EX-99.2 18 ex992-10k2012.htm EX99.2 EX99.2-10K (2012)

Exhibit 99.2

NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORTS
YEARS ENDED DECEMBER 31, 2012, 2011 and 2010
 
 
 
 
 
    
INDEX
PAGE
Independent auditors' reports
2 -3
Balance sheets
4
Statements of income
5
Statements of cash flows
6
Statements of partners' equity
7
Notes to the financial statements
8 - 22




















1


INDEPENDENT AUDITOR'S REPORT

To the management
National Methanol Company (Ibn Sina)
Al-Jubail, Saudi Arabia

We have audited the accompanying financial statements of National Methanol Company (Ibn Sina), which comprise the balance sheets as of December 31, 2012 and 2011, and the related statements of income, partners' equity, and cash flows for the years then ended, and the related notes to the financial statements, which, as described in Note 2 to the financial statements, have been prepared on the basis of accounting principles generally accepted in Saudi Arabia.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in Saudi Arabia; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's 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 entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant 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 audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of National Methanol Company (Ibn Sina) as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in Saudi Arabia.

Emphasis of Matter

As discussed in Note 2 to the financial statements, National Methanol Company (Ibn Sina) prepares its financial statements in accordance with accounting principles generally accepted in Saudi Arabia, which differs from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 to the financial statements. Our opinion is not modified with respect to this matter.



For BDO Dr. Mohamed Al-Amri & Co.

/s/ Gihad M. Al-Amri
Certified Public Accountant
Registration No. 362

Dammam, Saudi Arabia
February 5, 2013

2


INDEPENDENT AUDITOR'S REPORT

To the management
National Methanol Company (Ibn Sina)
Al-Jubail, Saudi Arabia

We have audited the statements of income, cash flows and partners' equity of National Methanol Company (Ibn Sina), a Saudi limited liability company (the "Company") for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the results of the Company's operations and its cash flows for the year ended December 31, 2010 in conformity with accounting principles generally accepted in Saudi Arabia.

Accounting principles generally accepted in Saudi Arabia vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 to the financial statements.



Deloitte & Touche
Bakr Abulkhair & Co.

/s/ Nasser M. Al-Sagga
License No. 322

Al Khobar
Kingdom of Saudi Arabia
February 10, 2011




3


NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

BALANCE SHEETS
AS OF DECEMBER 31, 2012 AND 2011
 
 
 
 
 


 
 
 
2012

 
2011

 
Notes
 
SR 000

 
SR 000

ASSETS
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
3
 
419,343

 
395,340

Trade receivables
15
 
554,140

 
502,597

Inventories
4
 
240,024

 
201,728

Other receivables and prepayments
5
 
65,867

 
56,844

Total current assets
 
 
1,279,374

 
1,156,509

 
 
 
 
 
 
Non-current assets
 
 
 
 
 
Property, plant and equipment
6
 
715,537

 
730,687

Intangible assets
7
 
34,535

 
63,106

Other non-current assets
8
 
17,403

 
20,923

Total non-current assets
 
 
767,475

 
814,716

TOTAL ASSETS
 
 
2,046,849

 
1,971,225

 
 
 
 
 
 
LIABILITIES AND PARTNERS' EQUITY
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
10
 
70,917

 
39,964

Accrued and other current liabilities
11
 
570,851

 
578,064

Total current liabilities
 
 
641,768

 
618,028

 
 
 
 
 
 
Non-current liabilities
12
 
121,680

 
126,574

Total liabilities
 
 
763,448

 
744,602

 
 
 
 
 
 
Partners' equity
 
 
 
 
 
Share capital
1
 
558,000

 
558,000

Statutory reserve
18
 
279,000

 
279,000

Retained earnings
 
 
446,401

 
389,623

Total partners' equity
 
 
1,283,401

 
1,226,623

TOTAL LIABILITIES AND PARTNERS' EQUITY
 
 
2,046,849

 
1,971,225




The accompanying notes form an integral part of these financial statements



4


NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
 
 
 
 
 

 
 
 
2012

 
2011

 
2010

 
Notes
 
SR 000

 
SR 000

 
SR 000

Sales
15
 
5,044,298

 
4,659,811

 
3,489,813

Cost of sales
15
 
(2,524,445
)
 
(2,474,365
)
 
(2,021,016
)
Gross profit
 
 
2,519,853

 
2,185,446

 
1,468,797

Distribution expenses
 
 
(478
)
 
(1,011
)
 
(372
)
General and administrative expenses
14,15
 
(25,439
)
 
(20,221
)
 
(16,335
)
Operating income
 
 
2,493,936

 
2,164,214

 
1,452,090

Financial charges
 
 

 
(14
)
 
(4
)
Other income, net
 
 
11,752

 
15,029

 
7,989

NET INCOME
 
 
2,505,688

 
2,179,229

 
1,460,075




The accompanying notes form an integral part of these financial statements



5


NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
 
 
 
 
 

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

OPERATING ACTIVITIES
 
 
 
 
 
Net income
2,505,688

 
2,179,229

 
1,460,075

Adjustments for:
 
 
 
 
 
Depreciation
111,258

 
159,248

 
97,306

Amortization
50,508

 
29,593

 
51,992

End-of-service indemnities
14,806

 
14,669

 
14,750

 
 
 
 
 
 
Changes in operating assets and liabilities:
 
 
 
 
 
Trade receivables
(51,543
)
 
(40,467
)
 
9,640

Inventories
(38,296
)
 
17,474

 
(38,484
)
Other receivables and prepayments
(9,023
)
 
(19,149
)
 
14,451

Accounts payable
30,953

 
(6,574
)
 
16,713

Accrued and other current liabilities
17,354

 
11,424

 
51,551

Other liabilities
(3,581
)
 
3,675

 
(283
)
End-of-service indemnities paid
(16,119
)
 
(3,153
)
 
(1,877
)
Zakat and income tax paid
(311,623
)
 
(186,229
)
 
(137,746
)
Net cash from operating activities
2,300,382

 
2,159,740

 
1,538,088

 
 
 
 
 
 
INVESTING ACTIVITIES
 
 
 
 
 
Additions to property, plant and equipment, net
(96,663
)
 
(232,773
)
 
(68,575
)
Additions to intangible assets
(21,937
)
 
(53,963
)
 
(51,464
)
Other non-current assets
3,520

 
33,097

 
997

Net cash used in investing activities
(115,080
)
 
(253,639
)
 
(119,042
)
 
 
 
 
 
 
FINANCING ACTIVITIES
 
 
 
 
 
Dividends paid net of zakat and income tax
(2,161,299
)
 
(1,845,995
)
 
(1,368,130
)
Net cash used in financing activities
(2,161,299
)
 
(1,845,995
)
 
(1,368,130
)
Net change in cash and cash equivalents
24,003

 
60,106

 
50,916

Cash and cash equivalents, January 1
395,340

 
335,234

 
284,318

CASH AND CASH EQUIVALENTS, DECEMBER 31
419,343

 
395,340

 
335,234

 
 
 
 
 
 
Non-cash transactions:
 
 
 
 
 
 
 
 
 
 
 
Accruals for additions to property, plant and equipment
555

 
6,892

 
9,021

Construction in progress transferred to employee home ownership receivables

 

 
27,683



The accompanying notes form an integral part of these financial statements


6


NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
 
 
 
 
 
    
 
 
 
Saudi

 
 
 
 
 
 
 
Basic

 
CTE

 
 
 
 
 
Industries

 
Petrochemicals

 
 
 
 
 
Corporation

 
Company

 
Total

 
Notes
 
SR 000

 
SR 000

 
SR 000

Share capital
 
 
 
 
 
 
 
December 31, 2012, 2011 and 2010
1
 
279,000

 
279,000

 
558,000

Statutory reserve
 
 
 
 
 
 
 
December 31, 2012, 2011 and 2010
18
 
139,500

 
139,500

 
279,000

Retained earnings
 
 
 
 
 
 
 
January 1, 2010
 
 
199,200

 
199,666

 
398,866

Net income for the year
 
 
730,038

 
730,037

 
1,460,075

Zakat and income tax for the year
13
 
(19,846
)
 
(159,586
)
 
(179,432
)
Amounts withheld from partners towards zakat and income tax
 
 

 
97,421

 
97,421

Dividends related to the year 2009, net
 
 
(199,304
)
 
(192,049
)
 
(391,353
)
Dividends related to the current year
 
 
(537,099
)
 
(537,099
)
 
(1,074,198
)
December 31, 2010
 
 
172,989

 
138,390

 
311,379

 
 
 
 
 
 
 
 
Net income for the year
 
 
1,089,615

 
1,089,614

 
2,179,229

Zakat and income tax for the year
13
 
(28,549
)
 
(226,441
)
 
(254,990
)
Amounts withheld from partners towards zakat and income tax
 
 

 
113,099

 
113,099

Dividends related to the year 2010, net
 
 
(173,185
)
 
(139,564
)
 
(312,749
)
Dividends related to the current year
 
 
(823,173
)
 
(823,172
)
 
(1,646,345
)
December 31, 2011
 
 
237,697

 
151,926

 
389,623

 
 
 
 
 
 
 
 
Net income for the year
 
 
1,252,844

 
1,252,844

 
2,505,688

Zakat and income tax for the year
13
 
(33,030
)
 
(254,581
)
 
(287,611
)
Amounts withheld from partners towards zakat and income tax
 
 

 
169,770

 
169,770

Dividends related to the year 2011, net
 
 
(237,853
)
 
(153,178
)
 
(391,031
)
Dividends related to the current year
 
 
(970,019
)
 
(970,019
)
 
(1,940,038
)
December 31, 2012
 
 
249,639

 
196,762

 
446,401

 
 
 
 
 
 
 
 
Total partners' equity
 
 
 
 
 
 
 
December 31, 2012
 
 
668,139

 
615,262

 
1,283,401

December 31, 2011
 
 
656,197

 
570,426

 
1,226,623

December 31, 2010
 
 
591,489

 
556,890

 
1,148,379



The accompanying notes form an integral part of these financial statements



7



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010




1.
ORGANIZATION AND ACTIVITIES

National Methanol Company (“Ibn Sina”) (“the Company”) is a Saudi limited liability company registered under Commercial Registration No. 2055000779 dated 19 Rajab 1401H (May 23, 1981).

The Company is owned equally by Saudi Basic Industries Corporation (“SABIC”), a Saudi Arabian joint stock company and CTE Petrochemicals Company (“CTE”), a partnership registered in Cayman Islands, British West Indies. CTE is equally owned by Elwood Insurance Ltd., a Bermuda Corporation and Texas Eastern Arabian Ltd., a Bermuda Corporation (collectively "the Partners").

The authorized share capital of the Company is SR 742 million divided into 7,420 units of SR 100,000 each. The paid up capital at December 31, 2012 and 2011 was SR 558 million comprised of 5,580 units of SR 100,000 each.

The Company's principal business activity is to operate a petrochemical complex at Al-Jubail Industrial City which produces Methanol and Methyl Tertiary Butyl Ether (“MTBE”). The Company's Methanol and MTBE plants commenced commercial operations on November 1, 1984 and July 1, 1994, respectively. SABIC distributes and markets the Company's products.

During 2010, the partners agreed to expand the Company's activities by establishing a plant for the manufacturing of polyoxymethylene (“POM”).

The Company's registered office is in Al-Jubail Industrial City in the Kingdom of Saudi Arabia.

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in compliance with the accounting standards issued by the Saudi Organization for Certified Public Accountants ("SOCPA"). The following is a summary of significant accounting policies applied by the Company:

Accounting convention
The financial statements are prepared under the historical cost convention.

Revenue recognition
Product sales are made to SABIC (“the Marketer”). Upon delivery of products to the Marketer, sales are recorded at provisional selling prices net of marketing expenses paid directly by the Marketer. These selling prices are later adjusted based upon actual selling prices received by the Marketer from third parties. Adjustments are recorded as they become known to the Company.

Distribution and general and administrative expenses
Distribution expenses principally comprise of costs incurred in the distribution and sale of the Company's products / services. All other expenses are classified as general and administrative expenses.

General and administrative expenses include indirect costs not specifically part of production costs as required under the accounting standards issued by SOCPA. Allocations between general and administrative expenses and cost of sales, when required, are made on a consistent basis.

Accounts receivable
Accounts receivable are stated at the original invoice amount less an allowance for any uncollectible amounts. Adjustments are recorded as they become known to the Company. An estimate for doubtful debts is made when the collection of the accounts receivable amount is considered doubtful. Bad debts are written off as incurred.


8



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



Inventories
Finished goods and chemicals are stated at the lower of cost or net realizable value. Cost of finished goods, chemicals, spare parts and supplies is determined on a weighted average cost basis. Inventories of finished goods include cost of materials, labor and an appropriate portion of direct overheads.

Inventory items that are considered as essential to ensure continuous plant operations are treated as capital spare parts and are classified as plant and equipment and are depreciated using the depreciation rate relevant to the corresponding plant and equipment.

Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated depreciation except for construction in progress which is stated at cost. Expenditure on maintenance and repairs is expensed, while expenditure for betterments are capitalized. Depreciation is provided over the estimated useful lives of the applicable assets using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining term of the lease. The estimated years of depreciation of the principal classes of assets are as follows:

 
Years

Buildings
33

Plant and equipment
5-20

Catalyst
1-6

Furniture, fixtures and vehicles
4-10


Shared power project under construction
The shared power project is stated at cost less the share of SABIC and its affiliates (collectively “the parties”) in the project. Initially, the total cost incurred for the shared power project is recorded by the Company and the share received from the parties is reduced from the total cost incurred.

Intangible assets
Intangible assets anticipated to provide identifiable future benefits are classified as non-current assets, and are amortized using the straight-line method over their estimated useful lives. Such intangibles assets and their expected amortization periods are as follows:

Employee home ownership (“HOP”) costs
Costs incurred in connection with the construction of employee housing are capitalized with the related assets and are amortized using the straight-line method over a period of five years.

Planned turnaround costs
Planned turnaround costs are deferred and amortized over the period until the date of the next planned turnaround. Should an unexpected turnaround occur prior to the previously envisaged date of planned turnaround, then the previously unamortized deferred costs are immediately expensed and the new turnaround costs are amortized over the period likely to benefit from such costs.

Costs of implementation of SAP Enterprise Resource Planning System (“SAP ERP”)
As per the requirements of SABIC's unified accounting policies, all costs relating to Fanar-SAP ERP implementation are deferred and amortized using the straight-line method over a period of five years.

Impairment
At each balance sheet date, the Company reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

9



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010




If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. Impairment losses are recognized as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately.

Production advances
Amounts received from affiliates in respect of capital advances to finance tangible assets of the Company are included under non-current liabilities and are amortized over the estimated useful lives of the related assets using the straight-line method.

End-of-service indemnities
End-of-service indemnities, required by the Saudi Arabian labor law, are provided in the financial statements based on the employees' length of service.

Employees' home ownership program
The Company has a home ownership program that offers eligible Saudi employees home ownership opportunities.

Unsold housing units constructed for eventual sale to eligible employees are included under property, plant and equipment and depreciated over 33 years.

When the houses are allocated to the employees, the cost of houses constructed and sold to the employees under the program is transferred from property, plant and equipment to other non-current assets. Down payments and installments of purchase price received from employees are set off against the other non-current assets.

The cost of the houses and the related purchase price is removed from other non-current assets when the title to the houses is transferred to the employees, at which time, no significant gain or loss is expected to result to the Company.

Employees' savings plan
The Company maintains an employee saving plan. The contributions from the participants are deposited in a separate bank account and provision is established for the Company's contribution.

Dividends
Dividends are recognised as a liability at the time of their approval by the Board of Directors. Interim dividends are recorded as and when approved by the Board of Directors.

Foreign currency translation
Foreign currency transactions are translated into Saudi Riyals at the rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Saudi Riyals at the exchange rates prevailing at that date. Gains and losses from settlement and translation of foreign currency transactions are included in the statement of income.

Zakat and income tax
The Company is subject to the Regulations of the Department of Zakat and Income Tax ("DZIT") in the Kingdom of Saudi Arabia. Zakat and income tax are provided on an accruals basis and charged to retained earnings. The zakat charge is computed at 2.5% on the zakat base or adjusted net income, whichever is higher. Income tax is computed at 20% of adjusted net income. Any difference in the estimate is recorded when the final assessment is approved, at which time the provision is cleared.


10



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



As per the requirements of the standard issued by the Saudi Organization for Certified Public Accountants, zakat and income tax provisions for mixed companies are presented as a separate item in the statement of partners' equity. Any amount withheld or recovered from partners towards zakat and income tax is added back to the partners' equity.

By-product sales
Sales of by - products are credited to cost of sales.

Technology and innovation
Technology and innovation costs are expensed when incurred.

Leasing
Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to income on a straight-line basis over the term of the operating lease.

3.
CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash, demand deposits, and fixed term deposits with maturities of three months or less from the date of acquisitions. At December 31, 2012 and 2011, cash and cash equivalents are as follows:

 
2012

 
2011

 
SR 000

 
SR 000

Cash and bank balances
175,593

 
114,090

Time deposits
243,750

 
281,250

 
419,343

 
395,340


Cash and bank balances at December 31, 2012 include employees saving plan deposits held in a separate bank account of SR 5.0 million (2011: SR 5.0 million), which are not available to the Company.

4.
INVENTORIES

 
2012

 
2011

 
SR 000

 
SR 000

Finished goods
120,673

 
130,886

Chemicals
31,058

 
21,214

Spare parts and supplies
53,440

 
36,157

Goods in transit
34,853

 
13,471

 
240,024

 
201,728


Inventories at December 31, 2012 are shown net of allowance for obsolescence of SR 12.3 million (2011: SR 12.3 million). The spare parts inventory primarily relates to plant and machinery and, accordingly, this inventory is expected to be utilized over a period exceeding one year.


11



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



5.
OTHER RECEIVABLES AND PREPAYMENTS

 
2012

 
2011

 
SR 000

 
SR 000

Advances to related parties (note 15)
44,711

 
33,926

Prepayments
15,945

 
11,321

Others
5,211

 
11,597

 
65,867

 
56,844


6.
PROPERTY, PLANT AND EQUIPMENT

2012
 
 
 
 
 
 
 
Furniture,

 
 
 
 
 
 
 
Plant and

 
 
 
fixtures and

 
Construction

 
 
 
Buildings

 
equipment

 
Catalyst

 
vehicles

 
in progress

 
Total

 
SR 000

 
SR 000

 
SR 000

 
SR 000

 
SR 000

 
SR 000

Cost
 
 
 
 
 
 
 
 
 
 
 
January 1, 2012
311,681

 
2,264,307

 
171,121

 
86,100

 
161,579

 
2,994,788

Additions

 
7,914

 
98

 
1,238

 
86,863

 
96,113

Transfers

 
22,500

 
1,558

 
2,180

 
(26,238
)
 

Disposals

 
(156
)
 

 

 

 
(156
)
December 31, 2012
311,681

 
2,294,565

 
172,777

 
89,518

 
222,204

 
3,090,745

Accumulated depreciation
 
 
 
 
 
 
 
 
 
 
 
January 1, 2012
224,279

 
1,842,464

 
121,445

 
75,913

 

 
2,264,101

Charge for year
9,518

 
79,156

 
19,893

 
2,691

 

 
111,258

Disposals

 
(151
)
 

 

 

 
(151
)
December 31, 2012
233,797

 
1,921,469

 
141,338

 
78,604

 

 
2,375,208

Net book value
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
77,884

 
373,096

 
31,439

 
10,914

 
222,204

 
715,537



12



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



2011
 
 
 
 
 
 
 
Furniture,

 
 
 
 
 
 
 
Plant and

 
 
 
fixtures and

 
Construction

 
 
 
Buildings

 
equipment

 
Catalyst

 
vehicles

 
in progress

 
Total

 
SR 000

 
SR 000

 
SR 000

 
SR 000

 
SR 000

 
SR 000

Cost
 
 
 
 
 
 
 
 
 
 
 
January 1, 2011
311,568

 
2,187,052

 
141,154

 
80,383

 
35,614

 
2,755,771

Additions

 
65,182

 
27,093

 
1,496

 
145,108

 
238,879

Transfers
113

 
12,073

 
2,874

 
4,221

 
(19,143
)
 
138

December 31, 2011
311,681

 
2,264,307

 
171,121

 
86,100

 
161,579

 
2,994,788

Accumulated depreciation
 
 
 
 
 
 
 
 
 
 
 
January 1, 2011
215,399

 
1,747,798

 
68,858

 
73,446

 

 
2,105,501

Charge for year
9,528

 
94,666

 
52,587

 
2,467

 

 
159,248

Transfers
(648
)
 

 

 

 

 
(648
)
December 31, 2011
224,279

 
1,842,464

 
121,445

 
75,913

 

 
2,264,101

Net book value
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
87,402

 
421,843

 
49,676

 
10,187

 
161,579

 
730,687


The Company has renewed its industrial land lease agreement with the Royal Commission for Jubail and Yanbu for a period of 10 years commencing from 1 Jumada 'I, 1432H (April 5, 2011).

At December 31, 2012 and 2011, construction in progress mainly represents costs incurred and advances paid in respect of catalyst housing units under construction, POM and the shared power project.

POM project under construction
The POM project under construction at December 31, 2012 amounted to SR 160.6 million (2011: SR 114.9 million). This comprises of costs incurred by the Company for the construction of the POM plant and related facilities at Jubail Industrial City, Kingdom of Saudi Arabia. Construction related costs at December 31, 2012 and 2011, comprise of construction costs under various agreements and directly attributable costs to bring the asset to the location and condition necessary for it to be capable of operating in a manner intended by the management. Directly attributable costs mainly include employee benefits, licensing fees and engineering costs.


13



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



Shared power project under construction
During 2012, the Company entered into an agreement (for front end engineering design phase) with SABIC and its affiliates for the shared power project to facilitate the Company's POM project and existing Methanol and MTBE plants. The total cost incurred, provisional share of the parties, share of the POM project, and cost attributable to existing Methanol and MTBE plants recorded in construction in progress are as follows:
 
2012
 
SR 000
Total cost incurred for the shared power project
48,132

Less: provisional share of the parties
(40,032
)
Total cost attributable to the Company
8,100

 
 
Share attributable to the POM project under construction
7,546

 
 
Share attributable to existing Methanol and MTBE plants
554


Agreement for next phase of the shared power project under construction is currently under negotiation between the Company and the parties.

7.
INTANGIBLE ASSETS

2012
 
Employee

 
 
 
 
 
 
 
home

 
 
 
Software

 
 
 
ownership

 
Turnaround

 
development

 
 
 
costs

 
costs

 
costs

 
Total

 
SR 000

 
SR 000

 
SR 000

 
SR 000

Cost
 
 
 
 
 
 
 
January 1, 2012
5,877

 
269,719

 
18,963

 
294,559

Additions

 
21,937

 

 
21,937

December 31, 2012
5,877

 
291,656

 
18,963

 
316,496

Accumulated amortization
 
 
 
 
 
 
 
January 1, 2012
3,752

 
210,116

 
17,585

 
231,453

Charge for the year
1,175

 
49,172

 
161

 
50,508

December 31, 2012
4,927

 
259,288

 
17,746

 
281,961

Net book value
 
 
 
 
 
 
 
December 31, 2012
950

 
32,368

 
1,217

 
34,535



14



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



2011
 
Employee

 
 
 
 
 
 
 
home

 
 
 
Software

 
 
 
ownership

 
Turnaround

 
development

 
 
 
costs

 
costs

 
costs

 
Total

 
SR 000

 
SR 000

 
SR 000

 
SR 000

Cost
 
 
 
 
 
 
 
January 1, 2011
4,359

 
218,652

 
17,585

 
240,596

Additions
1,518

 
51,067

 
1,378

 
53,963

December 31, 2011
5,877

 
269,719

 
18,963

 
294,559

Accumulated amortization
 
 
 
 
 
 
 
January 1, 2011
2,129

 
182,146

 
17,585

 
201,860

Charge for the year
1,623

 
27,970

 

 
29,593

December 31, 2011
3,752

 
210,116

 
17,585

 
231,453

Net book value
 
 
 
 
 
 
 
December 31, 2011
2,125

 
59,603

 
1,378

 
63,106


8.
OTHER NON-CURRENT ASSETS

 
2012

 
2011

 
SR 000

 
SR 000

Employee home ownership receivables
15,623

 
19,485

Others
1,780

 
1,438

 
17,403

 
20,923


9.
BANK FACILITIES

The Company has bank facilities amounting to SR 187.5 million from a local commercial bank for overdraft, short term loans, letters of credit, guarantees etc. and bearing interest at commercial rates. The amount utilized at December 31, 2012 amounted to SR 24.9 million (2011: Nil).

10.
ACCOUNTS PAYABLE

 
2012

 
2011

 
SR 000

 
SR 000

Trade accounts payable
11,541

 
11,125

Due to related parties (note 15)
59,376

 
28,839

 
70,917

 
39,964



15



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



11.
ACCRUED AND OTHER CURRENT LIABILITIES

 
2012

 
2011

 
SR 000

 
SR 000

Suppliers' accruals (note 15)
406,838

 
408,198

Technology and innovation costs (note 14,15)
1,557

 
1,331

Zakat and income tax (note 13)
117,875

 
141,887

Withholding tax
14,402

 
14,325

Others
30,179

 
12,323

 
570,851

 
578,064


12.
NON-CURRENT LIABILITIES

 
2012

 
2011

 
SR 000

 
SR 000

End-of-service indemnities
106,447

 
107,760

Employees' savings plan (note 17)
9,551

 
9,559

Employees' early retirement

 
2,946

Other deferred credits
5,682

 
6,309

 
121,680

 
126,574


The movement in end-of-service indemnities provision is as follows:

 
2012

 
2011

 
SR 000

 
SR 000

January 1
107,760

 
96,244

Additional provision for the year
14,806

 
14,669

Utilization of provision
(16,119
)
 
(3,153
)
December 31
106,447

 
107,760



Other deferred credits represent capital advances received from two affiliated companies for their share of the capital cost of a commonly used Truck Loading Facility which is owned and managed by the Company. These advances are being amortized to income over a period of twenty years, which approximates the period over which the related assets are depreciated by the Company.


16



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



13.
ZAKAT AND INCOME TAX

The principal elements of the zakat base are as follows:

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Non-current assets
767,475

 
814,716

 
743,026

Spare parts and supplies
53,440

 
36,157

 
80,952

Non-current liabilities
121,680

 
126,574

 
111,383

Opening partners' equity
1,226,623

 
1,148,379

 
1,235,866

Dividends paid
2,161,299

 
1,845,995

 
1,368,130

Net income
2,505,688

 
2,179,229

 
1,460,075


Some of these amounts have been adjusted in arriving at the zakat charge for the year.

The movement in zakat and income tax provision is as follows:

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Zakat
 
 
 
 
 
January 1
28,601

 
19,806

 
16,495

Provision for the year
33,043

 
28,601

 
19,806

(Over)/under provision for the prior year
(13
)
 
(52
)
 
40

Payments during the year
(28,588
)
 
(19,754
)
 
(16,535
)
December 31
33,043

 
28,601

 
19,806


 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Income tax
 
 
 
 
 
January 1
113,286

 
53,319

 
14,944

Provision for the year
254,604

 
226,385

 
150,740

(Over)/under provision for the prior year
(23
)
 
56

 
8,846

Payments during the year
(283,035
)
 
(166,474
)
 
(121,211
)
December 31
84,832

 
113,286

 
53,319


The charge for the year for zakat and income tax is as follows:
 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Zakat for the current year
33,043

 
28,601

 
19,806

(Over)/under provision of zakat for the prior year
(13
)
 
(52
)
 
40

Income tax for the current year
254,604

 
226,385

 
150,740

(Over)/under provision for income tax for the prior year
(23
)
 
56

 
8,846

Charged to retained earnings
287,611

 
254,990

 
179,432



17



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



Outstanding assessments

Zakat and income tax assessments have been finalized with DZIT up to 2004.

During 2012, the DZIT has withdrawn the 2004 assessment. The DZIT demanded the Company to pay SR 1,914 as final settlement for the 2004 assessment which was paid by the Company during 2012.

During 2011, the DZIT issued assessments for the years 2005 and 2006 demanding additional income tax, zakat, delay fine and withholding tax amounting to SR 6.4 million. Additionally, during 2012, the DZIT issued revised assessments for the years 2005 and 2006 demanding additional income tax, zakat, delay fine and withholding tax amounting to SR 7.9 million. The Company is currently reviewing the additional assessment received for the years 2005 and 2006.

Additional liabilities that may become payable in connection with zakat, income taxes, delay fines and costs related to the appeals will be borne by the partners of the Company.
    
The DZIT did not issue assessments for the year 2007 onwards as these years are in process by the DZIT.

14.    GENERAL AND ADMINISTRATIVE EXPENSES

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Employee benefits
11,106

 
7,684

 
5,602

Technology and innovation (note 15)
9,995

 
10,245

 
8,282

Depreciation
221

 
10

 
10

Other
4,117

 
2,282

 
2,441

 
25,439

 
20,221

 
16,335


15.
RELATED PARTY TRANSACTIONS AND BALANCES

Product sales are made to the Marketer. Trade receivables at December 31, 2012 and 2011 mainly represent receivables from the Marketer.

Certain feedstock material is purchased from the related parties. During 2012 such feedstock material purchased amounted to SR 17.9 million (2011: SR 15.5 million) (2010: SR 15.6 million).

By-product sales are made to the related parties. During 2012 by-product sales amounted to SR 100.8 million (2011: SR 82.8 million) (2010: SR 51.0 million).

All procurement services, including warehousing, transporting and arranging for delivery of materials related to the Company's spare parts, supplies and materials are provided by SABIC under the terms of the procurement services agreement entered between the Company and SABIC. Procurement services are provided by SABIC through the Shared Services Organization (SSO). SABIC charged the Company SR 4.2 million in 2012 (2011: SR 5.8 million) (2010: SR 4.7 million) as procurement services fees.

Advances to the related parties included under other receivables and prepayments represent advances to SSO.

In addition to procurement services, SSO provides accounting, human resources, information technology, engineering, and other general services to the Company. The total amount charged in respect of these services was SR 13.0 million in 2012 (2011: SR 9.9 million) (2010: SR 8.8 million).

SABIC Terminal Services Limited (Sabtank) provides shipping and material handling services to the Company. The total service

18



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



fee charged by the related party in this respect amounted to SR 12.7 million in 2012 (2011: SR 7.6 million) (2010: SR 6.0 million).

The partners also provide the Company with certain required technical, research and development, administrative and other services in accordance with executed agreements. The Company has a Technology and Innovation Service agreement with SABIC, under which SABIC provides research and development services to the Company. The Company is required to pay an annual fee under the agreement, which is calculated at one percent of Methanol sales plus the lesser of US $1 million or one percent of MTBE sales. A summary of the amounts charged by the partners is as follows:

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

SABIC - for technology and innovation services
9,995

 
10,245

 
8,282


During 2012, related parties incurred SR 13.4 million (2011: SR 29.4 million) (2010: SR 12.2 million) in relation to the POM and the shared power project which is reimbursable on an actual basis.

During 2012, the Company charged SABIC SR 12.5 million (2011: Nil) (2010: Nil) on account of SABIC's share in common utilities of the POM project under construction.

Suppliers' accruals included under accrued and other current liabilities include amounts payable to the related parties amounting to SR 21.7 million (2011: SR 4.8 million) (2010: SR 5.5 million).

16.
OPERATING LEASE ARRANGEMENTS

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Charges under operating leases recognized as an expense during the year
15,748

 
7,636

 
6,206


Operating lease charges represent rentals payable for vehicles, properties and land. Rentals are fixed at the start of each lease term for a period of 4 years for vehicles and 1 to 2 years for properties.

17.
EMPLOYEES' SAVING PLAN

The Company administers a saving plan covering substantially all of the Company's employees. Participating employees may elect to contribute 1 to 15 percent of their basic salary. The Company matches cumulative employee contributions at a rate which increases by 10 percent each year until completion of ten years of participation, at which time Company's cumulative contributions equal the employee's cumulative contributions. The Company's contributions to the saving plan are accrued monthly and are not funded.

Employees are always fully vested in their contribution. The employees are fully vested in the Company's accruals generally after one year of participation in the plan. Employees may withdraw their contribution at any time under certain conditions, and have the option to repay such withdrawals. All fully vested amounts are payable to the employees upon retirement or termination of participation in the plan. Upon completion of ten years participation in the plan, Saudi employees may elect to continue their participation or to collect all fully vested amounts and to rejoin the plan as if for the first time.

18.
STATUTORY RESERVE

In accordance with Regulations for Companies in Saudi Arabia, the Company has established a statutory reserve by appropriation of 10% of net income until the reserve equaled 50% of the share capital. This reserve is not available for dividends distribution.


19



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



19.
RISK MANAGEMENT

Financial instruments carried on the balance sheet principally include cash and cash equivalents, accounts receivable from related parties and other receivables, accounts payable and accrued and other current liabilities.

Credit Risk is the risk that one party will fail to discharge its obligation and will cause the other party to incur a financial loss. Receivables are generally from related parties. Cash is substantially placed with banks with sound credit ratings. Trade accounts receivable are carried net of provision for doubtful debts, if any.

Interest Rate Risk is the risk that the value of financial instruments will fluctuate due to changes in the market interest rates. The Company has no significant interest bearing long term assets or liabilities.

Liquidity Risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at an amount close to its fair value. Liquidity risk is managed by monitoring on a regular basis that sufficient funds are available to meet any future commitments.

Currency Risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Management monitors the fluctuations in currency exchange rates and manages their effect on the financial statements accordingly.

Fair Value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm's length transaction. As the Company's financial instruments are compiled under the historical cost convention, differences can arise between their book values and fair value estimates. Management believes that the fair value of the Company's financial assets and liabilities are not materially different from their carrying values.

20.
CONTINGENCIES AND CAPITAL COMMITMENTS

The Company was contingently liable for bank guarantees issued on behalf of the Company in the normal course of business amounting to SR 2.0 million (2011: SR 2.0 million) (2010: Nil).

At December 31, the Company had the following capital commitments:
 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Commitments for acquisition of property, plant and equipment
234,880

 
136,815

 
172,380


21.
COMPARATIVE FIGURES

Certain prior year figures have been reclassified to conform with the current year's presentation. Such reclassifications have no impact on the Company's net income and the partners' equity.

22.
SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN ACCOUNTING STANDARDS ISSUED BY THE SAUDI ORGANIZATION FOR CERTIFIED PUBLIC ACCOUNTANTS (SAUDI GAAP) AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES (US GAAP)

The Company is a Saudi limited liability company registered in the Kingdom of Saudi Arabia and prepares its financial statements in accordance with Saudi GAAP. Saudi GAAP varies in certain respects from US GAAP. The material differences between accounting principles, practices and methods under Saudi GAAP and US GAAP and their effect on net income and partners' equity for the years ended December 31, 2012, 2011 and 2010 are presented below, with an explanation of the adjustments. There are no material effects on the balance sheets or the statements of cash flows under Saudi GAAP for the purposes of reconciliation to US GAAP. In addition, comprehensive income under Saudi GAAP is the same as net income.


20



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



(a)
Reconciliation of net income

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Net income under Saudi GAAP
2,505,688

 
2,179,229

 
1,460,075

Adjustments:
 
 
 
 
 
(i) Zakat and income tax
(287,611
)
 
(254,990
)
 
(179,432
)
(ii) Deferred tax
11,015

 
6,070

 
6,140

(iii) Actuarial valuation adjustments for end of service indemnities
(14,331
)
 
337

 
2,881

(iv) Other
(435
)
 
3,044

 
(1,016
)
Net income under US GAAP
2,214,326

 
1,933,690

 
1,288,648


(b)
Reconciliation of partners' equity

 
2012

 
2011

 
2010

 
SR 000

 
SR 000

 
SR 000

Partners' equity under Saudi GAAP
1,283,401

 
1,226,623

 
1,148,379

(ii) Deferred tax
23,078

 
12,063

 
5,993

(iii) Actuarial valuation adjustments for end of service indemnities
(98,988
)
 
(78,751
)
 
(31,481
)
(iv) Other
(9,208
)
 
(8,773
)
 
(11,817
)
Partners' equity under US GAAP
1,198,283

 
1,151,162

 
1,111,074


(c)
Summary of reconciling items to US GAAP

(i)
Zakat and income tax

Under Saudi GAAP, companies with both Saudi and foreign shareholders (commonly referred to as mixed companies) are required to present income tax and zakat as a separate line item in the statement of partners' equity. However, under US GAAP, income tax and zakat are viewed as expenses attributable to the Company's operations.  Accordingly, income tax and zakat are recognized in the statements of income.

(ii)
Deferred tax

The Company has not recognized deferred income tax under Saudi GAAP. Under US GAAP, deferred tax assets and deferred tax liabilities are recognized for future tax consequences of events, which have been recognized in an entity's financial statements or tax returns. The Company recognized deferred tax assets and liabilities for the portion of temporary differences subject to income tax, that is, the portion of the taxable income attributable to the foreign partner. Deferred tax assets and liabilities attributable to zakat, which is also considered as a tax based on income, are not material and, as such, have not been recorded.

(iii)
Actuarial valuation adjustment for end of service indemnities (“EOSI”)

Under Saudi GAAP, the Company's EOSI obligations is calculated as the current amount of the aggregate vested benefits to which each employee is entitled, assuming each employee had left the Company at the balance sheet date. However, under US GAAP, EOSI is deemed to be a defined benefit plan, and requires recognition of a liability, known as projected benefit obligation, for the actuarial present value as of the balance sheet date of all benefits attributed by the benefit formula to employee services prior to that date. Since EOSI is unfunded, under US GAAP, a liability is recognized equal to the projected benefit obligation. Net periodic pension costs comprise of service

21



NATIONAL METHANOL COMPANY (IBN SINA)
(A SAUDI LIMITED LIABILITY COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010



costs, interest costs, and gains and losses. In addition, gains or losses that are not recognized immediately as a component of net periodic pension cost are recognized as increases or decreases in other comprehensive income/loss as they arise, and subsequently amortized to income using the corridor approach.

(iv)
Other

Other adjustments include the impact on net income and partners' equity primarily for intangible assets capitalized under Saudi GAAP which should be expensed under US GAAP, interest-free loans to employees recorded at historical cost under Saudi GAAP that are recorded at amortized cost under US GAAP and certain items of property, plant and equipment which are capitalized under Saudi GAAP which should be expensed as incurred under US GAAP.


22