BFIN Only 5.3% Tendered - What a Failed Buyout Says About the Real Price

A Buyout Priced Below the Market It Was Aimed At

Q4 2021's post closed on a genuine cliffhanger: two weeks after year-end, controlling shareholder Trinugraha Capital & Co SCA announced a voluntary tender offer for the rest of BFI's shares at Rp1,200 each, and BFI itself disclosed plans to sell a large chunk of its own treasury stock into that same offer. Q1 2022's filings answer both threads, and neither went the way the January announcement implied.

OJK declared the offer effective on 11 March 2022, the offer window ran from 15 March to 13 April, and settlement happened on 25 April 2022. The final tally: 852,876,278 shares - just 5.3% of BFI's total issued capital, and only about 9% of the 9,131,865,960 shares Trinugraha was prepared to buy - actually tendered. The reason isn't hard to find: BFI's stock closed March at Rp1,280, already 6.7% above the Rp1,200 offer price, and had traded above Rp1,200 for the entire offer window (see Stock Price below). A tender offer priced below where the market already sits gives a rational shareholder no reason to sell into it - which is exactly what the participation rate shows happened.

The second thread resolved even more plainly: BFI did not sell any of its own treasury shares into the tender offer, despite disclosing the plan to do so in January. Per the company's own Q1 2022 investor presentation, the treasury-share sale required OJK approval on terms - shareholder AGM/EGM sign-off, plus a share price set no lower than three separate benchmarks (the purchase price, the prior day's closing price, and the 90-day average closing price) - that simply didn't fit inside the tender offer's own schedule and target pricing. The plan floated alongside the tender offer announcement quietly died on a procedural technicality, not a change of intent.

None of this touched the number that actually matters for a lender's health. The disclosed cure rate on BFI's Covid-19-restructured loan book fell for a fourth consecutive quarter, to 80.7% as of 31 March 2022, from Q4's 83.0%, Q3's 86.8%, Q2's 89.2%, and Q1 2021's 92%. The second-restructuring share climbed again too, to 18.0% of the restructured pool, its fifth straight quarterly increase (6.5% → 10.2% → 12.9% → 15.9% → 18.0%). But the pool itself, which Q4's post flagged as having stopped shrinking for two straight quarters, moved again this quarter - down to 6.9% of total receivables (roughly Rp1.1 trillion) from Q4's 10.2%. A shrinking restructured pool with a cure rate still falling and a second-restructuring share still climbing is a genuinely mixed signal: fewer accounts remain in relief overall, but a larger share of what's left is the hard core The Prescription below has been asking BFI to disclose more about since Q3 2021.

The Prescription

Publish what happens to a loan after its second restructuring - not just the growing share of the pool that's been pushed into one. This is the fourth straight post in this backlog making the same request: the second-restructuring share has now risen for five consecutive quarters while the disclosed cure rate has fallen for four, and BFI has never once broken out what that second-restructuring cohort's own resolution looks like - what share of it eventually cures, what share needs a third round, what share is written off. This quarter adds a wrinkle that makes the ask more urgent, not less: the overall restructured pool just shrank by nearly a third in absolute terms, which could mean genuine resolution (accounts curing or being charged off) or could simply mean accounts are being reclassified out of the "restructured" bucket entirely once their second restructuring period lapses, the same expiry-versus-repayment ambiguity the Q1 2021 post first flagged for the cure rate itself. Without cohort-level disclosure, a reader can't tell which explanation is true.

What it should stop doing: announcing capital-markets plans it can't actually execute on the stated timeline. BFI told the market in January that it intended to sell treasury shares into the Trinugraha tender offer - a specific, quantifiable plan tied to a specific transaction - and then quietly didn't do it, for a regulatory-timing reason that was knowable in advance (OJK's pricing and approval requirements aren't new rules). Announcing an intention this specific, only to have it collide with process requirements the company itself should have anticipated, isn't a disclosure failure so much as a planning one - and it's the second time in two quarters this backlog has had to note a plan disclosed with more confidence than its execution warranted.

Key Financial Metrics

Three months ended 31 March 2022 vs. three months ended 31 March 2021

FX: Rp14,351 = USD 1 (31 March 2022 month-end rate). Both periods below are converted at this same rate for comparability, following the convention used throughout this backlog - it is not a historical rate for the 2021 column.

Metric	Q1 2022 (IDR)	Q1 2022 (USD)	Q1 2021 (IDR)	YoY
Total Income ("Net Revenue" equivalent)	Rp1,173,006M	~$81.7M	Rp990,848M	✅ +18.4%
Profit Before Tax ("Operating Income" equivalent)	Rp490,267M	~$34.2M	Rp282,758M	✅ +73.4%
Net Income	Rp395,982M	~$27.6M	Rp229,535M	✅ +72.5%
Total Cash and Cash Equivalents	Rp627,355M	~$43.7M	Rp969,182M*	⚠️ -35.3%*

*Cash comparison is against 31 December 2021, not a twelve-month-earlier balance - this filing's comparative balance-sheet date is year-end, consistent with the convention used throughout this backlog.

Profit before tax remains the closest operating-income equivalent for this lender, as established throughout this backlog. The Q1 2022 investor presentation (dated April 2022) is the source for the management-commentary content below; the financial-statement analysis draws on the company's unaudited consolidated interim financial statements for the three months ended 31 March 2022, with comparative figures for 31 December 2021 and the three months ended 31 March 2021.

Total Income's +18.4% YoY growth and net income's +72.5% jump both continue the pattern this backlog has tracked all year: a recovering receivables base compounding with Cost of Credit that kept falling, from 3.12% to 1.12% of average receivables YoY. Operating cash flow's swing to -Rp704,420M from a year-earlier inflow is the quarter's most notable cash-flow move, and - as Q4's post established for the same dynamic - it's a function of growth, not distress: Rp4,751,562M was disbursed for new financing (against Rp4,756,059M collected), funding the highest quarterly booking in this backlog's history (see Key Operational Metrics below). No new dividend was declared this quarter; the FY2021 final dividend still awaits the 2022 AGM.

Balance sheet metric	31 Mar 2022 (IDR)	31 Mar 2022 (USD)	31 Dec 2021 (IDR)	Change
Total Assets	Rp16,354,658M	~$1,139.7M	Rp15,635,739M	✅ +4.6%
Financing Receivables (gross)	Rp19,481,254M	~$1,357.6M	Rp18,126,473M	✅ +7.5%
Total Liabilities	Rp8,530,312M	~$594.5M	Rp8,205,513M	⚠️ +4.0%
Fund Borrowings (net)	Rp5,680,842M	~$395.9M	Rp4,789,422M	⚠️ +18.6%
Securities Issued (bonds, net)	Rp1,988,803M	~$138.6M	Rp2,487,483M	✅ -20.0%
Total Equity	Rp7,824,346M	~$545.4M	Rp7,430,226M	✅ +5.3%

Debt-to-equity^», on the same gross basis used throughout this backlog, held essentially flat at ~0.98x, unchanged from Q4 2021's ~0.98x - fresh bank borrowings drawn to fund the quarter's record bookings were offset almost exactly by continued bond amortization (securities issued fell 20.0% as scheduled repayments ran through). The related-party working-capital facility from PT United Tractors Tbk - flagged since Q1 2020 - continued amortizing on its unchanged 27 December 2024 maturity, down to Rp371,787M from Rp393,322M three months earlier.

Key Operational Metrics

• New financing originations: Rp4,752 billion for Q1 2022, up 10.9% QoQ from Q4's Rp4,285 billion and up 61.8% YoY - the highest quarterly booking in this backlog's history, extending FY2021's sixth-consecutive-quarter recovery trend into a seventh.
• Managed receivables (including off-balance-sheet joint financing, per the deck): Rp15,605 billion, up 7.1% QoQ from Q4's Rp14,571 billion and up 14.3% YoY.
• Non-Performing Financing (NPF) (company's own disclosed figure^», calculated on total managed receivables including off-balance-sheet joint financing): 1.06% at Q1 2022, improved from 1.25% at Q4 2021 and 2.26% a year earlier - a fifth straight quarterly improvement, still well below the industry average per OJK data.
• Net Credit Loss (NCL) ratio (annualized; measures loans actually charged off or repossessed): 1.02% for Q1 2022, down from Q4's 2.10% and Q1 2021's 2.00% - management attributes the improvement to lower net write-offs and gains on repossession recorded in all three months of the quarter, not a single one-off month.
• Cost of Credit (COC): 1.12% for Q1 2022 (annualized), down sharply from 3.12% a year earlier, though up marginally from Q4's 1.18% (essentially flat QoQ).
• Loan loss reserve and coverage: loan loss reserve eased to 5.4% of receivables (company's own managed-receivables basis) from Q4's 5.8%; coverage of non-performing loans improved to 5.1x from Q4's 4.6x, extending the steady multi-quarter climb.
• Debt-to-Equity Ratio (DER)^»: ~0.98x on a gross basis (see Key Financial Metrics above); the company's own Net Gearing Ratio held at 0.9x, unchanged from Q4.
• Net Interest Spread: 13.20% for Q1 2022, up sharply from 11.12% a year earlier, though down slightly from Q4's 13.53%.
• Cost to Income: 45.38% for Q1 2022, an improvement from both Q1 2021's 49.45% and Q4's 51.79% - the strongest reading in this backlog in several quarters.
• Return on average assets (before tax): 12.38% for Q1 2022, up from 7.73% a year earlier and 10.81% QoQ.
• Return on average equity (after tax): 20.76% for Q1 2022, up from 13.82% a year earlier and 17.82% QoQ - closing in on the pre-pandemic run rates this backlog has tracked for several quarters.
• Earnings per share: Rp26 basic for Q1 2022, up from Rp15 a year earlier, on an unchanged 14,964,383,620 weighted-average shares outstanding net of treasury stock.

Update on Loan Restructuring

• Restructured balance: approximately Rp1.1 trillion as of 31 March 2022, equal to 6.9% of total receivables - a sharp drop from Q4 2021's 10.2%, which had itself been essentially unchanged for two straight quarters. This is the first real contraction in the pool since Q3 2021.
• Reserve coverage: Rp361 billion, or 33.3% of total restructured loans, has been allocated to cover potential losses on the remaining pool - a smaller absolute number than Q4's Rp411 billion but a materially higher coverage ratio (27.8% at Q4), consistent with a shrinking pool concentrated in its riskier remainder.
• Cure rate: 80.7% of restructured accounts had returned to normal payment status as of 31 March 2022, down from Q4's 83.0%, Q3's 86.8%, Q2's 89.2%, and Q1 2021's 92% - the fourth consecutive quarterly decline in this figure.
• Remaining restructured book breakdown: 1.3% of the pool remains under an active grace period (up from Q4's 1.1%) and 18.0% have been granted a second restructuring "with strict review" (up from Q4's 15.9%, Q3's 12.9%, Q2's 10.2%, and Q1's 6.5%) - the fifth straight quarterly increase in this share.
• Rescheduling program remains closed since August 2020 - every account still in restructuring is working through relief already granted in 2020, not new Covid-19 volume.

Cars and Motorcycles Both Accelerate - and Others Turns Positive for the First Time in a Year

The company reports Cars, Motorcycles, and Others on a quarterly basis, unchanged from every prior quarter in this backlog.

Cars - still the largest segment: Rp796,047M of income (67.9% of total, essentially flat with 68.7% a year earlier), with profit before tax up 79.4% YoY to Rp347,759M from Rp193,854M - margin (PBT/income) climbed to 43.7% from 28.5%, largely on the same Cost of Credit collapse discussed above.

Motorcycles - Rp231,339M of income (19.7% of total, up from 18.6%), with profit before tax up 66.5% YoY to Rp101,591M from Rp61,018M, margin improving to 43.9% from 33.1%.

Others (heavy equipment/machinery, property, and sharia financing) - Rp145,620M of income (12.4% of total, roughly flat with 12.7% a year earlier), with profit before tax up 46.7% YoY to Rp40,917M from Rp27,886M, and net profit up 46.0% to Rp33,048M from Rp22,637M. This is the segment's first year-over-year improvement since Q1 2021 - a real break from the reversal first flagged in Q2 2021 and still visible through FY2021's full-year decline. One quarter isn't enough to call the reversal over, but it's the first data point in a year suggesting Others isn't structurally broken.

Beyond the Usual

BFI's planned treasury-share sale into the tender offer never happened - blocked by an OJK pricing rule the timeline couldn't satisfy

Q4 2021's post flagged BFI's stated plan to sell a large part of its own treasury stock into Trinugraha's tender offer as worth tracking for what it implied about free-float and liquidity. That plan didn't happen. Per the Q1 2022 presentation, OJK's approval process for a treasury-share sale requires shareholder AGM/EGM sign-off plus a sale price that clears three separate benchmarks - the original purchase price, the prior day's closing price, and the 90-day average closing price - and those requirements couldn't be satisfied inside the tender offer's own schedule and target pricing. A specific capital-allocation plan, announced alongside a controlling shareholder's own buyout bid, was abandoned for a procedural reason that was knowable at the time it was announced - worth watching for whether BFI revisits treasury-share monetization on a timeline that actually fits the regulatory requirements next time.

A foreign institutional holder that owned 5.58% of BFI at year-end disappeared from the substantial-shareholder list this quarter

The share capital note's substantial-shareholder table shows DB SPORE DCS A/C NTAsian Discovery Master Fund holding 835,000,000 shares (5.58%) as of 31 December 2021 - the only non-Trinugraha holder large enough to be named individually in that year-end disclosure. By 31 March 2022, that name is gone from the table entirely, folded into "Others (each below 5%)." The timing - a substantial foreign holder's stake falling below the 5% disclosure threshold in the exact quarter a tender offer opened and closed - is worth noting even though the filing doesn't say whether this holder tendered, sold on-market, or was simply diluted; BFI's own share count didn't change, so any reduction reflects an actual sale rather than dilution.

The Bank Jago relationship finally shows real activity, a full three quarters after both facilities were flagged as untouched

The Rp600 billion bilateral Term Loan BFI signed with PT Bank Jago Tbk in June 2021 - still undrawn a year later per Q4's post - remains at zero in this quarter's borrowings note. But the separate joint-financing agreement with Bank Jago now shows a real balance: Rp785M outstanding as of 31 March 2022, up from zero at year-end. More notably, the two parties expanded that joint-financing facility's ceiling from Rp150 billion to Rp300 billion on 25 March 2022 - a doubling of the committed facility size before it had meaningfully drawn on the original amount. It's a small absolute number relative to BFI's book, but it's the first sign of actual usage in a relationship this backlog has tracked as dormant for three consecutive quarters.

The company posted its highest-ever quarterly booking figure while borrowing costs kept falling

Rp4,752 billion in new financing originations is the largest single quarter in this backlog's history, yet the interest rate the company pays kept improving alongside it - net interest spread widened to 13.20% from 11.12% a year earlier, and cost-to-income fell to 45.38%, the best reading in several quarters. Growth and unit economics moved the same direction simultaneously this quarter, rather than trading off against each other.

Management's Reading of Its Own Quarter

The April 2022 presentation leads with "1Q:22 records highest quarterly booking in history," framing the quarter almost entirely around growth (bookings, receivables) and asset-quality improvement (NPF, NCL, COC all improving YoY and QoQ). The tender offer and treasury-share plan get their own dedicated slide, disclosed candidly - including the specific OJK requirements that blocked the treasury-share sale - rather than being buried in a footnote, a more forthcoming treatment than Q3 2021's post found for other disclosure gaps in this backlog. The restructuring update states 80.7% cure rate plainly on its own slide, but - continuing the pattern Q4's post flagged - nowhere in the deck's own commentary is the fourth straight quarterly decline framed as a trend, nor is the fifth straight rise in the second-restructuring share (18.0%) discussed as one either; both again sit inside a pie chart with no accompanying sentence. See The Prescription above.

Stock Price: A Buyout Offer the Market Had Already Priced Through

BFI Finance shares closed at Rp1,280 on 31 March 2022, up 8.9% from Q4's Rp1,175 and a new closing high for this backlog. The stock spent the entire tender-offer window (15 March - 13 April) trading above the Rp1,200 offer price - closing January at Rp1,305, February at Rp1,285, and March at Rp1,280 - which is the direct explanation for the tender's 5.3% participation rate discussed above: a shareholder tendering at Rp1,200 while the market offered more was giving money away. Over the two-year window (April 2020 through March 2022), the stock ranged from Rp1,305 (January 2022) to the pandemic-crash-adjacent low of Rp282 (June 2020), a 362.8% peak-to-trough swing - continuing this backlog's pattern of a stock that's recovered and then some, well past the >30-40% threshold applied throughout.

Target Valuation Range

Market cap ~Rp19,154,411M (~$1,334.6M) at ~14.8x TTM P/E and ~2.45x P/B - BFI is priced richer again than three months ago - the third straight quarter of P/B expansion - right as the disclosed tender offer itself put a real market test on the stock's value and the market answered by trading straight through it without blinking.

Using 14,964,383,620 weighted-average shares outstanding net of treasury stock (unchanged since December 2019) and the Rp1,280 closing price:

Market cap buildup	Q1 2022
Share price (period-end)	Rp1,280
Shares outstanding	14,964,383,620
Market capitalization	Rp19,154,411M (~$1,334.6M)
Book value (total equity)	Rp7,824,346M

Peer-multiple sanity check	Q4 2021	Q1 2022	Change
P/E (TTM)	~15.5x	~14.8x	down - trailing earnings grew faster than the share price
P/B	~2.37x	~2.45x	up - both the price gain and equity's 5.3% growth pushed it higher

Market cap is up 8.9% from Q4's ~Rp17,583,151M. TTM P/E uses TTM net income of Rp1,297,785M (FY2021's Rp1,131,338M, less Q1 2021's Rp229,535M, plus Q1 2022's Rp395,982M). On an earnings basis, BFI got modestly cheaper even while its book-value multiple kept climbing - a divergence more useful than either number alone: P/B's continued expansion (now a third straight quarter) reflects a market willing to pay up for BFI's return on equity (20.76% for the quarter, its best reading in this backlog's post-pandemic history), while the earnings multiple says that return is being generated efficiently enough that profit is keeping pace with the re-rating. The tender offer itself is now a settled data point rather than an open question: the market priced the stock above the Rp1,200 offer throughout the entire window and never treated it as a floor worth selling into, which is a cleaner verdict on BFI's standalone value than the offer price itself ever was.

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