Oman Oil Balance Sheet
Oman Oil Balance Sheet
Oman Oil Balance Sheet
31 December 2007
Contents
Page
Report of the Auditors Balance sheet Income statement Cash flow statement Statement of changes in equity Notes
1 2 3 4 5 6-22
REPORT OF THE AUDITORS TO THE SHAREHOLDERS OF OMAN OIL MARKETING COMPANY SAOG
Report on the financial statements We have audited the accompanying financial statements of Oman Oil Marketing Company SAOG ("the Company") set out on pages 2 to 22, which comprise the balance sheet as at 31 December 2007, and the income statement, statement of changes in equity and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes. Board of Directors responsibility for the financial statements The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, the disclosure requirements of the Capital Market Authority and the Commercial Companies Law of 1974, as amended. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessments of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Oman Oil Marketing Company SAOG as at 31 December 2007 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Report on other Legal and Regulatory Requirements In our opinion, the financial statements of Oman Oil Marketing Company SAOG as at and for the year ended 31 December 2007, in all material respects comply with:
the relevant disclosure requirements of the Capital Market Authority; and the Commercial Companies Law of 1974, as amended.
22 January 2008
KPMG
Page 2
Notes
Assets Property, plant and equipment Interest in Joint Venture Deferred tax Total non-current assets
3 4 &18 13
12,638,672 46,048 12,684,720 3,430,395 15,319,389 5,997,240 24,747,024 37,431,744 6,450,000 2,150,000 9,176,176 17,776,176 329,806 268,056 597,862 17,596,184 36,637 834,038 590,847 19,057,706 __________ 19,655,568 ____________ 37,431,744 0.276
10,647,439 17,007 62,981 10,727,427 3,589,735 16,465,147 1,790,027 21,844,909 32,572,336 6,450,000 2,150,000 6,559,417 15,159,417 335,326 240,241 575,567 13,888,722 2,000,000 653,038 295,592 16,837,352 __________ _ 17,412,919 __________ _ 32,572,336 0.235
Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets Equity Share capital Statutory reserve Retained earnings Total equity Liabilities Employees end of service benefits Provision for site restoration and abandonment cost Total non-current liabilities
5 6
7 8
9 10
Trade and other payables Payable to Joint Venture Short-term loan Income tax Environmental provision Total current liabilities
11 4 &18 12 13 14
21&7
The notes on pages 6 to 22 form an integral part of these financial statements. These financial statements were approved and authorized for issue by the Board of Directors on 22 January 2008 and signed on their behalf by:
Page 3
Notes Revenue Cost of sales Gross Profit Other income Administrative expenses Distribution expenses Other expenses Result from operating activities 18
3,14,15 &18
18 18
Net finance cost Share of net loss from joint venture Profit before income tax Income tax expense Profit for the year Basic earnings per share 20 13 18
The notes on pages 6 to 22 form an integral part of these financial statements. The report of the Auditors is set forth on page 1.
Page 4
Note Cash flows from operating activities Profit before income taxes and after directors remuneration Add : Share of loss from joint venture Adjustments for: Depreciation (Profit)/Loss on disposal of property, plant and equipment Net finance costs Operating profit before working capital changes Change in inventories Change in receivables Change in payables Change in provisions and employee benefits Cash from operations Interest paid Income tax paid Net cash from operating activities Cash flows from investing activities Interest received Proceeds from disposal of property, plant and equipment Acquisition of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Decrease in short term loan Dividends paid Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December
6,441,665 53,644 3 1,734,946 (27,142) 123,259 8,326,372 159,340 1,145,758 3,707,462 317,550 13,656,482 (127,990) (563,223) 12,965,269 4,731 55,296 (3,754,333) (3,694,306) (2,000,000) (3,063,750) (5,063,750) 4,207,213 1,790,027 5,997,240
4,559,945 30,519 1,498,698 64,769 164,106 6,318,037 (1,478,426) (4,168,376) 5,704,560 24,684 6,400,479 (171,174) (387,853) 5,841,452 7,068 5,643 (2,562,326) (2,549,615) (900,000) (2,902,500) (3,802,500) (510,663) 2,300,690 1,790,027
5 6 11 9
13
The notes on pages 6 to 22 form an integral part of these financial statements. The report of the Auditors is set forth on page 1.
Page 5
Share capital RO 1 January 2006 Dividends paid 2005 Net profit for the year 31 December 2006 6,450,000 6,450,000 6,450,000 6,450,000
Retained earnings RO 5,445,887 (2,902,500) 4,016,030 6,559,417 6,559,417 (3,063,750) 5,680,509 9,176,176
1 January 2007 Dividends paid 2006 Net profit for the year 31 December 2007
The notes on pages 6 to 22 form an integral part of these financial statements. The report of the Auditors is set forth on page 1.
Page 6
Page 7
Buildings Plant, equipment and vehicles Depreciation methods, useful lives and residual values are reassessed at each reporting date. c) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories include expenditures incurred in acquiring the inventories and bringing them to their existing location and condition, as follows:
Petroleum products and lubricants: purchase cost on a first-in-first out basis Stores: at weighted average cost
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses.
Page 8
Page 9
Page 10
IFRS 8 Operating Segments introduces the management approach to segment reporting. IFRS 8, which becomes mandatory for the Companys 2009 financial statements, will require the disclosure of segment information based on the internal reports regularly reviewed by the Companys Chief Operating Decision Maker in order to assess each segments performance and to allocate resources to them. The Company will be required to present segment information in respect of retail, commercial, lubes and aviation segments. Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. It is not expected that revised IAS 23 will have any significant impact on the financial statements. IFRIC 11 IFRS 2 Company and Treasury Share Transactions requires a share-based payment arrangement in which an entity receives goods or services as consideration for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless of how the equity instruments are obtained. IFRIC 11 is not expected to have any significant impact on the financial statements. IFRIC 12 Service Concession Arrangements provides guidance on certain recognition and measurement issues that arise in accounting for public-to-private service concession arrangements. IFRIC 12, which becomes mandatory for a companys 2008 financial statements, is not expected to have any significant effect on the Companys financial statements. IFRIC 13 Customer Loyalty Programmes addresses the accounting by entities that operate, or otherwise participate in, customer loyalty programmes for their customers. It relates to customer loyalty programmes under which the customer can redeem credits for awards such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the Companys 2009 financial statements, is not expected to have any significant impact on the financial statements. IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction clarifies when refunds or reductions in future contributions in relation to defined benefit assets should be regarded as available and provides guidance on the impact of minimum funding requirements (MFR) on such assets. It also addresses when a MFR might give rise to a liability. IFRIC 14 will become mandatory for the Companys 2008 financial statements, is not expected to have any significant impact on the financial statements.
l)
Directors remuneration The total remuneration paid to non-executive directors comprising sitting fees and remuneration is in accordance with the provisions, and within the limits of, the Commercial Companies Law; the CMA guidance; and the Articles of Association of the Company. Executive directors, if any, apart from their contractual benefits and performance linked pay are not eligible for any sitting fees or fixed remuneration. Directors remuneration is recognised in the income statement.
Page 11
Page 12
Buildings RO Balance at 1 January 2007, net of accumulated depreciation Additions Transfers Disposals Depreciation for the year Balance at 31 December 2007, net of accumulated depreciation Property, plant and equipment: Cost Accumulated depreciation Net carrying amount 2,622,230 765,098 (203,951) 3,183,377 4,031,228 (847,851) 3,183,377
The Companys 50% share of plant and equipment and assets under construction at the main storage depot at Mina Al Fahal (the depot) in the amount of RO 987,692 (2006: RO 1,036,378) and RO 12,953 (2006: RO 11,670), respectively, are included in property, plant and equipment. Under an agreement dated 6 December 1995 between the Company and Al Maha Petroleum Products Marketing Company SAOG (Al Maha):
such assets are controlled jointly with Al Maha and cannot be sold without the mutual consent of the Company and Al Maha; costs of this depot are shared equally with Al Maha; and the depot is operated by the Company for agreed management fees.
The land, on which the main storage depot and buildings are located, is leased from the Ministry of Oil and Gas jointly with Al Maha under a lease which commenced on 23 November 1998 and expires on 22 November 2008. 4 Interest in Joint Venture The Company has entered into a joint venture agreement with Al Sarooj Group LLC dated 10 June 2004 (the Agreement). Under the terms of the Agreement the Company has a 50% interest in a jointly controlled entity, Oman Oil Marketing & Sarooj Group LLC (the Joint Venture), a limited liability company incorporated in the Sultanate of Oman with share capital of RO 40,000. The Joint Venture was registered on 10 August 2004. The Joint Ventures principal activity is to carry out commercial activities in the oil and gas sector outside the Sultanate of Oman.
Page 13
Inventories 2007 RO Oil and lubricants Stores 3,422,898 7,497 3,430,395 2006 RO 3,581,279 8,456 3,589,735
Trade and other receivables 2007 RO Trade receivables Less: impairment provision 14,135,898 (954,848) 13,181,050 644,944 306,349 1,187,046 15,319,389 2006 RO 15,779,253 (1,028,329) 14,750,924 370,615 378,130 965,478 16,465,147
Amounts due from related parties (note 18) Other receivables Prepaid expenses
Changes in the impairment provision for trade accounts receivable during the year are as follows: 2007 RO 1,028,329 (73,367) (114) Balance at 31 December 954,848 The Company has accepted guarantees / collateral valued at RO 469,215 (2006: RO customers to secure fully/ partly their dues to the Company. Balance at 1 January (Released) provided during the year Written off during the year 2006 RO 575,183 458,490 (5,344) 1,028,329 === 9,304) from
Page 14
33,799 9,413 14,135,898 15,779,253 Whilst the Company sells its products to a large number of customers in Oman, its five largest customers account for 33% of trade receivables at 31 December 2007 (2006: 38%). The aging of trade receivables at the reporting date was: Gross 2007 In thousands of Rials Not past due 10,599,389 Past due 1-90 days 3,337,693 Past due 91-360 days 289,319 More than one year 623,761 14,850,162 7 Share capital The shareholders in the extraordinary general meeting held on 25 March 2006 have resolved to amend the authorized share capital from 15,000,000 to 150,000,000 shares and the issued and fully paid share capital from 6,450,000 to 64,500,000 shares by reducing the nominal value of share from RO 1 per share to baizas 100 per share. The Companys authorized share capital consists of 150,000,000 (2006: 150,000,000) shares of baizas 100 each (2006: Baizas 100 each). The Companys issued and fully paid up share capital comprises 64,500,000 (2006: 64,500,000) shares of baizas 100 each (2006: Baizas 100 each) as follows: 20074 Number of shares Multi-vote shares Ordinary shares 3,225,000 61,275,000 64,500,000 2006 Number of shares 3,225,000 61,275,000 64,500,000 Impairment 2007 91,807 40,301 244,031 578,709 954,848 Gross 2006 9,746,772 5,017,669 754,430 653,429 16,172,300 Impairment 2006 43,248 49,462 329,379 606,240 1,028,329
In accordance with Article 5 of chapter two of the Companys Articles of Association, the holder of each multi-vote share is entitled to two votes at the annual general meeting of the Company.
Page 15
Legal reserve As required by the Commercial Companies Law of the Sultanate of Oman, 10% of the profit of each year is transferred to a legal reserve until the reserve reaches a minimum one-third of the issued share capital. The Company has resolved to discontinue any further transfers to this reserve, as the reserve equals one-third of the issued share capital. This reserve is not available for distribution.
Employees end of service benefits 2007 RO Movements in the liability recognised in the balance sheet are as follows: Accrual as at 1 January Accrued during the year End of service benefits paid Accrual as at 31 December 2006 RO
10
Provision for site restoration and abandonment cost Movements in the provisions are as follows: 2007 RO As at 1 January Additional provision (net) Unwind of discount (included in finance costs) As at 31 December 240,241 13,401 14,414 _______ 268,056 2006 RO 207,678 20,102 12,461 _______ 240,241
The key assumptions underlying the estimate of this provision are as follows:
the average cost per filling station of restoration and abandonment is RO 4,000; the expected cash flows are discounted over the estimated life of the filling stations using an
interest rate of 6%; and
Page 16
The Company in accordance with Capital Markets Authority (CMA) regulations transfers dividends unclaimed for a period of more than 6 months from the date they became due to the CMAs investor fund. Such unclaimed dividends transferred during the year amounted to approximately RO 23,728 (2006: RO 9,031). Eligible shareholders who have not received their dividends are entitled to claim them from the CMA. Trade accounts and other payables are payable within 45 days on average from the balance sheet date.
12
Short-term loan The loan was repayable within one year of the balance sheet date. The loan was unsecured and carried interest at current market rates.
13
Income tax 2007 RO Current liability: Current year Prior years 2006 RO
778,000 56,038 834,038 778,000 (33,777) 16,933 761,156 62,981 (16,933) 46,048
Income statement: Current year Reversal of excess tax provision relating to earlier years Deferred tax relating to the origination and reversal of temporary differences
The deferred tax asset comprises the following temporary differences: Provisions and other charges Property, plant and equipment 237,778 (191,730) 46,048 281,704 (218,723) 62,981
Page 17
Rate % Profit before tax Income tax Effect of tax specific allowances Effect of tax specific disallowances Effective tax
Rate %
11.87
12.00
The adjustments are based on the current understanding of the existing tax laws, regulations and practices. The income tax assessment of the Company for the year 2006 has not been finalized with the Secretariat General of Taxation Affairs at the Ministry of Finance. The Management considers that additional tax liability, if any, in respect of open tax years would not be material to the financial position of th e Company as at 31 December 2007. The deferred tax asset has been computed at the tax rate of 12%. 14 Environmental provision 2007 RO Balance as at 1 January Provided during the year Utilised Balance as at 31 December 295,592 360,010 (64,755) 590,847 2006 RO 322,606 2,558 (29,572) 295,592
The Company provides for environmental remediation costs based on environmental contamination assessments made on its delivery and storage sites. The entire provision of RO 590,847 is expected to be used as per site specific remediation plans drawn up by the Company with their environmental consultants. 15 Employee costs 2007 RO Wages and salaries Other benefits Contributions to a defined contribution retirement plan Increase in liability for unfunded defined benefits retirement plan (907,382) (1,028,606) (60,276) (45,751) (2,042,015) 2006 RO (830,312) (866,203) (52,704) (41,586) (1,790,805)
Page 18
17
Segmental information The Companys operating revenues arise primarily from the marketing and distribution of petroleum products in the Sultanate of Oman.
18
Related party transactions The Company has provided a corporate guarantee to a bank on behalf of the Joint Venture (refer note 22) for no consideration. The Company has entered into transactions with entities over which certain Directors are able to exercise significant influence. In the normal course of business, the Company provides services on commercial terms to related parties and avails services from related parties. The Directors believe that the terms of providing and receiving such services are comparable with those that could be obtained from third parties. The volumes of significant related party transactions during the year and with parties with a shareholding of 10% or more in the Company and / or related to Directors, were as follows: 2006 2007 RO RO Fuel sales to filling stations owned by Directors Fuel sales to commercial customers related to Directors of the Company Brand royalty IT and other services from companies owned directly or indirectly by Directors Remuneration to Directors Directors sitting fees Net interest paid Fee for accounting services Share of losses of Joint Venture 3,832,531 555,299 (133,699) (47,002) (75,000) (20,300) 31,436 6,000 (53,644) 3,125,667 (106,208) (65,136) (72,500) (17,300) 53,684 6,000 (30,519)
5,500
Page 19
21
Net assets per share The calculation of net assets per share is based on net assets for the year ended 31 December 2007 attributable to ordinary shareholders of RO 17,776,176 (31 December 2006: RO 15,159,417) and on 64,500,000 shares (31 December 2006: 64,500,000 shares).
22
Contingencies At 31 December 2007 the Company had contingent liabilities in respect of guarantees and other matters arising in the ordinary course of business, from which it is anticipated that no material liabilities will arise, amounting to RO 534,887 (2006: RO 1,364,314). The Company has also provided a corporate guarantee of RO 500,000 (2006: RO 500,000), to secure a credit facility of RO 1 million for the joint venture (see note 4).
23
Financial instruments The following note presents information on the risks, arising from the Companys use of financial instruments namely credit risk, liquidity risk and market risk that the Company is exposed to, its objectives, policies and processes for measuring and managing risk and the Companys management of capital. Further quantitative disclosures are included throughout these financial statements.
Page 20
Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companys receivables from customers. The carrying amount of financial assets represents the maximum credit exposure. Trade and other receivables: Credit is extended to corporate customers only with an objective of optimizing the Companys profits and the prime responsibility for providing credit to customers and the timely collection of all debts rests with the functional manager. Credit has a cost to the business and necessary controls and procedures are established to manage the Companys credit risk and its working capital. It is therefore Oman Oil Marketing Companys policy to have effective credit control systems in place which are flexible enough to respond to changing market needs yet rigorous enough to ensure that customer credit limits are established and regularly updated on the basis of reliable up-to-date information. Generally credits are not allowed in excess of agreed credit periods except for government customers and debts are collected within agreed credit terms and grace days. A stop supply mechanism is in place which will automatically inactivate customer accounts and stop further supplies in the event of a delay of payment beyond the credit period and the grace days. All exceptions and overrides are approved in line with the policy guidelines. Debtor positions are regularly monitored and reviewed to assess the overall risk and exposure. Though losses on account of default are infrequent, adequate provisions for impairment based on the ageing of the debts are made to reflect the debtors position as accurately as possible in the financial statements. The significant concentration of credit risk has been disclosed in note 6. The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Investments: The Company does not hold any investments other then its interest in a joint venture.
Page 21
Page 22