Q2 2022 · IDX · Aug 20, 2022

DNET The Dilution Overhang Just Reversed Itself — Quietly

PT Indoritel Makmur Internasional's H1 2022 net income more than doubled YoY, but the real story is buried in a subsidiary's shareholder-meeting footnote — the FiberStar dilution mechanism flagged in the FY2020 and FY2021 posts got rejected outright in May 2022, and the Company itself bought the convertible notes that had been diluting it.

MAP's Shareholders Said No

The single most consequential event in this Company's H1 2022 didn't happen on the income statement — it happened at an Extraordinary General Meeting of Shareholders of PT Mega Akses Persada ("MAP," the entity that actually owns FiberStar) on May 17, 2022. The FY2020 and FY2021 posts both flagged the same recurring pattern: minority co-shareholder PT Mega Akses Perkasa ("MAK") kept converting mandatory notes and advancing new capital into MAP, each time diluting the Company's own stake a little further — from 71.88% at the end of FY2020 down to 66.76% at the end of FY2021, with a further Rp145 billion advance-for-shares agreement already queued up as more dilution ahead. That queued dilution never happened. At the May 2022 EGM, MAP's shareholders rejected MAK's request to convert Rp150 billion of mandatory convertible notes and instead approved selling those notes to the Company itself — giving Indoritel, not MAK, the right to convert them. Separately, MAP repaid MAK's Rp145 billion advance in cash in June 2022 rather than issuing shares against it. The mechanism this backlog has tracked as a multi-year overhang got shut down in a single shareholder vote, and the Company's own consolidated stake in MAP should show the effect of that reversal in the next filing that reports year-end ownership figures (see Beyond the Usual for the full mechanics).

That's the structural story. The financial one is simpler: revenue grew 46.7% and net income attributable to owners grew 120.7% for the six months ended June 30, 2022 compared to the same period a year earlier — a slower growth rate than Q1's 387.5%, since H1 2022 is now being measured against a comparison period (H1 2021) that had already started recovering from the pandemic, unlike the still-depressed Q1 2021 base.

The Prescription

With the MAK dilution mechanism now shut down at the source, management's real opportunity is to make the case — explicitly, in a future filing — for why the Company bought those Rp150 billion convertible notes itself rather than simply letting the conversion right lapse. Owning that option gives Indoritel a lever to increase its own stake in MAP going forward instead of just defending against dilution, and shareholders deserve to know whether the Company plans to actually exercise it.

What it should stop doing: leaving Cyberindo Aditama's concentration swings unexplained. This is now the second consecutive post in a row where the customer's share of revenue moved by double-digit percentage points (49.06% in Q1, 55.19% cumulative through H1) without a single sentence in the filing explaining why. A network operator managing meaningful customer concentration risk owes shareholders more than a bare percentage in a footnote.

Key Financial Metrics

H1 2022 (six months ended June 30, 2022) vs. H1 2021, consolidated

FX: IDR 14,921.9 = USD 1 (June 30, 2022 rate, independently sourced spot data).

Metric H1 2022 (IDR) H1 2022 (USD) H1 2021 (IDR) YoY
Revenue (FiberStar, consolidated) Rp469.736B ~$31.48M Rp320.239B ✅ +46.68%
Share of profit of associates» Rp491.070B ~$32.91M Rp204.814B ✅ +139.75%
Operating Income» Rp651.182B ~$43.63M Rp306.319B ✅ +112.55%
Net Income» (total, incl. NCI) Rp645.208B ~$43.24M Rp288.249B ✅ +123.84%
Net income attributable to owners Rp614.604B ~$41.19M Rp278.426B ✅ +120.75%
EPS (basic, cumulative) Rp43.33 ~$0.00290 Rp19.63 ✅ +120.73%
Operating cash flow Rp61.619B ~$4.13M -Rp45.310B ✅ Turned positive

"Adjusted EBITDA" isn't a metric this Company reports, and it genuinely doesn't map onto a pure holding company's accounts: Operating Income above already embeds Rp491.1 billion of non-cash equity-method associate profit that has nothing to do with FiberStar's own cost structure — an EBITDA add-back would double-count it, the same reasoning used throughout this series.

Balance sheet Jun 30, 2022 (IDR) Jun 30, 2022 (USD) Dec 31, 2021 (IDR) QoQ
Total Assets Rp18,308.657B ~$1.227B Rp18,046.214B ✅ +1.45%
Total Liabilities Rp6,578.381B ~$440.9M Rp6,825.270B ✅ -3.62%
Total Equity Rp11,730.276B ~$786.0M Rp11,220.944B ✅ +4.54%
Cash and cash equivalents Rp530.252B ~$35.53M Rp440.052B ✅ +20.50%

Operating cash flow stayed positive for a second consecutive quarter (Rp61.6 billion cumulative through H1, against a Rp45.3 billion outflow for H1 2021) — a genuine improvement on the multi-year cash-burn pattern the FY2020 and FY2021 posts both flagged, now confirmed across two consecutive quarters rather than a one-off.

FiberStar's Revenue Concentration Snapped Back Up

FiberStar's revenue mix through H1 2022 continues the same third-party breakdown used in the Q1 2022 post — this cumulative interim filing doesn't provide a separate discrete-Q2 revenue split by type, only the six-month total.

PT Cyberindo Aditama's share of total revenue came in at 55.19% of H1 2022 revenue, down from 58.01% in H1 2021 — a smaller YoY decline than Q1's 49.06% (vs. 68.54% a year earlier), meaning the concentration ratio actually moved up between Q1 and H1 on a standalone basis (implying roughly 61-62% for the April-June period alone, back-solving from the cumulative figures) even as the YoY comparison still shows improvement. Revenue from Cyberindo grew to Rp259.3 billion cumulative (from Rp217.7 billion H1 2021), continuing to grow in absolute terms even as its share of the now-larger total moves around quarter to quarter.

Key Operational Metrics

  • Ownership stakes (equity-method associates): Indomarco Prismatama (Indomaret) 40%, Fast Food Indonesia (KFC) 35.84%, Nippon Indosari Corpindo (Sari Roti) 25.77% — all unchanged
  • FiberStar consolidation (MAP): the Company's direct-plus-indirect stake in PT Mega Akses Persada held at 66.76% (63.44% direct + 3.32% via PT Indoritel Persada Nusantara) as of June 30, 2022 — the balance-sheet ownership percentage itself hadn't yet moved as of this quarter's filing date, even though the underlying dilution mechanism was reversed at the May 2022 EGM (see Beyond the Usual); watch for the actual percentage change to show up in a later filing
  • Cyberindo Aditama revenue concentration: 55.19% of H1 2022 revenue vs. 58.01% (H1 2021)
  • Not available this quarter: home-passed/home-connected subscriber counts (interim filings don't disclose these, only the annual report does); a discrete Q2-only revenue breakdown by type

Two Associates Recover Further, One Still Bleeds — But Less

The associate rollforward footnote for H1 2022 shows Sari Roti paying a dividend for the first time in this backlog's coverage — Rp95.987 billion, reducing its carrying value even as its share of profit continued growing.

Associate H1 2022 share of profit Dividend received (H1 2022) Carrying value, Jun 30, 2022 Carrying value, Dec 31, 2021
Indomarco Prismatama (Indomaret) Rp446.436B Rp6,371.324B Rp5,925.369B
Nippon Indosari Corpindo (Sari Roti) Rp35.383B Rp95.987B Rp2,395.962B Rp2,456.566B
Fast Food Indonesia (KFC) Rp10.508B Rp1,949.842B Rp1,929.729B

Fast Food Indonesia's equity-method pickup turned positive this half — Rp10.5 billion of profit share, against losses in every prior period this backlog has covered (a Rp108.4 billion drag in FY2021, a Rp7.7 billion drag in Q1 2022 alone). This is the first genuinely profitable stretch for the KFC franchisee anywhere in this series, continuing the loss-narrowing trend the FY2021 post first flagged, now crossing into outright profit. Indomaret remains the dominant driver by a wide margin, contributing Rp446.4 billion of the Rp491.1 billion combined associate-profit line (91%).

Beyond the Usual

MAP's shareholders rejected the dilution mechanism this backlog has tracked since FY2020 — and the Company bought the notes itself

At MAP's Extraordinary General Meeting of Shareholders on May 17, 2022 (notarized August 29, 2022), shareholders voted on two related items and rejected both of MAK's proposed dilution mechanisms: (1) MAK's request to convert Rp150 billion of mandatory convertible notes into MAP equity was rejected — instead, the notes will be sold to the Company itself, giving Indoritel (not MAK) full rights to convert them; and (2) MAP's proposal to increase its issued capital via portepel shares to be taken up by MAK was also rejected, with the Rp145 billion advance MAK had already paid toward that subscription ordered returned to MAK. MAP repaid that Rp145 billion advance in June 2022. This is the same Rp145 billion advance-for-shares agreement flagged as a live overhang in both the FY2021 post and the Q1 2022 post — it is now resolved, in the Company's favor rather than MAK's. This is classified yellow rather than green because it's a genuine reversal of a multi-year trend this backlog has tracked as a risk, not just an interesting footnote detail — worth watching closely to confirm the ownership percentage itself moves accordingly in a subsequent filing, since as of June 30, 2022 the balance-sheet stake was still shown at the pre-reversal 66.76%.

The employee count keeps growing faster than the business needs to explain

The Group's permanent headcount rose to 190 by year-end 2022 (from 167 at the end of 2021) — a fact confirmed only in the FY2022 filing's comparative disclosure rather than this quarter's own filing, which doesn't break out headcount at the half-year mark. This is noted here as context for the next post in this series rather than a finding specific to H1 2022 itself.

Target Valuation Range

Bottom line: still mechanically cheap relative to book value, and now backed by a real structural improvement rather than just a base effect — the FiberStar dilution reversal (above) removes a multi-year overhang this backlog has flagged in every post since FY2020, even though the share price hasn't moved to reflect it yet.

The Company's shares closed the quarter at Rp3,340 (independently sourced spot data for June 30, 2022), up 4.4% from Rp3,200 at the end of Q1 2022. No stock split has occurred for this ticker since the FY2019 filing.

Market cap → book value H1 2022 Q1 2022 (prior quarter) Change
Share price (period-end) Rp3,340 Rp3,200 ✅ up 4.4%
Shares outstanding 14,184,000,000 14,184,000,000 ➖ unchanged
Market capitalization Rp47,374.6B (~$3.174B) Rp45,388.8B ✅ up 4.4%
Book value per share (total equity basis) Rp827.09 Rp820.79 ✅ up
P/B» ~4.04x ~3.90x ⚠️ up slightly
Sum-of-the-parts sanity check H1 2022
Fast Food Indonesia stake, at market (per most recently disclosed price, Rp970/share) ~Rp1.387 trillion
Nippon Indosari Corpindo (Sari Roti) stake, at market (per most recently disclosed price, Rp1,285/share) ~Rp2.049 trillion
Non-associate net assets (total equity less carrying value of all associate/JV investments) ~Rp0.999 trillion
Sum, excluding Indomaret ~Rp4.435 trillion
Company's market capitalization Rp47.375 trillion
Implied value of 40% Indomaret stake ~Rp42.940 trillion
Implied value of all of Indomaret ~Rp107.349 trillion

FAST's and ROTI's per-share prices aren't re-disclosed in this quarter's filing, so the Q1 2022 post's most recently disclosed figures (dated March 30, 2022) are carried forward here rather than re-sourced from a live quote, consistent with this backlog's rule against citing anything not backed by a downloaded document. The implied full value of Indomaret comes to roughly Rp107.3 trillion — between the FY2020 (~Rp109.8 trillion) and FY2021 (~Rp105.2 trillion) readings, continuing to move within the same range this backlog has tracked rather than breaking sharply in either direction.

A full discounted cash flow model still isn't attempted, for the same reason as every prior post: fair value here depends on three associates' multi-year trajectories, with Indomaret — not separately listed — the dominant one. The sum-of-the-parts and reverse-valuation reads remain the honest lens available with what's on file.


PT Indoritel Makmur Internasional Tbk's consolidated financial statements for the period ended June 30, 2022 (with June 30, 2021 comparatives), including notes to the consolidated financial statements.