Informasi Keuangan Pro Forma Tidak Diaudit 31 Desember 2021 Dan 30 November 2022
Informasi Keuangan Pro Forma Tidak Diaudit 31 Desember 2021 Dan 30 November 2022
Informasi Keuangan Pro Forma Tidak Diaudit 31 Desember 2021 Dan 30 November 2022
The following tables present the unaudited pro forma condensed combined statements of profit or loss for the PT Merdeka Battery
Materials (the "Company" or "Issuer"), PT Merdeka Industri Mineral ("MIN"), PT Bukit Smelter Indonesia ("BSI"), PT Cahaya
Smelter Indonesia ("CSI") and PT Zhao Hui Nickel ("ZHN") (the “Relevant Entities”) based on the standalone financial
statements of the Issuer, adjusted to give pro forma effect to the Significant Acquisitions, as if they occurred as of January 1,
2021, for the purpose of the unaudited pro forma condensed combined statements of profit or loss of the Relevant Entities for the
year ended December 31, 2021 and the eleven-month period ended November 30, 2022. The unaudited pro forma condensed
combined financial information does not reflect the impact of the Offering,
This unaudited pro forma condensed combined financial information should be read in conjunction with the MBM Audited
Consolidated Financial Statements, MIN Audited Consolidated Financial Statements, BSI Audited Standalone Financial
Statements, CSI Audited Standalone Financial Statements and ZHN Audited Standalone Financial Statements and the notes
thereto as attached in the relevant Registration Document and/or Prospectus and/or Offering Circular. The unaudited pro forma
condensed combined statement of profit or loss of the Relevant Entities for the year ended December 31, 2021 and the eleven-
month period ended November 30, 2022 was derived from the audited standalone financial statements of the Issuer, the MIN
Consolidated Financial Statements, the BSI Standalone Financial Statements, the CSI Standalone Financial Statements and the
ZHN Standalone Financial Statements, each prepared in compliance with IFAS.
The unaudited pro forma condensed combined statements of profit or loss have not been prepared in accordance with the
requirements of Article 11 of Regulation S-X under the U.S. Exchange Act.
The pro forma adjustments are based upon available information and certain assumptions that MBM believes are reasonable
under the circumstances. The unaudited pro forma condensed combined financial information does not purport to represent what
the results of operations and financial position of the Relevant Entities would actually have been had the Significant Acquisitions,
in fact occurred as of January 1, 2021, and they do not purport to project the results of operations of the Relevant Entities for any
future period or date.
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss
Profit or loss of
BSI and CSI
Profit or loss of from Other pro forma Profit or loss of
MIN from January 1, 2022 adjustments of ZHN from Pro forma
January 1, 2022 to acquisition MIN, BSI and Pro forma January 1, 2022 combined –
to acquisition Pro forma date CSI acquisitions combined – to acquisition Issuer, MIN,
date combined - (Note 5.a.2 and (Notes 5.b, 5.c Issuer, MIN, BSI date BSI, CSI and
Historical Issuer (Note 5.a.1) Issuer and MIN 5.a.3) and 5.d) and CSI (Note 5.a.4) ZHN
Revenue ................................................... 394,132,171 - 394,132,171 198,277,615 - 592,409,786 - 592,409,786
Cost of revenue ....................................... (352,031,584) - (352,031,584) (143,787,450) - (495,819,034) - (495,819,034)
Gross profit ............................................. 42,100,587 - 42,100,587 54,490,165 - 96,590,752 - 96,590,752
Operating expenses:
Selling and marketing expenses ............... (114,153) - (114,153) (38,294) - (152,447) - (152,447)
General and administrative expenses ....... (12,992,752) (931,959) (13,924,711) (177,652) - (14,102,363) (24,952) (14,127,315)
Operating profit/(loss) ............................. 28,993,682 (931,959) 28,061,723 54,274,219 - 82,335,942 (24,952) 82,310,990
Finance income ........................................ 181,376 5,078 186,454 22,424 - 208,878 3,051 211,929
Finance costs............................................ 15,554,075 (244,482) (15,798,557) (6,907,204) - (22,705,761) - (22,705,761)
Share in net profit/(loss) of associates ..... 853,698 15,908,815 16,762,513 - (16,766,191) (3,678) - (3,678)
Other income/(expenses) - net ................. 22,192,777 (130,706) 22,062,071 (3,552,491) (19,328,989) (819,409) 42,428 (776,981)
Profit/(loss) before income tax................. 36,667,458 14,606,746 51,274,204 43,836,948 (36,095,180) 59,015,972 20,527 59,036,499
Income tax expense.................................. 105,285 - 105,285 - - 105,285 - 105,285
Profit/(loss) for the period ..................... 36,772,743 14,606,746 51,379,489 43,836,948 (36,095,180) 59,121,257 20,527 59,141,784
Profit for the period/year attributable
to:
Owners of the parent entity ...................... 22,967,153 23,869,395
Non-controlling interests ......................... 13,805,590 35,272,389
Total ........................................................ 36,772,743 59,141,784
The following unaudited pro forma condensed combined statement of profit or loss gives effect to the acquisition of the following
entities by PT Merdeka Battery Materials Tbk (the “Company” or “Issuer”):
1. PT Merdeka Industri Mineral (formerly PT J&P Indonesia) and subsidiaries (“MIN”);
2. PT Bukit Smelter Indonesia (“BSI”);
3. PT Cahaya Smelter Indonesia (“CSI”); and
4. PT Zhao Hui Nickel (“ZHN”). Collectively, they are referred to as “Acquired Entities”.
The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2021 gives pro forma
effect to the acquisition of Acquired Entities by the Company as if the transactions were consummated on January 1, 2021. The
information included in the unaudited pro forma condensed combined statement of profit or loss for the year ended December 31,
2021 includes the condensed consolidated statements of profit or loss of the Company and MIN for the year ended December 31,
2021, which were derived from their respective audited consolidated statements of profit or loss for the year ended December 31,
2021. The information included in the unaudited pro forma condensed combined statement of profit or loss for the year ended
December 31, 2021 includes the condensed statements of profit or loss of BSI, CSI and ZHN for the year ended December 31, 2021,
which were derived from their respective audited statements of profit or loss for the year ended December 31, 2021.
The unaudited pro forma condensed combined statement of profit or loss for the eleven-month period ended November 30, 2022
gives pro forma effect to the acquisition of Acquired Entities by the Company as if the transactions were consummated on January
1, 2021. The information included in the unaudited pro forma condensed combined statement of profit or loss for the eleven-month
period ended November 30, 2022 includes the consolidated statements of profit or loss of the Company for the eleven-month period
ended November 30, 2022, which were derived from the unaudited consolidated statements of profit or loss for the eleven-month
period ended November 30, 2022.
The business combinations were accounted for under the acquisition method of accounting in accordance with Statement of
Financial Accounting Standards (“SFAS”) 22, Business Combinations. The Issuer has therefore estimated the fair values of the
Acquired Entities’ assets acquired and liabilities assumed.
Note 2: MIN acquisition
Based on Conditional Shares Sale and Purchase Agreement between PT Jcorp Cahaya Semesta (“JCS”) (the seller), PT Sumber
Anugerah Internasional (“SAI”) (the seller), Teguh Boentoro (the seller), PT Prima Cahaya Bersama (the buyer), PT Merdeka
Energi Industri (formerly PT JCorps Industri Mineral) (“MED”) and MIN dated December 28, 2021 which has been amended and
novated with Amendment and Novation Agreement between the parties and the Company (the buyer) dated March 17, 2022, the
Company acquired: i) 95.30% interests in MIN, which at that time owned 28.40% interests in BSI and 49% interests in CSI; and ii)
100% interests in MED with total transaction value totalling to Rp.9,562,787.9 million (equivalent to US$667.9 million). The
transaction price is partially paid through cash amounting to Rp.8,880,378.2 million (equivalent to US$620.2 million) and the
remaining of Rp.682,409.8 million (equivalent to US$47.6 million) is retention amount, less 50% of the amounts of all non-disputed
claims under the indemnity as at March 24, 2023 is due to JCS and SAI on May 31, 2023. Based on Notarial Deeds No. 61 and 62
of Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, dated March 24, 2022, the acquisitions have been accepted by Minister
of Law and Human Rights of the Republic of Indonesia in Notification Receipt of Amendment of Company Data No. AHU-
AH.01.03-0200140 and No. AHU-AH.01.03-0200160, both dated March 24, 2022. Thus, the Company effectively controlled MIN
and MED and consolidated MIN and MED in the Company’s consolidated financial statements since that date.
Based on Shares Sales and Purchase Agreements dated June 29, 2022 between the Company with MEN and the Company with PT
Integra Prime Energy, former shareholder of MIN, the Company further purchased 67,431,664 shares of MIN, representing 4.70%
interest in MIN, with total transaction price of Rp.499,227.8 million (equivalent to US$33.6 million). These sales and purchase
agreements have been notarised by Notarial Deeds No. 92 and 93 of Darmawan Tjoa, S.H., S.E., Notary in Jakarta, dated June 30,
2022. The Statement of Circular Decision of Shareholders in lieu of the Extraordinary General Meeting of Shareholders has been
notarised by Notarial Deed No. 91 of Darmawan Tjoa, S.H., S.E., Notary in Jakarta, dated June 29, 2022, which has been notified
to and accepted by Minister of Law and Human Rights of the Republic of Indonesia in Notification Receipt of Amendment of
Company Data No. AHU-AH.01.09-0027657 dated June 30, 2022. Thus, the Company effectively owned 100% interest in MIN.
MED is not considered as a significant subsidiary and therefore the Group does not present the pro forma statement of profit or
loss for MED as if the acquisition of MED was consummated on January 1, 2021. The statement of profit or loss of MED from the
date of acquisition until November 30, 2022 has been included in the condensed consolidated statement of profit or loss of the
Company for the eleven-month period ended November 30, 2022.
NOTES TO PT MERDEKA BATTERY MATERIALS UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF PROFIT OR LOSS
5.a.2 BSI
Profit or loss from Profit or loss of BSI
September 30, 2022 acquisition date of BSI from January 1, 2022
Line item Historical BSI to September 30, 2022 to acquisition date
5.a.3 CSI
Profit or loss from Profit or loss of CSI
September 30, 2022 acquisition date of CSI from January 1, 2022
Line item Historical CSI to September 30, 2022 to acquisition date
5.a.4 ZHN
Profit or loss from
acquisition date of Profit or loss of ZHN
September 30, 2022 ZHN to September 30, from January 1, 2022
Line item Historical ZHN 2022 to acquisition date
Operating expenses:
General and administrative expenses (1,009,597) 984,645 (24,952)
Operating loss (1,009,597) 984,645 (24,952)
Finance income 6,281 (3,230) 3,051
NOTES TO PT MERDEKA BATTERY MATERIALS UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF PROFIT OR LOSS
The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2021 will be
equivalent to the unaudited combined statement of profit or loss of the stand-alone profit or loss of the Company for the
year ended December 31, 2021, the condensed consolidated statements of profit or loss of MIN for the year ended
December 31, 2021 and the condensed statement of profit or loss for BSI, CSI and ZHN for the year ended December 31,
2021.
5.b Adjustment to eliminate the share of net profit recognized by MIN from its investments in BSI and CSI before MIN obtains
control and consolidates BSI and CSI in MIN consolidated financial statements. For the year ended December 31, 2021,
MIN recognised share in net profit of BSI and CSI totalling to US$73.9 million. For the eleven-month period ended
November 30, 2022, MIN recognised share in net profit of BSI, CSI and other associates (which controlled by MED, the
Company’s subsidiary) totalling US$16.8 million.
5.c Adjustment to eliminate gain on the remeasurement of fair value of MIN’s previously held investments in BSI and CSI in
the eleven-month period ended November 30, 2022 and recognise the gain on this fair value change in 2021 as if the
acquisition transactions were consummated on January 1, 2021. MIN initially accounted for its investments in BSI and CSI
using the equity accounting method. In April 2022, MIN increased its ownership in BSI and CSI by means of acquiring
new shares and credited US$19.0 million that resulted from the remeasurement of MIN’s previously held investments in
BSI and CSI and presented as part of “Other income/(expenses) – net”.
5.d Adjustment to eliminate the gain on acquisition of BSI and CSI in the eleven-month period ended November 30, 2022 and
recognise this gain on acquisition in 2021 as if the acquisition transactions were consummated on January 1, 2021. The
Group has recognised a gain on acquisition of BSI and CSI amounting to US$0.4 million and presented as part of “Other
income/(expenses) – net”.
Note 6: Earnings/(loss) per share
The unaudited pro forma adjustments included in the unaudited pro forma condensed combined statement of profit or loss are
affecting the calculation of earnings per share with the following calculations:
November 30, 2022 December 31, 2021
The following table is the summary of our historical and pro forma profit/(loss) for the period/year, historical and pro forma
EBITDA and historical and pro forma Adjusted EBITDA for the year ended December 31, 2021 and for the eleven-month period
ended November 30, 2022:
(1) EBITDA is calculated as profit/(loss) for the period/year minus income tax benefit, finance income, plus income tax expense, finance costs and depreciation
expense for the periods/years presented. Adjusted EBITDA is calculated as EBITDA adjusted for certain non-cash items such as gain on fair value changes
on equity interest and gain on acquisition of subsidiaries. The adjustments from EBITDA to Adjusted EBITDA take account of the impact of such certain
non-cash items that we do not consider in our evaluation of ongoing operating performance.
The following table is a reconciliation between our historical and pro forma profit/(loss) for the period/year to our historical and
pro forma EBITDA and historical and pro forma Adjusted EBITDA for the year ended December 31, 2021 and for the eleven-
month period ended November 30, 2022:
(1) EBITDA is calculated as profit/(loss) for the period/year minus income tax benefit, finance income, plus income tax expense, finance costs and depreciation
expense for the periods/years presented. Adjusted EBITDA is calculated as EBITDA adjusted for certain non-cash items such as gain on fair value changes on
equity interest and gain on acquisition of subsidiaries. The adjustments from EBITDA to Adjusted EBITDA take into account the impact of such certain non-
cash and items that we do not consider in our evaluation of ongoing operating performance. Because there are various EBITDA calculation methods, our
presentation of EBITDA and/or Adjusted EBITDA may not be comparable to similarly titled measures by other companies.