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Tangerang, 12 September 2023
No. 107/MDS/CSL/9/2023
To :
Directors
Indonesia Stock Exchange
Indonesia Stock Exchange Building Tower I 4th Floor
Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190
Subject : Response to Request for Explanation
Yours faithfully,
In connection with the Letter No. S-07625/BEI.PP2/09-2023 dated 7 September 2023 which we
received on 8 September 2023 regarding a "Request for Explanation" to us, so with this letter
we ("the Company") submit the following explanations:
A. Review of Financial Reports as of 31 December 2022, 31 March 2023 & 30 June 2023
1. In 2022, the Company purchased treasury shares amounting to Rp 1.1 trillion, which resulted
in cash at the end of 2022 decreasing by -46% or to Rp 354.3 billion compared to the
position at the end of 2021. Regarding this, we explain:
a. The background to the decline in the Company's cash in 2022. Please explain in detail.
Explanation:
There was a decrease in Cash and Banks balance of Rp 307.11 billion in 2022 compared
to 2021. During 2022 the Company generated net cash flow from operating activities
of Rp 2.33 trillion. Rp 0.28 trillion was invested in purchasing of fixed assets, opening new
stores, etc. Financing activities during 2022 included dividend payment of Rp 0.60
trillion, purchase of treasury shares of Rp 1.11 trillion and lease payment of Rp 0.63 trillion.
b. Is there an internal policy for managing the Company's cash?
Explanation:
We follow below guidance for cash management.
Cash generated from operating activities is prioritized for investment in growth (such as
new stores, refurbishment of existing stores, technology, development of new brands,
etc.).
Surplus cash after capital expenditures invesment is utilized towards maximizing
shareholders value (dividend payment and share buyback).
c. If so, what is the optimal cash balance that the Company must maintain?
Explanation:
In general, our optimal cash balance is Rp 100 billion.
Please note that we also have a bank overdraft facility of Rp 50 billion which generally
remained unutilized. And we also have a bank facility of Rp 1.7 trillion. As we are in
retail business, our inventory converts to cash on a daily basis.
d. What efforts is made by the Company to maintain the optimal amount of cash based
on the Company's internal policies?
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Explanation:
Matahari has a very strong business model which generates a lot of cash. We never
had a challenge in maintaining the optimal amount of cash even during Covid period.
- Our account receivable days is less than a week.
- We have a payment term ranging between 30 - 90 days with most of our suppliers.
We also have a bank loan facility of Rp 1.7 trillion which we can use when needed with
a term that can be chosen flexibly.
2. The Company recorded a fairly volatile third party trade receivables account where in the
period 31 December 2022 the Company recorded an increase in third party trade
receivables of 150% compared to 2021 or to Rp 64.5 billion. Then as of March 31 2023 and
June 30 2023 the Company recorded a decrease in third party trade receivables of 22%
and 1% respectively. For this matter, please explain:
a. Background to fluctuations in third party trade receivables.
Explanation:
As we shared above, our trade receivables days are very low (less than a week) as we
are in retail business.
Third party trade receivables represent payments from customers in the form of credit
and debit cards or other third party payment media. There was a fluctuation from 2021
to 2022 because at the end of December 2022, 30th and 31st fall on Friday and
Saturday. And the bank only pay the Friday and Saturday sales to the Company on
the following working day (in early 2023), and coupled with sales on those 2 days were
quite large. This is what causes trade receivables as of December 31, 2022 to appear
higher. This is different compared to 2021 where 30th and 31st fall on Thursday and Friday
and sales in 2021 was smaller because they were still affected by COVID-19. These two
reasons cause quite high fluctuations between the two years.
Meanwhile, the balance of trade receivables as of March 31 2023 decreased by 22%
compared to the balance as of December 31 2022 due to sales in the last 2-3 days of
December 2022 being greater than March 2023.
The balance of trade receivables as of June 30 2023 only decreased by 1% compared
to the balance as of March 31 2023 because the sales value in the last 2-3 days of June
2023 and March 2023 did not experience significant fluctuations.
b. Please provide information regarding aging of receivables and allowance for
impairment by filling in the following table:
(in million Rupiah)
Age of Collection Balance of Collection
June 30, 2023
Receivables Realization Receivables Percentage (%)
1-30 days 26,222 25,778 444 98%
31-60 days 2,451 1,844 607 75%
Total 28,673 27,622 1,051 96%
Explanation:
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As we could see from above table, more than 90% of the account receivables is 1-30
days and 98% of the same has already been collected. Out of the small amount of
trade receivables between 31-60 days 75% has already been collected and balance
amount of Rp 606 million is under reconciliation with banks. We are not required to
create a provision for impairment of receivables as the trade receivables is not aged
greater than 1 year and we believe that all trade receivable balances can be realized.
c. Form of control of the Company so that the balance of the Company's receivables
can be ensured to be collected.
Explanation:
Ensure that all Electronic Data Capture (EDC) in the shop is properly settled. Sales
data recorded in EDC is also received by banks or other financial services
companies.
We will use sales data at EDC as a basis for billing.
Collection Team monitors incoming money every day and compares it with the
receivable balance recorded in the Oracle application.
Collection team will contact the bank to carry out a reconciliation.
3. Based on Notes FS No. 5 regarding Inventory, the Company recorded a fairly fluctuating
inventory value where on December 31 2022 there was an increase of 19.98%, then as of
March 31 2023 the Company recorded an increase in inventory value of 71.18%. However,
in June 30 2023, the Company recorded a decrease of 38.46% and the inventory value
became Rp 943.97 billion. The value of provisions for inventory as of June 30 2023 is Rp 41.1
billion or 4.18% of total inventory.
a. Background of inventory account fluctuations.
Explanation:
Please note that the retail business really depends on the season, such as Eid,
Christmas, school holidays, and others.
The Eid season is the most important and biggest period for the Company, where sales
can reach 2.5 times greater than other periods. Therefore, the Company must ensure
that the balance of inventory is sufficient to meet the enthusiasm of customers who
shop at our stores.
In 2023, Eid al-Fitr was celebrated on April 21-22 2023. And all Matahari stores must be
ready for everything, including inventory. Approximately 1 month before Eid (in March
2023), new merchandise products must arrive in stores. Therefore, as can be seen in the
financial statements as of March 31 2023, the inventory balance has increased
significantly.
However, after Eid is over, inventory was experience a significant decrease because
the merchandise we prepared for Eid has already been sold to customers.
b. Based on the Audited LK as of December 31 2022, the Company recorded a recovery
of provisions where in 2021 the Company recorded a provision of Rp 138 billion then
decreased to Rp 39 billion in 2022. For this reason, we need further explanation
regarding the background to the recovery of the provision.
Explanation:
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The Company has a Standard Operating Procedure (SOP) for calculating and
recording inventory provisions. Inventory provisions are calculated by looking at past
performance of merchandise and recent retail business updates. Our provision has
been reviewed and validated by PwC.
At the end of 2020, the balance of merchandise in our stores generally came from
purchases in preparation for Eid 2020. However, the Company was unable to sell
merchandise that we had ordered from suppliers due to Covid-19 which occurred at
the end of March 2020, right 2 months before the Eid al-Fitr holiday on 23 May 2020.
Therefore, the Company must take a prudent attitude towards the inventory balance
on the books as of 31 December 2020 so that it reflects the net realizable value, by
establishing an inventory provision of Rp 147 billion.
Then over time, Covid-19 cases continued to decrease, and business gradually
improved, the Company was able to liquidate the merchandise purchased in 2020.
Therefore, we recovered the provisions in 2021 financials.
c. Is the current value of inventory provision sufficient to cover the risk of loss due to
decline in inventory value and risk of inventory loss? Explain in detail the background
and assumptions regarding the adequacy of the inventory provision value.
Explanation:
The value of provisions in the Company's books reflects the net realizable value of the
inventory balance. As we explained in point (a) above, the Company has an SOP for
making provisions and we carry out reviews every quarter.
d. Based on the LK Audit as of 31 December 2022, there is a key audit matter regarding
inventory allowance because the Company has a risk of obsolescence which could
result in inventory being sold at a high discount and the risk of inventory loss. For this
reason, it is necessary to explain in detail the Company's efforts to overcome the risk of
inventory obsolescence.
Explanation:
Any fashion retail business will always have an inventory risk of obsolescence. In fact,
for the Company our risk is comparatively lower as approximately 2/3 of our business is
on consignment model wherein these consignment vendor carry risk of inventory
obsolescence.
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The Company has complete information for each item (SKU) of direct purchase
merchandise, including the age of the product, the number of remaining units, and so
on. The Merchandising Team will carry out discounts by referring to the "Aged based
Markdown" SOP. With the methods that the Company applies, the risk of inventory
obsolescence can be minimized. And if there are still obsolete goods that have not
been sold, the Company will make a provision for these obsolete goods to reflect their
net realizable value.
e. Company policy regarding optimal inventory quantities. Please explain in detail.
Explanation:
The Company has a Planning and Allocation team to determine the adequacy and
optimization of merchandise. Their main duties and responsibilities are to review the
merchandise in Matahari stores, which ones are selling well and which ones are not
selling well. Replenishment will be carried out based on actual sales data and
merchandise balances reflected in the system, with reference to projections for the
next few months.
4. Based on Notes FS No. 7 concerning Rent, as of June 30 2023 the Company recorded an
additional rental value of Rp 94.2 billion and a modification of the rental contract of Rp 1.2
billion. Furthermore, based on the Audited LK as of 31 December 2022, the Auditor also
emphasized determining the right-of-use assets and lease liabilities based on PSAK 73 due
to the diversity of requirements in lease agreements and the significant estimates applied.
For this matter please explain:
a. Background to the increase in rental value as of June 30 2023. Please explain in detail.
Explanation:
The increase in rental value as of June 30 2023 is due to the addition of new stores in
2023 which are long term and have a fixed rate rental scheme and a profit sharing
system scheme with minimum payments.
b. The background to the modification of the rental contract as of June 30 2023. Please
explain in detail.
Explanation:
The modification to the rental contract as of June 30 2023 is due to changes in rental
rates due to rental fee reductions provided by the developer and an extension of the
rental period.
c. Detailed explanation of the estimates used by the Company in determining the
discount rate and rental period.
Explanation:
The estimation used by the Company in determining the discount rate is using a risk-
free interest rate adjusted for the lease period plus the incremental loan interest rate
on bank loans.
The estimation used by the Company in determining the rental period is the rental
period that has been agreed upon by the Company and the Developer as stated in
the rental agreement.
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d. How is the recording of rental value compatible with PSAK 73? Please explain.
Explanation:
The Company's overall financial reports have been prepared in accordance with
Indonesian Financial Accounting Standards, including PSAK 73 concerning Leases and
the Company's financial reports are audited by a Public Accounting Firm every year.
The recording of rental values has been carried out in accordance with PSAK 73 where
the Company records Use Rights Assets and Lease Liabilities for leases that meet the
rental criteria according to PSAK 73.
e. What efforts does the Company carry out to ensure that rental value recording is
correct and accurate?
Explanation:
The Company carries out a periodic (monthly) review process for recording rental
values to ensure that they comply with applicable PSAK 73. As additional information,
the 2022 financial statements have been audited by PricewaterhouseCoopers (PwC),
and the Auditor did not provide any records of findings, including calculations and
recording of PSAK 73 Leases.
5. Based on Notes FS No. 8 concerning Investments in Equity Instruments, as of June 30 2023,
the Company explains that investments in PT Global Ecommerce Indonesia have been
fully reserved for impairment losses since 2018. Please explain:
a. The nominal investment of the Company to PT Global Ecommerce Indonesia.
Explanation:
The nominal investment in PT Global Ecommerce Indonesia (GEI), a parent company
of Mataharimall is Rp 769.77 billion. Not to be confused with matahari.com which is
owned by PT Matahari Department Store Tbk (the Company).
b. Background: The Company invested in PT Global Ecommerce Indonesia.
Explanation:
The Company saw online business as a significant opportunity to expand the
Company's business reach throughout the archipelago as a retail company. In order
to develop online business, the Company collaborated with Mataharimall to sell the
Company's products, where the Company became one of the merchants on the
Mataharimall platform. The company saw this transaction as the basis for a strategic
long-term relationship with GEI and Mataharimall. The Company believed that the
investment in GEI and the partnership with Mataharimall along with new opportunities
to develop online to offline and offline to online (“O2O) components will drive
significant sales increases in the future, and will increase the Company's profits. The
Company also saw an opportunity to invest at an early stage with the hope of future
profits, as well as getting the opportunity to display and market the Company's
exclusive brand throughout Indonesia through online business.
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c. Background The Company has fully provided provisions for impairment losses since
2018.
Explanation:
(A) External and internal evidence that influences investment value, includes:
1. Mataharimall.com's performance results are not in accordance with the
expected work plan.
a. Net financial losses reached Rp -395 billion, Rp -701 billion, Rp -188 billion
and Rp -631 billion respectively in 2015, 2016, 2017 and 2018. One of the
main causes of these losses is high operational (marketing) costs, as an
effort to acquire and retain online customers on the Mataharimall.com
website. However, sales proceeds or what is known as Gross Merchandise
Value (GMV) were recorded at Rp 0.5 trillion, Rp 2.4 trillion, Rp 0.5 trillion and
Rp 0.5 trillion respectively in 2015, 2016, 2017 and 2018.
b. Based on market research conducted by third party consultants,
Mataharimall's ranking in the e-commerce market fell to number 11 with an
average monthly potential buyer visiting Mataharimall.com of 4.0 million
(Tokopedia: 99.8 million; Bukalapak: 73.6 million; Lazada: 63.9 million).
2. The strategy to focus on fashion products by offering exclusive
Mataharimall.com products was implemented, but the performance results
were below expectations.
At the beginning of 2018, Mataharimall management announced a
change in strategy from a marketplace to a fashion retailer site, by
introducing private label products (eg Mavis, Masilca). Apart from that,
Mataharimall also collaborates with international products such as 361
Degrees, which is also one of the main sponsors of the Asian Games
held in Indonesia in 2018. The sales performance of these brands was
below expectations.
3. Changes in Mataharimall's strategy as disclosed in the Company's Information
Disclosure on December 21 2018 and the explanation in point 1 above.
Because up to November 2018, its strategy as a fashion retailer had not
produced good results, Mataharimall again made the decision to
restructure its business to become an online infrastructure provider, with
a focus on serving the Company's online business.
4. Very tough competition in online business brightens the online market in
Indonesia, marked by international online business providers such as Alibaba
becoming financial supporters for Tokopedia, JD.id and so on. Online service
providers compete to carry out promotions without paying attention to the
long-term financial capabilities of the business (burning money strategy).
Mataharimall's shareholders took a strategic decision, namely restructuring the
business as stated in point (3) above, taking into account the company's
financial capabilities and agreeing that the business strategy in the online
business would require much more funds so that it would affect Mataharimall's
financial position in the long term. .
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5. In order to maintain the Mataharimall.com business, Mataharimall.com
management tried to carry out fundraising, but because the momentum and
timing had passed and global economic conditions were not supportive, the
plan for additional funding at GEI in 2018 did not materialize.
(B) The Company's accounting policy regarding impairment of Financial Assets [note
2f to the Company's financial statements for the period ending 31 December 2018
(audited)] and Investment in equity instruments [note 2n to the Company's financial
statements for the period ending 31 December 2018 (audited)] which based on
PSAK 50/55 concerning "Financial Instruments"
The Company has reviewed the impact of this decision, and before making a
decision, the Company has consulted with the Company's external auditor
regarding the overall provisions for the Company's investment in Mataharimall.
6. In the financial report as of June 30 2023, the Company recorded an increase in bank loan
accounts to Rp 1.15 trillion. Based on Notes FS No. 13 regarding Bank Loans, the increase
was motivated by increasing the CIMB 3 facility ceiling and extending the term until 18
December 2024. For this reason, the background to the increase in bank loans should be
explained.
Explanation:
We did not add facilities plafond. The CIMB 3 facility refers to is an extension in nature where
the term of the facility is 3 years. This means that every 3 years, the Company will extend
the facility.
The total loan facility’s plafond from Bank CIMB Niaga to the Company is Rp 1.7 trillion since
2019 and has not changed until today, where it is divided into 2: PT 2 and PT 3, with a total
plafond of Rp 700 billion and Rp 1 trillion respectively.
7. The company recorded third party trade payable which was quite volatile based on the
financial reports as of 31 December 2022, 31 March 2023 and 30 June 2023, namely Rp 1.2
trillion, Rp 1.8 trillion and Rp 673 billion, respectively. The third party trade payables account
consists of purchases payables which are liabilities to suppliers and consignment trade
payables which come from sales of consignments that have not been deposited. There
are no guarantees provided in relation to trade payable. For this matter please explain:
a. Background to fluctuations in third party trade payable.
Explanation:
Retail business is a business sector that is very dependent on seasonal activities, for
example Eid, Christmas, Chinese New Year, school holidays, and so on.
Third party trade payables amounted to Rp 1.2 trillion as of December 31 2022 because
December was the month with the second highest sales value after Eid, where
consignment sales contributed 71%. Payments to consignment suppliers for December
sales will only be made in the following month, i.e. January 2023.
The balance of third party trade payables increased to Rp 1.8 trillion in March 31 2023
due to the purchase of merchandise to welcome the Eid peak season, where trade
payables to suppliers have a term of payment of 90 days.
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Then the balance of third party trade payables decreased on June 30 2023 to Rp 673
billion because sales during the Eid period had been paid to consignment suppliers in
May 2023, and trade payables from purchasing merchandise for Eid had also been
paid in June 2023.
b. The background of no guarantee provided in connection with trade payable.
Explanation:
Matahari has a strong business relationship with most of the suppliers. Most of the
Company's suppliers have collaborated for a long period of time so that the level of
trust between both parties has been closely established. As proof, when Covid-19
occurred in 2020 and 2021, we worked hand in hand with all suppliers to handle the
problems that occurred and in the end we were able to get through everything
smoothly and perfectly without any disputes or legal problems occurring. There has not
been any request from any Supplier for guarantee from Matahari.
All buy and sell transactions with suppliers have an agreement signed by both parties.
Rights and obligations are clearly regulated therein. This agreement has legal force. If
one of the parties defaults, there will be legal sanctions.
c. Please provide information regarding the age of third party trade payables by filling in
the following table:
(in million Rupiah)
Payment Balance of Payment
Age of Payables June 30, 2023
Realization Payables Percentage (%)
1-30 days 461,961 451,090 10,871 97.6%
31-60 days 94,714 94,512 202 99.8%
More than 60 days 116,405 68,228 48,177 58.6% *)
Total 673,080 613,830 59,250 91.2%
*) payables are under reconciliation process with suppliers
8. Based on Notes FS No. 12 concerning Taxation, as of June 30 2023 the Company recorded
an increase in Article 29 corporate income tax payable from the previous amount of Rp
27.2 trillion as of December 31 2022 to Rp 132.3 trillion as of June 30 2023. For this reason,
the background to the increase in tax payable should be explained in detail.
Explanation:
A slight correction is that the income tax payable mentioned in point 8 should be Rp
27.2 billion as of 31 December 2022 and Rp 132.3 billion as of 30 June 2023, not in trillions.
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The comparison of the tax amount asked by the Exchange is actually not a
comparable comparison because the data asked is a comparison of 1 (one) full year
or 12 months of data for 2022 with only 6 (six) months of data for the 2023 period.
Comparison of the ideal tax amount should use comparable comparisons, namely
both data for 1 (one) full year or both data for a period of 6 (six) months only.
To explain the increase in Article 29 Income Tax payable, we need to provide details
of Article 29 corporate income tax payable as follows:
30 Juni 2023 31 Desember 2022
Keterangan
(6 bulan) (12 bulan)
Beban pajak perseroan (Kini) (A) 159,607 273,771
Dikurangi pajak dibayar di muka
- PPh Pasal 22 - (4,833)
- PPh Pasal 23 (589) (1,017)
- PPh Pasal 25 (26,709) (240,741)
Jumlah Pajak dibayar di muka (B) (27,298) (246,591)
Kurang Bayar PPh badan (PPh pasal 29)
132,309 27,180
= (A) - (B)
From the table above it can be seen that Income Tax Article 29 payable comes from
the Company's tax expense minus prepaid taxes.
Utang PPh pasl 29 = Beban Pajak - Pajak dibayar di muka
The Company's tax expense for the 6 (six) month period ending 30 June 2023
("June 2023") amounted to Rp 159.61 billion, smaller than the tax expense for the 1
(one) year period ending 31 December 2022 (" December 2022”) amounting to
Rp 273.77 billion.
Prepaid taxes for the 6 (six) month period ending 30 June 2023 (“June 2023”)
amounted to Rp 27.30 billion, smaller than the prepaid taxes for the 1 (one) year
period ending 31 December 2022 (“December 2022”) amounting to Rp 246.60
billion.
Thus, the amount of PPh article 29 for June 2023 will be greater, namely Rp 132.31
billion when compared to PPh article 29 for December 2023 which is Rp 27.18
billion.
The increase in the value of PPh article 29 in the June 2023 period compared to the
December 2022 period was due to a decrease in the amount of prepaid tax by the
Company in the June 2023 period compared to the December 2022 period, namely
from Rp 246.59 billion to Rp 27.30 billion. Then, the reason for the decrease in the
amount of prepaid tax in the June 2023 period is mainly due to the decrease in
installments for PPh article 25 from Rp 240.74 to Rp 26.71 billion. This decrease is normal
because the two periods being compared are an unequal or disproportionate
comparison where the total installments for PPh article 25 for 2022 amount to Rp 240.7
billion, representing the total installments for 12 (twelve) months while the total tax
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installments for the 2023 period amount to Rp 26 .71 billion is only the amount of
installments for 6 (six) months (just a matter of timing).
2023 2022
MASA PAJAK
(6 bulan) (12 bulan)
Jan - Juni 26,708 31,723
Juli - Desember - 209,018
TOTAL 26,708 240,741
Then, the increase in PPh article 25 installments only occurs in the second semester of each
year following the performance of the previous quarterly profit and loss report. Therefore,
if the comparison is made with a full 1 year period for each year, there will not be much
difference. However, if the 6 month period is compared with the 1 year period as asked by
the Exchange, then it is certain that there will be quite a significant difference.
9. Based on Notes FS No. 15 concerning Additional Paid-in Capital, there is a difference
between the transfer price paid when PT Meadow Indonesia (MI) acquired the Company
and the book value at the time of acquisition as a result of restructuring transactions from
entities under common control amounting to -Rp 3.77 trillion. Based on Company letter No.
099/MDS/LGL/07/2011 dated 4 July 2011 concerning Application for Listing of Shares of PT
Matahari Department Store Tbk. (“Company”) As a Prospective Company resulting from
the Business Merger, the following is attached the LK proforma after the merger with PT
Meadow Indonesia:
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For this we explain:
a. Management analysis for the negative additional paid-in capital account.
Explanation:
The merger happened in 2011.
The Additional Paid-in Capital account mainly consists of the difference in the value of
restructuring transactions of entities under common control amounting to Rp 3.77
trillion.
On September 30 2011, PT Meadow Indonesia and the Company completed the
process of merging their businesses with the Company as the surviving entity and PT
Meadow Indonesia was dissolved by law. Prior to the business merger transaction, PT
Meadow Indonesia owned 98.15% of the Company's issued capital. Because both
entities were entities under common control at that date, the financial results of PT
Meadow Indonesia and the Company were combined using the book value of assets
and liabilities transferred during the business combination. Transactions between
entities under common control are recorded at book value such as business
combinations based on the pooling of interests method in accordance with PSAK 38
"Accounting for restructuring of entities under common control".
The difference between the transfer price paid when PT Meadow Indonesia acquired
the Company and the book value of PT Meadow Indonesia at the time of acquisition
as a result of restructuring transactions from entities under common control amounting
to Rp 3.77 trillion was recorded as "additional paid-in capital".
b. The Company's consideration is related to the merger plan with PT Meadow Indonesia
considering that based on the proforma submitted in 2011, it was indicated that
negative equity would be recorded.
Explanation:
The Company is one of the largest retail companies in Indonesia with a network of 95
outlets spread throughout Indonesia (as of March 31 2011), these outlets offer a variety
of product choices to consumers in Indonesia. In April 2010, PT MI acquired 98% of the
total shares issued by the Company and continued with the purchase of 0.15% of the
Company's shares in May 2010 through a mandatory tender offer in accordance with
applicable Bapepam-LK regulations. Along with the implementation of the acquisition,
ownership of the Matahari Brand and Private Label Brand was transferred by the old
owner to PT MI, which then licensed it to the Company to use the brand, trademark
and logo as well as other intellectual property rights related to the brand for marketing
purposes and distribution of products and daily business activities of the Company, with
royalty fees that have been agreed by the parties.
The Merger Participants have reviewed and carried out a feasibility study on the
Merger, and intend to realize commercial benefits and synergies in main business
activities which will strategically benefit the Company, especially from the perspective
of brand ownership, namely the Matahari Brand and the Private Label Brand after the
Merger is implemented.
The transfer of ownership of trademarks, brands and logos from PT MI to the Company
will eliminate the potential risk that PT MI could terminate the licensing agreement for
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these brands, so that the Company has the flexibility to develop and use trademarks,
brands and logos on an ongoing basis. This will enable the Company to operate more
efficiently, giving management the freedom to use the trademarks, brands and logos
as best as they need without worrying about the end of the license which could
materially disrupt the continuity of the Company's business. Furthermore, on the one
hand, the Merger will eliminate the flow of royalty payments that must be paid
continuously based on the New Brand License Agreement, and on the other hand will
eliminate inter-company loans. The benefit of eliminating royalty payments is that the
Company can be more efficient and focus on its business activities after the Merger
because there are no financial obligations to PT MI, so the royalty payment funds can
be used by the Company to finance other areas of its operational activities.
Another background to the Merger is considering the Company's status as a public
company which has access to obtain funds from the capital market, for example,
through a limited public offering with pre-emptive rights, bond offerings and others,
which PT MI cannot currently do.
For information, the Company has never recorded negative equity in previous years
since 2016. Negative equity only occurred in the second quarter of 2023. We have
explained the explanation of why this could happen in a letter from the Exchange with
letter number S-06816/BEI.PP2/08-2023. The following is an excerpt from our responses:
“The Company hopes to achieve a more efficient capital structure. The company
managed to record a Net Profit in 2022 of Rp 1.4 trillion. Therefore, the Company is
optimizing dividend distribution in 2023, based on this figure.
The company hopes to record positive Equity even after distributing dividends. Eid, as
shown by historical data and key indicators shown at the start of 2023, should
contribute to a positive Equity position. However, as stated in the Clarification
Statement, the lack of performance for the Eid 2023 period resulted in the Equity
position becoming negative.
The Company has prepared a number of projections with several possible outcomes.
As a form of caution, the Company also sets aside the amount of reserves as regulated
in Article 70 UUPT No. 40 of 2007.
"Based on Q1 2023 performance and early Eid trading, the Company hopes to have
positive Equity at the end of Q2 2023. However, the lack of performance in the last 2
weeks of Eid 2023 resulted in negative Equity."
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c. Management considerations to follow up on the additional paid-in capital balance, if
any.
Explanation:
The balance of additional paid-in capital arising from business mergers (share disagio)
is not related to the Company's business performance.
d. Is there a corporate action plan that will be implemented by the Company to record
a positive equity balance? To explain.
Explanation:
The negative Equity Position emerged as a result of weaker Lebaran sales performance
along with a larger cost structure to support growth.
In connection with weakening sales performance, the Company intends to strengthen
its own sales performance while maintaining cost discipline. Strategies and efforts to
strengthen financial performance include:
Improved merchandising with exclusive brand development and expansion
New exclusive brand introduction
Store expansion
Invest in outlets to enhance the shopping experience
Expansion of sales channels beyond physical outlets through e-commerce and
marketplaces
Furthermore, the Company will not buy back shares until Equity becomes positive.
10. The Company's revenue increased by 2% as of June 30 2023 or to Rp 3.9 trillion. The
Company's income consists of retail sales, consignment sales and service income. For this
matter please explain:
a. Company revenue target for 2023.
Explanation:
We do not provide forward revenue guidance due to uncertainty. We believe target
revenue in 2023 will be higher than 2022.
b. Things that have been done by the Company to achieve this revenue target.
Explanation:
The strategies and efforts to achieve the income target include:
Improved merchandising with exclusive brand development and expansion
New exclusive brand introduction
Store expansion
Invest in outlets to enhance the shopping experience
Expansion of sales channels beyond physical outlets through e-commerce and
marketplaces
c. Nature and details regarding service income.
Explanation:
Service income is transportation service income from the distribution of merchandise
from consignment suppliers to all stores owned by the Company throughout Indonesia.
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d. To explain the types of income that have the greatest and smallest profitability.
Explanation:
Revenue from retail sales (Direct Purchase including Private Label) provides a greater
margin when compared to consignment sales. However, consignment sales produce
higher sales productivity per square meter than retail sales.
e. The Company's efforts to overcome income with small profitability.
Explanation:
We evaluate the performance of each supplier to ensure sales productivity targets are
as expected. We reduce or rationalize brands for low profitability/productivity
merchandise. Regular communication and discussions are carried out by the
Merchandising team with suppliers to make improvements and strategic plans that will
be implemented in Matahari stores.
11. In the consolidated statement of profit or loss and other comprehensive income as of 30
June 2023, the Company posted a profit for the year of Rp 683.9 billion and this profit has
decreased by 25.53% compared to 30 June 2022 which posted a profit for the year of Rp
918, 4 billion. For this matter please explain:
a. The Company's management analysis relates to the causes of the decline in profits.
Explanation:
The decrease in profit was mainly caused by an increase in operating expenses,
especially rental expenses, employee salaries and benefits, operational services,
marketing and utilities.
All operational expenses in the first semester of 2023 have increased compared to the
same period in 2022, starting from rental costs, salary costs, utilities, operational services
and other costs. This is due to the addition of 15 new stores opening in the second
semester of 2022 until 30 June 2023.
With the continued decline in Covid-19 cases and the improving economy, in 2023 the
Developer begin to significantly reduce rental subsidy assistance to the Company. This
causes rental costs to increase in 2023.
Salary expenses increased, apart from the addition of 15 new stores, also due to an
increase in the minimum wage in 2023 of 6.9%.
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b. Concrete steps that have been and will be taken by the Company to improve
performance and record a consistent increase in net profit.
Explanation:
The company is actively increasing sales in each store with intensive promotions and
marketing and opening new stores during 2023 as well as strengthening its omni-
channel business through market places and Matahari.com. The Company is also
tightening costs (cost efficiency) to improve profitability.
12. The Company posted a fluctuating cash flow report where as of 31 December 2022, 31
March 2023 and 30 June 2023 the Company posted net cash flows of negative Rp 307.1
billion, Rp 15 billion and negative Rp 31.8 billion, respectively. For this matter please explain:
a. Cash management policy to meet the Company's minimum daily expense
requirements.
Explanation:
We follow below guidance for cash management.
Cash generated from operating activities is prioritized for investment in growth (such as
new stores, refurbishment of existing stores, technology, development of new brands,
etc.).
Surplus cash after capital expenditures invesment is utilized towards maximizing
shareholders value (dividend payment and share buyback).
b. Efforts carried out by the Company to meet the minimum cash flow that has been
determined.
Explanation:
In general, our optimal cash balance is Rp 100 billion.
Please note that we also have a bank overdraft facility of Rp 50 billion which generally
remained unutilized. And we also have a bank facility of Rp 1.7 trillion. As we are in
retail business, our inventory converts to cash on a daily basis.
13. In the period 30 June 2023, the Company recorded operating cash flow of Rp 730.9 billion
or a decrease of 46% compared to the period 30 June 2022 where the Company recorded
operating cash flow of Rp 1.4 trillion. For this matter please explain:
a. The background to the decline in the Company's operating cash flow, especially the
increase in payments to suppliers.
Explanation:
The decrease in operating cash flow of Rp 621 billion was mainly due to:
Purchases of merchandise for Eid in 2022 which have a Term of Payment of 90
(ninety) days have not been paid as of June 30 2022. Meanwhile, payable for
purchasing merchandise for Eid in 2023 have mostly been paid to suppliers. As
shown in the balance of purchases accounts payable (Notes FS no. 9) experienced
a significant decrease of Rp 356 billion.
There is an accelerated payment to consignment suppliers for sales in December
2022, where the payment due date should be 15 January 2023, but it will be paid
at the end of December 2022 amounting to Rp 379 billion. We do this as a form of
support and appreciation to suppliers who have contributed and collaborated
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with the Company during the Covid-19 pandemic. We only provide this
accelerated payment for 2021 and 2022.
b. The Company's strategy is to generate positive cash flow from operating activities in
the future.
Explanation:
The Company's operating cash flow is always positive seen from 1 (one) full cycle (Jan-
Dec). Meanwhile, if you look at it on a quarterly basis, operating cash flow in the off-
peak period maybe negative. Historically as well, the Company has experienced
negative cash flow on quarter but ended with full year positive cash flow. This is very
normal in the retail business which really depends on the season such as Eid, Christmas,
Chinese New Year, school holidays, and others).
B. Others
14. Does the Company have any legal cases (including related to taxation, summons, lawsuit,
PKPU or bankruptcy) from third parties, creditors or suppliers of the Company? If there is,
please provide the case number, subject matter, and progress of the legal case.
Explanation:
The Company does not have any legal cases (including related to taxation, summons,
lawsuit, PKPU or bankruptcy) from third parties, creditors or suppliers of the Company.
15. Information/facts/other important events that are material and could affect the price of
the Company's securities and the survival of the Company that have not been disclosed
to the public.
Explanation:
There is no any information/facts/other important events that are material and could
affect the price of the Company's securities and the continuation of the Company that
have not been disclosed to the public.
Thank you for your attention and cooperation.
Yours faithfully,
PT Matahari Department Store Tbk
Susanto
Pjs. Corporate Secretary
Copy to:
- Head of Listing 2 – IDX
- Chief Executive Officer of Capital Market Supervisory-Financial Services Authority ("OJK")
- Deputy Commissioner of Capital Market Supervisory II – OJK
- Director of Service Sector Company Assessment - OJK
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Menara Matahari 12th Floor T 62 21 547 5228
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Karawaci, Tangerang 15811, Indonesia www.matahari.com
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