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CROATIA AIRLINES D.D., ZAGREB AND ITS SUBSIDIARIES FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 Contents Page Responsibility for the Financial Statements 3 Independent Auditor's Report 4 Consolidated Croatia Airlines Group Income Statement and Croatia Airlines d.d. Income Statement 5 Consolidated Croatia Airlines Group Balance Sheet 6 Croatia Airlines d.d. Balance Sheet 7 Notes to the Financial Statements Croatia airlines d.d., Zagreb and its subsidiaries 8-14 Responsibility for the financial statements Responsibility for the Financial Statements Pursuant to the Croatian Accounting Law, the Management Board is responsible for ensuring that financial statements are prepared for each financial year in accordance with the International Financial Reporting Standards (“IFRS’’) as published by the International Accounting Standards Board which give a true and fair view of the state of affairs and results of Croatia Airlines d.d. (the “Company”) and Croatia Airlines Group. (“Group”) for that period. After making enquiries, the Management Board has a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, the Management Board continues to adopt the going concern basis in preparing the financial statements. In preparing those financial statements, the responsibilities of the Management Board include ensuring that: suitable accounting policies are selected and then applied consistently; judgements and estimates are reasonable and prudent; applicable accounting standards are followed, subject to any material departures disclosed and explained in the financial statements; and the financial statements are prepared on the going concern basis. The Management Board is responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the company, and must also ensure that the financial statements comply with the Croatian Accounting Law. The Management Board is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Signed on behalf of the Management Board Ivan Mišetić Managing Director of the Company Croatia Airlines d.d. Savska 41 10000 Zagreb Republic of Croatia 22 March 2007 Croatia airlines d.d., Zagreb and its subsidiaries 33 INDEPENDENT AUDITOR’S REPORT To the Shareholders of Croatia Airlines d.d., Zagreb: We have audited the accompanying financial statements of Croatia Airlines d.d., Zagreb (the ‘Company’) and of Croatia Airlines d.d., Zagreb and its subsidiaries (the ‘Group’), which comprise the balance sheet as at 31 December 2006, and the related income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. 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 the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to 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 entities’ 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. Matters affecting opinion As described in Note 6, the Company transferred the revaluation surplus which represents the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost, in the amount of HRK 24,676 thousand through the Income statement in accordance with Croatian Tax Law. This is a departure from International Accounting Standard 16 – Property, Plant and Equipment, which requires that revaluation surplus should be transferred directly to retained earnings. The retained earnings in the balance sheet at 31 December 2006 is understated, and net income for year then ended is overstated by the amount of HRK 24,676 thousand. Opinion In our opinion, except for the effect of the subject discussed in the previous paragraph, the financial statements present fairly, in all material respects, the financial position of the Company and of the Group as at 31 December 2006, and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards. Deloitte doo. Branislav Vrtačnik, Certified auditor Zagreb, 22 March 2007 44 Consolidated Croatia Airlines Group income statement and Croatia Airlines d.d. income statement For the year ended 31 December 2006 2006. Croatia Airlines Group HRK 000 2005. Croatia Airlines Group EUR 000 HRK 000 EUR 000 Operating revenues 1,353,759 184,877 1,410,468 190,598 Operating expenses (1,368,598) (186,530) (1,374,727) (185,606) Financial revenues 165,330 16,602 62,655 3,073 Financial expenses (118,206) (10,540) (120,113) (10,999) 32,285 4,409 (21,717) (2,934) 166 23 - - 32,119 4,386 (21,717) (2,934) LOSS / PROFIT BEFORE TAX Income tax expense NET PROFIT FOR THE YEAR 2006. Croatia Airlines d.d. HRK 000 2005. Croatia Airlines d.d. EUR 000 HRK 000 EUR 000 Operating revenues 1,345,166 183,703 1,402,597 189,535 Operating expenses (1,360,765) (185,463) (1,367,926) (184,997) Financial revenues 165,217 16,600 62,406 3,382 Financial expenses (118,096) (10,536) (119,853) (10,998) 31,522 4,305 (22,776) (3,078) - - - - 31,522 4,305 (22,776) (3,078) LOSS / PROFIT BEFORE TAX Income tax expense NET PROFIT FOR THE YEAR Croatia Airlines d.d., Zagreb and its subsidiaries 55 Consolidated Croatia Airlines Group balance sheet As at 31 December 2006 2006. 2005. Croatia Airlines Group HRK 000 Croatia Airlines Group EUR 000 HRK 000 EUR 000 ASSETS Non-current assets Intangible assets Tangible assets Accounts receivable Financial assets 3,571 484 4,127 553 1,751,826 235,460 1,803,034 242,085 50,774 6,913 90,753 12,304 135,474 18,441 18,744 2,535 1,941,645 261,298 1,916,658 257,477 24,392 3,294 22,987 3,096 70,684 9,624 116,359 15,776 Current assets Inventories Accounts receivable Financial assets Cash and cash equivalents 6,053 824 9,615 1,304 70,972 9,663 78,479 10,640 172,101 23,404 227,440 30,816 20,552 2,798 8,937 1,212 2,134,297 287,500 2,153,035 289,505 Equity and reserves Shareholders' equity 989,986 134,782 989,986 134,224 Revaluation reserves 217,794 29,652 242,470 32,874 8,408 1,145 60,675 8,227 - (3,089) - (2,418) (535,875) (72,957) (512,247) (69,452) 32,119 4,386 (21,717) (2,935) 712,431 93,919 759,167 100,521 1,111,492 151,325 946,774 128,366 272,942 37,160 409,271 55,490 37,432 5,096 37,822 5,128 2,134,297 287,500 2,153,035 289,505 Prepaid expenses and accrued income TOTAL ASSETS EQUITY AND LIABILITIES Other reserves Foreign exchange differences Accumulated losses Result for the year Non-current liabilities Current liabilities Accrued expenses and deferred income TOTAL EQUITY AND LIABILITIES Croatia airlines d.d., Zagreb and its subsidiaries 66 Croatia Airlines d.d. balance sheet As at 31 December 2006 2006. Croatia Airlines d.d. HRK 000 EUR 000 2005. Croatia Airlines d.d. HRK 000 EUR 000 ASSETS Non-current assets Intangible assets Tangible assets Accounts receivable Financial assets 2,977 403 3,955 530 1,750,889 235,330 1,801,547 241,882 51,808 7,053 92,511 12,543 136,458 18,561 18,796 2,535 1,942,132 261,349 1,916,810 257,491 24,392 3,294 22,987 3,096 68,124 9,275 113,789 15,428 Current assets Inventories Accounts receivable Financial assets Cash and cash equivalents 5,972 813 9,493 1,287 68,715 9,355 76,105 10,318 167,203 22,737 222,373 30,129 20,388 2,776 8,871 1,203 2,129,725 286,862 2,148,054 288,823 Equity and reserves Shareholders' equity 989,976 134,781 989,976 134,223 Revaluation reserves 217,794 29,651 242,470 32,874 7,827 1,066 60,208 8,164 Prepaid expenses and accrued income TOTAL ASSETS EQUITY AND LIABILITIES Other reserves Foreign exchange differences Accumulated losses Result for the year Non-current liabilities Current liabilities Accrued expenses and deferred income TOTAL EQUITY AND LIABILITIES Croatia airlines d.d., Zagreb - (3,104) - (2,425) (536,886) (73,095) (514,110) (69,704) 31,522 4,305 (22,776) (3,078) 710,233 93,604 755,768 100,054 1,111,492 151,324 946,774 128,366 271,056 36,903 408,063 55,326 36,944 5,030 37,449 5,077 2,129,725 286,862 2,148,054 288,823 7 Notes to the financial statements For the year ended 31 December 2006 SUMMARY OF RELEVANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board. The financial statements have been prepared on the historical cost basis, except for aircraft and spare engines included in tangible fixed assets, which have been revalued. The principal accounting policies adopted are set out below. a) Revenue recognition Sales of goods are recognised net of sales taxes and discounts when delivery has taken place and transfer of risks and rewards has been completed. b) Passenger revenue Passenger ticket sales are recorded as revenue when the transportation is provided. The value of unused tickets is included in current liabilities as Air Traffic Liability until the date the ticket expires, after which they are credited to income. c) Frequent Flyer awards The Company operates a frequent flyer award program that provides travel awards to members based on accumulated mileage. The Company does not accrue for incremental costs for mileage accumulated in relation to this program because the Company believes, based on past experience, that such costs are immaterial. d) Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. e) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. f) The Group as lessor Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. g) The Group as lessee Assets held under finance leases are recognised as assets of the Group at their fair value at the date of acquisition or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs (see below). Croatia airlines d.d., Zagreb and its subsidiaries 8 Notes to the financial statements For the year ended 31 December 2006 Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease. h) Foreign currencies Transactions in currencies other than Croatian Kuna, except as described in the chapter Financial statement in euro, are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on exchange are included in net profit or loss for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly to equity. i) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in net profit or loss in the period in which they are incurred. j) Government grants Government grants towards development costs are recognised as income over the periods necessary to match them with the related costs and are deducted in reporting the related expense. Government grants received in the form of direct financial support to the Company without any additional costs related thereto, are recognised in the income statement for the period in which they are obtained. k) Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Croatia airlines d.d., Zagreb and its subsidiaries 9 Notes to the financial statements For the year ended 31 December 2006 l) Tangible fixed assets Fixed assets, except for aircraft and spare engines, are stated at cost less accumulated depreciation and any recognised impairment loss. Costs incurred in replacing major portions of the Group’s facilities that increase their productive capacity or substantially extend their useful life are capitalised. An element of the cost of aircraft relates to regular maintenance checks. These costs are depreciated over the period from the purchase of the aircraft. Future periodic checks will be capitalised at the time of expenditure and amortised to the next check. Rotatable spare parts are allocated to the type of aircraft concerned and depreciated over their estimated useful life. In connection with the acquisition of certain aircraft and engines, the Company received certain discounts. These discounts are deducted from the cost of the aircraft or are deferred and credited to the statement of profit and loss on a proportional basis over the operational life of the aircraft, depending on the nature of the discounts . Included in the cost of aircraft is the residual value for each type of aircraft. Depreciation is charged on a straight–line basis from the first day of the next month after the tangible asset is put in use. Equipment with a useful life over one year and individual cost value over 2 thousand HRK are recorded as assets. Power generating equipment and equipment of low value used in operating activities is recorded as tangible assets no matter what its cost. The Company engaged the Croatian Society of Professional Valuators, which at 31 December 2001 performed qualified and independent valuation of aircrafts and spare engines using the market method. The valuation effects are credited and charged to revaluation reserve. The difference between net book value of assets that were sold or otherwise disposed of and the amount realised from selling was recognised as net value directly to other revenue or other costs (gain/loss from sold assets). The costs of the ATR 42 aircraft are depreciated on a straight-line basis over a period of 20 years with no residual value. Airbus aircraft are depreciated on a straight-line basis over a period of 20 years (except for the second-hand Airbus 320 which is depreciated over a period of 12 years) after making allowance for their estimated residual value. The cost of "12-year checks" are at a rate of 8.33%, and "6-year checks" are at a rate of 16.67%. The Airbus and ATR 42 spare parts are stated at cost and depreciated over the estimated useful life of the aircraft to which they refer (20 years). Ground Service Equipment (“GSE”) and tools are stated at cost and depreciated over 16,6 years. Buildings are depreciated over their estimated useful life of 40 years, and other assets over their useful life, which ranges from 4 – 10 years. Croatia airlines d.d., Zagreb and its subsidiaries 1 0 Notes to the financial statements For the year ended 31 December 2006 m) Intangible fixed assets Included in intangible assets is software, which is measured initially at purchase cost and is amortised on a straight-line basis over is estimated useful life, which is two years. n) Investments in subsidiary and associated companies Subsidiaries are those companies in which the Company has control. Control is achieved where the Company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefits from its activities. An associate is an enterprise over which the Group is in a position to exercise significant influence, but not control, through participation in the financial and operating policy decisions of the investee. The results, assets and liabilities of subsidiaries and associated companies are presented in these separate financial statements under the cost method and have been consolidated or presented under the equity method of accounting in the Group statements. o) Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. p) Financial instruments Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Derivative contracts initially are recognised on cost value, and subsequently on fair value. On the contractual date the Group classifies derivatives as: 1) hedging of fair value of recognised assets or liabilities (fair value hedge) 2) hedging of forecast transaction or firm commitment (cash flow hedge) Changes in fair value of derivatives that are designated and classified as hedging and that are determined to be an effective hedge are recognised in the profit and loss account together with all changes in fair value of assets or liabilities that are hedged items. Gain or loss from derivative financial instruments that are used as hedging instruments are recognised with regard to the nature of the hedged item. Derivatives that are not hedging instruments are considered as trading instruments. Presently, the Group policy does not allow holding of trading instruments. q) Accounts receivable Trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Croatia airlines d.d., Zagreb and its subsidiaries 1 1 Notes to the financial statements For the year ended 31 December 2006 r) Cash and cash equivalents For the purposes of the statement of cash flows, cash and cash equivalents comprise cash in hand, current accounts at banks deposits up to ninety days. s) Available for sale investments Available-for-sale investments are recognised at trade date and initially stated at cost, including transaction costs. The results, assets and liabilities in respect of available-for-sale assets are stated at cost. Investment income is included in the income statement after the date of acquisition and only to the extent of receipts of the investor based on distribution of accumulated net profits of the investee. Available-for-sale investments have not been valued at fair value. t) Loans and receivables Loans and receivables originated by the Group are stated at amortised cost less provision for impairment, if any related value adjustments are recognised in the income statement. Fair value of loans and receivables originated by the Group approximates to their carrying amounts because they are short-term in nature. Therefore, the Management Board of the Company believes that the carrying amounts of loans and receivables approximate to their fair values. u) Long-term borrowings Long-term borrowings are recorded at the proceeds received, net of direct issue costs. Finance charges are accounted for on an accrual basis and added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. v) Accounts payable Trade payables are stated at their nominal value. w) Hedging and translation reserves Loans and finance leases for the purchase of aircraft are denominated in foreign currencies and as such the Company is exposed to the risk of fluctuations in exchange rates. The Company has evaluated its foreign currency revenues and determined that foreign currency revenues form a highly effective cash flow hedge against its principal and interest payments in foreign currency. Accordingly the Company accounts for unrealised gains and losses on translation of the designated foreign currency debts as a separate component of equity. The effectiveness of the hedge is monitored by management on a regular basis throughout the period. Hedging reserves related to the unpaid portion of long-term financial liabilities are treated as hedging only in an amount relating to payment obligation due within the next 3 years. At the same time foreign exchange differences from the unpaid portion of principal are directly recognised in the profit and loss account for the period. X) Use of estimates in the preparation of financial statements Croatia airlines d.d., Zagreb and its subsidiaries 1 2 Notes to the financial statements For the year ended 31 December 2006 The preparation of financial statements in conformity with the International Reporting Financial Standards, as published by the International Accounting Standards Board, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingencies. The significant areas of estimation used in the preparation of the accompanying financial statements relate to provisions for receivables. Future events may occur which will cause the assumptions used in arriving at the estimates to change. The effect of any changes in estimates will be recorded in the financial statements, when determinable. FINANCIAL STATEMENTS IN EUR Croatian Law only permits the presentation of the primary financial statements in Croatian Kuna. Due to the adoption of the Euro, most European airline companies are now reporting in Euro. Accordingly, the Board of the Company decided in 2003 to change its second reporting currency from American dollars (USD) into Euro (EUR). Thus the balance sheets, income statements, statements of changes in equity and of changes in cash flows set out below are denominated in EUR. The translation into EUR has been performed in accordance with the relevant accounting policies. In the preparation of the financial statements as of 31 December 2006 and 2005, the Group uses Croatian Kuna as the primary currency for recording transactions. Accordingly, the financial statements as of 31 December 2006 and 2005 are stated in kunas and translated to EUR as follows: Year-end exchange rates have been used for all monetary assets and liabilities: Non-current tangible and intangible assets together with related depreciation and amortization, as well as inventories have been stated as follows: Assets, inventories: at historical cost, translated into EUR at the date of purchase. Depreciation and amortisation: calculated on the historical cost, by applying depreciation rates indicated above. Yearly average exchange rate has been used for all items in the income statement. The resulting translation difference has been charged/credited to equity in the financial statements reported in EUR. Croatia airlines d.d., Zagreb and its subsidiaries 1 3 Notes to the financial statements For the year ended 31 December 2006 APPROVAL OF THE FINANCIAL STATEMENTS The financial statements were approved by the Management Board and authorised for issue on 22 March 2007. Signed for and on behalf of the Company on 22 March 2007. Ivan Mišetić Damir Šprem Managing Director of the Company Executive Vice President Finance Croatia airlines d.d., Zagreb and its subsidiaries 14