Sipchem Annual Report 2013 English
Sipchem Annual Report 2013 English
Sipchem Annual Report 2013 English
www.sipchem.com
a n n u a l r e p o r t 2 013
Al-Khobar
P. O. Box 130
Al-Khobar 31952
Tel : 013 801 0111
Fax : 013 801 0222
Jubail
P. O. Box 12021
Jubail Industrial City 31961
Tel : 013 359 9999
Fax : 013 358 8182
Riyadh
P. O. Box 9478
Riyadh 11413
Tel : 011 203 7736
Fax : 011 203 7738
TABLE
of contents
5
7
11
13
67
Chairmans Message
Board of Directors
CEOs Message
Board of Directors Annual Report
Consolidated Financial Statements
EXCELLENCE in
nature
Arabian Horse is known to be the oldest and the first domesticated breed
of horse originally bred in the Middle East by the Bedouins. Quick learners, alert
and sensitive the Arabians are today considered the breed of excellence in the
endurance world because of their stamina and agility.
CHAIRMANS message
BOARD of directors
10
11
EXCELLENCE in
nature
Saker Falcon of Saudi Arabia is valued both for its outstanding beauty and its
ability to withstand adverse weather conditions. With an amazingly acute vision, this
bird can identify prey at a distance of several kilometres. Flying at speeds of over
100 km/hour, approaching 200 km/hour during dives, this bird exemplifies natures
excellent creations.
10
CEOS message
SR 620 million
2013 net profit
is up by 3% on last
years result
I am pleased to report to you that Sipchem continued its strong overall performance in the 2013
calendar year. This achievement is highlighted by excellent total shareholder returns, increased
profits, operational excellence, and the realization of our sustainability objectives.
Throughout 2013 we continued to focus on
planned organic growth through strategic
investments and par tnerships. We also entered
into negotiations for a possible merger with
Sahara Petrochemical Company. This merger,
if successful, will significantly transform our
business by providing us with a stronger
platform to expand our activities both within
and outside of the Kingdom. Feasibility studies
including technical, financial and regulator y are
underway and the results of these studies will
be shared with the respective boards in due
course.
11
Operational Excellence
Operational excellence continues to be the
cornerstone of our business and Responsible Care
is at its heart. In addition, performance review and
optimization programs were undertaken throughout
2013 to ensure that all of our functions are effective,
efficient and best in class.
Sustainability
Our commitment, to our employees, shareholders
and the communities and countries where we work,
to operate safely and responsibly, remains steadfast.
Ahmad A. Al-Ohali
Chief Executive Officer
12
13
BOARD OF DIRECTORS
annual report for the year 2013
EXCELLENCE in
nature
The Arabian Oryx are considered the most specialised of the species as they
can trap body heat in their thick undercoats to keep warm while their legs darken in
the winter to absorb more heat. What takes this natures marvel to another level of
excellence is its uncanny ability to detect water from miles away.
14
DESCRIPTION of the
companys activities
15
DESCRIPTION of
sipchems affiliates
16
17
18
19
20
21
22
23
SR 225 million
INVESTED BY SIPCHEM TO
ESTABLISH THIS CENTER
WHICH WILL INCLUDE 37
LABORATORIES TO COVER
ALL FIELDS OF RESEARCH
AND DEVELOPMENT
Sipchems strategies
Sipchem studies available investment opportunities in order to maximize profits of the company and
shareholders in accordance with the strategic plans adopted by the company and Board of Directors
since the establishment of the company. This is done within the framework of a clear strategy for the
Kingdom of Saudi Arabia which has placed great importance on industrial development to further the
enhancement of Saudi industries on par with high quality global standards prevalent among industrial
nations. In order to achieve these plans, the Board of Directors adopted a number of long and short
term programs and projects that will lead the company to achieve excellent performance that pushes it
to the top of global companies operating in this area.
24
25
in the petrochemical sector in Saudi Arabia that will result in more competitive and stronger capabilities that
will be able to increase their investment in new projects in the Kingdom and at the global level. This would
also provide further growth opportunities for both management and staff and would reflect as an added
value for shareholders.
The two companies have agreed that if the proposed merger is accomplished, it will be based on the
exchange of shares of the companies whereby Sahara Petrochemicals Company will become, after the
completion of the proposed merger, a Sipchem affiliate. The company will be issued, under the terms of
the proposed merger, an equivalent of 0.685 new shares in the company in exchange for each issued share
in the Sahara Company. Therefore, in accordance with the agreed exchange rate, the companies agreed if
the proposed merger is completed, the company will issue 300,574,575 new shares for the shareholders
of the Sahara Company against all issued shares from Sahara Company. The total number of issued shares
in the company after the completion of the proposed merger will be 667,241,241 and a capital of SR
6,672,412,410 noting that the current number of shares is 366,666,666 with a capital of SR 3,666,666,660.
The memorandum does not constitute an offer, declaration or intention to make an offer by Sipchem to
the shareholders of the company or its board of directors. But Sipchem and the Sahara Company agreed
under the memorandum on further cooperation in completing the verification, survey, financial, technical,
commercial, and legal studies. The two companies also agreed upon the approval of the plan of merger
studies, corporate governance and business plan of the group after the merger, and the preparation of
documents necessary for the implementation of the proposed merger. The two companies intend to, in the
event of subsequent proposed merger agreement, sign a merger agreement that specifies possible offer to
the shareholders of the company and its board of directors (the merger). The two companies will continue
their work and to trade as usual until the completion of the proposed merger.
The two companies currently intend to complete the studies related to the proposed merger. They also
intend to sign a merger agreement during the first half of 2014. The memorandum comes to an end with
the signing of the merger agreement by the two companies or by providing a notice by any one of the two
companies to the other wishing to terminate studies, whatever the case may be.
Signing the MOU does not mean that an agreement has been made for the proposed merger between the
two companies, but that an offer will be submitted regarding the proposed merger or that it confirms to
terms or other dates for submitting another offer. Even if the two companies later agreed to the proposed
merger, it is expected that the proposed merger is subject to several conditions and endorsements, including
but not limited to gain approval of the Capital Market Authority, the extraordinary general assemblies of the
two companies and the approval of the competent governmental authorities in Saudi Arabia.
26
RISKS OF FINANCING:
- Including the availability of financing, the fluctuation of currency
prices and the financial situation of the affiliated companies which are
mostly dependent on financing
OPERATION RISKS:
- General operation risks
- Risks of the non availability of the basic supply items (feedstock) and
prices fluctuations
- Prices fluctuation
ENVIRONMENTAL RISKS:
- The possibility of imposing more aggressive environmental regulations
or any other general regulations
27
28
29
EXCELLENCE in
nature
The Red Sea is one of the warmest, most spectacular coral reefs outside
Southeast Asia; it provides the perfect saline ecosystem from which reefs are able
to grow. Home to more than 200 soft and hard corals, the Red Seas reefs epitomize
excellence through diversity; in fact, it has the highest diversity of coral reefs than
any other section of the Indian Ocean.
30
FINANCIAL highlights
Sipchem achieved a net profit of SR 620 million in
2013 compared to SR 601 million in 2012. Despite
the reduction of produced quantities due to the
ceasing of operations during the first quarter of
2013 for scheduled regular maintenance, this year
witnessed a slight increase in net profit with a rate
of 3% compared to the previous year. The reason of
this increase is the improvement in prices of some
products, particularly Methanol, in addition to the
reduction in financial costs.
SR 620 million
Below are the financial indicators of the year 2013 compared with the
previous year 2012:
1- The total profit for the year 2013 was SR 1,299 million compared with SR
1,268 million for the previous year; an increase of 2.4%
2- The operational profit for the year 2013 was SR 1,162 million compared
with SR 1,136 million for the previous year; an increase of 2.3%
3- The net profit for the year 2013 was SR 620 million compared with SR 601
million for the previous year; an increase of 3.2%
4- The Earnings Per Share (EPS) was SR 1.69 for 2013 and SR 1.64 for the
previous year
31
2009
2010
2011
2012
2013
2,218
2,426
4,559
4,189
4,475
9,600
9,601
10,066
11,000
12,214
11,818
12,027
14,665
15,189
16,689
903
857
1,317
1,389
1,288
5,083
5,156
6,326
6,665
7,980
5,832
6,014
7,022
7,135
7,421
11,818
12,027
14,665
15,189
16,689
Net profits
141
378
706
601
620
0.38
1.03
1.93
1.64
1.69
Total assets
Total current liabilities
B) Development of sales, income from operations and net profit for the
past five years: (million saudi riyals)
SALES
INCOME FROM OPERATIONS
4,006
3,922
NET PROFIT
+2%
3,324
1,993
830
1,302
168
141
2009
+2%
706
378
2010
1,162
1,136
764
601
2011
2012
620
+3%
2013
C) Development of Assets and Shareholders Equity for the past five years:
(million saudi riyals)
16,689
15,189
14,665
5,630
4,921
2009
SHAREHOLDERS EQUITY
12,027
11,818
4,922
ASSETS
2010
5,626
2011
5,793
2012
2013
32
The main reason for the increase of the financial results for the year 2013 compared with the year
2012 was mainly due to the improvement of prices of some products, particularly Methanol, despite the
reduction of produced quantities due to the ceasing of operations during the first quarter of 2013 for
scheduled regular maintenance.
Details
2013
2012
Changes +/-
Change %
Total Profit
1,299
1,268
+31
2.4%
Operational Profit
1,162
1,136
+26
2.3%
620
601
+19
3.2%
Net profit
4%
Europe
Inside Sales
42%
28%
26%
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
5 years
1,800
1,800
1,800
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
Commercial Banks
(note 1)
9.6 years
535
310
(310)
Commercial Banks
10.6 years
325
255
255
Lending Entity
Islamic Sukuk
Lending Entity
Note 1: During 2013, the loan was re-scheduled by the commercial banks.
33
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
8 years
146
42
(42)
Commercial Banks
10.6 years
484
484
(18)
466
Commercial Banks
12.6 years
524
140
140
SIDF
8.3 years
400
300
(300)
PIF
8.6 years
431
145
(145)
undefined
undefined
187
(160)
27
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
9.6 years
810
618
(618)
12.5 years
618
618
(3)
615
9.8 years
400
350
(40)
310
PIF
11.4 years
769
577
(77)
500
Partners
undefined
undefined
698
75
773
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
9.6 years
466
355
(355)
12.5 years
355
355
(2)
353
9.8 years
400
350
(40)
310
PIF
11.4 years
439
329
(44)
285
Partners
undefined
undefined
536
536
Lending Entity
Commercial Banks (note 2)
Partners
Note 2: During 2013, the loan was re-scheduled by the commercial banks.
Lending Entity
Commercial Banks (note 3)
Commercial Banks
SIDF
Note 3: During 2013, the loan was re-scheduled by the commercial banks.
Lending Entity
Commercial Banks (note 4)
Commercial Banks
SIDF
Note 4: During 2013, the loan was re-scheduled by the commercial banks.
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
9.6 years
80
61.4
(61.4)
+Commercial Banks
8.5 years
61.4
61.4
(0.3)
61.1
SIDF
9.8 years
400
330
(50)
280
PIF
11.4 years
143
107
(14)
93
Partners
undefined
undefined
369
369
undefined
undefined
13
13
Lending Entity
Note 5: During 2013, the loan was re-scheduled by the commercial banks.
34
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
Lending Entity
Loan Term
Value of
Loan
Partners
undefined
undefined
95
99
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
Lending Entity
Loan Term
Value of
Loan
+Commercial banks
14.6 years
704
531
173
704
SIDF
11 years
600
300
180
480
PIF
14 years
704
704
704
Partners
undefined
undefined
162
165
undefined
undefined
209
(48)
161
Loan Term
Value of
Loan
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
SIDF
9.6 years
165
72
72
SIDF
9.9 years
257
98
98
3 years
300
300
300
undefined
undefined
47
238
285
Balance at
2013 start
Withdrawing
during 2013
Total
repayments
during 2013
Balance at
2013 end
Lending Entity
+Commercial banks
Partners
Lending Entity
Loan Term
Value of
Loan
Partners
undefined
undefined
37
38
75
undefined
undefined
76
(12)
64
35
116
21
INTERNAL AUDIT
36
Board of directors
1- The Composition of the Board of Directors:
Sipchem has the privilege of having a highly experienced Board of Directors with full relevant knowledge to
explore the appropriate opportunities that help develop the companys core business activities. The Board
is composed of eleven members elected by the General Assembly Meeting on 03/12/2013 and its term will
last for 3 years. The business of the current session started on 10/12/2013 and will last until 09/12/2016.
The members are classified according to the definition as contained in article two of the companies
governance code issued by the Capital Market Authority in the Kingdom of Saudi Arabia as follows:
No.
37
Name
Responsibilities
Membership type
Notes
Board Chairman
Non-executive
Managing Director
and CEO
Executive
Member
Non-executive
Member
Non-executive
Member
Non-executive
Member
Non-executive
Member
Non-executive
Member
Independent
Membership begins
on 10/12/2013
Member
Independent
Membership ends
on 09/12/2013
10
Member
Independent
11
Member
Independent
12
Member
Independent
38
39
Name
10
11
N/A
12
N/A
Name
First
16/3/2013
Second
04/6/2013
Third
24/9/2013
Fourth
Fifth
Total
03/12/2013 11/12/2013 attendance
10
11
12
- Membership of Dr. Saleh H. Al-Humaidan (Representative of The Arab Investment Company) ended by the end of
board session on 09/12/2013.
- Membership of Mr. Ibrahim H. Al-Mazyad (Representative of the Arab Investment Company) began with the board
session on 10/12/2013.
40
4- Description of any benefits for Board members, their wives and children below eighteen
years in shares or debt instrument in Sipchem:
Shares on
1 January 2013
Shares on
31 December 2013
Name
No.
No.
Net
Change
Change
%
First class
relative
ownership
and
changes
150,000
0.041%
186,600
0.051%
36,600
24%
N/A
1,000,000
0.273%
700,000
0.191%
- 300,000
- 30%
N/A
1,101,000
0.300%
1,001,000
0.273%
- 100.000
- 9.1%
N/A
289,000
0.079%
289,525
0.079%
525
0.2%
N/A
30,000
0.008%
30,000
0.008%
0%
N/A
50,000
0.014%
50,000
0.014%
0%
N/A
8,305,000
2.265%
8,305,000
2.265%
0%
N/A
6,111,342
1.667%
6,111,342
1.667%
0%
N/A
48
0%
48
0%
0%
N/A
0%
0%
0%
N/A
0%
0%
0%
N/A
0%
0%
0%
N/A
5- Description of any benefits to senior executive management and children below 18 years
in shares or debt instruments in Sipchem:
Shares on
1 January 2013
Name
No.
No.
Net
Change
Change
%
First class
relative
ownership
and changes
11,000
0.003%
11,000
0.003%
0%
N/A
11,000
0.003%
0%
- 11,000
- 100%
N/A
7,949
0.0021%
0%
- 7,949
- 100%
N/A
50
0%
50
0%
0%
N/A
0%
0%
0%
N/A
28,152
0.0076%
28,152
0.0076%
0%
N/A
41
Shares on
31 December 2013
Shares on
31 December 2013
No.
No.
Net
Change
Change
%
35,549,375
9.70%
35,549,375
9.70 %
0%
30,520,910
8.32%
30,295,377
8.26 %
- 225,533
- 0.74%
28,405,514
7.75%
28,405,514
7.75 %
0%
5.25%
19,250,000
5.25 %
0%
Name
8- Rewards and compensations for the board members and senior executives:
The below table shows the rewards and compensations paid to the board members and senior executives
who have received the highest rewards and compensations from the company including the CEO and the
General Manager of Finance during the year 2013:
(Saudi Riyal)
Details
Non-executive
board members/
independent
Executive board
members
8,388,356
19,000
196,749
200,000
2,000,000
2,019,993
Incentive plans
Allowances
Periodic and annual rewards
42
BOARD committees
1- The Audit Committee
The Audit Committee is composed of three members. One of the members is a board member while
the other two members who are experienced and specialized in the financial affairs are nominated from
outside the Board of Directors.
The Audit Committee supervises the management of the Internal Audit Department and recommends
to the Board of the Directors the assignment of the chartered accountants and determines their
responsibilities, proposes their annual fees and follows up the audit plan. The committee also regularly
reviews the financial systems and the risks in the company, compliance with legal requirements, statutory,
accounting rules on the basis of the regulations of the Capital Market Authority (CMA) and its executive
regulations. The responsibilities of the committee include the review of the preliminary and annual financial
statements of the company before submission to the Board of Directors and study of the accounting
policies and making recommendations thereof to the board. The committee has held three meetings
during the year 2013. The Audit Committee of the boards new session which began on 10/12/2013 was
constituted as per the following table:
Identity
Membership begins
on 10/12/2013
Membership ends
on 09/12/2013
Date of meetings:
43
No.
Meeting
Date of Meeting
First
12/02/2013
Second
09/10/2013
Identity
Committee chairman
Committee member
Committee member
Committee member
Membership begins
on 10/12/2013
Committee member
Membership begins
on 10/12/2013
Committee member
Membership ends
on 09/12/2013
Committee member
Membership ends
on 09/12/2013
Date of meetings:
No.
Meeting
Date of Meeting
First
07/11/2013
Second
19/12/2013
44
Identity
Committee chairman
Committee member
Committee member
Committee member
Committee member
Membership begins
on 10/12/2013
Committee member
Membership begins
on 10/12/2013
Committee member
Membership ends
on 09/12/2013
Committee member
Membership ends
on 09/12/2013
Date of meetings:
45
No.
Meeting
Date of Meeting
First
17/04/2013
Second
28/05/2013
Third
10/06/2013
46
PENALTIES
There are no penalties or disciplinary actions imposed on the company by the Capital Market Authority
(CMA) or any other supervisory, regulatory or jurisdictional entity. Sipchem has entered into dispute with the
construction contractor of Sipchem Technology & Creative Exchange (STCE) building at Al Dhahran after
abrogation of construction contract. This dispute has been referred to Saudi judgment; also despite progress
of litigation Sipchem and the contractor are reviewing and negotiating to settle this dispute but in vain.
Recently, the arbitration body assigned an engineering company to inspect the site and estimate the amount
of operations achieved by the Contractor. Sipchem expects that it will not be obliged to fulfill any payment
with the except for the payments due for the operations accomplished by the Contractor.
47
Assembly
meeting date
16/03/2013
Extraordinary
General
Assembly
03/12/2013
Ordinary
General
Assembly
Attendance %
Resolution adopted
63%
62%
48
Based on our core values which emphasize commitment to the highest ethical standards, ensures full
impartiality and trust-based work and responsibility. As justice is an essential axis in building communities, and
a strong motivation for building, advancement and progress, Sipchem has committed itself to the principle of
fairness in the financial market through the availability of company information to all market parties, individuals
and companies without discrimination. Also all are subject to the rules and regulations without distinction. To
this end, Sipchem Governance Regulation supports the content of the principle of disclosure and transparency
in accordance with the concept of corporate governance and financial market authority regulations and in
accordance with the companies law and the Statute of the company.
Sipchem is fully committed to achieve the principle of justice in regards to providing the appropriate
information to enable shareholders and investors to take their investment decisions depending on adequate
and correct information. Sipchem has taken many measures to guarantee the shareholders rights to obtain
information through the CMA Tadawul website and the company website www.sipchem.com
Sipchem also provides comprehensive information about company activities and business through the Annual
Report, periodic financial statements and dividends distribution procedures.
The company is also keen to communicate with its shareholders, answer all their queries and provide them
the requested information in a timely manner. Sipchem has also provided remote-vote technology to give the
opportunity to shareholders who were unable to attend the meeting of the General Assembly to vote on
assembly agenda sections.
49
CORPORATE governance
Corporate governance protects shareholder rights and
mitigates the risk of bankruptcy. Sipchem has applied all
the mandatory regulations as included in the Corporate
Governance list issued by the Capital Market Authority
(CMA), particularly the commitment to best practices
that protect the shareholders rights and reinforce the
companys commitment to declaration and transparent
standards including the establishment of a company
database through its electronic site that enables its
eligible shareholders, who have not received their
dividends for the previous year.
Sipchem has prepared its governance code according to the requirements of Article (10) paragraph (C)
of the corporate governance regulation issued by the Capital Market Authority and in compliance with the
listing and inclusion regulations and the company by-laws.
Sipchem has adopted the conflicts of interest policy according to the requirements of Article (10)
paragraph (B) of the corporate governance regulation issued by the Capital Market Authority and
in compliance with provisions of the Capital Market Authority Regulations. Sipchem has applied all
articles of corporate governance with the exception of the article below:
Article
(6)
Voting Rights
(12)
Composition
of the Board of
Directors
Paragraph
Action
N/A
N/A
50
Interested parties are the major shareholders of the group, the board of directors members, major officials
and controlling or controlled establishments thereby. Below are the most important deals with the interested
parties during the year:
The foreign partners (Arabic Japanese Methanol Company Ltd. and Helm Arabic and Partners Ltd.) have
marketed a portion of the Groups products for the company. The total sale of foreign partners was SR 1,710
million (2012: SR 1,796 million).
International Diol Company, one of Sipchems Affiliates, has purchased some fixed assets from Devy Process,
one of its foreign partners. The total purchase of fixed assets was SR 20.7 million (2012: SR 12.2 million).
The company and the minority partners (Public Pension Agency, General Organization for Social Insurance,
Abdul Latif Al Babtain Co., Arabian Company for Supply & Trading, Arabian Helm and Partners Ltd, IKARUS
Petroleum Industries, the Ministry of Islamic Affairs, Endowments, Call and Guidance, the National Energy
Company and Hanwha Chemical Corporation) have granted advances to the group companies in order to
support their operations and comply with the lender terms. Some of the long-term advances dont have
finance costs and no dates are determined for payment thereof, while other long and short term advances
have finance costs as per the ordinary commercial prices.
51
Human resources
Sipchem aims to develop the rights of shareholders through the recruitment of human resources. It is also
working on the development of the level of staff in both theoretical and applied areas. Since the beginning
the company, the training and development programs were intensified as per specialties and administrative
steps to ensure the progress of work with highest competence standards based on newly updated training
and development administration systems.
The table below shows the number and percentage of employees in Sipchem and its affiliates as
of the end of 2013 compared to 2012:
Employees
2012
2013
No.
No.
Saudi
612
72%
627
71%
Non-Saudi
242
28%
255
29%
Total
854
882
52
Decline of Saudization percentage about 71% in 2013 is due to recruitment of non-Saudi specialized personnel
to operate new plants with advanced techniques applied for first time in the Kingdom of Saudi Arabia.
In 2013 Sipchem implemented 379 training programs in collaboration with internal and external entities
with the aim of increasing employees efficiency and capabilities. 2005 employees have benefited from these
programs.
Sipchem has applied via-internet training system that includes more than 350 training programs in various
technical and administrative fields, business, security and safety skills, in addition to computer courses. The
content of such training materials is prepared by Harvard Business School.
Believing in the importance of management and leadership in its affiliates, Sipchem has implemented a
distinguished and intensified program for leadership development. This program focused on the modern
theories in administration and leadership, and tended to implement these theories in a manner that benefit
the company employees and enhances the work flow. The total number of employees in this program was 45
employees from various sectors and administrative levels. The training plan for 2014 has been prepared with
350 training programs in various technical and administrative fields. Sipchem held its annual ceremony to
honor its employees who completed five or ten years in continuous service in January 2014 wherein more
than 102 employees were honored.
53
3- Savings Program:
Sipchem initiated an Islamic Shariah-compliant savings program to motivate its employees and enhance
their loyalty to the company hence improving the work performance, and serve as an attraction for
well-qualified Saudi employees to motivate them to continue their services. The program is aimed at
helping Saudi employees to accumulate their savings to be utilized upon retirement or end of services. The
company takes a part of the subscribed employees salary and may invest these savings according to its
desire and it has the right to manage this investment in the way which it believes to be beneficial for the
program subscriber in accordance with the best available Islamic Shariah-compliant investment portfolio.
Also, the company has the right to invest the subscribers savings in investment activities in cooperation
with specialized companies and banks in accordance with the criteria of Islamic investment in a manner
that can attain benefits for the subscribers provided that such investments are in low-risk Islamic portfolios.
The savings program was initiated in 2011. Sipchem had made it compliant with Islamic Shariah so that it
attracted the biggest numbers of employees. Al-Jazeera Bank is in charge of managing the savings program
which was reviewed and approved by the banks Shariah Committee.
Details
2012
2013
82.5
99.8
Savings Program
1.4
3.2
54
SR 6 million
SPENT ON CSR
ACTIVITIES
Serving and meeting the needs of society is regarded as one of the most important priorities at Sipchem and
the company endeavors to have a distinctive presence in strategic areas that would enrich human/social values
and benefit the citizen in the medium and long term.
Spurred by its interest to invest in the community and based on its social responsibility objectives of enhancing
community development, Sipchem continues to play its due role in this area by way of supporting associations
and charities, whether through annual fixed material support or active participation in their activities.
Sipchem takes great pride in serving its community and has even established a dedicated team of volunteers
to continue spreading their good work. It regularly invests in training and development of human potential
so as to further the overall development of the community through coordination with the beneficiaries
in accordance with specific and approved mechanisms. In providing volunteer services at both local and
national levels, working to promote and develop the spirit of sacrifice, and in directing the powers of youth to
community service, the vision and objectives of the company are realized.
Since its foundation, Sipchem has successfully participated in several social activities throughout the Kingdom
particularly in the Eastern region. In recognition of its efforts and contributions, the company received a
number of awards and shields from several bodies; SR 6 million were cashed in 2013. The Board of Directors
of Sipchem was allocated 1% of net annual profits of affiliates for charity and community service.
55
Sipchem CEO Mr Al-Ohali recognizes Football team for 2nd position win at the Royal Commission Football
Championship - May 25, 2013
56
Sipchem organizes the 6th Honorary Reception for outstanding orphan students - May 19, 2013
Sipchem Volunteers team distributes school bags to orphans & needy students - September 2, 2013
57
Sipchem Volunteers team makes friendly visits to patients in Almana Hospital - April 30, 2013
58
Sipchem sponsors the Eastern Province Summer Festival-34 - June 15, 2013
Sipchem raises awareness of drug a buse by sponsoring Al Amal 6th Forum for Youth as exclusive sponsor
- February 18-24, 2013
59
Sipchem conducts a week long anti-smoking awareness campaign for the benefit of employees - January 12, 2013
Sipchem organizes the Umrah trip for its sponsored orphans during Ramadan - July 25, 2013
60
Closing ceremony of Sipchem Ramadan Football Championship gets underway in Jubail Club - July 26, 2013
Sipchem Volunteers team makes friendly visits to patients at the King Fahad Medical University Hospital, Khobar
- June 19, 2013
Sipchem Volunteers team undertake the task of re-painting walls with graffiti - May 29, 2013
61
Sipchem sponsors Forum for people with special needs - June 4, 2013
Sipchem organizes Safety Awareness Lecture in Al-Ahsa High School, Jubail Industrial City - December 1, 2013
62
Sipchem organises an open day for Saudi Cancer Foundations patients and their families - February 7, 2013
Sipchem Volunteers team distributes water, juice and caps to workers as part of the Beat the Heat campaign
- June 27, 2013
63
Sipchem spends half a million SR in donations towards winter clothing campaign to cover 2034 individuals
- January 2-3, 2013
Sipchem sponsors We Care forum held at Scitech, Al-Khobar benefiting families - March 5-7, 2013
64
Responsible care
Sipchem adheres to the regulations, laws and requirements of professional health and safety and follows best
practices relating to the companys activities. It is worth to note that Sipchem was the First Petrochemical
Industrial Company in the KSA to receive the Responsible Care Certificate (RC14001).
Sipchem produces and markets several petrochemical and chemical products, and in the
framework of its efforts to achieve continuous development that meets the customers and
shareholders prospects, in addition to providing safety and comfort to its staff, Sipchem and its
affiliates are committed to the following:
1- Achieving excellence in Responsible Care Performance through implementation of the Responsible Care
2- Guiding Principles and promoting transparency with stakeholders
3- Producing the highest quality products in an efficient and environmentally safe manner
4- Measuring progress to ensure this policy
5- Continually implementing improvement measures in our Responsible Care and Quality Management
Systems
6- Complying with applicable Governance requirements
The company promotes and enhances professional health and security related risk awareness, and strives
to decrease such risks to a practically acceptable extent through the application of relevant technologies. It
regularly holds lectures and runs campaigns throughout the year directed at all employees about safety and
preservation of the environment with an aim to raise awareness about the same and to make Sipchem a
safe working environment. The outcome was accomplishment of 12 million work hours without any work
based complex injury. The under construction projects of the company also accomplished 9,990 million work
hours without any work based complex injury, Praise be to Allah. The staff training courses in the areas of
security, safety and environment have reached a thousand hours; these prepare, qualify and develop the staff
to operate and maintain the company plants in safe and secure manner.
Since it was founded, Sipchem has produced petrochemical materials in the most sustainable manner with
an aim to decreasing greenhouse gas emissions, rationalizing the use of water and energy, and reducing waste
materials. Sipchems Management adopts the change method which positively impacts and is reflected in the
companys work and overall environment. It seeks to promote and enhance the priorities of sustainability for
the staff in order to achieve an effective participation towards a sustainable future. Besides this, Sipchem also
posts the safety data bulletins on its website under the subject of environment without wastes in order to
educate all people about the nature of its products and activities.
65
conclusion
This report is a real reflection of the continued hard work and constant unremitting efforts, which on
many occasions continued day and night, put in by the Saudi work force in the company. Each employee
of the company has performed to the best of their capacities led by the ideas, initiatives, and vision
provided by Sipchem, resulting in positive outcome for all.
At the end of 2013, the board members would like to express their thanks and appreciations to the
Custodian of the Two Holy Mosques and HRH Crown Prince for their sponsorship and support of the
companys activities. Also, the board values all the sincere efforts put in by the governmental institutions,
and for their continued support. Thanks and appreciations are due to Sipchems shareholders and
employees for their sincere efforts that help the company achieve its objectives, retain its acquisitions
and interests and promote its position and competitiveness on the global platform. Sipchems board
members plead to Allah the Al-Mighty to bless such sincere efforts and hope that the company can
continue exceeding its performance and enhancing its capabilities so that it can play a prominent role in
supporting the economic and social development structure in Saudi Arabia.
66
67
CONSOLIDATED
FINANCIAL STATEMENTS
and auditors report
EXCELLENCE in
nature
68
6969
Auditors report
70
71
72
73
75
76 - 91
We have audited the accompanying consolidated balance sheet of Saudi International Petrochemical Company
(the Company) (Saudi joint stock company) and its subsidiaries (collectively referred to as the Group) as at
31 December 2013 and the related consolidated statements of income, cash flows and changes in shareholders
equity for the year then ended. These consolidated financial statements are the responsibility of the Company and
have been prepared by them in accordance with the provisions of Article 123 of the Regulations for Companies
and submitted to us together with all the information and explanations which we required. Our responsibility is
to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in
accordance with auditing standards generally accepted in the Kingdom of Saudi Arabia. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable degree of assurance to enable us to express an opinion
on the consolidated financial statements.
Unqualified opinion:
In our opinion, the consolidated financial statements taken as a whole:
i) present fairly, in all material respects, the consolidated financial position of the Group as at 31 December
2013 and the consolidated results of its operations and its consolidated cash flows for the year then ended in
accordance with accounting standards generally accepted in the Kingdom of Saudi Arabia.
ii) comply with the requirements of the Regulations for Companies and the Company's by-laws in so far as they
affect the preparation and presentation of the consolidated financial statements.
70
2013
SR
2012
SR
ASSETS
Current assets
Cash and cash equivalents
2,857,603,807
3,053,454,336
1,314,330,713
857,219,312
Inventories
302,726,432
277,956,178
4,474,660,952
4,188,629,826
Non-current assets
Property, plant and equipment
11,547,456,930
10,648,927,193
473,322,399
252,576,753
Goodwill
29,543,923
29,543,923
Intangible assets
163,765,313
69,249,396
12,214,088,565
11,000,297,265
TOTAL ASSETS
16,688,749,517
15,188,927,091
10
747,689,314
746,227,815
Bank overdrafts
12
48,744,532
11
75,388,206
93,538,155
13
416,510,465
489,940,823
15
58,864,865
1,288,332,517
1,388,571,658
Non-current liabilities
Long term loans
13
5,354,903,733
3,976,859,248
Sukuk
14
1,800,000,000
1,800,000,000
15
255,000,000
251,513,515
11
392,077,039
414,324,544
16
99,783,089
82,545,023
17
71,754,197
130,553,193
5,860,886
9,235,860
7,979,378,944
6,665,031,383
Total liabilities
9,267,711,461
8,053,603,041
3,666,666,660
3,666,666,660
1,108,947,975
1,046,903,069
18
Statutory reserve
Reserve for the results of sale of shares in subsidiaries
19
Retained earnings
48,893,677
783,328,357
960,457,541
Proposed dividends
20
238,333,333
17
(54,992,116)
(99,492,806)
21
71
48,893,677
2,045,140
2,402,706
5,793,223,026
5,625,830,847
1,627,815,030
1,509,493,203
7,421,038,056
7,135,324,050
16,688,749,517
15,188,927,091
22
Cost of sales
GROSS PROFIT
General and administrative expenses
23
2013
SR
2012
SR
4,005,632,539
3,921,878,521
(2,707,052,326)
(2,654,333,208)
1,298,580,213
1,267,545,313
(136,534,541)
(131,668,476)
1,162,045,672
1,135,876,837
17,091,938
22,730,187
(171,308,067)
(183,381,198)
(22,273,639)
11,958,088
985,555,904
987,183,914
(309,900,853)
(314,496,588)
675,655,051
672,687,326
(55,205,996)
(71,517,348)
620,449,055
601,169,978
1.69
1.64
3.17
3.10
366,666,666
366,666,666
24
NET INCOME
EARNINGS PER SHARE (SR)
72
2012
SR
675,655,051
672,687,326
558,071,107
514,391,992
17,238,066
16,617,735
Financial charges
171,308,067
183,381,198
Minority interest
309,900,853
314,496,588
21,043,063
17,104
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Income before zakat and foreign income taxes
Adjustments for:
Depreciation and amortization
Employees terminal benefits, net
3,680,405
(17,091,938)
(22,730,187)
1,739,804,674
1,678,861,756
(169,310,511)
(453,968,488)
Inventories
(24,770,254)
3,124,784
Payables
(18,529,554)
17,405,201
1,242,536,378
1,530,081,230
(257,762,488)
(281,482,815)
(38,589,917)
(54,225,402)
946,183,973
1,194,373,013
17,091,938
22,730,187
(1,309,403,283)
(1,208,191,312)
(183,125,438)
(54,556,806)
(220,745,646)
(88,360,609)
220,000
(1,696,182,429)
(1,328,158,540)
48,744,532
(15,784,610)
480,072,171
(55,378,380)
(48,162,160)
(40,397,454)
57,624,522
Minority interest
(205,877,332)
(274,927,491)
Dividends paid
(495,000,000)
(641,666,666)
(2,200,000)
(2,200,000)
554,505,493
(445,044,234)
(195,492,963)
(578,829,761)
3,053,454,336
3,629,881,391
73
1,304,614,127
(357,566)
2,402,706
2,857,603,807
3,053,454,336
17
2013
SR
2012
SR
238,333,333
86,454,421
98,101,617
62,044,906
60,116,998
14,382,306
35,905,199
3,142,913
1,158,336
6,527,938
4,438,759
20,652,492
74
CONSOLIDATED STATEMENT
of shareholders equity
Year Ended 31 December 2013
Share
capital
SR
Balance at 1 January
2012
Reserve for
the results of
Statutory sale of shares
reserve in subsidiaries
SR
SR
Retained
earnings
SR
Proposed
dividends
SR
Net change
in the fair
value of
interest rate
swaps
SR
Foreign
currency
translation
reserve
SR
Total
SR
3,666,666,660
986,786,071
48,893,677
604,937,894
458,333,333
(135,398,005)
5,630,219,630
Net income
601,169,978
601,169,978
35,905,199
35,905,199
2,402,706
2,402,706
Transfer to statutory
reserve
60,116,998
(60,116,998)
Board of Directors
remuneration
(2,200,000)
(2,200,000)
- (183,333,333) (458,333,333)
(641,666,666)
Balance at 31 December
2012
3,666,666,660
1,046,903,069
48,893,677
960,457,541
(99,492,806)
2,402,706
5,625,830,847
Balance at 1 January
2013
3,666,666,660
1,046,903,069
48,893,677
960,457,541
(99,492,806)
2,402,706
5,625,830,847
Net income
620,449,055
620,449,055
44,500,690
44,500,690
(357,566)
(357,566)
Transfer to statutory
reserve
62,044,906
(62,044,906)
Board of Directors
remuneration
(2,200,000)
(2,200,000)
- (495,000,000)
(495,000,000)
Proposed dividends
(note 20)
- (238,333,333)
238,333,333
238,333,333
(54,992,116)
Balance at 31 December
2013
3,666,666,660 1,108,947,975
48,893,677
783,328,357
75
2,045,140 5,793,223,026
financial statements
Year Ended 31 December 2013
1. ORGANIZATION AND ACTIVITIES
Saudi International Petrochemical Company (the Company or Sipchem) is a Saudi Joint Stock Company,
registered in the Kingdom of Saudi Arabia under commercial registration No. 1010156910 dated 14 Ramadan 1420
H (corresponding to 22 December 1999). The Companys head office is in the city of Riyadh with one branch in
Al-Khobar, where the head quarters for the executive management is located, which is registered under commercial
registration number 2051023922 dated 30 Shawwal 1420H (corresponding to 6 February 2000), and a branch in
Jubail Industrial City which is registered under commercial registration number 2055007570 dated 4 Jumada I 1427H
(corresponding to 1 June 2006).
The principal activities of the Company are to own, establish, operate and manage industrial projects specially
those related to chemical and petrochemical industries. The Company incurs costs on projects under development
and subsequently establishes a separate company for each project that has its own commercial registration. Costs
incurred by the Company are transferred to the separate companies when they are established.
The Company has the following subsidiaries (the Company and its subsidiaries hereinafter referred to as (the
Group):
Subsidiaries
2013
2012
65%
65%
53.91%
53.91%
76%
76%
76%
76%
72%
72%
100%
100%
68.58%
68.58%
75%
75%
100%
100%
100%
100%
50%
50%
75%
100%
Note 1 : The percentages of ownership presented above are as per the investee companies articles of association
and represents the Groups ownership percentage from the investee companies share capital. The Groups effective
ownership percentages of the above two companies used to record the Groups share of results are 78.52% for
both companies. Such an increase in ownership resulted from having the Group contributing advances exceeding
its percentage of ownership to compensate a minority partner deficit in such advances, which resulted in increasing
the effective ownership in those two investments. The articles of association of the two companies have not been
updated yet (note 11).
76
Note 2: Although the Company has only 50% share in the investee company, the operations of Gulf Advances Cable
Insulation Company are controlled by the Group effectively from the date of its commercial registration. Accordingly,
the investee company is treated as a subsidiary of the Group.
Note 3: The investee company has been incorporated during the year in the Kingdom of Saudi Arabia, its article
of association is dated 12 Safar 1435H (corresponding to 15 December 2013). However, the legal formalities of
establishing the company has been completed only in the period subsequent to the consolidated balance sheet date,
as the commercial register is issued on 4 RabiI 1435H (corresponding to 5 January 2014). Accordingly, the investee
company did not have any operating activities during the year.
Note 4: The investee company has been incorporated during the year in Singapore, its article of association is dated
13 Jumada I 1434H (corresponding to 25 March 2013). The company is engaged in marketing, sale and storage of
petrochemical products internationally.
The consolidated financial statements have been prepared using the historical cost convention modified to include
the measurement at fair value for the interest rate swaps.
Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting year.
Basis of consolidation of the financial statements
The consolidated financial statements incorporate the financial statements of the Company and the financial
statements of subsidiaries controlled by the Company, either directly or indirectly, prepared for the same year using
consistent accounting policies. Control is achieved where the Company has the power to govern the financial and
operating policies of an investee enterprise, either directly or indirectly, so as to obtain benefits from its activities. The
consolidation of the subsidiaries financial statements in these consolidated financial statements start from the date
control is obtained by the Company until the date this control is ended. The acquisition of subsidiaries is accounted
for using the purchase method. The ownership shares related to other parties in subsidiaries are classified under
minority interest in these consolidated financial statements. All significant inter-Group transactions and balances
between the Group entities have been eliminated in preparing the consolidated financial statements.
Revenue recognition
The Group markets its products through marketers. Sales are made directly to final customers and also to the marketers
distribution platforms.The sales through the distribution platforms are recorded at provisional prices at the time of
shipments, which are later adjusted based on actual selling prices received by the marketers from their final customers, after
deducting the cost of shipping, distribution and marketing. Adjustments are made as they become known to the Group.
Local and export sales are recognized at the time of delivery of the product at the loading terminals located at the
plant and at the King Fahd Industrial Port in Jubail Industrial City.
Expenses
All the year expenses other than cost of sales, financial charges and other expenses are classified as general and
administrative expenses.
Cash and cash equivalents
Cash and cash equivalent consists of bank balances, demand deposits, cash on hand and investments that are readily
convertible into known amounts of cash and have maturity of three months or less when purchased.
77
Accounts receivable
Accounts receivable are stated at original invoice amount less allowance for any uncollectible amounts. An estimate for
doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.
Inventories
Inventories comprise of spare parts, raw materials and finished goods and are stated at the lower of cost or market
value. Costs of manufactured goods include raw materials, direct labor and manufacturing overheads. The cost of
spare parts and finished goods are arrived at using the weighted average cost method. Appropriate provisions are
made for slow moving and redundant inventories.
Projects development cost
Projects development cost represent legal, license, feasibility related and other costs incurred by the Group in
respect of developing new projects. Upon successful development of the projects, costs associated with the projects
are transferred to the respective company subsequently established for each project. Projects development costs
relating to the projects determined to be non-viable are written off immediately.
Property, plant and equipment
Property, plant and equipment are initially recorded at cost and are stated at cost less accumulated depreciation
and any impairment in value. Freehold land and construction work in progress is not depreciated. Expenditure
on maintenance and repairs is expensed, while expenditure for betterment including borrowing costs that are
directly attributable to the acquisition, construction for long period or production of a qualifying asset is capitalized.
Depreciation is provided over the estimated useful lives of the applicable assets using the straight line method. The
estimated useful lives of the principal classes of assets are as follows:
Years
Plant and machinery
10 25
Buildings
2 33.3
Vehicles
1 10
1 10
Intangible assets
Intangible assets mainly represent turnaround maintenance costs, upfront fees paid for existing long term off-take
agreement and other deferred charges. The planned turnaround costs are deferred and amortized over the year 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. Other deferred charges are
amortized over the estimated period of the benefits.
Business combination and goodwill
Business combinations are accounted for using the acquisition method.The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any minority interests
in the acquiree. For each business combination, the acquirer measures the minority interest in the acquiree either at fair
value or at the proportionate share of the acquirees identifiable net assets. Acquisition costs incurred are expensed.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date.
Goodwill is initially measured at cost being the excess of the consideration transferred over the Groups net
identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of
the subsidiary acquired, the difference is recognized in the consolidated statement of income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Groups cash generating units, or Groups of cash generating units, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or Groups of units.
78
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed off,
the goodwill associated with the operation disposed off is included in the carrying amount of the operation when
determining the gain or loss on disposal of the operation. Goodwill disposed off in this circumstance is measured
based on the relative values of the operation disposed off and the portion of the cash-generating unit retained.
When subsidiaries are sold, the difference between the selling price and the net assets plus cumulative translation
differences and goodwill is recognized in the consolidated statement of income.
Impairment of non-current assets
At each balance sheet date, the Group reviews the carrying values of its non-current assets other than goodwill to
determine whether there is any indication that those assets have suffered impairment. If such indicators exist, the
recoverable amount of the asset is estimated in order to determine the extent of impairment (if any). Where it is not
possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of
the cash generating unit to which the asset belongs.
The carrying value of the asset (or cash generating unit) is reduced to the recoverable value when the recoverable
value is below the carrying value. Impairment loss is recognized as expense when incurred.
Goodwill is tested for impairment at least annually, by assessing the recoverable amount of the cash-generating
unit (or group of cash-generating units), to which the goodwill relates. Where the recoverable amount of the cashgenerating unit (or group of cash-generating units) is less than the carrying amount of the cash-generating unit
(group of cash-generating units) to which goodwill has been allocated, an impairment loss is recognized. Impairment
losses relating to goodwill cannot be reversed in future periods.
Where an impairment loss subsequently reverses, the carrying value of the asset (cash generating unit) other than
goodwill is increased to the revised estimate of its recoverable amount, 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. The reversal of impairment loss other than goodwill is recognized as
income once identified.
Employees terminal benefits
Provision is made for amounts payable under the employment contracts applicable to employees accumulated years
of service at the consolidated balance sheet date.
Provision for obligations
A provision is recognized when the Group has a legal or constructive obligation as a result of a past event, and the
settlement of such obligations is probable and can be measured reliably.
Zakat and foreign taxes
The Group is subject to zakat regulations in the Kingdom of Saudi Arabia. Foreign income tax is also provided for in
accordance with foreign fiscal authorities in which the Groups foreign subsidiaries operate. Zakat and income tax are
provided on an accrual basis. Any difference between the estimated zakat and foreign income tax for the year and the
zakat and foreign income tax provision that is calculated based on the detailed zakat basis at year end are accounted for
at the end of the year. The zakat and foreign income tax charge in the consolidated financial statements represents the
zakat for the Company, the Companys share of zakat in subsidiaries and foreign income tax for foreign subsidiaries. The
zakat charge and income tax, assessable on the minority shareholders, is included in minority interest.
Statutory reserve
In accordance with Saudi Arabian Regulations for Companies, the Company must set aside 10% of its net income in
each year until it has built up a reserve equal to one half of the capital. The reserve is not available for distribution.
Reserve for the results of sale of shares in subsidiaries
The gains or losses resulting from sale of shares in subsidiaries, when the Group continues to exercise control over
the respective subsidiary, are booked in the reserve for the results of sale of shares in subsidiaries.
79
Derivative financial instruments are initially recorded at cost and are re-measured to fair value at subsequent
reporting dates. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting
are recognized in the consolidated statement of income as they arise.
A fair value hedge is a hedge of the exposure to changes in fair value of an asset or liability that is already recognized
in the consolidated balance sheet. The gain or loss from the change in the fair value of the hedging instrument
is recognized immediately in the consolidated statement of income. At the same time, the carrying amount of
the hedged item is adjusted for the corresponding gain or loss since the inception of the hedge, which is also
immediately recognized in the consolidated statement of income.
A cash flow hedge is a hedge of the exposure to variability in cash flows relating to a recognized asset or liability,
an unrecognized firm commitment or a forecasted transaction. To the extent that the hedge is effective, the portion
of the gain or loss on the hedging instrument is recognized initially directly in equity. Subsequently, the amount is
included in the consolidated statement of income in the same year or years during which the hedged item affects
net profit or loss. For hedges of forecasted transactions, the gain or loss on the hedging instrument will adjust the
recorded carrying amount of the acquired asset or liability.
Foreign currency transactions
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 consolidated balance sheet
date are translated at the exchange rates prevailing at that date. Gains and losses from settlement and translation of
foreign currency transactions are included in the consolidated statement of income.
Financial statements of foreign operations are translated into Saudi Riyals using the exchange rate at the balance
sheet date for assets and liabilities and the average exchange rate for revenues, expenses, gains and losses.
Components of equity, other than retained earnings, are held at the historical rates. Translation adjustments
are recorded as a separate component of consolidated shareholders equity. Translation loss that is considered
permanent is charged to the consolidated statement of income.
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. Assets held under capital leases
are recognized as assets of the Group at the lower of the present value of the minimum lease payments or the fair
market value of the assets at the inception of the lease. Finance costs, which represent the difference between the
total leasing commitments and the lower of the present value of the minimum lease payments or the fair market
value of the assets at the inception of the lease, are charged to the consolidated statement of income over the
term of the relevant lease in order to produce a constant periodic rate of charge on the remaining balance of the
obligations for each accounting period. Rentals payable under operating leases are charged to the consolidated
statement of income on a straight line basis over the term of the operating lease.
Segmental Analysis
A segment is a distinguishable component of the group that is either engaged in providing products or services (a
business segment) or in providing products or services within a particular economic environment (a geographical
segment) which is subject to risks and rewards that are different from those of other segments.
Earnings per share
Earnings per share from net income is calculated by dividing the net income for the year by the weighted average
number of shares outstanding during the year.
Earnings per share from main operations is calculated by dividing income from main operations for the year by the
weighted average number of shares outstanding during the year.
80
Murabaha deposits
Bank balances and cash
2013
SR
2012
SR
1,971,037,113
1,998,896,408
886,566,694
1,054,557,928
2,857,603,807
3,053,454,336
2012
SR
1,087,813,095
670,711,272
226,517,618
186,508,040
1,314,330,713
857,219,312
2013
SR
2012
SR
Spare parts
146,209,300
137,683,476
Finished goods
118,714,576
133,336,058
Raw materials
37,802,556
6,936,644
302,726,432
277,956,178
5. INVENTORIES
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.
81
Plant &
equipment
SR
Land &
buildings
SR
Vehicles,
computer,
furniture,
Catalyst & fixtures & office
tools
equipment
SR
SR
Construction
work in
progress
SR
Total
2013
SR
Total
2012
SR
Cost:
At the beginning of the year
9,809,297,211
174,005,185
238,089,226
73,688,094
2,346,712,825
12,641,792,541
11,362,289,007
Additions
155,659,220
2,017,328
44,906,276
957,473
1,192,317,407
1,395,857,704
1,306,292,929
Transfers
259,033,876
15,599,638
25,622,659
391,601
(300,647,774)
(1,158,336)
(1,158,336)
(6,527,938)
(31,452,903)
(31,452,903)
(20,261,457)
Write-off
(7,649,148)
(7,649,148)
10,192,537,404
191,622,151
300,969,013
75,037,168
3,237,224,122
13,997,389,858
12,641,792,541
1,686,406,707
19,992,983
234,957,636
51,508,022
1,992,865,348
1,554,587,492
393,245,421
5,165,423
63,485,168
6,407,238
468,303,250
458,302,209
Disposals
(7266927)
(7,266,927)
(20,024,353)
Write-off
(3968743)
(3,968,743)
2,072,385,201
25,158,406
294,474,061
57,915,260
2,449,932,928
1,992,865,348
At 31 December 2013
8,120,152,203
166,463,745
6,494,952
17,121,908
3,237,224,122
11,547,456,930
At 31 December 2012
8,122,890,504
154,012,202
3,131,590
22,180,072
2,346,712,825
10,648,927,193
As at 31 December 2013, property, plant and equipment include plant and equipment held under capital lease obligations which
have a cost of SR 535.1 million (2012: SR 535.1 million) and accumulated depreciation of SR 216 million (2012: SR 195.9 million).
The property, plant and equipment are constructed over a land in Jubail Industrial City leased from the Royal Commission for
Jubail and Yanbu for 30 years commencing on 16 Muharram 1423H corresponding to 30 March 2002. The lease agreements are
renewable upon the two parties agreement.
Some of the Groups property, plant and equipment which has a net book value of SR 6,433 thousands (2012: SR 7,312
thousands) are pledged as security against Saudi Industrial Development Fund loans, Public Investment Fund loans and
commercial loans (note 13).
Construction work in progress is stated at cost and is comprised of construction costs under various agreements and directly
attributable costs to bring the asset for its intended use which also includes costs of testing to ensure the asset is functioning
properly, and after deducting net proceeds from the sale of production generated during the testing phase. Directly attributable
costs includes employee benefits, site preparation costs, installation costs, licensing fees, professional fees and borrowing costs.
Borrowing costs relating to IDC, IPC, SCC and GACI projects were capitalized during the year with an amount of SR 86.5 million
(2012: SR 98.1 million).
82
2012
SR
252,576,753
184,868,636
220,745,646
88,360,609
(20,652,492)
473,322,399
252,576,753
8. GOODWILL
Pursuant to board resolutions of the Group, Sipchem European Operations was formed where Sipchem Marketing
and Servicers Company acquired 100% of the voting shares of Aectra SA (a subsidiary of Sipchem Europe
Cooperatief U.A.) on 31 December 2011, an unlisted company registered in Switzerland. Accordingly, the balance
sheet of Aectra SA has been consolidated in these consolidated financial statements.
The acquisition amount of SR 105.7 million is inclusive of SR 75.8 million cash and SR 4 million of other working
capital and also an amount of SR 33.9 million for valuation premium including contingent consideration reflected as
goodwill on the acquisition date.
During 2012, the Group completed purchase price allocation exercise on acquisition of Aectra SA. In accordance
with the exercise, the Group identified and reclassified to intangible assets SR 4.4 million related to customers
relationship and this amount is being amortised over the life of 3 years. The excess amount over the net book
value of SR 29.5 million is reflected as goodwill as shown in the consolidated balance sheet and is subject to
impairment testing.
9. INTANGIBLE ASSETS
2013
SR
2012
SR
168,088,414
81,912,419
Additions
183,125,438
54,556,806
1,158,336
31,619,189
352,372,188
168,088,414
98,839,018
42,749,235
89,767,857
56,089,783
188,606,875
98,839,018
Cost:
Transfers
At the end of the year
Net book value:
83
2012
SR
Accrued expenses
380,798,815
402,881,721
168,937,676
115,204,925
Zakat provision
90,916,032
74,299,953
Retentions
36,156,156
86,275,606
Other payables
70,880,635
67,565,610
747,689,314
746,227,815
2012
SR
1,550,540,000
1,702,540,000
2,639,374,198
1,607,385,071
1,581,500,000
1,156,875,000
5,771,414,198
4,466,800,071
(416,510,465)
(489,940,823)
5,354,903,733
3,976,859,248
a) The Saudi Industrial Development Fund (SIDF) granted loans to IDC, IAC, IVC, IGC, IPC and SCC. These loans
are secured by partners guarantees proportionate to their shareholding and a first priority mortgage on all present
and future assets. The loans are repayable in unequal semi-annual installments. The loan agreements include covenants
to maintain financial ratios during the loans period. Management and follow up fees are charged to the loans as
stated in the loan agreements.
84
2012
SR
2013
489,940,823
2014
416,510,465
564,125,379
2015
526,325,855
659,800,104
2016
653,710,698
703,007,423
2017
725,021,389
695,823,936
After
3,449,845,791
1,354,102,406
5,771,414,198
4,466,800,071
14. SUKUK
On 27 November 2010, the Extraordinary General Assembly has approved the issue of Islamic Modaraba Bonds
(Sukuk) so as to be in compliance with Sharia Laws, for the purpose of financing the capital expansions of the new
projects. The Company obtained the approval of the Capital Market Authority for Sukuk issuance during the second
quarter of 2011 and the first issuance completed at 29 June 2011 for an amount of SR 1,800 million which will be
for five years and carry an interest rate equal to SIBOR plus a profit margin of 1.75% per annum payable at the end
of each quarter.
85
2012
SR
356,250,599
418,048,350
(45,872,219)
(59,507,810)
310,378,380
358,540,540
(55,378,380)
(48,162,160)
255,000,000
310,378,380
(58,864,865)
255,000,000
251,513,515
58,864,865
109,650,000
251,513,515
145,350,000
255,000,000
310,378,380
IMC entered into an Islamic lease agreement with a syndicate of financial institutions for the purpose of converting
a commercial loan into an Islamic mode of financing. IMC has the right to purchase property and equipment leased
for a nominal fee at the end of the leasing agreement. The companys commitment under the lease is secured by the
lessors ownership of the leased assets.
During the year, the Group refinanced its capital lease obligation with a new Islamic loan facility providing an
extension of loan tenor for an additional 6 years, conversion from LIBOR to SIBOR, reduction in loan margin.
2012
SR
82,545,023
65,927,288
23,200,489
27,604,211
(5,962,423)
(10,986,476)
99,783,089
82,545,023
86
20. DIVIDENDS
The General Assembly of the Company, in its meeting held on 16 March 2013, approved the distribution of
cash dividends amounting to SR 458.3 million, i.e. SR 1.25 per share, equivalent to 12.5% of the share capital for
shareholders in records at the date of the General Assembly. Out of the approved dividends of SR 458.3 million,
interim dividends of SR 183.3 million have already been distributed during 2012 and the remaining dividends of SR
275 million was distributed during the first quarter of 2013.
On 14 July 2013, the board of directors proposed to distribute interim cash dividends for the first half of the year
2013 amounting to SR 220 million i.e. SR 0.6 per share, equivalent to 6% of the share capital. These dividends have
been distributed during August 2013.
The board of directors in their meeting held on 3 December 2013 proposed to distribute cash dividends amounting
to SR 238.3 million i.e. SR 0.65 per share, equivalent to 6.5% of the share capital for the approval of the General
Assembly in their next meeting which is expected to be held on March 2014. Distributions will be made to the
shareholders registered on the closing of the General Assembly meeting day.
87
2013
SR
2012
SR
497,265,637
438,565,401
386,470,742
361,339,690
225,091,878
216,084,552
176,781,663
176,102,691
155,099,740
153,854,658
144,262,739
134,871,173
28,842,631
28,675,038
14,000,000
1,627,815,030
1,509,493,203
2012
SR
Employee costs
88,275,948
90,863,834
Depreciation
14,737,019
9,316,422
2,042,077
1,819,208
31,479,497
29,669,012
136,534,541
131,668,476
2013
SR
2012
SR
55,205,996
71,517,348
34,000,000
53,684,650
21,205,996
17,832,698
55,205,996
71,517,348
74,299,953
57,008,007
55,205,996
71,517,348
(38,589,917)
(54,225,402)
90,916,032
74,299,953
24. ZAKAT
Zakat charge:
88
The Company received zakat assessments for the years 2007 to 2010 with additional zakat liability of SR 118.3
million including additional assessments for the years 2007 and 2008. The Company does not agree with the
additional liability and has filed appeals against these assessments and additional assessments for the years 2007 and
2008. The PAC ruled in favor of DZIT in respect Companys appeal against the DZITs additional assessments for the
years 2007 and 2008. The Company does not agree with the PAC decision and intends to file an appeal with HAC.
The IGC has received zakat assessments for the years 2008 to 2010 with additional zakat liability of SR 3.4 million
including additional assessments for the years 2008 to 2010. The company has accepted the assessments and the
additional liability will be settled shortly.
The IMC received withholding tax assessment for the years 2007 to 2012 for the delay fines of SR 17.7 million. The
company does not agree with the delay fines and has filed an appeal against these assessments.
All of the other companies within the Group submitted their tax and zakat declarations up to 2012 which is still
subject to the DZIT review.
2013
SR
2012
SR
2,165,207
2,165,207
The main leases are with the Royal Commission and the Port Authority. The lease with the Royal Commission is for
an initial term of 30 Hijra years and is renewable upon the agreement of the two parties.
The minimum lease payments under non-cancellable operating leases are as follows:
89
2013
SR
2012
SR
2,165,207
2,165,207
Year two
2,165,207
2,165,207
Year three
2,165,207
2,165,207
Year four
2,165,207
2,165,207
Year five
2,165,207
2,165,207
28,505,523
30,670,730
39,331,558
41,496,765
27. CONTINGENCIES
Sipchem is currently in a dispute with the construction contractor of Sipchems Research and Development
Centre in Dhahran, Saudi Arabia after terminating the construction contract. This dispute has been referred to
arbitration under the current Saudi Arabian Arbitration Regulation. While this arbitration is going on, Sipchem and
the construction contractor have conducted series of negotiations for settling the dispute but without reaching any
substantive results. The Arbitration Panel has recently appointed an Engineering firm to inspect the site and assess
the extent of work which has been completed by the contractor. Sipchem believes that it will not be liable to any
payments other than what has already been accrued by Sipchem for the work completed by the contractor.
Marketing activities
SR 000
Total
SR 000
3,208,188
797,445
4,005,633
Gross profit
1,273,403
25,177
1,298,580
Net assets
5,700,751
92,472
5,793,223
3,174,194
747,685
3,921,879
Gross profit
1,248,034
19,511
1,267,545
5,550,220
75,611
5,625,831
Net assets
Marketing activities include the marketing activities of Sipchem. These marketing activities support the customer
development activities to enhance the Petrochemical operations.
No geographical segment disclosure has been prepared as 97% (2012: 97%) of sales are export sales.
90
Credit risk is the risk that one party will fail to discharge an obligation and will cause the other party to incur a
financial loss. In general most of the Groups sales are made to reputable customers and marketers. Cash is placed
with local banks with sound credit rating.
Commission rate risk
Commission rate risk is the risk that the value of financial instruments will fluctuate due to changes in the market
commission rates. The Group is subject to commission rate risk on its commission bearing assets including bank
deposits and its commission bearing liabilities including short term loans, long term loans, sukuk, and the obligations
under capital lease. The Group has an interest rate swap contract to hedge against the variability of the commission
on term loans.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with
financial instruments. The Group controls its liquidity risk by ensuring that bank facilities are available. The Groups
sales invoices are usually settled within 45 to 120 days of the date of the invoices. Payables are normally settled
within 45 to 120 days of the date of the invoices.
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
The Group is subject to fluctuations in foreign exchange rates in the normal course of its business. The Group did
not undertake significant transactions in currencies other than Saudi Riyals, US Dollars and Euros during the year.
There are transactional currency exposures also. Such exposures arise mainly from the sales or purchases made by
foreign subsidiaries in currencies of their respective countries, which are not pegged with the functional currency of
the Company.
91
Al-Khobar
P. O. Box 130
Al-Khobar 31952
Tel : 013 801 0111
Fax : 013 801 0222
Jubail
P. O. Box 12021
Jubail Industrial City 31961
Tel : 013 359 9999
Fax : 013 358 8182
Riyadh
P. O. Box 9478
Riyadh 11413
Tel : 011 203 7736
Fax : 011 203 7738
S a u d i I n t e r n a t i o n a l Pe t r o c h e m i c a l C o m p a ny (S i p c h e m)
www.sipchem.com
a n n u a l r e p o r t 2 013