From Plurality to Majority, One Quarter Later
Q1 2022's post closed with the tender offer looking like a non-event: only 5.3% of BFI's shares tendered into Trinugraha Capital & Co SCA's Rp1,200 offer, because the stock traded above that price for the entire window. What that post couldn't yet answer was where those 852,876,278 tendered shares actually ended up. The H1 2022 filings answer it plainly: they went to Trinugraha. Its disclosed stake rose from 45.68% of the company's issued (non-treasury) shares at 31 December 2021 to 51.38% at 30 June 2022 - an increase of exactly 852,876,278 shares, matching the tender's participation count share-for-share. A tender that looked like it failed at the market level was, mechanically, a control-consolidation success: it took Trinugraha from the largest shareholder to an outright majority owner.
The filings also explain the how. Per the significant-events note, the shares tendered were acquired not by Trinugraha directly but through a share subscription agreement between Jerry Ng (via Bravo Investment Limited) and Garibaldi Thohir with Trinugraha - with Jerry Ng subsequently submitted for and clearing OJK's fit-and-proper test on 1 July 2022. Jerry Ng and Garibaldi Thohir are now disclosed as BFI's de facto Ultimate Beneficial Owners. The timing lines up: on 29 June 2022, the company held its Annual General Meeting and an Extraordinary General Meeting together, reshuffling the Board of Commissioners, Board of Directors, and Sharia Supervisory Board in the same sitting, and reporting the results to OJK the next day. A quarter that started with a tender offer nobody wanted to sell into ended with a full change of control mechanism completed and a new board seated - a materially different governance picture than "5.3% tendered" on its own implied.
One loose thread from Q1 is still live, and arguably now easier to resolve: the same 29 June EGMS also approved a new treasury-share disposal mandate covering up to 927,732,000 shares - sold either on-exchange or off-exchange, to Trinugraha or to third parties - plus a further 75,000,000 shares earmarked for a Management and Employee Stock Ownership Program (MESOP). Together, that's 1,002,732,000 shares - the entirety of BFI's treasury stock. Q1's post flagged that BFI's earlier treasury-share plan died on an OJK pricing technicality that couldn't be satisfied inside the tender offer's own schedule. This new mandate isn't tied to a specific transaction or price window at all, which removes the exact constraint that killed the first attempt - see Beyond the Usual below.
The Prescription
Publish what happens to a loan after its second restructuring - or, this quarter, publish anything about the restructured book's internal composition at all. This is the fifth straight post in this backlog asking for cohort-level disclosure on BFI's restructured loans, and this quarter the ask gets harder to satisfy, not easier: the cure rate and second-restructuring share that BFI had disclosed every quarter since 2020 are both simply absent from the H1 2022 presentation and financial statements. The restructured pool itself keeps shrinking - now 4.5% of total managed receivables, down from Q1's 6.9% - but without the cure rate or second-restructuring breakdown, there's no way to tell whether that shrinkage is loans actually curing, loans being charged off, or loans aging out of restructured status on paper while remaining troubled underneath. The disclosure that would answer this didn't get harder to produce; it just stopped appearing.
What it should stop doing: treating governance-defining events - a change in controlling shareholder's ownership crossing 50%, two individuals becoming de facto UBOs, a full board reshuffle - as a routine item buried in a "significant events" footnote late in the notes, with no discussion in the investor presentation's own narrative at all (see Management's Reading of Its Own Quarter below). A shareholder base moving from plurality to majority control, concurrent with new ultimate beneficial owners being named, is exactly the kind of development a company should frame for the market itself rather than leave for a reader to reconstruct from share-registry arithmetic.
Key Financial Metrics
Six months ended 30 June 2022 vs. six months ended 30 June 2021
FX: Rp14,922 = USD 1 (30 June 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 | H1 2022 (IDR) | H1 2022 (USD) | H1 2021 (IDR) | YoY |
|---|---|---|---|---|
| Total Income ("Net Revenue" equivalent) | Rp2,454,935M | ~$164.5M | Rp1,959,693M | ✅ +25.3% |
| Profit Before Tax ("Operating Income" equivalent) | Rp1,028,342M | ~$68.9M | Rp618,248M | ✅ +66.3% |
| Net Income | Rp828,921M | ~$55.5M | Rp487,422M | ✅ +70.1% |
| Total Cash and Cash Equivalents | Rp1,114,180M | ~$74.7M | Rp969,182M* | ✅ +14.9%* |
*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 company's H1 2022 investor presentation (dated 28 July 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 six-month period ended 30 June 2022, with comparative figures for 31 December 2021 and the six-month period ended 30 June 2021.
Net income's +70.1% YoY jump continues the same pattern this backlog has tracked since the pandemic trough: a recovering receivables base compounding with Cost of Credit that kept falling, from 2.37% to 0.86% of average receivables YoY. Basic earnings per share reached Rp55 for H1 2022, up from Rp33 a year earlier, on the same unchanged 14,964,383,620 weighted-average shares net of treasury stock. A cash dividend of Rp17 per share from 2021 net profit was approved at the 29 June AGM - Rp7 of it already paid as an interim dividend in December 2021, with the remaining Rp10 (Rp149,644M) paid on 28 July 2022, just after quarter-end.
| Balance sheet metric | 30 Jun 2022 (IDR) | 30 Jun 2022 (USD) | 31 Dec 2021 (IDR) | Change |
|---|---|---|---|---|
| Total Assets | Rp18,140,570M | ~$1,215.7M | Rp15,635,739M | ✅ +16.0% |
| Financing Receivables (gross) | Rp21,026,717M | ~$1,409.1M | Rp18,126,473M | ✅ +16.0% |
| Total Liabilities | Rp10,029,026M | ~$672.1M | Rp8,205,513M | ⚠️ +22.2% |
| Fund Borrowings (net) | Rp7,181,573M | ~$481.3M | Rp4,789,422M | ⚠️ +49.9% |
| Securities Issued (bonds, net) | Rp1,790,029M | ~$120.0M | Rp2,487,483M | ✅ -28.0% |
| Total Equity | Rp8,111,544M | ~$543.5M | Rp7,430,226M | ✅ +9.2% |
Debt-to-equity», on the same gross basis used throughout this backlog, rose to ~1.11x from Q1 2022's ~0.98x - fresh bank borrowings drawn to fund a second straight record-booking quarter pushed fund borrowings up nearly 50% YoY, only partly offset by continued bond amortization. This is the first meaningful DER increase in several quarters, funding growth rather than signaling distress, but it's also a ratio BFI's own H1 2022 presentation stopped showing this quarter - see The Prescription above. 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 Rp375,900M from Rp393,322M three months earlier.
Key Operational Metrics
- New financing originations: Rp8,529 billion for H1 2022 (Rp4,425 billion in Q2 alone), up 7.8% QoQ from Q1's Rp4,104 billion and up 40.8% YoY from H1 2021's Rp6,058 billion - the highest half-year and highest single-quarter booking in this backlog's history, extending Q1's record into a second straight quarter.
- Managed receivables (including off-balance-sheet joint financing, per the deck): Rp16,796 billion, up 7.6% QoQ from Q1's Rp15,605 billion and up 23.2% YoY.
- Non-Performing Financing (NPF) (company's own disclosed figure», calculated on total managed receivables): 1.08% at Q2 2022, up slightly from 1.06% at Q1 2022 - the first quarterly increase in this backlog in over a year, though still sharply improved from 2.26% a year earlier. NPF coverage eased to 4.6x from Q1's 5.1x, still up from 3.1x YoY.
- Net Credit Loss (NCL) ratio (annualized): 0.53% for Q2 2022, down from Q1's 1.02% and from 3.50% a year earlier - management again attributes the improvement to lower net write-offs and gains on repossession.
- Cost of Credit (COC): 0.63% for Q2 2022 (annualized), down from Q1's 1.12% and sharply from 2.37% for H1 2021.
- Loan loss reserve: eased to 5.0% of receivables from Q1's 5.4% (5.01% vs 5.80% on the note-level financing-receivables basis, comparing 30 June 2022 to 31 December 2021).
- Net Interest Spread: 13.71% for Q2 2022, up from Q1's 13.20% and from 11.24% for H1 2021.
- Cost to Income: 46.37% for Q2 2022, a slight uptick from Q1's 45.38%, though still better than H1 2021's 49.32%.
- Return on average assets (before tax): 12.56% for Q2 2022, up from Q1's 12.38%.
- Return on average equity (after tax): 21.60% for Q2 2022, up from Q1's 20.76% - the strongest reading in this backlog's post-pandemic history.
- Earnings per share: Rp55 basic for H1 2022, up from Rp33 a year earlier (see Key Financial Metrics above).
Update on Loan Restructuring
- Restructured balance: Rp759,739M as of 30 June 2022, equal to 4.5% of total managed receivables - down again from Q1 2022's 6.9%, which was itself a sharp drop from Q4 2021's 10.2%. This is the third consecutive quarterly contraction in the pool, and by far the steepest yet in percentage-point terms.
- Absolute size: the restructured balance more than halved in six months, from Rp1,479,787M at 31 December 2021 to Rp759,739M at 30 June 2022.
- Cure rate and second-restructuring share: not disclosed this quarter. Every prior quarter in this backlog going back to the pandemic's start reported both figures - Q1 2022's cure rate was 80.7%, its fourth straight quarterly decline, and its second-restructuring share was 18.0%, its fifth straight increase. Neither appears anywhere in the H1 2022 presentation or financial statements. See The Prescription above for why this matters more, not less, as the pool keeps shrinking.
- 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, per the same disclosure that has held throughout this backlog.
Three Segments, One Widening Gap in Who's Actually Improving
The company reports Cars, Motorcycles, and Others on a half-yearly basis, unchanged from every prior quarter in this backlog.
Cars - still the largest segment: Rp1,679,361M of income (68.4% of total, down slightly from 69.2% a year earlier), with profit before tax up 62.2% YoY to Rp726,541M from Rp448,014M - margin (PBT/income) improved to 43.3% from 33.0%, and net profit up 65.8% to Rp585,646M from Rp353,210M.
Motorcycles - Rp490,518M of income (20.0% of total, up from 18.5%), with profit before tax up 60.3% YoY to Rp199,616M from Rp124,490M, margin improving to 40.7% from 34.4%, and net profit up 64.0% to Rp160,906M from Rp98,147M.
Others (heavy equipment/machinery, property, and sharia financing) - Rp285,056M of income (11.6% of total, down slightly from 12.3%), with profit before tax up 123.4% YoY to Rp102,185M from Rp45,744M - by far the fastest-growing segment on a percentage basis - and net profit up 128.4% to Rp82,369M from Rp36,065M. Margin nearly doubled, to 35.8% from 19.0%. Q1's post called Others' return to YoY growth "one data point," not yet a confirmed reversal from the decline first flagged in Q2 2021. Two consecutive quarters of accelerating profit growth is a stronger signal: Others is no longer just recovering, it's now growing profit faster than either of BFI's larger segments, even as its share of total income keeps drifting down.
Beyond the Usual
The restructured pool's cure rate and the balance sheet's own debt-to-equity ratio both disappeared from this quarter's disclosure
BFI's presentations have disclosed the restructured book's cure rate and second-restructuring share every quarter since the pandemic began, and its Key Ratios table has included a debt-to-equity figure just as consistently - as recently as Q1 2022. Both disappeared from the H1 2022 presentation and the accompanying financial statements at the same time debt-to-equity actually moved for the first time in several quarters (to ~1.11x from ~0.98x, see Key Financial Metrics above) and the restructured pool posted its steepest quarterly contraction yet. Neither omission has an obvious operational reason - the underlying data must still exist internally for a company that reports cure rates and DER as a matter of routine - which makes the timing, right as both metrics would show more movement than usual, worth flagging even without evidence of intent either way.
A new EGM mandate authorizes disposing of BFI's entire treasury stock, not just a slice tied to one transaction
Q1 2022's failed treasury-share plan died because OJK's approval conditions - shareholder sign-off plus a sale price clearing three separate benchmarks - couldn't be satisfied inside the Trinugraha tender offer's own schedule and target price. The mandate approved at the 29 June 2022 EGMS is structurally different: up to 927,732,000 shares may be sold on or off the Indonesia Stock Exchange, to Trinugraha or to any third party, with no transaction-specific price or timing constraint attached, plus a further 75,000,000 shares earmarked for the MESOP program. Those two figures sum to exactly 1,002,732,000 shares - the entirety of BFI's treasury stock as of both 30 June 2022 and 31 December 2021. Whether this broader, unconstrained mandate actually gets executed where the narrower one didn't is worth tracking into next quarter.
The Rp600 billion Bank Jago term loan facility lapsed at its own maturity, having never been drawn once
Flagged as untouched a year after signing in Q4 2021's post and still undrawn as of Q1 2022, the bilateral Term Loan Credit Agreement BFI signed with PT Bank Jago Tbk on 24 June 2021 shows a facility due date of 24 June 2022 - inside this very reporting period - with an outstanding balance of zero at both 30 June 2022 and 31 December 2021. The facility's own disclosed limit in this quarter's borrowings note is Rp300,000M, half the Rp600,000M originally signed. The separate joint-financing agreement between the same two parties remains active and modestly used (Rp639M outstanding at 30 June 2022, expanded to a Rp300 billion ceiling in March), but the term loan itself appears to have simply expired unused - a quiet, final resolution to a relationship this backlog tracked as dormant for three consecutive quarters.
The tender offer's exact share count landing in Trinugraha's stake confirms where those shares went - and the foreign holder that vanished last quarter stayed gone
Trinugraha's disclosed holding rose by precisely 852,876,278 shares between 31 December 2021 and 30 June 2022 - the exact number of shares that participated in the Q1 2022 tender offer, per that quarter's post. This is the arithmetic confirmation behind the ownership shift discussed in the opening section above. Separately, DB SPORE DCS A/C NTAsian Discovery Master Fund - the foreign institutional holder that dropped out of the substantial-shareholder table in Q1 2022 after holding 5.58% at year-end - remains absent from the June 2022 shareholder table, still folded into "Others (each below 5%)." Whatever that holder did with its stake, it did not return to substantial-holder status this quarter either.
Management's Reading of Its Own Quarter
The 28 July 2022 presentation leads with "YTD 1H:22 booking was Rp8,529 bn... the highest quarterly booking ever," framing the half-year almost entirely around growth and continued asset-quality improvement - NPF, NCL, and COC all cited YoY, with the single new item being "Dividend payout of 22.5%" and a one-line mention of the new treasury/MESOP approval. What the deck does not mention anywhere in its own narrative: the change-of-control event that took Trinugraha past 50%, the naming of two de facto Ultimate Beneficial Owners, or the board reshuffle - all of which appear only in the financial statements' significant-events footnote, not in the investor presentation at all. This is a materially different disclosure posture than Q1 2022's post found for the tender offer itself, which got its own dedicated slide. A governance change this significant getting less presentation-level attention than a dividend-payout percentage is the clearest example yet of the pattern The Prescription above is asking BFI to correct.
Stock Price: The First Quarterly Decline in Over a Year
BFI Finance shares closed at Rp1,095 on 30 June 2022, down 14.5% from Q1's Rp1,280 - the first quarterly decline this backlog has recorded since Q3 2021. The stock closed April at Rp1,285 (still near its Q1 level) before falling to Rp1,140 in May and Rp1,095 in June, a pattern more consistent with the broader Indonesian equity market's mid-2022 pullback than with anything specific to BFI's own quarter - the fundamentals over the same window (record bookings, rising profitability, a majority-ownership event) moved in the opposite direction from the price. Over the two-year window (July 2020 through June 2022), the stock ranged from Rp1,305 (January 2022) to Rp290 (July 2020), a 350.0% peak-to-trough swing - still well past the >30-40% threshold applied throughout this backlog, even with this quarter's pullback.
Target Valuation Range
Market cap ~Rp16,386,000M (~$1,098.2M) at ~11.1x TTM P/E and ~2.02x P/B - BFI is cheaper on every multiple this backlog tracks than it was three months ago, even as earnings, book value, and operational metrics all improved - the stock's re-rating is running in the opposite direction from the business's own trajectory this quarter.
Using 14,964,383,620 weighted-average shares outstanding net of treasury stock (unchanged since December 2019) and the Rp1,095 closing price:
| Market cap buildup | Q2 2022 |
|---|---|
| Share price (period-end) | Rp1,095 |
| Shares outstanding | 14,964,383,620 |
| Market capitalization | Rp16,386,000M (~$1,098.2M) |
| Book value (total equity) | Rp8,111,544M |
| Peer-multiple sanity check | Q1 2022 | Q2 2022 | Change |
|---|---|---|---|
| P/E (TTM) | ~14.8x | ~11.1x | down sharply - the first contraction this backlog has recorded |
| P/B | ~2.45x | ~2.02x | down sharply - after three straight quarters of expansion |
Market cap is down 14.5% from Q1's ~Rp19,154,411M. TTM P/E uses TTM net income of Rp1,472,837M (FY2021's Rp1,131,338M, less H1 2021's Rp487,422M, plus H1 2022's Rp828,921M). Unlike Q1, where earnings grew faster than the price, this quarter the price simply fell while both earnings and book value kept growing: TTM net income rose 10.7% quarter-over-quarter (Q1's TTM was Rp1,297,785M) and equity rose 3.7% QoQ, while the stock lost 14.5%. That combination - a business printing record bookings, a majority ownership event completed, and profitability still climbing, against a falling share price - is a reminder that stock price is like mood: it can change anytime, and what matters is how the business actually performs.
PT BFI Finance Indonesia Tbk's unaudited consolidated interim financial statements for the six-month period ended 30 June 2022 (with comparative figures for 31 December 2021 and the six-month period ended 30 June 2021), together with the company's H1 2022 investor presentation dated 28 July 2022.