055,725,552 76,983,000 - 44,132,708,552Furniture and fixtures 108,270,810,263 10,400,380,075 1,116,663,946 117,554,526,392Transportation equipment 8,771,396,757 1,066,550,000 1,021,505,923 8,816,440,834Project and golf equipment 8,398,274,500 1,284,645,229 483,234,344 9,199,685,3851,310,308,752,393 30,344,094,744 6,931,851,493 1,333,720,995,644Construction in progressBuildings 174,428,551,150 54,937,861,281 23,569,811,549 205,796,600,882Total 1,484,737,303,543 85,281,956,025 30,501,663,042 1,539,517,596,526Accumulated DepreciationDirect ownershipBuildings 262,751,930,473 25,143,057,673 6,025,394,483 281,869,593,663Golf course 23,141,238,071 1,653,642,094 49,072,575 24,745,807,590Furniture and fixtures 63,731,768,885 9,279,873,732 - 73,011,642,617Transportation equipment 6,362,729,348 599,452,796 245,221,506 6,716,960,638Project and golf equipment 7,286,969,086 97,484,595 1,538,316,151 5,846,137,530Total 363,274,635,863 36,773,510,890 7,858,004,715 392,190,142,038Net Book Value 1,121,462,667,680 1,147,327,454,488The above landrights represent approximately 360.32 hectares with renewable Building Right Title (HGB) underthe name of the Company and subsidiaries, which will expire on various dates between year 2010 and 2026. TheHGB is extendable upon expiry date.Depreciation charged to the operations for nine months ended 30 September 2008 and 2007 amounted toRp 39,246,065,748 and Rp 36,773,510,890.As of 30 September 2008 and 2007, fixed asset with total net book value of Rp 305 billion (21%) andRp 646 billion (56%) consisting of landrights, buildings, golf course and golf equipment owned by certainsubsidiaries such as <strong>PT</strong> <strong>Ciputra</strong> Sentra and <strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> are pledged as collateral for the loans andbonds payable. As of 30 September 2007 included guarantee from <strong>PT</strong> <strong>Ciputra</strong> Semarang (see Note 11).Fixed asset, except for the land rights and golf course, are covered by insurance again risk of fire and otherassociated risk to certain insurance companies, among others, <strong>PT</strong> Asuransi Bintang <strong>Tbk</strong>. <strong>PT</strong> Asuransi AIUIndonesia, <strong>PT</strong> Asuransi Central Asia, <strong>PT</strong> Asuransi Aegis Indonesia, <strong>PT</strong> Asuransi Himalaya, <strong>PT</strong> Asuransi AstraBuana, <strong>PT</strong> Asuransi Allianz Utama and <strong>PT</strong> Fadent Mahkota Sahid with sum insured about USD 17,050,000 andRp 2,114 billion as of 30 September 2008 and USD 90.15 million, SGD 205 million and Rp 2,072 billion as of 30September 2007.The management believes that the insured amount is adequate to cover possible losses from such risk.The management of the Company and subsidiaries believe that there are no changes in circumstances thatindicate material impairment of the carrying amount of property and equipment as of 30 September 2008 and2007.17


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)11. BANK LOANSThis account represents loans obtained from:2008 2007Syndicated loans – <strong>PT</strong> Bank Bukopin<strong>PT</strong> <strong>Ciputra</strong> Semarang (CSM) - 43,303,910,749Non syndicated loans<strong>PT</strong> Bank Mandiri (Persero) <strong>Tbk</strong> 69,000,000,000 109,000,000,000<strong>PT</strong> Bank Mega <strong>Tbk</strong> 50,531,818,481 -<strong>PT</strong> Bank Internasional Indonesia 26,982,241,000 -EFG Bank 20,900,187,608 -<strong>PT</strong> Bank Bukopin <strong>Tbk</strong> 14,819,723,985 19,035,046,319<strong>PT</strong> Bank Central Asia <strong>Tbk</strong> 3,555,555,556 -<strong>PT</strong> Bank Harfa 582,433,122 1,274,244,940<strong>PT</strong> Bank Tabungan Negara (Persero) - 12,482,000,000Total 186,371,959,752 185,095,202,008Syndicated Loans – CSMOn 20 December 2004, CSM, a subsidiary, obtained syndicated loans facility from <strong>PT</strong> Bank Bukopin (Bukopin)and <strong>PT</strong> Bank Central Asia <strong>Tbk</strong> (BCA), with Bukopin act as an agent, Maximum loans facility from each bank isamounting Rp 50 billion, or Rp 100 billion in total. This loan was used to refinance the previous syndicated loansand obligation under capital lease.The term period of the loan is 4.5 years or up to 20 June 2009, bears annual interest of 11% for the first 6months and subsequently will be reviewed on monthly basis (in 2008: 11.7 – 12.5% and 2007: 11.7% – 14.75%).The repayment of the principal and interest are in quarterly basis.These loans are secured by land owned by CSM with total area approximately 16,453 sqm, which located inPekunden Village, Semarang, Central Java, including the related building and irremovable assets which areknown as <strong>Ciputra</strong> mall and hotel Semarang (see Note 10), fiduciary pledge on accounts receivable to thirdparties.Effective as of 19 September 2008, CSM has settled its entire loan to Bank Bukopin.Non Syndicated Loans<strong>PT</strong> Bank Mandiri (Persero) <strong>Tbk</strong>In 2002, <strong>PT</strong> <strong>Ciputra</strong> Sentra (CSN), a subsidiary, obtained investment credit facility from <strong>PT</strong> Bank Mandiri(Persero) <strong>Tbk</strong> amounting to Rp 200 billion and bears annual interest of 19.5% for the first month andsubsequently will be adjusted to the respective market interest rate (in 2008: 11.0% - 12.5% and in 2007: 14%).This loan will be due on 31 December 2009.This loan is secured by land. inventories and accounts receivable of shopping center and hotel owned by CSN(see Notes 5 and 10). This loan was used to settle CSN’s loan to Morgan Stanley Emerging Markets. Inc. Therepayment of the loan is based on quarterly basis.The loan repayment schedule is as follows:YearTotal Repayment2003 10,000,000,0002004 12,000,000,0002005 22,000,000,0002006 26,000,000,0002007 28,000,000,0002008 44,000,000,0002009 58,000,000,000Total 200,000,000,00018


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)<strong>PT</strong> Bank Mega <strong>Tbk</strong>On February 29, 2008, <strong>PT</strong> Win Win Realty (WWR), a subsidiary of CS, obtained term loan facility amounting toRp 389.77 Bilion and Interest During Construction (IDC) loan facility amounting to Rp 55.03 Bllion which used forthe 1 st term of <strong>Ciputra</strong> World Surabaya development. Both loan facilities are due on 28 February 2016 withannual of Bank Indonesia Certificates’ rate + 4%.These facilities are secured by 4 land right covering approximately 76,023 sqm owned by WWR.<strong>PT</strong> Bank Internasional Indonesia (BII)On 14 December 2007 <strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> (CS), a subsidiary, obtained loan facility from BII amounting to Rp30 Billion which was used for financing accounts receivable of CitraRaya Surabaya project. This loan will be duefor the next 36 months, with availability period until 6 months and bears an annual interest rate of Bank IndonesiaCertificates’ rate + 2.5% decreasing effectively. This loan is secured by CS’ Account Receivables, with the ratioof Account Receivables against this loan is not less than 125% of outstanding loan or amounting to Rp 37.5Billion.EFG BankOn 30 January 2008, <strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> (CS), subsidiary, obtained loan facility and overdraft from EFG BankSingapore, with maximum facility of USD 2,800,000 (equivalent). The loan facility will be due on October 31,2009 and guaranted by Obligasi Republik Indonesia (ORI), which will due on February 17, 2037, with nominalamount is not less than 40% of USD 6,900,000. The loan interest rate for fixed terms is 0.6% above the cost offund, while for overdraft is 2% above cost of fund.<strong>PT</strong> Bank BukopinOn 21 June 2007, <strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> (CS), a subsidiary, obtained investment credit facility from <strong>PT</strong> BankBukopin amounting to Rp 20 Billion, which used for refinancing <strong>Ciputra</strong> Waterpark’s project facilities. The loanwill be due on June 21, 2011 and bears annual interest rate of 13.75% - 14.25%.The loan is secured by land covering approximately 37,734 sqm amounting to Rp 22.25 Billion.<strong>PT</strong> Bank Central Asia <strong>Tbk</strong> (BCA)On 5 November 2007, <strong>PT</strong> Asendabangun Persada (ABP), a subsidiary of CS, obtained credit facilities from BCAamounting to Rp 5 Billion consisted of overdraft facility amounting to Rp 1 Billion and investment credit facilityamounting to Rp 4 Billion, which was used for working capital and infrastructure development for new lots atCitra Garden Lampung. The overdraft facility and investment credit facility will be due on 5 November 2008 and 5May 2011. These facililties bear an annual interest rate of 11% - 11.5%.Both loans are secured by land owned by ABP with Building Rate Title No. 07 covering an area of 46,753 sqmamounting to Rp 6.25 Billion.<strong>PT</strong> Bank HarfaOn June 23, 2006, <strong>PT</strong> <strong>Ciputra</strong> Surabaya Padang Golf (CSPG), a subsidiary of CS, obtained loan facility from <strong>PT</strong>Bank Harfa amounting to Rp 2 Billion to purchase 40 units of golf car for CSPG’s operational activities. This loanwill be due in 36 months and bears an annual interest of 12.5%. Repayment of this loan will be done monthlystarting on July 2006. This loan is secured by the respective financing assets.<strong>PT</strong> Bank Tabungan Negara (Persero)In 2002. <strong>PT</strong> <strong>Ciputra</strong> Residence (CR), a subsidiary, obtained working capital loan facility from <strong>PT</strong> Bank TabunganNegara (Persero) (BTN) amounting to Rp 46.5 Billion and bears annual interest of 19.5% for the first month andsubsequently will be adjusted to the respective market interest rate (in 2008: 12.5% - 13% and year 2007:12.5% - 14%). This loan will be due in April 2009 and secured by Building Right Title of land with total areaapproximately 57 hectares,located at Cikupa District, Tangerang Regency, owned by CR (see Note 9).Effective on 30 September 2008, CR has fully settled its loan to BTN.12. OTHER ACCOUNTS PAYABLE – THIRD PARTIESThis account consists of:2008 2007Tenant’s deposits 38,597,386,307 31,991,746,289Others 34,237,223,832 5,074,418,474Total 72,834,610,139 37,066,164,76319


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)2008 2007Provision for income tax – current periodProgressive rate 29,715,224,664 63,707,125,410Final rate 15,031,044,562 11,756,527,901Sub - total 44,746,269,226 75,463,653,311Prepayments of taxIncome tax article 25 29,110,626,567 39,773,011,490Final income tax 15,031,044,562 11,756,527,901Sub - total 44,141,671,129 51,529,539,391Estimated income tax payable 604,598,097 23,934,113,92014. ADVANCES FROM CUSTOMERSThis account represents deposits received from customers for sale of land and residential houses, and for legalprocess of the certificate of ownership. All of the advances are denominated in Rupiah.15. UNEARNED REVENUESThis account represents lease rental of shopping centers paid in advance from third parties. All of rentalrevenues are denominated in Rupiah.16. CONSTRUCTION COSTS PAYABLEThis account represents estimated liabilities to the contractors and suppliers for the remaining costs to completethe land, residential houses and shop-houses sold.17. ESTIMATED LIABILITIES OF EMPLOYEE BENEFITSThis account represents estimated liabilities based on Labor Law No. 13 year 2003 dated March 25, 2003, whichcalculated by <strong>PT</strong> Rileos Pratama.18. MINORITY INTERESTSThis account represents the equity interests of minority stockholders in income or loss of consolidatedsubsidiaries.19. CAPITAL STOCKThe stockholders and their respective stockholdings as of 30 September 2008 and 2007 are as follows:Number of SharesIssued and Percentage of AmountStockholders Fully Paid Ownership (Rp)<strong>PT</strong> Sang Pelopor 2,309,148,836 35.22 1,154,574,418,000Artupic International B.V. 406,185,114 6.19 203,092,557,000Rollrick Holdings Ltd. 340,552,520 5.19 170,276,260,000Bayan Akochi * 15,396,500 0.23 7,698,250,000Public (each below 5%) 3,485,465,945 53.17 1,742,732,972,500Total 6,556,748,915 100.00 3,278,374,457,500200821


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)Number of SharesIssued and Percentage of AmountStockholders Fully Paid Ownership (Rp)<strong>PT</strong> Sang Pelopor 2,309,148,836 35.46 1,154,574,418,000Artupic International B.V. 406,185,114 6.24 203,092,557,000Rollrick Holdings Ltd. 340,552,520 5.23 170,276,260,000Bayan Akochi * 15,396,500 0.24 7,698,250,000Public (each below 5%) 3,441,029,886 52.83 1,720,514,943,000Total 6,512,312,856 100.00 3,256,156,428,000*The Company’s commissionerAccording to Notarial Deed No. 110 dated December 18, 2006 from Misahardi Wilamarta, SH, the company hasissued 2,449,860,570 new shares with pre-emptive rights to shareholders and public. The issuance was inaccordance with Limited Public Offering II (see Notes 1a and 1b).Within Limited Public offering II above, the company had also issued 1,224,930,285 warrant series I. Warrantgives rights to their holders to purchase common shares with par value and offering price of Rp 500 per share.Exercise period starts from 1 June 2007 until 30 November 2009, which each 1 warant holder is entitled to1 new share. Until 30 September 2008, 187,111,433 warrants have been executed into shares.20. REVENUESThis account consists of: 2008 2007Net salesLand lots 167,782,905,487 396,186,665,639Residential and shop-housesBuildings 187,833,766,936 149,785,858,775Land 174,802,676,972 113,574,433,209Condominium 5,358,298,363 -Sub-total 535,777,647,758 659,546,957,623Operating revenuesShopping centers 157,814,986,961 142,638,591,306Hotels 79,398,164,980 71,348,768,354Golf course 26,515,812,003 23,000,005,287Water Park 11,453,274,527 8,430,995,711Others 3,652,639,595 10,840,863,693Sub-total 278,834,878,066 256,259,224,351Total 814,612,525,824 915,806,181,974200721. COST OF SALES AND DIRECT COSTThis account consists of:2008 2007Cost of salesLand lots 85,022,108,197 193,447,874,652Residential and shop-housesBuildings 142,733,587,747 114,575,711,037Land 103,484,115,937 75,617,063,494Condominium 3,285,513,244 -Sub-total 334,525,325,125 383,640,649,18322


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)2008 2007Direct costShopping centers 41,096,150,911 44,343,722,840Hotels 35,248,326,419 26,854,639,376Golf course 14,698,094,697 14,746,552,600Water park 3,545,219,748 3,480,507,114Sub-total 94,587,791,775 89,425,421,930Total 429,113,116,900 473,066,071,11322, OPERATING EXPENSESOperating expenses consist of:2008 2007SellingAdvertising and promotions 28,111,187,042 24,200,407,200Sales commissions 10,901,013,517 9,856,427,902Others 12,099,513,830 7,808,386,901Sub-total 51,111,714,389 41,865,222,003General and administrativeSalaries and allowances 87,810,584,925 74,423,975,602Depreciation 39,246,065,748 36,773,510,890Professional fees 7,879,536,898 6,370,805,023Maintenance 5,225,982,251 5,244,910,340Traveling Expenses 5,183,765,798 2,220,520,559Representation 3,585,962,035 7,288,280,599Postage and Telecommunication 3,259,345,408 2,938,592,893Water and Electricity 2,546,729,322 1,351,644,731Vehicle 2,497,675,280 2,993,398,657Property Tax 1,879,027,132 1,761,693,885Printing and Stationary 1,621,111,537 996,719,229Insurance 1,551,129,267 2,056,679,291Others 19,239,216,750 29,549,553,324Sub-total 181,526,132,351 166,970,285,023Total 232,637,846,740 208,835,507,02623. OTHERS INCOME (CHARGES)2008 2007Interest income 83,748,294,714 31,401,445,134Gain (loss) foreign exchange - net (45,751,700,141) 235,577,038Interest expense and others financial expense (10,602,390,311) (18,922,038,866 )Gain (loss) on sale invesment - net (3,509,235,729) 16,197,849,828Others – net 19,371,957,406 13,512,316,196Total 43,256,925,939 42,425,149,33023


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)24. BASIC EARNINGS PER SHAREThe computation of basic earnings per share as of 30 September 2008 and 2007 is follows:Basic earnings per share2008 2007Income from operations (In Rupiah) 152,861,562,184 233,904,603,835Net income (In Rupiah) 61,450,944,812 100,926,619,527Amount of outstanding shareBeginning of period 6,540,596,675 6,369,637,482Limited Public Offering and exercise 16,152,240 142,675,374The weighted average of outstanding share 6,556,748,915 6,512,312,856Earnings per share – Income from operations (In Rupiah) 23 36Earnings per share – Net income (In Rupiah) 9 16Diluted earnings per share2008 2007Income from operations (In Rupiah) 152,861,562,184 233,904,603,835Net income (In Rupiah) 61,450,944,812 100,926,619,527Amount of outstanding shareBeginning of period 6,556,139,181 6,418,566,228Effect on Exercise of Residual Warrant (see note 1b) 1,037,818,852 1,082,254,911The weighted average of outstanding share 7,593,958,033 7,500,821,139Earnings per share – Income from operations (In Rupiah) 20 31Earnings per share – Net income (In Rupiah) 8 1325. SIGNIFICANT AGREEMENTSa. Based on a joint operation agreement in 1996 and its latest amendment in 2003, entered into by andbetween <strong>PT</strong> Bumiindah Permaiterang (BI<strong>PT</strong>), a subsidiary of <strong>PT</strong> <strong>Ciputra</strong> Surya <strong>Tbk</strong> (CS), and PerumPerumnas (Perumnas), both parties agreed to engage in land acquisition, construction, marketing and salesof residential and commercial buildings in a land area covering approximately 115 hectares located atLakarsantri, Surabaya, whereas the location permit is obtained by Perumnas. BI<strong>PT</strong>, through CS, will providea land area approximately 47.92 hectares, and the rest will be provided by Perumnas. The construction,marketing and sales will be conducted by CS. As compensation, CS agreed to pay 25.184% of the proceedsfrom the minimum sales.Based on Fifth Amendment of the agreement dated 4 February 2005, effective from 1 May, 2005 to 31 May2005. both parties also agree to engage in acquisition, construction, marketing and sales of land located atthe above mentioned area. In addition. the compensation rate has been changed to 26.77%.The agreementwas terminated through Closing Official Report of Cooperative Agreement dated 31 May 2005.b. Further, based on cooperative agreement in 2005, between Perumnas and BI<strong>PT</strong>, both parties agreed toengage in sales of building and land amounting to 18 units of building and 209 units of land. In thisagreement, Perumnas will be receive revenue sharing amounting to 26,775% of minimum sales price.Based on amendment of agreement on 29 June 2005, amount of land changed to be amounting 244.c. <strong>PT</strong> Dimensi Serasi, a subsidiary, entered into a joint venture agreement in 1993 with Liang Court Holdings,Ltd.. Singapore, and International Image Engineering Co., Ltd. British Virgin Islands, to form 2 foreigninvestment joint venture companies (PMA). The first PMA formed, named <strong>PT</strong> <strong>Ciputra</strong> Liang Court isengaged in the construction development and management of the condominium and apartment complexlocated at Prof. Dr. Satrio Street Kav.1, Jakarta.24


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)d. <strong>PT</strong> <strong>Ciputra</strong> Sentra (CSN) and <strong>PT</strong> <strong>Ciputra</strong> Semarang (CSM), the subsidiaries. entered into management andpromotion agreements with Swiss Pacific B.V. (SP), the Netherlands, and Club and Hotel InternationalManagement Company B.V. (CHIC), the Netherlands. As compensation, CSN and CSM agreed to pay SP,a fixed and incentive hotel management coordination fee equivalent to 0.5% of the gross revenues and 1.5%of the gross operating profit, respectively. In addition, CSN and CSM also agreed to pay CHIC a fixed andincentive hotel marketing and service coordination fee equivalent to 2.5% of the gross revenues and 6% ofthe gross operating profit, respectively.Starting from 1 August 2005 SP transferred its rights and obligations to <strong>PT</strong> Swiss-Bellhotel InternationalIndonesia. Meanwhile, CHIC transferred its right and obligations to CHIC Limited, British Virgin Island, on 1November 2005.e. Based on a joint operation agreement dated 25 November 2004, entered into by CS and <strong>PT</strong> Taman Dayu(TD), both parties agree to cooperate and to develop the Taman Dayu project, located in Pandaan, EastJava, CS, among others, will organize and perform the management, operation, marketing and financialaspects of the project. Whereas, TD has an obligation to provide land which ready to be developed. Therevenue sharing is agreed at net selling price of land net of 2% commission. Expenses related on thosemarketing activities are borne by CS.f. Based on Notarial Deed of Cooperative Agreement of Land <strong>Development</strong> No. 7 dated April 4, 2007 ofFerdinand Bustani, SH, <strong>PT</strong> <strong>Ciputra</strong> Graha Mitra (CGM), a subsidiary, and <strong>PT</strong> Bangun Pratama Kaltim Abadi(BPKA) entered into a cooperative agreement of land development located at JL. D.I. Panjaitan, Samarindawith total land area of approximately ± 33 Ha. Based on agreement, CGM has obligation to develop and sellthe land and project building, while BPKA has obligation to provide land for development. The revenuesharing was agreed based on certain percentage of sales price of land and building.g. Based on Cooperative Agreement of Land <strong>Development</strong> No. 74 dated Agust 22, 2005 of <strong>PT</strong> Cita CitraLestari (CCL), a subsidiary of CGM and <strong>PT</strong> Graha Elok Asrijaya (GEA), CCL and GEA have entered into acooperative agreement of land development on JL. Ahmad Yani, Banjarmasin with total land area ofapproximately ± 87,105 sqm. According to this agreement, CCL has obligation to develop and sell the landand project building, and GEA provides land for development. The revenue sharing was agreed based oncertain percentage of sales of price land and building.h. Based on Cooperative Agreement of Land <strong>Development</strong> No. 245 dated November 30, 2007 of <strong>PT</strong> <strong>Ciputra</strong>Bangun Mitra (CBM), a subsidiary of CGM and <strong>PT</strong> PutraBalikpapan Adiperkasa (PBAP), have entered into acooperative agreement of land development on JL. MT. Haryono, Komplek Bukit Damai Indah, Balikpapan,with total land area of approximately ± 206,035 sqm. According to this agreement, CBM has obligation todevelop and sell the land and project building, and PBAP provides land for development. The revenuesharing was agreed based on certain percentage of sales of price land and building.i. On 26 February 2008, <strong>PT</strong> <strong>Ciputra</strong> Adigraha (CAG), subsidiary, signed in the apartment managementagreement and the technical assistant agreement in kavling 3-5 with <strong>PT</strong> Ascott International ManagementIndonesia.j. On 29 April 2008, CAG, subsidiary, signed in the hotel management agreement and the technical assistantagreement in kavling 3-5 with <strong>PT</strong> Raffles Hotels and Resorts Management and Raffles International Limited.25


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)26. SEGMENT INFORMATIONa. Business segment information is as follows (in thousand of Rupiah):2008Shopping CentersReal Estate and Hotels Others ConsolidatedRevenuesExternal parties 529,687,079 242,571,450 42,353,997 814,612,526ResultSegment result 199,537,676 162,941,460 23,020,273 385,499,409Operating expenses (130,778,780) (79,388,351) (22,470,716) (232,637,847)Income (loss) from operation 68,758,896 83,553,109 549,557 152,861,562Financial charges (785,519) (9,816,871) - (10,602,390)Gain on foreign exchange (16,571,990) (29,183,383) 3,673 (45,751,700)Other income (expense) – net 39,015,564 63,479,918 (2,884,466) 99,611,016Income (loss) before income tax 90,416,951 108,032,773 (2,331,236) 196,118,488Income tax expense (28,567,248) (15,075,727) (9,050) (43,652,025)Income (loss) before minority interests 61,849,703 92,957,046 (2,340,286) 152,466,463Minority interests (39,150,715) (51,859,872) (4,931) (91,015,518)Net income (loss) 22,698,988 41,097,174 (2,345,217) 61,450,945Other informationAssets 4,418,686,257 3,567,968,155 186,906,706 8,173,561,118Liabilities 1,250,301,840 314,907,913 162,082,810 1,727,292,5632007Shopping CentersReal Estate and Hotels Others ConsolidatedRevenuesExternal parties 659,457,695 213,987,360 42,361,127 915,806,182ResultSegment result 275,829,309 142,788,997 24,121,805 442,740,111Operating expenses (115,221,191) (63,969,727) (29,644,589) (208,835,507)Income (loss) from operation 160,608,117 78,819,271 (5,522,784) 233,904,604Financial charges - (18,095,573) (826,466) (18,922,039)Income (loss) on foreign exchange 167,069 68,508 - 235,577Other income (expense) – net 44,728,895 4,450,289 11,932,427 61,111,611Income (loss) before income tax 205,504,082 65,242,494 5,583,177 276,329,753Income tax expense (58,262,889) (16,883,396) - (75,146,285)Income (loss) before minority interests 147,241,193 48,359,098 5,583,177 201,183,467Minority interests (100,239,365) - (17,483) (100,256,848)Net income (loss) 47,001,828 48,359,098 5,565,694 100,926,619Other informationAssets 4,477,704,936 743,917,552 200,162,734 5,421,785,222Liabilities 822,247,654 319,581,476 168,834,129 1,305,663,25926


<strong>PT</strong> CIPUTRA DEVELOPMENT TBK AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)For Nine Months Ended 30 September 2008 and 2007(In Rupiah)b. Geographical Segment (in thousand of Rupiah):2008 2007AssetsJakarta and surrounding 9,112,377 5,979,143Surabaya and surrounding 2,147,419 1,766,411Semarang 220,067 220,235Lampung 67,209 50,452Kalimantan 140,811 43,436Amsterdam 82 127Total 11,687,965 8,059,804Elimination (3,514,404) (2,638,019)Net 8,173,561 5,421,785LiabilitiesJakarta and surrounding 763,111 617,093Surabaya and surrounding 700,433 546,177Semarang 65,335 101,472Lampung 50,024 20,883Kalimantan 150,624 36,701Amsterdam 2,416 177,822Total 1,731,943 1,500,148Elimination (4,650) (194,485)Net 1,727,293 1,305,663RevenuesJakarta and surrounding 411,884 366,782Surabaya and surrounding 297,767 421,723Semarang 73,634 67,990Lampung 16,937 17,581Kalimantan 14,391 41,730Total 814,613 915,806Net Income (Loss)Jakarta and surrounding 126,122 104,120Surabaya and surrounding 57,911 128,181Semarang 29,742 21,533Lampung 2,906 3,485Kalimantan (7,470) 2,505Amsterdam (261) (131)Total 208,950 259,693Elimination (147,499) (158,767)Net 61,451 100,92627, COMPLETION OF THE CONSOLIDATED FINANCIAL STATEMENTSThe management of the Company is responsible for the preparation of the consolidated financial statements thatwere completed on 31 October 2008.27

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