Cover Pge - Oman Air
Transcription
Cover Pge - Oman Air
2 3 4 5 6 7 8 It gives me great pleasure in welcoming you all, to the 25th Annual General Meeting and presenting you this Annual Report on behalf of the Board of Directors for the financial year ended 31 December 2006. It’s a moment of pride for all the stakeholders of Oman Aviation Services Co. SAOG that your Company has completed twenty-five years of operation and has shown improved results during the year under review following the turnaround in 2004 and 2005. Financial and Operating Performance For the third year in a row, Oman Aviation Services Co. SAOG has shown impressive results and reported a profit of RO 2.893 million compared to RO 1.006 million during the year 2005. During the year under review, Oman Air recorded an impressive all-round performance in all operational segments of its business. Oman Air carried 1.226 million passengers, an increase of 91,000 passengers or 8% over the year 2005. The capacity growth at Oman Air is at a measured pace of 2%, which matched traffic growth of 2% during the year 2006. The average seat factor across the network remained at a healthy level of 76%. The average aircraft utilization remained high at 12.6 block hours per day per aircraft, one of the highest in the industry. In the Airport Services Group business, Oman Aviation handled 23,545 flights, an increase of 16%; passenger movement of 4.521 million, an increase of 33%; cargo tonnage of 67,700 metric tons, an increase of 22%; and catered 4.237 million meals to airline passengers, an increase of 28% over the previous year. Escalating fuel cost is one of the impediments to delivering a yearon-year improvement in earnings; however, Oman Air posted an improved performance in 2006 against the increase in fuel price, which was higher by 19% in comparison to the year 2005. continue their best efforts to improve the long-term shareholder value of the Company through business practices, which are transparent, ethical and fair. Omanisation & Training The Company supports the national objective of higher percentage of Omanisation at all levels of the organisation. The Company is taking every possible initiative to increase the Omanisation level further, without making any compromise on the quality of service provided to passengers and airlines. On the training front, the Company had initiated a programme in 2005 to train nine Omani Cadet Pilots. These Cadet Pilots are expected to complete their training in early 2007, and will commence flying as second officers. The Company plans to train a new batch of ten Cadet Pilots during the year 2007. Further, the Company has successfully completed the training of two batches of management trainees. These trainees have gone through varied training programmes in different disciplines and are placed in responsible positions. Quality and Safety For us at Oman Air, quality and safety of our operations have always assumed paramount importance. Safety has always been the top priority without any compromise. We have recently instituted an Emergency Response Cell within the Company to ensure that we are ready and well equipped to handle emergency situations effectively and with minimum inconvenience to our passengers. Government Support IATA’s traffic results for the year 2006 indicate a global passenger growth of 5.9% in comparison to 7.6% during the year 2005. However the global cargo growth rate increased to 4.6% from 3.2% during the previous year. Average passenger load factors in 2006 rose to 76% up from 75.1% during the year 2005. The Board of Directors would like to express their thanks to the Government of Oman for their continued patronage and support to Oman Aviation Services Co. SAOG. Your Company will continue to pursue its efforts to achieve the national objectives of improving tourism and providing air transportation to the residents of Sultanate through a measured approach, and by operating in markets with adequate demand and growth potential. The industry expects to post an operating profit of US$ 10.2 billion during the year 2006 with net losses at US$ 500 million. The industry’s cautious approach in building capacity, cost reduction measures, and improved efficiencies have resulted in improved performance during the year 2006. I wish to place on record my appreciation for the outstanding commitment and dedication of the employees of Oman Aviation Services Co. SAOG, our loyal customers for their continued support, business associates, shareholders and the support extended by my fellow Board members. The Middle East continues to be the fastest growing region with passenger and cargo recording an annual growth of 15.4% and 16.1% respectively. With the Asian economies and the Middle East riding on good economic growth, it is expected that Oman Air will continue to improve its market share further and consolidate its presence in the region. On behalf of the Board members, I take this opportunity to express our sincere gratitude to His Majesty Sultan Qaboos bin Said and the Government of Oman for their continued support to your Company. Industry Scenario and Challenges Fuel prices, after posting record high prices in September 2006, had shown declining trends during last quarter of the year 2006. The fuel prices are expected to remain at current levels during the first quarter of 2007 and may rebound in view of geo-political tensions, high demand and continued supply-side constraints. It is my belief that the faith and trust reposed on us by the Government and other stakeholders will take us to great heights. Corporate Governance The Company’s Corporate Governance Report for the year ended 31 December 2006 and Auditors’ Report on the same is provided in this Annual Report. The Company’s comprehensive policy on Corporate Governance & Policies, and Procedures Manual for Disclosure of Material Information comply with the Code of Corporate Governance issued by the Capital Market Authority and reflect the best global practices. The Board of Directors will Said bin Hamdoon bin Saif Al Harthy Chairman 9 10 The Airline Industry has witnessed a successful year on the back of an upsurge in passenger travel, good economic fundamentals, and the results of various cost-saving and revenue enhancement measures initiated by airlines in the last few years. Except in the U.S., where airlines have incurred significant restructuring costs, the turnaround in the industry’s fortunes appears complete. IATA forecast indicates that the global passenger traffic and cargo movement will grow at 4.8% and 5.3% respectively in 2007. In the Middle East, passenger traffic and cargo movement, according to the forecast, will grow at a faster pace of 6.9% and 5.8% respectively. The region has benefited from the sustained high fuel prices which in turn has resulted in greater investment in various sectors including infrastructure, tourism, industry and agriculture. The increased outlay by the governments and private sector has translated into greater passenger and cargo movement. Our Company has completed 25 years of existence during 2006. Barring a few difficult years from 2001 to 2003 - when the whole industry’s performance was affected by factors beyond its control - the Company’s performance has been exemplary. The Company has recorded profit in 21 out of 25 years, and has handsomely rewarded its shareholders in the form of stock and cash dividends. Year 2006 was yet another successful year. During the year under review, Oman Air carried 1,226,000 passengers (up 8%), handled 23,545 flights (up 16%) and 4.521 million passengers (up 33%) at Seeb airport, and catered 4,237,000 meals (up 28%) to airlines. Oman Aviation Services Co. SAOG (OAS) recorded a net profit of RO 2.893 million during the year 2006 in comparison to RO 1.006 million during the previous year. Operating profit for the year was RO 5.023 million in 2006 compared to RO 2.315 million in the previous year. The above results were achieved despite the fact that the airline’s fuel bill rose by RO 2.816 million in 2006 compared to the previous year. In the Airline business, Oman Air has witnessed significant competition from the established players as well as new entrants. In our region, though demand has been very buoyant, capacity is growing at an even faster pace. This has obviously put our market share and yields under pressure. Oman Air has successfully withstood this pressure by carving a niche for itself as a regional carrier. Instead of chasing indiscriminate growth, we have adopted a cautious approach by continued monitoring of our network, increasing the frequencies on profitable routes and exploring new markets. We have maintained our focus on providing good connectivity, convenient flight timings, quick turnarounds, on-time performance, and high standards of customer service on the ground and in the air. In the coming year, Oman Air will acquire three additional B737 800 aircraft for its scheduled operations. We will commence new routes to Lucknow and Jaipur in India, and increase our operations on certain existing profitable routes. We are also studying certain new routes in the region, and operations to these routes will also commence during the year. We will also increase operations on the key domestic route of Salalah. In Charter Services business, in addition to Petroleum Development of Oman (PDO), we now provide air services to Occidental of Oman between Muscat and their sites in the interior, effective January 2007. While we have focused on the domestic and regional operations so far, we have been pursuing plans to operate medium and long haul routes in the near future. In this new role, Oman Air will act as the country’s brand ambassador with an objective to boost tourism and economic development in Oman. Oman Air will thus soon extend its reach beyond the region. With a very sound track record behind us, we believe, we are ready to take on this new challenge, and provide efficient and safe air transportation between Oman and certain key destinations. As in the past, our growth will be cautious and we will continue to operate on commercial principles while meeting Oman’s national priorities. The Airline business is cyclical and the fortunes of the industry follow economic growth and downturn in the region as well as around the world. It is, therefore, important to invest during the good times so that we are able to withstand the competition and hard times when we are at the lower end of the business cycle. With this in mind, Oman Air has always pursued various initiatives to rationalise its cost structure and optimise its revenue streams. During the year, we have successfully introduced and implemented E-ticketing and Internet booking towards this purpose. Today, more than half of our passengers avail of paperless tickets. This has been an excellent customer proposition for Oman Air passengers in terms of ease and convenience. On the other hand, it has reduced our transaction costs significantly. Internet booking is yet another measure in the same direction. We are also looking into various possibilities to reduce our other distribution costs. Fuel prices have stabilised since last the three months after reaching record highs during 2006. However, in view of certain geo-political tensions and supply constraints, the prices may rise once again in future. Besides fuel hedging programmes, we are studying various other measures including weight reduction programmes, improved flying practices, greater use of alternative ground-based energy sources, and improved maintenance procedures. In the Airport Services business, we will continue to strive to be an excellent service provider to all airlines and passengers at Seeb and Salalah airports. We are committed to investing in the stateof-the-art equipment and systems at these airports. Having successfully implemented a new departure control system in 2005, we will soon implement CUTE and Baggage Reconciliation systems at Seeb Airport. We will continue to invest in our manpower so that they maintain the focus on customer service without compromising safety or quality of our services. Seeb Airport is undergoing a major phased expansion. Oman Air is working closely with the authorities to ensure that we are well equipped to handle the new challenges. A strong sense of social responsibility is central to Oman Air’s values and beliefs. In the spirit of a caring corporation, Oman Air responded during the recent war in Beirut, Lebanon by operating flights to evacuate Omani nationals. Oman Air has sponsored many social organisations that promote health and social welfare activities. Oman Air sponsored the Omani team for the fifth Special Olympics MENA Regional Games held in Dubai. During the year, the Company organised an eight-week summer training programme for the students of the Sultan Qaboos University to provide exposure and hands-on experience in the field of corporate communications, marketing and sales. During the year, the Company won various awards. Notable among those are the Gold Award received for excellence in web design and development in the Travel & Tourism category in Oman; the Award conferred by the Faculty of Arts and Social Sciences, Sultan Qaboos University for contributing towards the development of students’ skills in media; and the Special Award conferred by Sabre Holdings for implementation of new products using modern technologies to improve the standard of service to customers. I wish to place on record my appreciation for the outstanding commitment and hard-work of all our employees that has resulted in such excellent results. I am grateful for the continued support and guidance extended by the Government of Oman and our Board of Directors who have helped us achieve these impressive results. I would also like to express my sincere thanks to all our loyal customers, suppliers and other business associates for their continued support. Ziad Karim Al Haremi Chief Executive Officer 11 12 Report of factual findings in connection with Corporate Governance Report of Oman Aviation Services Company SAOG and application of the corporate governance practices in accordance with CMA Code of Corporate Governance. TO THE SHAREHOLDERS OF OMAN AVIATION SERVICES COMPANY SAOG We have performed the procedures prescribed in Capital Market Authority (CMA) Circular No. 16/2003 dated 29 December 2003 with respect to the Corporate Governance Report of Oman Aviation Services Company SAOG for the year ended 31 December 2006 and application of the corporate governance practices in accordance with CMA Code of Corporate Governance issued under Circular No. 11/2002 dated 3 June 2002, and its amendments. Our engagement was undertaken in accordance with the International Standards on Auditing applicable to agreed-upon procedures engagements. The procedures were performed solely to assist you in evaluating the Company’s compliance with the Code as issued by the CMA. We report our findings as below: We found the Company’s Corporate Governance Report reflects its application of the provisions of the Code, and is free from any material misrepresentation, except for one instance where the interval between the two Board Meetings exceeded the maximum permitted interval of four months. Because the above procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing, we do not express any assurance on the Corporate Governance Report. Had we performed additional procedures, or had we performed an audit or review of this report in accordance with International Standards on Auditing, other matters might have come to our attention that would have been reported to you. This report is solely for the purpose set forth in the first paragraph of this report and for your information, and is not to be used for any other purpose. This report relates only to the Board of Directors’ Corporate Governance Report included in its Annual Report for the year ended 31 December 2006, and does not extend to any financial statements of Oman Aviation Services Company SAOG, taken as a whole. Deloitte & Touche (M.E.) Muscat, Sultanate of Oman 5 March 2007 14 In accordance with the Capital Market Authority (“CMA”) Circular No. 11/2002 dated 3 June 2002, we are pleased to present the 5th Corporate Governance Report of Oman Aviation Services Co. SAOG (“the Company”) for the year ended 31 December 2006. The Auditors have performed the procedures prescribed in the Capital Market Authority Circular No. 16/2003 dated 29 December 2003 with respect to the Corporate Governance Report of the Company and its application of the corporate governance practices in accordance with the CMA Code of Corporate Governance issued under Circular No. 11/2002 dated 3 June 2002, and its amendments. Company’s Philosophy The Company is committed to comply with the Code of Corporate Governance issued by the CMA. The Company has and will continue to uphold the highest standards of corporate governance. The Board and the Management strive to accomplish this through very high levels of transparency and accountability in its conduct of business. The Company’s focus has been on best business practices that are ethical and fair while achieving the ultimate objective of enhancing long-term shareholder value. Appropriate systems and procedures are continuously developed to evaluate and monitor the Company’s processes and performance to ensure they meet high standards of corporate governance. Board of Directors The Company’s Board comprises of Non-Executive Directors. All Directors are Independent Directors as defined in the Code of Corporate Governance. There are nine members on the Board. The Government nominees hold highly responsible offices in the Government while Directors from private sector are businessmen of high repute. Members of the Board of Directors are to be selected from the shareholders of the Company or others, provided that the nominee - if a shareholder (from private sector), shall possess at least 2,000 shares in the Company. Four members, including the Chairman, represent the Government’s shareholding, and shall be appointed in accordance with the Article (132) of the Commercial Companies Law No. 4/74, and amendments thereto. Directors’ Attendance Record and Directorships Held During the Financial Year 2006 Name of Director Position Board Whether Meetings attended attended last AGM Directorship in other SAOGs H.E. Said bin Hamdoon Saif Al Harthy Chairman 9 Yes None Mr. Mohammed bin Ali bin Mohammed Al Barwani Deputy Chairman 9 Yes Transgulf Investment SAOG (Chairman) Tageer Finance Co. SAOG (Chairman) Shell Oman Marketing Co. SAOG (Director) Mr. Mohammed bin Abdullah bin Said Al Rawas Non-Executive Director 5 Yes Raysut Cement Co. SAOG (Vice Chairman) Dhofar Cattle Feed Co. SAOG (Director) Oman & Emirates Investment Holding Co. SAOG (Director) Mr. Sulaiman bin Ahmed bin Saeed Al Hoqani Non-Executive Director 8 No Oman Hotels and Tourism SAOG (Chairman) Global Financial Investments SAOG (Chairman) Muscat Finance Co. Ltd. SAOG (Deputy Chairman) Mr. Khalifa bin Shamis bin Mohammed Al Subhi Non-Executive Director 9 Yes None Engr. Mohammed bin Abdullah bin Faraj Al Yafie Non-Executive Director 9 No None Mr. Rashid bin Mohammed bin Hamad Al Kiyumi Non-Executive Director 9 Yes None Mr. Hussain bin Ali bin Hassan Al Raisi Non-Executive Director 6 N.A None Dr. Anwar bin Mohammed bin Abdulaziz Al Rawas Non-Executive Director 6 N.A Dhofar University Co. (SAOG) (Director) Mr. Abdulaziz bin Ahmed bin Sultan Al Hosany (Left Board on 29 March 2006) Non-Executive Director 3 No National Gas Co. SAOG (Chairman) National Securities Co. SAOG (Deputy Chairman) Mr. Khalil bin Abdullah bin Mohammed Al Khonji (Left Board on 29 March 2006) Non-Executive Director 2 Yes Al Jazeera Tube Mills Co. SAOG (Director) Oman International Development & Investment Co. SAOG (Director) Oman Waste Water Services Co. SAOG (Director) 15 16 Functions of the Board Remuneration of Top Five Executives The Board is fully aware of its functions and responsibilities as defined by CMA’s Code of Conduct. The Board appoints all members of the Executive Management and decides their remuneration. The Board approves business plans and financial policies of the Company. The Board reviews policies and regulations governing Company activities and specifies authorities and responsibilities of key Management members. The Board reviews the Company’s long-term and yearly financial plans and key objectives. The Company’s performance is reported to the Board on a monthly basis, and the same is reviewed and discussed in the Board meetings. The Board appoints sub-committees, including an Audit Committee and evaluates their functions and performance. The Disclosure Policy of the Company, which is in line with the Code of Corporate Governance, has been approved by the Board and implemented. The Board assesses the major risks faced by the Company and reviews options to mitigate them. The Board ensures that processes are in place to maintain the integrity of the Company, i.e. integrity of the financial statements, compliance with law and internal control systems. The Board approves the quarterly, half-yearly and annual financial statements. The Board reports to the shareholders, in the Annual Report, about the status of the Company, with supporting assumptions. Process of Nomination of the Directors Four members are appointed by the Government, including the Chairman of the Board, and five are appointed from the private sector by election once every three years. Entity Represented by Non-Independent Directors There are no Non-Independent Directors in the Company. Board Meeting Number and Dates Board Meeting No. Board Meeting Date 1 – 2006 22 January 2006 2 – 2006 23 January 2006 3 – 2006 2 February 2006 4 – 2006 5 April 2006 5 – 2006 30 April 2006 6 – 2006 8 June 2006 7 – 2006 29 October 2006 8 – 2006 30 October 2006 9 – 2006 25 December 2006 There have been no material related transactions between the Company and its Directors. Specific related party transactions are disclosed to the shareholders at the Ordinary General Meeting. Particulars Total (RO Per Annum) Salary 195,717 Bonus 13,500 Allowances 44,611 PASI 16,298 Perquisites 11,584 Total 281,710 Executive Committee At present, the Executive Committee carries out specific functions delegated by the Board of Directors. These functions include, review of Management budget proposals, review of Management proposals concerning new routes, fleet rationalisation and new ventures. Objective of the Executive Committee is to conduct an in-depth review of specific issues before the same are approved by the Board. Attendance Record of the Executive Committee Members Name of Director No. of Meetings Meetings Attended 1. H.E. Said bin Hamdoon bin Saif Al Harthy Chairman 3 3 2. Mr. Mohammed bin Ali bin Mohammed Al Barwani (Till 5 April 2006) Deputy Chairman 2 2 3. Mr. Khalifa bin Shamis bin Mohammed Al Subhi Non-Executive Director 3 2 4. Mr. Abdulaziz Ahmed Sultan Al Hosany (Left Board on 29 March 2006) Non-Executive Director 2 2 5. Mr. Khalil bin Abdullah bin Mohammed Al Khonji (Left Board on 29 March 2006) Non-Executive Director 2 2 6. Dr. Anwar bin Mohammed bin Abdulaziz Al Rawas (From 5 April 2006) Non-Executive Director 1 1 7. Engr. Mohammed bin Abdullah bin Faraj Al Yafie (From 5 April 2006) Non-Executive Director 1 1 8. Mr. Sulaiman bin Ahmed bin Saeed Al Hoqani (From 5 April 2006) Non-Executive Director 1 – Remuneration Matters All Directors, including the Chairman, are Non-Executive and do not draw any fixed salary from the Company. The total remuneration paid to Directors as sitting fee for financial year 2006 was RO 95,421. The total value of tickets issued to Directors for the financial year 2006 was RO 4,030. During 2006, Executive Committee members consisted of six Non-Executive Directors of who all were Independent, but became 5 effective 5 April 2006. Each employee of the Company draws salary based on the ‘job group’ assigned to his job. Job groups are assigned to different jobs based on the duties, responsibilities, skills and experience relevant to such jobs. 17 Audit Committee Market Price Data During 2006, Audit Committee members consisted of five Non-Executive Directors and four Non-Executive Directors effective 5 April 2006 of who, all were Independent. Seven meetings were held during 2006 to discuss issues concerning internal control, internal audit plans and internal / external audit reports, quarterly financial statements filed with Capital Market Authorities (CMA) and other related issues. Attendance Record of the Audit Committee Members Name of Director No. of Meetings Meetings Attended 1. Mr. Mohammed bin Abdullah bin Said Al Rawas Chairman, Audit Committee 7 5 2. Mr. Mohammed bin Ali bin Mohammed Al Barwani (From 5 April 2006) Audit Committee Member 5 2 3. Mr. Abdulaziz bin Ahmed bin Sultan Al Hosany (Left Board on 29 March 2006) Audit Committee Member 2 1 4. Mr. Khalil bin Abdullah bin Mohammed Al Khonji (Left Board on 29 March 2006) Audit Committee Member 2 1 5. Mr. Khalifa bin Shamis bin Mohammed Al Subhi (Till 5 April 2006) Audit Committee Member 2 2 6. Mr. Rashid bin Mohammed bin Hamad Al Kiyumi Audit Committee Member 7 7 7. Mr. Hussain bin Ali bin Hassan Al Raisi (From 5 April 2006) Audit Committee Member 5 5 Audit and Internal Control The Audit Committee has reviewed, on behalf of the Board, the effectiveness of internal controls by meeting the internal auditor, reviewing the internal audit reports and recommendations and meeting the external auditor, reviewing the audit findings reports and the external audit management letter. The Audit Committee and the Board are pleased to inform the shareholders that reasonable internal control systems are in place and that there are no significant concerns. Means of Communication with Shareholders and Investors The Company publishes quarterly results in the leading Arabic and English newspapers. The complete quarterly results, as submitted to CMA, are also mailed to any shareholder upon written request, and are also available for inspection at the Company’s registered office. The Company produces a comprehensive Annual Report for its shareholders. Audited annual financial statements with the Chairman’s Report are sent by mail to each shareholder. At the same time, the Company gives press releases from time to time for all strategic issues, such as opening of new routes, change in fleet, financing agreements, etc. The Company also has its own website where airline-related information is available. 18 Monthly high / low share price data for financial year 2006 Month, 2006 High (RO) Low (RO) Volume January 1.630 1.280 1,697,755 February 1.600 1.500 58,494 March 2.000 1.450 1,193,508 April 1.700 1.440 284,070 May 1.450 1.100 131,148 June 1.400 1.201 36,883 July 1.300 1.120 25,629 August 1.300 1.200 31,528 September 1.300 1.200 16,876 October 1.430 1.210 80,500 November 1.455 1.320 234,888 December 1.425 1.300 74,745 Performance in Comparison to Broad-based Index of MSM (Relevant Sector) Specific Areas of Non-Compliance with the Provisions of Corporate Governance There is no other company listed on MSM in the same sector. As per the requirement of Article 4 of the Code of Corporate Governance, the Board of Directors are required to meet atleast once every four months with a maximum time gap of four months between any two consecutive meetings. The Board of Directors of the Company met nine times during the year, but has on one occasion (between the 6th and 7th Meeting) not complied with this requirement. However, during such interim period, the Executive Committee (3rd Meeting) and Audit Committee (5th Meeting) have met once each. Distribution of Shareholding The major shareholders of the Company are as follows, with the Government of the Sultanate of Oman being the major shareholder. Major Shareholders Shareholders with more than 2% shareholding are: Name of the shareholder No. of shares held Government of Oman 4,495,282 33.844 Mohammed Ahmed Said Al Qassmi 1,342,002 10.104 MB Petroleum 554,893 4.178 Sulaiman bin Ahmed bin Saeed Al Hoqani 523,820 3.944 Rashid Darwish Ahmed Saif Al Qatabi 510,132 3.841 O.A.B Under Asset Management / Gulf 359,189 2.704 Corporate Association of Abu Dhabi 344,376 2.593 First National Company 330,000 2.484 ROP Pension Fund 279,884 2.107 8,739,578 65.799 Total shares held by Top 9 shareholders Shareholding (%) Professional Profile of the Statutory Auditor Deloitte Touche Tohmatsu is an organisation of member firms devoted to excellence in providing professional services and advice. Deloitte is focused on client service through a global strategy executed locally in nearly 140 countries. With access to the deep intellectual capital of 135,000 people worldwide, their member firms, including their affiliates, deliver services in four professional areas: audit, tax, consulting, and financial advisory. Deloitte & Touche in the Middle East is the oldest and largest indigenous professional services firm with more than 1,000 people serving businesses and governments in 14 countries through 25 offices. The Oman Practice currently includes three Partners and over 30 professionals. 19 20 During 2006, the Airline Industry in the Middle East region has witnessed improved performance on all fronts. Along with increase in traffic volumes and healthy seat utilisation, average yields also improved, boosting airline revenues. However, against these improvements in key parameters, the rapid increase in fuel cost posed a major concern. Fuel prices continued to rise throughout the year. However, the prices declined towards the end of the year, and this provided relief to the airlines during the last quarter. Fuel prices are expected to remain at current level, at least in the short term. However, in view of supply-side constraints and growing demand, we do not anticipate fuel prices to decline any further. Oman Air, continued its focus on being a niche regional carrier with Muscat as its hub, and strengthening its presence in the Middle East and the Indian sub-continent. By operating into markets with growth potential, by differentiating its product from the competition, and optimising its top-line revenues through various yield improvement measures, Oman Air has withstood the impact of external forces - largely the impact of rising fuel prices and reported improved financial results. The Airport Services business also showed impressive results with increased flights and passengers movement at Seeb International Airport. Airport Services, which includes Ground Handling, Cargo Handling and Catering Services, witnessed enhanced profitability with the increase in passenger movement and catering uplift at Seeb Airport. Airport Services benefited from good economic growth in the region, which has fuelled good traffic and passenger growth. Flight movement was higher by 16% due to increased operations mainly by Gulf Air, Etihad Airways, Qatar Airways, Royal Jordanian, Saudi Arabian Airlines and Kuwait Airways. Catering meal uplift was noticeably higher by 28%, mainly due to the increase in meal uplift by Gulf Air. All these factors had a favourable impact on handling and catering revenues. The Airline division also showed improved performance compared to the previous year. Passenger traffic increased by 8% and the total revenue increased by 10%. New routes to Delhi and Hyderabad, commenced in June 2005, matured during 2006. Oman Air expanded its network by introducing the new route to Amman in December 2006. The overall seat factor remained healthy at 76%. Airline results undoubtedly were affected by the unprecedented increase in fuel prices. Fuel prices, which continued to escalate through a major part of the year, added RO 2.8 million to the fuel costs. Increase in fuel surcharge helped us to mitigate the impact of the increase in fuel prices to some extent. During the year, Oman Air flew more than 1.2 million passengers. During the year, the new route to Amman was started and additional frequencies were deployed on profitable routes. In the Airport Services business, we handled 23,545 flights and 4.521 million passengers at Seeb Airport. The Duty Free business, which is operated as a joint venture with Aer Rianta reported increased profits mainly as a result of the higher flight and passenger movement during the year, and increased range of products. Financial and Sector Performance Revenue increased by RO 9.578 million or 13% over the last year. Revenue Net profit for the Year 2006 was RO 2.893 million compared to the net profit of RO 1.006 million in the previous year. The Company’s operating performance showed a significant improvement in 2006 when compared to 2005. Profit from operations was RO 5.023 million compared to a profit of RO 2.315 million in 2005. The adoption of IAS 37 with regard to maintenance provision, and IAS 16 with regard to component depreciation, had a favourable impact on the income statement. 21 22 Scheduled Services Scheduled Services revenue was RO 62.564 million, higher by RO 5.769 million or 10% compared to the previous year. Passenger traffic rose by 91,000 passengers or 8%. This was achieved due to full year impact of the operations to Delhi and Hyderabad started in June 2005, new route to Amman in December 2006, and the increase in operations on certain profitable routes. Despite the increasing competition from major players and resultant discounting of fares, Oman Air succeeded in maintaining and strengthening its market share, developing Muscat as a strategic hub, and providing right volume of frequencies and connectivity to its passengers. The lease of 2 ATR42 500 aircraft to Deccan Aviation Private Limited also brought in additional revenue. Revenue increased as major airlines, mainly Gulf Air, have increased their operation. While wide-body flight movement increased by 18%, narrow-body flight movement, other than ATR aircraft, also increased by 18%. • • • • • Passenger traffic rose significantly by 91,000 passengers or 8% Overall capacity (ASK) rose by 2% Revenue traffic (RPK) rose by 2% Overall seat factor remained at 76% • • • • Flight movement at Seeb Airport, increased from 20,353 to 23,545 flights, up 16%. Airlines, other than Oman Air, increased operations from 14,609 to 17,664 flights, up 21%. Wide-body flight movement increased from 7,209 to 8,511 flights and narrow-body flight movement, other than ATR aircraft, increased from 11,632 to 13,693 flights. Passenger movement rose from 3.388 million to 4.521 million passengers, up 33%. Cargo tonnage handled rose from 55,656 to 67,696 metric tonnes, up 22%. Catering Catering revenue during the year recorded RO 6.104 million, an increase of RO 1.378 million or 29% compared to RO 4.726 million reported in the previous year. The Aircraft Catering business witnessed growth over the last year with increased flight movement and catering uplift by major carriers. Total meals uplifted rose from 3,304,000 to 4,237,000, up by 28%. Air Charter Services Expenditure Air Charter Services recorded a revenue of RO 5.089 million, a decrease of RO 140,000 from the previous year on account of step-down charges applicable during the extension period as per our contract with PDO. PDO will upgrade the services to jet operations, effective January 2008. Net expenditure increased only by 9% from RO 74.022 million to RO 80.892 million, as against a 13% increase in revenue. The increase in cost is mainly on account of fuel, which rose by RO 2.816 million or 19%. This was mainly due to a 16% increase in fuel price and partly due to increase in operations compared to the previous year. While most costs increased commensurate with increase in operations, catering material cost increased only by 20%, as against a 29% increase in revenue. It is important to note that, but for the increase in fuel price, operating profit would have been even better compared to previous year. Current year expenditure includes RO 550,000 provided for staff ex-gratia. Handling Fees Handling revenue for the year was RO 12.079 million, an increase of RO 2.515 million or 26% over the previous year’s revenue of RO 9.564 million. 23 During the current year, maintenance cost provisions for aircraft and engines are carried in accordance with the provisions of IAS 37. In addition, the Company adopted component accounting and its related depreciation of its aircraft and engines in accordance with provisions of IAS 16. Fuel Cost Fuel cost rose by RO 2.816 million or 19% mainly due to 16% increase in fuel price and partly due to the increase in operations compared to previous year. Maintenance Cost In compliance with the provisions of IFRS, actual maintenance cost is accounted in the current year. Previous year cost includes maintenance provisions for aircraft, engines and rotables to meet future contingencies. Aircraft Operating Expenses These expenses comprise of handling, landing, simulator costs, etc. These costs were up RO 393,000 or 6%, in line with the increase in flight movement, compared to the previous year. Passenger-related Costs Passenger-related cost increased marginally from RO 4.763 million to 4.787 million, an increase of RO 24,000 compared to 8% passenger traffic increase. The increase was mainly due to increase in reservation cost and passenger service charges. Catering Materials Consumed Cost of catering materials, items used in the Company’s Catering business, increased by RO 401,000 or 20%, as against a 29% increase in revenue. Greater economies of scale and control over expenses yielded higher gross margins in this business. Staff Costs Manpower costs increased by RO 2.497 million or 11% compared to last year. The Company’s manpower strength increased from 2,878 in 2005 to 3,125 in 2006, up 9%. Increase in manpower cost was due to the increase in staff strength, and partly due to increments and promotions given in 2006. Increase in manpower strength was mainly to cater to higher flight movement and meal uplift. Other increases in manpower were restricted to critical operational requirements and positions that would add value in terms of enhanced customer service, productivity and profitability. Current year expenditure includes RO 550,000 provided for staff ex-gratia. Insurance Cost The Company’s insurance costs increased by RO 94,000 or 9%. This is due to full year impact of insurance costs on the new B737 aircraft acquired in April 2005. Although the actual increase in the insurance costs for the new aircraft is higher, declining aviation insurance premiums have lowered the impact. Aviation insurance premiums are gradually declining, after reaching an all-time high post September 11, 2001. Depreciation Depreciation cost was higher by RO 1.844 million over last year. The Company adopted component accounting as prescribed under IAS 16 and as a result, the depreciation charge for aircraft and engines for the year is higher. The increase is also attributed to full year impact of depreciation cost on one additional aircraft purchased during April 2005 and new ground equipment, and aircraft rotables purchased during the year. Concession Fee Operating Lease Rentals Aircraft lease costs amounted to RO 5.666 million compared to RO 5.623 million, a marginal increase of RO 43,000. As in the previous year, the airline leased two B737-700 aircraft, one B737800 aircraft, and two ATR42 aircraft. 24 The Company pays a concession fee to Oman Airport Management Company, the airport operator at Seeb and Salalah airports. The basis of concession fee has changed effective 2002 under the new concession agreement. From a profit-based concession fee levied in the past, the Company now pays this fee as a share of its revenue. The Company pays 7.5% of its handling revenue and 5% of its catering revenue as concession fee. The impact of concession fee in 2006 was RO 1.157 million as against RO 891,000 in 2005. The increase is due to increased handling and catering revenue from Airport Services. all critical activities. Further, statutory audit, state audit and the audit committee augment review of internal controls within the Company. During 2006, no material lapse or weakness in controls has been identified. Capital Expenditure Fixed assets decreased from RO 64.053 million in 2005 to RO 57.783 million in 2006, lower by RO 6.270 million. During the year, the Company adopted component accounting as prescribed under IAS 16 and has split the aircraft and engines into its components such as airframe and engines. These asset components have been depreciated in accordance with their estimated useful lives. The Company continued to make capital investment in assets during the year. Total investment in assets was RO 3.163 million during the year. This mainly comprised of investment of RO 774,000 in aircraft spares, RO 1,825,000 in ground equipment and RO 224,000 for IT systems. Our People Company staff strength as at 31 December 2006 was 3,125 employees. Omani nationals represent 72% of the total staff strength. Financial Position As at 31 December 2006, shareholders equity stood at RO 19.914 million, up by RO 2.904 million over the last year, due to profit reported in 2006. Net assets per share amounted to RO 1.499, up by 90 Baizas compared to last year. Current assets have improved compared to last year mainly due to the increase in cash inflows due to higher revenues. Non-current liabilities decreased from RO 53.863 million in 2005 to RO 45.809 million in 2006. This is mainly due to the decrease in maintenance cost provision carried at the end of the year in compliance with the provisions of IAS 37. The Company has generated a positive cash flow from operations as shown in the Statement of Cash Flow in the audited financial statements. Cash flow from operations was RO 10.996 million in 2006 compared to RO 10.703 million in 2005, an increase of RO 293,000. After servicing and repayment of debt and other capital expenditure, available cash was RO 5.266 million compared to RO 2.725 million in 2005. Internal Controls The Company has an adequate internal control system commensurate to its size and nature of business. The internal audit department continues to maintain its focus on internal controls in Opportunities and Threats The global economy is entering a maturity phase, having had remarkable growth during the years 2004-06. The global GDP growth, as published by IMF estimates, is forecast at 4.7 percent for the year 2007. The economic growth in the Middle-East is expected to experience a higher-than-world-average growth as high oil prices have led to increased government spending, enhanced liquidity and significant increase in economic activity. The Middle-East has been experiencing rapid economic growth, which is primarily driven by increased investment. High oil revenue in the last two years has led to increased fiscal spending by Governments on infrastructure development and non-oil sectors such as tourism. Oman’s economy has been growing well in the recent years. With the Government’s emphasis on development of non-oil sectors, renewed focus on tourism, and the privatisation drive, the economy is expected to grow at a healthy rate of 6% in 2007. The healthy growth of the carriers in the region is expected to continue for the next five years, with increase in passenger and freight traffic. The region has witnessed a rapid expansion and addition of capacity by major players. Expansion by other carriers on destinations presently served by Oman Air will pose a threat in terms of intense competition for market share and resultant decline in yields. However, with a sustained pursuit of its core plan to be a strong and quality niche regional airline, the Company is well geared to offset the adverse impact of erosion of its market share. The Company will capitalise on the available opportunities through innovating marketing, product development, value added service and expansion into routes that offer synergy with the present network. Oman Air will also further strengthen its presence on existing routes with a focus on high frequencies, on-time performance, quick turnarounds, convenient flight timings, good connectivity, and high standards of customer service, both on the ground and in the air. High fuel prices continue to be a threat and can negate improvements in all other areas. The proposed phased expansion of Seeb and Salalah airports will benefit the Airport Services business. Oman Air will continue to invest in new technologies, state-of-the-art systems, and manpower training. This, combined with competitive pricing, it is hoped, will enable the Company to enhance its revenue and profits in this business. Outlook Although the region has witnessed a build up of capacity and resultant competition from some large carriers, we believe that the strong focus on customer care and innovative product development can lead to an increased market share, greater passenger traffic and revenue growth for the Company. Sustained monitoring of costs combined with economies of scale through measured expansion on profitable regional routes, on the other hand, can improve margins in the Company’s Airline business. In the Airport Services business, the Company is working jointly with Oman Airport Management Company to ensure Seeb International Airport strengthens its competitive edge with investment in human resources, training and modern airport systems. In the absence of a major change in competitive landscape or further increase in fuel prices, Oman Air is confident that it can sustain its good financial performance in the coming year. 25 26 Independent auditor’s report to the shareholders of Oman Aviation Services Company SAOG We have audited the accompanying financial statements of Oman Aviation Services Company SAOG, which comprise of the Balance Sheet as at 31 December 2006, and the Income Statement, Statement of Changes in Equity and Cash Flow Statement for the year ended 31 December 2006, and a summary of significant accounting policies and other explanatory Notes, as set out on pages 29 to 53. The financial statements for the year ended 31 December 2005 were audited by another auditor; whose report dated 2 March 2006 expressed an unqualified opinion thereon. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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 present fairly in all material respects the financial position of Oman Aviation Services Company SAOG as of 31 December 2006, and of its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards and the relevant disclosure requirements of Commercial Companies Law of 1974, as amended, of the Sultanate of Oman. Also, in our opinion, the financial statements comply, in all material respects, with the disclosure requirements set out in the Rules for Disclosure and Proformas issued by the Capital Market Authority and those prescribed under the Commercial Companies Law of 1974, as amended, of the Sultanate of Oman. Deloitte & Touche (M.E.) Muscat, Sultanate of Oman 5 March 2007 28 Balance Sheet as at 31 December 2006 Notes 2006 RO ’000 2005 RO ’000 57,783 308 1,018 1,073 64,053 297 813 498 60,182 65,661 2,815 14,536 9,504 5,266 2,405 13,988 10,000 2,725 Total current assets 32,121 29,118 Total assets 92,303 94,779 13,283 3,735 64 2,832 12,075 3,446 147 53 1,289 19,914 17,010 831 32,728 6,289 3,711 2,163 87 4,535 37,337 5,983 4,017 1,991 - 45,809 53,863 362 4,609 21,609 672 4,531 18,703 Total current liabilities 26,580 23,906 Total equity and liabilities 92,303 94,779 1.499 1.409 ASSETS Non-current assets Aircraft, property, plant and equipment Available-for-sale investments Investment in associate company Long-term receivables 3 4 5 6 Total non-current assets Current assets Inventories Trade and other receivables Term deposits Cash and cash equivalents 7 8 9 10 EQUITY AND LIABILITIES Capital and reserves Share capital Legal reserve General reserve Cumulative changes in fair value Retained earnings 11 12 13 14 Total equity Non-current liabilities Provision for maintenance of aircraft, engine and rotables Interest-bearing loans and borrowings Government soft loan Deferred Government grant Employees’ end of service benefits Deferred tax liability 16 17 19 19 20 21 Total non-current liabilities Current liabilities Current portion of provision for maintenance of aircraft, engine and rotables Current portion of interest-bearing loans and borrowings Trade and other payables Net assets per share (RO) Chairman 16 17 22 23 Director The accompanying Notes form an integral part of these financial statements. 29 30 Income Statement for the year ended 31 December 2006 Notes 2006 2005 RO ’000 RO ’000 Revenue 24 85,915 76,337 Expenditure 25 (80,892) (74,022) 5,023 2,315 Gross profit Profit on sale of investment - 626 26 531 325 Share of profits of an associate company 5 556 386 Increase in fair value of long-term receivables 6 - Interest and investment income Finance cost Profit before concession fee and tax Concession fee 27 Profit before tax Deferred tax (1,770) 4,137 1,897 (1,157) (891) 2,980 21 Profit after tax Basic earnings per share (Baizas) 15 (1,973) 29 1,006 (87) – 2,893 1,006 221 83 The accompanying Notes form an integral part of these financial statements. 31 The accompanying Notes form an integral part of these financial statements. 32 Statement of Changes in Equity for the year ended 31 December 2006 Cumulative changes Share Legal General in fair Retained capital reserve reserve value earnings Total RO ’000 RO ’000 RO ’000 RO ’000 RO ’000 RO ’000 12,075 3,346 57 299 473 16,250 Profit for the year - - - - 1,006 1,006 Transfer to legal reserve - 100 - - (100) - Transfer to general reserve - - 90 - (90) - Cumulative changes in fair value - - - (246) - (246) 12,075 3,446 147 53 1,289 17,010 - - - - 2,893 2,893 1,208 - (147) - (1,061) - Transfer to legal reserve - 289 - - (289) - Cumulative changes in fair value - - - 11 - 11 13,283 3,735 - 64 2,832 19,914 Balance as at 1 January 2005 Balance as at 1 January 2006 Profit for the year Issue of bonus shares Balance at 31 December 2006 The accompanying Notes form an integral part of these financial statements. 33 The accompanying Notes form an integral part of these financial statements. 34 Statement of Cash Flows for the year ended 31 December 2006 Operating activities Profit before tax Adjustments for: Profit on sale of investment Increase in fair value of long-term receivables Depreciation of aircraft, property, plant and equipment Net transfer to provision for end of service benefits Interest and investment income Share of profit of associate company Finance charges Loss on sale of aircraft, property, plant and equipment 2006 RO ’000 2005 RO ’000 2,980 1,006 9,421 383 (531) (556) 1,973 29 (626) (15) 3,676 356 (325) 1,770 50 Operating cash flows before movement in working capital Decrease/(increase) in working capital: Inventories Trade and other receivables Trade and other payables Aircraft maintenance provision Security deposit paid 13,699 5,892 (410) (1,811) 4,107 (4,014) (575) (360) (3,619) 6,807 1,983 - Cash generated from operations Finance charges paid Employees’ end of service indemnity paid 10,996 (1,981) (211) 10,703 (1,770) (176) 8,804 8,757 Investing activities Purchase of aircraft, property, plant and equipment Purchase of investment Decrease/(increase) in term deposits Interest and investment income Proceeds from sale of aircraft, property, plant and equipment Sale of investments Share of profit received from associate company (3,270) 496 601 90 351 (11,901) (3) (10,000) 325 8 1,067 - Net cash used in investing activities (1,732) (20,504) Financing activities Interest-bearing loans and borrowings obtained Government soft loan obtained Repayment of loans and borrowings (4,531) 7,942 10,000 (4,250) Net cash (used in)/from financing activities (4,531) 13,692 Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the year 2,541 2,725 1,945 780 Cash and cash equivalents at the end of the year 5,266 2,725 Net cash from operating activities The accompanying Notes form an integral part of these financial statements. 35 36 Notes to the Financial Statements for the year ended 31 December 2006 1 Legal status and principal activities Oman Aviation Services Company SAOG (“the Company”) is an Omani joint stock company registered under the Commercial Companies Law of the Sultanate of Oman. The principal activity of the Company is to transport passengers and freight on a scheduled and charter basis and to provide ground handling, catering and other airline-related services. The Company was formed under Royal Decree 52/81 dated 24 May 1981, and commenced operations on 1 October 1981. Initial duration of the Company was for a period of 20 years from the date of commercial registration to 31 January 2002. Prior to expiry, the Company’s shareholders passed a resolution in an Extra-ordinary General Meeting on 27 January 2002 extending the Company’s duration for an indefinite period. The registered address of the Company is PO Box: 58, PC 111, Seeb, Sultanate of Oman. 2 Summary of significant accounting policies These financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB), interpretations used by the Standing Interpretations Committee of the IASB and the requirements of the Commercial Companies Law of 1974, as amended, and the Capital Market Authority. Adoption of new and revised International Financial Reporting Standards (IFRS) For the year ended 31 December 2006, the Company has adopted all of the new and revised standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for the year beginning on 1 January 2006. The adoption of these standards and interpretations has not resulted in changes to the Company’s accounting policies and has not affected the amounts reported for the current period. At the date of authorisation of these financial statements, the following standards and interpretations were in issue but not yet effective: Effective for annual periods beginning on or after IFRS 7 Financial instruments IFRIC 7 Applying the restatement approach under IAS 29, Financial reporting in hyper inflationary economies IFRIC 8 Scope of IFRS 2 IFRIC 9 Reassessment of embedded derivatives IFRIC 10 Interim financial reporting and impairment 1 January 2007 1 1 1 1 March 2006 May 2006 June 2006 March 2006 The Management anticipates that the adoption of the above standards and interpretations in future periods will have no material impact on the financial statements of the Company. Basis of preparation These financial statements are presented in Omani Rials (“RO”), which is the currency in which the majority of transactions are denominated and are rounded off to the nearest thousand. These financial statements are prepared on historical cost basis as modified by measurement of certain financial instruments at fair value. The preparation of the financial statements in conformity with the IFRS requires the Management to make estimates and assumptions that affect the reported amount of financial assets, liabilities, income and expenses at the date of the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The critical accounting estimates and matters involving significant judgements are disclosed in Note 34. 37 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 2 Summary of significant accounting policies (continued) Aircraft, property, plant and equipment Aircraft, property, plant and equipment are stated at cost, less accumulated depreciation and any identified impairment loss. Borrowing costs, net of interest income, which are directly attributable to acquisition of items of aircraft, property, plant and equipment, are capitalised as the cost of aircraft, property, plant and equipment. Subsequent expenditure Expenditure incurred to replace a component of an item of aircraft including major inspection and overhaul expenditure is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the item of aircraft, property, plant and equipment. All other maintenance expenditure is recognised in the Income Statement as an expense as and when incurred. Cost of expenses incurred for regular inspections of air frame and engines are capitalised and depreciated over the period between consecutive inspections, which is generally 8 and 3 years respectively. Depreciation Depreciation is calculated so as to write off the cost of aircraft, property, plant and equipment (other than capital work in progress) on a straight line basis over the expected remaining useful economic life of the asset concerned. The estimated useful lives used for this purpose are: Asset Years Air frame Engines Tools Buildings Plant and equipment Furniture, vehicles & equipment 25 15 5 5 to 25 5 to 7.5 3 to 5 Until 2005, the cost of aircraft, engines and rotables were depreciated over a period of 12 to 25 years. During 2006, in order to achieve full compliance with IFRS, the Company has further broken the cost of aircraft into air frame, engines and maintenance costs, each with separate useful lives. The effect of this change is disclosed in Note 26 to the financial statements. Leases Finance leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the Income Statement. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Leases, where the lessor retains substantially all the risks and benefits of ownership of the asset, are classified as operating leases. Operating lease payments are recognised as an expense in the Income Statement on a straight-line basis over the lease term. Impairment At each Balance Sheet date, the Company reviews the carrying amounts of its assets (or cash-generating units) 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 assets is estimated in order to determine the extent of the impairment loss (if any). 38 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 2 Summary of significant accounting policies (continued) Impairment (continued) The loss arising on an impairment of an asset is determined as the difference between the recoverable amount and the carrying amount of the asset and is recognised immediately in the Income Statement. Where an impairment loss subsequently reverses, the carrying amount of the assets is increased to the revised estimate of its recoverable amount and the increase is recognised as income immediately, provided that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised earlier. Available-for-sale investments Investments intended to be held for an indefinite period of time, but which may be sold in response to needs for liquidity or changes in interest rates or equity prices, are classified as available-for-sale. Available-for-sale investments are initially recognised at cost, which includes transaction costs, and are, in general, subsequently carried at fair value. Available-for-sale equity investments that do not have a quoted market price in an active market, and for which other methods of reasonably estimating fair value are inappropriate, are measured at cost, as reduced by allowances for estimated impairment. For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the profit or loss for the period. Impairment losses recognised in profit or loss for equity investments classified as available-for-sale are not subsequently reversed through profit or loss. Investments in associate An associate is an entity over which the Company has significant influence, and that is neither a subsidiary nor an interest in a joint venture. ‘Significant influence’ is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held-for-sale, in which case it is accounted for under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the Balance Sheet at cost as adjusted for post-acquisition changes in the Company’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Company’s interest in that associate (which includes any long-term interests that, in substance, form part of the Company’s net investment in the associate) are not recognised. Inventories Inventories are stated at the lower of cost and net realisable value. Costs comprise purchase cost and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated principally using the Weighted Average method. Financial instruments Financial assets and liabilities are recognised on the Company’s Balance Sheet when the Company becomes a party to the contractual provisions of the instrument. The principal financial assets are long-term receivables, trade and other receivables, bank balances, and cash. Long-term receivables are carried in the Balance Sheet at their principal amount, less any impairment for time value of money. Trade and other receivables are initially measured at their fair value, and subsequently measured at amortised cost, using the Effective Interest method. Appropriate allowances for estimated irrecoverable amounts are recognised in the Income Statement when there is objective evidence that the asset is impaired. The principal financial liabilities are bank loans and trade and other payables. Interest-bearing bank loans and borrowings are initially measured at fair value, and are subsequently measured at amortised cost using the Effective Interest method. Any difference between the proceeds (net of transaction costs) and the settlement of borrowings is recognised over the term of the borrowings. 39 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 2 Summary of significant accounting policies (continued) Financial instruments (continued) Trade payables are initially measured at their fair value and subsequently measured at amortised cost, using the Effective Interest method. Share capital is stated at the net proceeds received, less direct issue costs. Deferred Government grant Interest subsidy is recognised in the Balance Sheet initially as a deferred Government grant and is amortised over the life of the loan based on the Effective Interest method in the same years in which the interest expense is incurred. Provision for staff end of service indemnity Provision for end of service indemnity for non-Omani employees is made in accordance with the Oman Labour Law, and is based on current remuneration and cumulative years of service at the Balance Sheet date. End of service indemnity for Omani employees are contributed in accordance with the terms of the Social Securities Law 1991. Provisions A provision is recognised in the Balance Sheet when the Company has a legal or constructive obligation as a result of a past event and it is probable that it will result in an outflow of economic benefits that can be reasonably estimated. Taxation Income tax is calculated as per the fiscal regulations of the Sultanate of Oman. Current tax is the expected tax payable on the taxable income for the year, using the tax rates ruling at the Balance Sheet date. Deferred tax is provided using the Balance Sheet Liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax is calculated on the basis of the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. The tax effects on the temporary differences are disclosed under non-current liabilities as deferred tax. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the unused tax losses and credits can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Revenue Passenger ticket and cargo airway bills sales, net of commission, are recognised as current liabilities in an unearned revenue account until recognised as revenue when the transportation service is provided. Unused tickets are recognised as revenue after one year from the date of sale. Other revenue is recognised at the time the service is provided, net of rebate. Interest income is accounted on accrual basis by reference to the amount outstanding and the applicable interest rates. Foreign currency Transactions denominated in foreign currencies are initially recorded at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in such currencies are translated at the rates prevailing on the Balance Sheet date. Gains and losses arising from foreign currency transactions are dealt with in the Income Statement. Cash and cash equivalents The Company considers all bank and cash balances with an original maturity of less than three months from the date of placement and bank overdraft to be cash and cash equivalents. Directors’ remuneration Directors’ remuneration is computed in accordance with the provisions of the Commercial Companies Law and the requirements of Capital Market Authority, and is charged in the Income Statement. 40 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 3 Aircraft, property, plant and equipment Plant and equipment RO ’000 Vehicles, office equipment and furniture RO ’000 Capital work-inprogress RO ’000 Total RO ’000 Airframe RO ’000 Engines and rotables RO ’000 Cost 1 January 2005 Additions Transfers Disposals / write-offs 40,179 407 16,631 - 7,003 348 - 698 19 - 6,726 62 30 - 9,737 1,161 (509) 4,549 248 497 (75) 7,784 9,702 (17,158) (40) 76,676 11,947 (624) 1 January 2006 Reclassification (Note 26) Additions Disposals / write-offs 57,217 (13,598) - 7,351 13,598 774 (33) 717 39 (2) 6,818 15 38 (101) 10,389 153 1,895 (382) 5,219 48 417 (110) 288 (216) 107 (27) 87,999 3,270 (655) 31 December 2006 43,619 21,690 754 6,770 12,055 5,574 152 90,614 Depreciation 1 January 2005 Charge for the year Disposals 5,133 2,000 (33) 1,306 433 33 595 20 - 3,015 323 - 7,286 529 (458) 3,455 371 (62) - 20,790 3,676 (520) 1 January 2006 Charge for the year Reclassification (Note 26) Disposals / write-offs 7,100 3,435 (2,064) - 1,772 573 5,965 (17) 615 47 (2) 3,338 281 (92) 7,357 623 (340) 3,764 561 (85) - 23,946 5,520 3,901 (536) 31 December 2006 8,471 8,293 660 3,527 7,640 4,240 - 32,831 Net book value 31 December 2006 35,148 13,397 94 3,243 4,415 1,334 152 57,783 31 December 2005 50,117 5,579 102 3,480 3,032 1,455 288 64,053 Tools Buildings RO ’000 RO ’000 The Company owns one Boeing 737-700 and two ATR 42-500 aircraft, and has acquired two Boeing 737-800 under finance lease arrangements. A financing agreement was signed with the lead arrangers on 4 February 2003 for the purchase of one Boeing 737-700 (delivered in June 2002) and aircraft spares. The loan is secured by guarantee provided by the Government of the Sultanate of Oman, and the aircraft is mortgaged in favour of Government of Sultanate of Oman (Note 17). The two ATR 42-500 aircraft are subject to a mortgage in favour of a bank to secure a term loan (Note 17). During February and June 2005, the Company had leased out these aircraft for the period upto 31 December 2009, to Deccan Aviation Private Limited, a private company registered in India. During the year 2006, the Company exercised its option to recall one of these aircraft as this would be used for Occidental Mukhaizna LLC operations from January 2007. During the year ended 31 December 2003, the Company entered into lease agreement with Wings of Oman Limited, a company registered in the Cayman Islands, for the lease of one Boeing 737-800 (delivered in July 2003); the net carrying amount of the leased aircraft was in the amount of approximately RO 15,122,282 (Note 18). During the year ended 31 December 2005, the Company entered into lease agreement with Khanjar of Oman Limited, a company registered in the Cayman Islands, for the lease of one Boeing 737-800 (delivered in March 2005); the net carrying amount of the leased aircraft was in the amount of approximately RO 16,389,449 (Note 18). Land on which buildings have been constructed by the Company is owned by the Directorate General of Civil Aviation and Meteorology (DGCAM). In accordance with the combined term sheet agreement with the DGCAM, dated June 2001, the Company was granted the continuing right to occupy and use the premises for the provision of ground handling, cargo handling and catering services at the Seeb and Salalah airports (Note 27). On expiry of the term sheet agreement, the assets in existence, purchased prior to 1 January 2002, will be purchased by the Airport Operator at their open market value, as determined by an independent valuer, except for the catering premises building, which will be purchased at its net book value. 41 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 3 Aircraft, property, plant and equipment (continued) Additions to assets subsequent to 1 January 2002 approved by the Airport Operator during the validity of the term sheet agreement will be purchased by the Airport Operator at an agreed residual value on expiry of the agreement. During the year, in order to achieve full compliance with IFRS, the Company has further broken the cost of aircraft into air frame, engines and maintenance costs each with separate useful lives. The effect of this change is disclosed in Note 25 to the financial statements. 4 Available-for-sale investments Quoted local equity investments Unquoted local equity investments 2006 RO ’000 2005 RO ’000 208 100 197 100 308 297 Available-for-sale investments are analysed as follows: Quoted local equity investments: Investments Services Unquoted local equity investments: Services Fair value 2006 RO ’000 At cost 2006 RO ’000 Fair value 2005 RO ’000 At cost 2005 RO’000 53 155 14 46 42 155 14 46 208 60 197 60 100 100 100 100 Details of the Company’s investment holding exceeding 10% of the market value of the Company’s total portfolio as of 31 December 2006 are as follows: MSM quoted securities: National Finance Company SAOG Gulf Hotel Oman SAOG Oman United Insurance SAOG Portfolio holding (%) Number of securities Market value RO ’000 Cost RO ’000 32 6 62 65,204 12,696 120,310 124 53 31 36 14 10 208 60 2006 RO ’000 2005 RO ’000 100 5 Investments in associate Cost Add: Share of profits at the beginning of year Add: Share of profit for the year Less: Dividends received in the year 75 738 556 (351) 1,018 75 352 386 813 Investments in an associate company represents 50% equity in Oman Sales and Services LLC (“OSS”), a limited liability company registered in the Sultanate of Oman, at a cost of RO 75,000. 42 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 5 Investments in associate (continued) Summarised financial information of the associate (based on unaudited accounts) is as below : 6 2006 RO ’000 2005 RO ’000 Revenue 9,007 7,129 Profit after tax 1,109 776 Assets 2,900 1,829 Liabilities 1,277 982 Long-term receivables Long-term receivables represent interest-free deposits placed with International Leasing Finance Corporation (ILFC) for the lease of two Boeing 737 aircraft, and Eternity Aviation Limited for the lease of one Boeing 737 aircraft, in accordance with the terms of the related lease agreements. The deposits are receivable at the termination of the lease agreements. The Boeing 737 NG lease agreements expire in March 2008, April 2009 and May 2009. 7 Inventories Aircraft consumables Catering stock Passenger consumables General Provision for obsolete and slow-moving items 2006 RO ’000 2005 RO ’000 2,302 226 239 726 1,857 216 341 857 3,493 3,271 (678) (866) 2,815 2,405 Movement in provision for obsolete and slow-moving item: 1 January Additional provision during the year Amounts utilised during the year 31 December 8 866 87 (275) 779 150 (63) 678 866 3,153 6,325 936 1,319 (395) 3,540 5,586 924 1,391 (432) Trade and other receivables Airlines and charterers Travel agents Ministries Others Provision for impairment Trade receivables Other receivables Prepaid expenses 11,338 2,370 828 11,009 1,966 1,013 14,536 13,988 Movement in provision for impairment: 1 January Additional provision during the year Amounts utilised during the year Debtors written-off during the year 432 23 (38) (22) 399 33 - 31 December 395 432 43 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 8 Trade and other receivables (continued) Trade receivables include amounts due from related parties amounting to RO 232,123 (2005 - RO Nil). Owing to the nature of the Company’s operations, it undertakes transactions with a large number of customers in various countries. Trade accounts receivable includes amounts totalling RO 5,862,017 (2005 - RO 3,070,444) due in foreign currencies, mainly US Dollars. The Company had purchased options from the manufacturer to buy four ATR 42-500 aircraft. Since the Company does not have a firm date to exercise these options, a provision has been created. 9 Term deposits Term deposits, in the amounts of RO 9.5 million, represent deposits with commercial banks in Oman. These term deposits mature within six months from the Balance Sheet date and are denominated in Rials Omani, earning interest ranging between 5.100% and 5.467% per annum. 10 Cash and cash equivalents Cash and cash equivalents in the Balance Sheet comprise the following: 2006 RO ’000 5,266 Bank balances and cash 2005 RO ’000 2,725 Bank balances and cash include amounts aggregating RO 421,721 (2005 - RO 693,895) held with banks in India, Egypt and Tanzania in local currencies. Prior approval from regulatory authorities of the respective countries is required for the transfer of these funds. 11 Share capital The authorised share capital of the Company is 50,000,000 shares of RO 1 each. The issued and paid up capital of the Company comprises of 13,282,500 shares of RO 1 each (Note 36). Shareholders who own 10% or more of the Company’s shares, whether in their name, or through a nominee account, and the number of shares they hold are as follows: % of shareholding Government of Sultanate of Oman Mohammed Ahmed Said Al Qassmi 12 34 10 2006 2005 4,495,282 1,342,002 4,086,620 135,049 5,837,284 4,221,669 Legal reserve In accordance with the Commercial Companies Law of 1974 (as amended), 10% of the Company’s net profits after the deduction of taxes will be transferred to a non-distributable legal reserve each year until the amount of such legal reserve has reached a minimum one-third of the Company’s issued share capital. This reserve is not available for distribution to shareholders as dividends. 13 General reserve This is a voluntary reserve created by appropriations equivalent to 10% of net profit after transfers to legal reserve. 14 Cumulative changes in fair value The movement in the cumulative changes in the fair value of available-for-sale investments is as follows: 1 January Realised during the year Net unrealised gain during the year 31 December 44 2006 RO ’000 53 11 2005 RO ’000 299 (330) 84 64 53 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 15 Proposed dividend The Board of Directors in their meeting on 5 March 2007, have proposed a cash dividend of RO 0.100 per share (2005 - stock dividend of RO 0.100 per share). This dividend is subject to the approval of the shareholders in the Annual General Meeting. 16 Provision for maintenance of aircraft, engines and rotables Provision for maintenance of aircraft, engines and rotables Movement during the year is as follows: 1 January Additional provisions during the year Reversed during the year Utilised during the year 31 December 2006 RO ’000 2005 RO ’000 1,193 5,207 5,207 (4,014) - 3,224 2,082 (99) 1,193 5,207 Consequent to adoption of component accounting as per IAS 16 - Property, plant and equipment, the Company has transferred the excess provision to the Income Statement. From the current year, provision for maintenance of aircraft, engines and rotables is recognised only when the Company has a present obligation (legal or constructive) arising from a past event, and the costs to settle the obligation are both probable and can be measured reliably. 17 Interest-bearing loans and borrowings Term loans Finance lease liabilities Less: Current portion Term loans Finance lease liabilities (Note 18) Non-current portion 2006 RO ’000 2005 RO ’000 14,674 22,663 17,311 24,557 37,337 41,868 2,637 1,972 2,637 1,894 4,609 4,531 32,728 37,337 The Company has three term loans as at 31 December 2006. The first term loan in the amount of RO 3,786,440 denominated in US Dollars was obtained for the purchase of two ATR 42-500 aircraft. The loan is repayable in 32 equal quarterly installments commencing from December 2001. The Company has the option to repay the loan in part or full on any of the repayment dates. The loan is secured by a mortgage on two aircraft (Note 3). The second term loan in the amount of RO 8,891,894 denominated in US Dollars is for the purchase of one Boeing 737-700 aircraft. The loan is repayable in 40 equal quarterly installments commencing from February 2004. The Company has the option to repay the loan in part or full on any of the repayment dates. The Government of Oman has given a guarantee for the repayment of the loan and the aircraft is mortgaged in favour of Government of Sultanate of Oman (Notes 3 and 19). The third term loan in the amount of RO 4,632,719 denominated in US Dollars is for the purchase of spares for the Boeing aircraft. The loan is repayable in 40 equal quarterly installments commencing from February 2004. The Company has the option to repay the loan in part or full on any of the repayment dates. The Government of Oman has given a guarantee for the repayment of the loan and the spares are mortgaged in favour of Government of Sultanate of Oman (Note 19). The effective rate of interest on the above loans was in the range of three months LIBOR + 0.9% to three months LIBOR + 1% during the year ended 31 December 2006 (2005 - three months LIBOR + 0.9% to three months LIBOR + 1%). 45 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 18 Finance lease liabilities The Company obtained finance lease for two Boeing 737-800 aircraft, of which one was during the year 2006. Finance lease liabilities are payable as follows: Total RO ’000 2006 Interest RO ’000 Principal RO ’000 Total RO ’000 2005 Interest RO ’000 Principal RO ’000 Less than one year Between one year and five years More than five years 2,917 11,664 13,262 945 2,887 1,348 1,972 8,777 11,914 2,916 11,559 16,284 1,022 3,145 2,035 1,894 8,414 14,249 Total 27,843 5,180 22,663 30,759 6,202 24,557 Under the terms of the lease agreement, no contingent rents are payable. 19 Government soft loan 2006 RO ’000 Government soft loan Less: Deferred government grant 2005 RO ’000 10,000 (3,711) 10,000 (4,017) 6,289 5,983 The Government of the Sultanate of Oman has provided an interest-free loan of RO 10,000,000. The loan was disbursed in January and February 2005. The loan is repayable in 10 equal annual instalments from January 2011. The loan is secured against a mortgage of one B 737-700 aircraft and associated spares. Under the loan agreement signed with the Government, the Company cannot distribute any profit if any instalment is due and not paid by the Company. If the Company is able to increase the share capital during the next five years, the Government may convert the loan into equity. Soft loan from the Government of Sultanate of Oman is stated at amortised cost. In accordance with Capital Market Authority (CMA) circular 1 of 2002 and IAS 39, the difference between the carrying value and fair value of the loan has to be shown as “deferred government grant” and is to be recognised as income over the loan period as necessary to match it with the related costs, which it is intended to compensate on a systematic basis. The current market Weighted Average interest rate has been considered for this calculation. However, the current portion of recognised deferred government income is equivalent to the related interest cost. Hence, there is no impact on the current year results. 20 Employees’ end of service benefits Movement in the provision for end of service benefits during the year is as follows: 2006 RO ’000 2005 RO ’000 1 January Charge for the year Payments during the year 1,991 383 (211) 1,811 356 (176) 31 December 2,163 1,991 46 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 21 Deferred tax liability Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 12%. The net deferred tax (liability) / asset and deferred tax charge in the Income Statement are attributable to the following items: Charge for the year Asset Carried forward losses Liability Accelerated tax depreciation 22 RO ’000 Balance at 31 December 2006 RO ’000 2,300 2,300 (2,387) (2,387) (87) (87) Trade and other payables Trade payables Advances from customers Other payables Accrued expenses 2006 RO ’000 2005 RO ’000 3,628 5,914 10,041 2,026 3,933 5,195 7,260 2,315 21,609 18,703 Trade payables include aggregate amounts of RO 1,685,318 (2005 - RO 1,281,883) due in foreign currencies, mainly US Dollars. Trade payables include amounts due to related parties amounting to RO 10,880 (2005 - RO 16,506). Other payables includes an amount of RO 54,370 towards Directors’ remuneration proposed by the Board of Directors in their Meeting on 5 March 2007, which is subject to the approval of the shareholders in the Annual General Meeting. 23 Net assets per share 2006 2005 Net assets (RO ’000) 19,914 17,010 Number of shares at year end (’000s) 13,283 12,075 1.499 1.409 Net assets per share (RO) Net asset per share is calculated by dividing the shareholders’ equity at the year end by the number of shares outstanding. 24 Revenue Scheduled Services-International Scheduled Services-Domestic Air Charter Services Handling Fees Catering Other income 2006 RO ’000 2005 RO ’000 54,808 7,756 5,089 12,079 6,104 79 50,069 6,726 5,229 9,564 4,726 23 85,915 76,337 47 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 25 Expenditure Operating lease rentals on aircraft Fuel cost Maintenance cost Other aircraft operating expenses Passenger-related costs Cost of catering materials consumed Employee costs Insurance costs Omani training and development costs Depreciation Others 2006 RO ’000 2005 RO ’000 5,666 17,919 3,899 6,647 4,787 2,455 25,425 1,196 200 5,520 7,178 5,623 15,103 5,862 6,254 4,763 2,054 22,928 1,102 211 3,676 6,446 80,892 74,022 Others include RO 113,208 being the effect of adoption of component accounting, which has resulted in additional depreciation and the reversal of maintenance provision in respect of aircraft, engines and rotables consequent to full compliance with the provisions of IAS 16 - ‘Property, plant and equipment’ and IAS 37 - ‘Provisions, contingent liabilities and contingent assets’. Employee cost includes the following: Wages and salaries Other benefits Increase in liability for unfunded defined benefit retirement plan Contribution to a defined contribution retirement plan 26 2005 RO ’000 21,060 3,245 384 736 19,048 2,859 356 665 25,425 22,928 2006 RO ’000 2005 RO ’000 530 1 324 1 531 325 Interest and investment income Interest on term deposits Dividends 27 2006 RO ’000 Aviation services agreement and combined term sheet agreement In accordance with the aviation services agreement between the Company and the Ministry of Communications, Government of the Sultanate of Oman (the “Government”), the Company has been granted the right to operate domestic and international airline services and to provide aircraft passenger and cargo handling facilities and airline catering and other services in Oman. The Company has the sole right to use the utilities and facilities provided by the Government for such purposes. The agreement was for a period of twenty years up to 24 May 2001. In June 2001, through a combined term sheet agreement, the Director General of Civil Aviation and Meteorology (DGCAM), acting in accordance with a Cabinet Decision of 4 April 2000, and a decision issued by the Committee of Ministers dated 13 June 2000, extended the Company’s ground handling and cargo handling services concessions, for periods of five years, and its catering services concession for a period of ten years, all effective from 1 January 2002. The Company’s rights to operate its scheduled and charter airline services were extended for an indefinite period. In the year 2006, the Company has secured an extension of service period for ground handling till 2010, or till the opening of new international airport terminal, whichever is earlier and for services of cargo handling, the Company is awaiting confirmation from Oman Airports Management Company SAOC (OAMC). 48 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 27 Aviation services agreement and combined term sheet agreement (continued) The following charges set out in the aviation services agreement are included in the financial statements: Rent Concession fee 2006 RO ’000 2005 RO ’000 200 1,157 200 891 1,357 1,091 Under the combined term sheet agreement, effective 1 January 2002, the Company will pay to the Airport Operating Company, the following concession fees: Ground handling fee - 7.5% of the monthly turnover received from ground handling services provided to third parties. Cargo handling fee - 7.5% of the monthly turnover received from cargo handling services provided to third parties. Catering fees - 5% of the monthly turnover received from catering services provided for use on-Airport for third parties, and 3% of monthly turnover for off-airport catering services. 28 Income tax charge Income tax is provided as per the provisions of the law of income tax on companies in Sultanate of Oman, as adjusted for items that are either disallowed or non-available. No amount of tax provision was necessary during the year as the Company had carry forward losses to set off against the current year’s profit. The Secretariat General for Taxation at the Ministry of Finance has not completed the Company’s tax assessments for the year 2005. The deferred tax on all temporary differences have been calculated and dealt with in the Income Statement (Note 21). The Company has tax losses available for offset against future taxable profits as follows: Available to 31 December 2007 - Assessed Available to 31 December 2008 - Assessed Available to 31 December 2009 - Assessed 29 2006 RO ’000 2005 RO ’000 4,097 4,124 3,791 1,955 1,589 - 12,012 3,544 2006 2005 2,893 1,006 13,084 12,075 221 83 Basic earnings per share Profit for the year (RO ’000) Weighted Average number of shares outstanding during the year (‘000) Earnings per share (Baiza) The par value of each share is RO 1. The earnings per share is calculated by dividing the profit for the year by the weighted average number of shares outstanding during the year. 30 Related parties Related parties comprise the shareholders, Directors, key management personnel, and business entities in which they have the ability to control or exercise significant influence in financial and operating decisions. The Company maintains balances with these related parties which arise in the normal course of business from the commercial transactions and are entered into at terms and conditions which the Directors consider to be comparable with those adopted for arms length transactions with third parties. Outstanding balances at period-end are unsecured, and settlement occurs in cash. No expenses have been recognised in the year for bad or doubtful debts in respect of amounts owed by related parties. 49 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 30 Related parties (continued) Following is the summary of significant transactions with related parties during the year: Expenses Purchase of goods / services Brokerage on sale of investment 2006 RO ’000 2005 RO ’000 6,069 - 6,371 2 The amount due from / (to) related parties are included in Notes 8 and 22 respectively. Key management personnel’s benefits Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether Executive or otherwise). 2006 RO ’000 2005 RO ’000 62 4 99 68 5 46 165 119 Short-term benefits Post-employment benefits Directors’ remuneration and sitting fees (Note 22) 31 Business and geographical segments a. Operating segment The Company is organised into four major operating divisions - Airline, Catering, Cargo and Ground Handling. The Airline division provides passenger and cargo services on a scheduled and charter basis. The Catering division provides in-flight and airport retail catering services. The Cargo division provides cargo handling services. The Ground Handling division provides airline support services. The Company reports its primary segments information separately for its Airline and Catering divisions and by combining its Cargo and Ground Handling divisions. This information is presented as follows: Airline Catering 2005 RO ’000 Revenue Total revenue Inter-division revenue Other income 70,002 - 63,713 - 8,727 (2,623) - 6,926 (2,200) - 11,676 (1,947) - 9,721 (1,846) - 90,405 (4,570) 80 80,360 (4,046) 23 External revenue 70,002 63,713 6,104 4,726 9,729 7,875 85,915 76,337 1,775 1,943 2,912 2,026 2,905 2,423 7,592 6,392 Common costs (2,569) (4,077) Operating profit Finance cost Interest and investment income Share of profit of an associate company Increase in fair value of long-term receivables Profit on sale of investment Concession fee Deferred tax charge 5,023 (1,973) 531 556 (1,157) (87) 2,315 (1,770) 325 386 15 626 (891) - 2,893 1,006 Profit for the year 2005 RO ’000 Total 2006 RO ’000 Segment profit including inter-division profit 2006 RO ’000 Ground and Cargo Handling 2006 2005 RO ’000 RO’ 000 2006 RO ’000 2005 RO ‘000 As each of the Company’s divisions operate within the airline industry, the Company’s reporting structure encompasses the assets and liabilities for all the divisions, and hence segmental analysis of assets and liabilities is not provided. 50 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 31 Business and geographical segments (continued) b. Geographical segment Although the Company’s geographic business segments are managed centrally, they operate in two principal geographical markets, the domestic market in the Sultanate of Oman and the overseas markets. The following table shows the distribution of the Company’s revenues; inclusive of inter-division revenues, by geographical market: Oman Revenue 32 Overseas Total 2006 RO ’000 2005 RO ’000 2006 RO ’000 2005 RO ’000 2006 RO ’000 2005 RO ’000 35,597 30,291 54,808 50,069 90,405 80,360 Commitments and contingencies a. Capital commitments Capital expenditure commitments b. 2006 RO ’000 2005 RO ’000 1,009 1,994 Operating lease commitments The Company has entered into operating lease agreements for the lease of following aircraft: • • • One Boeing 737-800 aircraft, effective from December 2001, for a period of 64 months Two Boeing 737-700 aircraft, effective from January 2002 and May 2002 respectively, for periods of 64 months Two ATR aircraft, effective from December 2001, for periods of 60 months The operating lease commitments as of 31 December 2006 are as follows: Future minimum lease payments: Not later than one year Later than one year, and not later than five years Later than five years 33 2006 RO ’000 2005 RO ’000 6,364 26,784 6,865 5,580 2,135 - 40,013 7,715 Financial instruments Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Company’s business. Trade and other receivables mainly comprise amounts due from customers. Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs. Credit risk The credit risk of the Company is primarily attributable to bank balances, and trade and other receivables. The Company’s bank accounts are placed with reputed financial institutions. The Company attempts to control credit risk by monitoring credit exposures, limiting transactions to specific counter parties and continually assessing the credit worthiness of counter parties. Five customers (three billing settlement agents, one airline and a government-owned entity) account for 64% of outstanding receivables at 31 December 2006 (2005 - Five customers accounted for 32%). Interest rate risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt obligations. The Company does not use derivative financial instruments to hedge its interest rate risk on long-term debt obligations as the Board of Directors believe that the related interest rate risk is minimal. 51 52 Notes to the Financial Statements for the year ended 31 December 2006 (continued) 33 Financial instruments (continued) Currency risk The Company’s term loans are denominated in US Dollars. No forward exchange contract cover on the loans was in place at the Balance Sheet date, as the Board of Directors believes that the related currency risk is minimal. Fair value of financial assets and liabilities The Board of Directors believes that the fair value of financial assets and liabilities are not materially different from their carrying values at the Balance Sheet date. 34 Critical judgments in applying the accounting policies In the process of applying the Company’s accounting policies, which are described in Note 2, Management has made the following judgments that have the most significant effect on the amounts recognised in the financial statements (apart from those involving estimations). Depreciation Depreciation is charged so as to write off the cost of assets over their estimated useful lives. The calculation of useful lives is based on Management’s assessment of various factors such as the operating cycles, the maintenance programmes, and normal wear and tear using its best estimates. Provision for inventory obsolescence Provision for inventory obsolescence is based on Management’s assessment of various factors such as the usability, the maintenance programmes, and normal wear and tear using its best estimates. Provision for impaired debts Provision for impaired debts is based on Management’s best estimates of recoverability of the amounts due, along with the number of days for which such debts are due. 35 Approval of the financial statements The financial statements were approved by the Board of Directors and authorised for issue in their meeting held on 5 March 2007. 36 Events after Balance Sheet date Subsequent to the Balance Sheet date on 4 February 2007, the Board of Directors has proposed to increase the issued share capital to RO 50,000,000 by way of a preferential allotment to the Government of Sultanate of Oman. This resolution is subject to the approval of the shareholders in an Extra-ordinary General Meeting. 37 Comparative figures Certain comparative figures have been regrouped and reclassified wherever necessary to match with current year presentation. 53