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Meeting Konsultan Pajak
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Meeting Konsultan Pajak

Discussion on IPO and Company Restructuring

Introduction to the Meeting

  • The meeting begins with a request for input regarding potential restructuring in preparation for an IPO, indicating that all participants are present.

Key Points from Previous Meetings

  • Acknowledgment of previous discussions held at Selamaris office, emphasizing continuity in dialogue about attracting partners for growth.

Considerations for IPO

  • Discussion centers around identifying the appropriate legal entity to advance towards an IPO, highlighting limitations with existing structures like foundations.

Strategic Partnering and Company Structure

  • Emphasis on leveraging PT Selamaris as a vehicle for attracting strategic partners or pursuing an IPO, focusing on making it appealing to investors.

Financial Assessment and Valuation

  • Importance of assessing net assets (total assets minus liabilities) as a basis for pricing shares offered to potential investors is discussed.

Structuring Shareholder Relationships

Shareholder Dynamics

  • Clarification of shareholder relationships between PT Dela Maris and Yayasan Kasih Abadi, establishing foundational governance structures necessary for future offers.

Future Company Developments

  • Plans to create new companies (e.g., PT A, PT B, etc.) to support various services related to PTS Telam Maris while maintaining majority ownership within the main company structure.

Enhancing Revenue Streams

Revenue Generation Strategies

  • Discussion on increasing revenue through profit-sharing models with Yayasan Kasih Abadi, aiming to enhance financial performance metrics.

Tax Considerations

  • Proposal of revenue sharing as a method to avoid tax disputes related to VAT by framing income correctly within legal definitions.

Asset Valuation and Debt Management

Asset Revaluation Strategy

  • Need for asset re-evaluation is highlighted; current historical costs must be updated to reflect market conditions accurately without incurring additional taxes.

Debt Conversion Plan

  • Strategy proposed involves converting significant debts into equity capital while limiting dilution effects on existing shareholders' stakes.

Final Thoughts on Business Acquisition

Business vs. Asset Purchase

  • Clarification that the focus is on acquiring business operations rather than just physical assets; this distinction will affect balance sheet representations post-acquisition.

Understanding Share Valuation and Business Evaluation

Initial Thoughts on Share Value

  • The discussion begins with the notion that initial values play a crucial role in stock pricing, questioning why someone would buy 40% of shares valued at book value.

Business Evaluation Needs

  • Emphasis is placed on needing KJPP (an appraisal service) to support business evaluations, highlighting that NUSA Am's valuation should be based on business performance rather than just asset value.

Structure of PTCMIE Shares

  • The structure of share distribution within PTCMIE involves key individuals and organizations, raising questions about potential investors' interest in this model during an IPO.

Attracting Investors

  • Key factors for attracting investors include strong revenue figures and effective strategies to enhance appeal. Revenue sharing is identified as a significant factor in increasing investor interest.

Importance of Relationships in Investment

  • The relationship between stakeholders is critical; if only two people are involved without broader connections, it may deter potential buyers from investing.

Revenue Sharing and EBITDA Strategies

Revenue Generation Insights

  • Highlighted is the importance of Stella Maris PT's revenue generation capabilities, which can attract investors due to its direct connection with the foundation providing funds.

Enhancing EBITDA through Accounting Practices

  • A conversation with Michael Jusanti reveals strategies for increasing EBITDA by adjusting accounting practices before audits, such as reclassifying salaries as debts.

Limitations on Adjustments

  • Discussion clarifies that while some adjustments can be made to increase EBITDA, certain limitations exist regarding how Board of Directors' salaries can be treated in financial statements.

Tax Implications and Financial Strategy

Tax Effects from Salary Revisions

  • Concerns arise regarding tax implications from revising BOD salaries; it could lead to reduced gross tax but increased corporate taxes due to changes in salary classifications affecting taxable income.

Potential Issues with Overpayment

  • There are worries about overpayments leading to complications with tax authorities; specifically, concerns about whether prior overpayments will create issues moving forward.

This structured summary captures the essence of discussions around share valuation, business evaluation needs, investor attraction strategies, revenue sharing insights, EBITDA enhancement methods, and tax implications related to financial strategy. Each point links back to specific timestamps for easy reference.

Discussion on Risk Management and IPO Strategy

Understanding Financial Risks and Costs

  • The speaker discusses the financial risks associated with management decisions, particularly regarding costs that need to be paid, such as taxes.
  • Emphasizes the importance of understanding risks when selling assets and how these can impact future financial decisions.
  • Highlights potential changes in EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) and their implications for tax liabilities.

Strategic Considerations for Investors

  • Discusses the valuation of shares being sold by key stakeholders and how asset fundamentals influence investor interest.
  • Questions whether investors prefer quick exits or long-term commitments based on company fundamentals.

Cost-Benefit Analysis in Share Sales

  • Analyzes the cost versus benefit of increasing share prices against potential tax liabilities from sales.
  • Suggests a strategy where private equity firms buy at lower prices to grow companies before selling them at higher valuations.

Company Growth Prospects

  • The speaker mentions plans to open new franchises as part of demonstrating growth potential ahead of an IPO.
  • Indicates that strategic partnerships with larger players could enhance market presence and facilitate successful IPO processes.

Preparing for IPO: Financial Health Indicators

  • Stresses the necessity of showing growth in financial records leading up to an IPO, especially after a period of stagnation due to external factors like the pandemic.
  • Discusses anticipated costs related to taxes during the IPO process and emphasizes careful planning around these expenses.

Final Thoughts on Valuation Strategies

  • Concludes with reflections on achieving favorable deals through strong fundamentals while navigating complex financial landscapes.

Investment Strategies and IPO Insights

Understanding Asset Value and Market Perception

  • The speaker emphasizes the importance of having substantial assets, suggesting that previous owners must have been serious about their investments to maintain value.
  • A strategy is discussed where gradual increases in asset value are preferred over short-term spikes, highlighting the risks of market volatility and FOMO (Fear of Missing Out).

Capital Gains Management

  • The conversation shifts to strategies for managing capital gains during an IPO, including converting debt into equity to mitigate tax implications.
  • The potential for increasing capital gains gradually is explored, with a focus on strategic selling to optimize financial outcomes.

Share Structure and Investor Relations

  • Discussion on share types (Series A vs. Series B), indicating that new shares will be issued rather than existing ones being sold.
  • Clarification on ownership percentages post-conversion, specifically how 40% of shares will be allocated to YKA.

Debt Revaluation and Equity Considerations

  • The impact of revaluating assets on equity is examined, particularly how it affects shareholder distribution and perceived company value.
  • There’s a mention of current debts versus asset valuations, stressing the need for accurate assessments before moving forward with financial strategies.

Strategic Planning for IPO Success

  • The concept of agio (premium from share issuance above par value) is introduced as a way to manage equity without incurring immediate tax liabilities.
  • Concerns regarding reliance on individual stakeholders are raised; examples from consulting firms illustrate why certain business models struggle with IPO readiness.

Discussion on Asset Valuation and Business Strategy

Challenges in Individual Assessment

  • The discussion highlights the difficulty of assessing individuals when their physical presence does not align with their perceived value, suggesting a need for careful evaluation.

Importance of KJPP in Valuation

  • The role of KJPP (Kantor Jasa Penilai Publik) is emphasized as crucial for supporting asset and business valuation, indicating that it should be activated to provide necessary insights.

Backup Strategies Against Challenges

  • A strategy is proposed to prepare for potential challenges regarding asset valuation, emphasizing the importance of having a solid assessment from JPP to counter any disputes about value.

Components of Business Valuation

  • Discussion on how components will dilute into specific percentages, highlighting the need for strategic partnerships and understanding investor perspectives during discussions.

Pricing Strategy Based on Assets

  • The conversation outlines a pricing strategy based on net assets after deducting liabilities, stressing that initial selling prices should reflect total assets minus debts.

Valuation Multiples and EBITDA Considerations

Calculating Selling Price Multiples

  • It’s explained that if an asset has a strong EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), it can justify higher selling multiples compared to its net asset value.

Adjusting Asset Values for Better Multiples

  • Suggestions are made to increase total asset values before applying multiples; this could significantly enhance the base price used in negotiations or sales.

Focus on Increasing ACT

  • Emphasis is placed on increasing ACT (Asset Capitalization Technique), which would allow for better pricing strategies when negotiating sales or investments.

Future Planning and Revenue Streams

Overview of Current Revenue Streams

  • An overview is provided regarding current revenue sources including school enrollment fees, student stores, franchise management fees, and other educational services.

Scaling Up Strategies

  • Plans are discussed for scaling up operations through various avenues such as expanding existing schools and exploring new investment opportunities to reach financial targets.

Business Expansion Plans

  • Detailed plans outline intentions to establish additional school branches while maintaining quality across existing franchises. This includes consulting services aimed at enhancing operational efficiency.

Expansion Plans for Educational Institutions

Overview of the Expansion Strategy

  • The plan involves creating a full school model supported by five feeder schools, starting with the construction of smaller institutions before establishing a larger central facility.
  • Each feeder school is estimated to require an investment of approximately 5 billion, while the full school will need around 225 billion, indicating significant financial commitment.
  • The expansion aims to establish ten feeder schools and two large full schools across major cities in Indonesia, with an anticipated total investment of about 600 billion.

Financial Projections and Investment Breakdown

  • Initial investments are projected at 25 billion for five small schools and 225 billion for each full school, with expectations of generating EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) over a long-term horizon of 10 to 20 years.
  • By year ten, the expected valuation for small schools is around 62 billion and for large schools approximately 250 billion; overall funding needs are estimated at about 500 billion.

Future Developments and Cash Management

  • Plans include developing a management school alongside existing business ventures like SunnyVee. A cash reserve of around 25 million is earmarked for current operations.
  • The strategy includes setting aside funds from the planned acquisition of approximately 600 million to support various educational initiatives while maintaining liquidity.

Long-Term Valuation Expectations

  • By year ten post-expansion, projections suggest a total event value reaching up to 2.28 trillion after IPO injections into the business model.
  • Recent evaluations indicate that EBITDA figures as of June show promising growth potential across different educational entities involved in this expansion.

Legal Considerations Regarding Asset Ownership

Asset Transfer Options

  • Discussion on asset ownership reveals that properties currently held under foundation names may require legal restructuring to transfer effectively into corporate ownership structures.

Tax Implications on Asset Transfers

  • Legal advice suggests two primary options: selling assets which incurs high taxes or considering donation (hibah), though both methods have distinct tax implications based on ownership changes.

Understanding Tax Regulations

  • Clarification on taxation indicates that any change in asset rights—whether through sale or donation—triggers tax obligations due to rights transfer regulations rather than just sales transactions.

Donation vs. Inheritance Tax Benefits

  • While donations can incur lower taxes compared to sales (potentially halving certain fees), they must comply with specific legal definitions regarding familial relationships in order to qualify as legitimate gifts under law.

Final Thoughts on Legal Strategies

  • The discussion concludes with considerations about how best to navigate these legal frameworks while minimizing tax liabilities during asset transitions within educational institutions.

Discussion on Rights Transfer and Tax Implications

Overview of Rights Transfer

  • The conversation begins with options for rights transfer, emphasizing the importance of understanding the process involved in transferring rights, whether through direct sale or other means.
  • The speaker mentions tax implications related to the seller (PPH penjual) and buyer (PPHTB), highlighting a specific tax rate of 2.5% applicable to buyers.

Valuation and Multiplication Strategies

  • A question arises regarding how to determine the value for rights transfer, indicating that this valuation is foundational for future comparisons with potential prospects.
  • Discussion shifts towards initial entry strategies aimed at maximizing multiplication in sales, stressing the need for effective planning to achieve higher selling prices.

EBITDA vs. Equity Valuation

  • The speaker presents two valuation options: 16 times EBITDA or 5 times Net Equity Value, suggesting both can serve as references for decision-making.
  • Follow-up actions are proposed involving Deloitte's input on potential changes in accounting practices to optimize financial outcomes before an IPO.

IPO Planning and Market Considerations

Strategic Planning for IPO

  • Emphasis is placed on creating a clear roadmap leading up to an IPO, including timelines and expectations based on past experiences over two years.
  • The discussion includes considerations about capital generation from stock sales during the IPO process, aiming for a target valuation of 1 trillion.

Taxation Challenges Post-IPO

  • Clarification is provided regarding taxation rates associated with share sales post-IPO, noting initial rates of 0.5% followed by transaction fees of 0.1%.
  • Concerns are raised about investor reactions during market fluctuations and challenges posed by regulatory bodies regarding sudden increases in market value.

Legal Considerations During Transfers

  • Legal aspects surrounding share transfers are highlighted as critical; thorough documentation and compliance will be necessary to avoid complications.
  • The conversation concludes with reflections on previous lessons learned from similar situations, underscoring the importance of meticulous legal preparation when executing transfers.