Kralja Milana 16 Belgrade, 11001 Serbia and Montenegro Tel: +381 (0) 11 361 31 48 +381 (0) 11 361 25 24 Fax: +381 (0) 11 361 30 37 +381 (0) 11 361 35 63 CEYUInfo@deloittece.com www.deloittece.com/serbia INDEPENDENT AUDITORS REPORT To the Board of Directors of JAT Airways, a Public Enterprise, Belgrade We were engaged to audit the accompanying balance sheet of JAT Airways, a Public Enterprise, Belgrade (the Enterprise ) as of December 31, 2004, and the related statements of income, changes in equity and cash flows for the year then ended. These financial statements are the responsibility of the Enterprise s management. As disclosed in Note 2 to the financial statements, in accordance with the Law on Accounting and Auditing and the Guidelines on the Contents of the Chart of Accounts for Enterprises (Official Gazette of the Republic of Serbia no. 53 of May 14, 2004) the enterprises incorporated in the Republic of Serbia are required to adopt International Financial Reporting Standards (IFRS) for the first time, as of January 1, 2004. In accordance with the aforecited legislation, the Enterprise changed its accounting framework and accounting policies, made adjustments to its balance sheet prepared as of December 31, 2003 in accordance with the previously-effective regulations, and has prepared an opening balance sheet as of January 1, 2004 in order to comply with the standards and interpretations approved by the International Accounting Standards Board, which are now referred to as International Financial Reporting Standards. These standards and interpretations were previously known as International Accounting Standards (IAS). The effects of aforementioned restatement and adjustments in the opening balance sheet as of January 1, 2004 are presented in Note 4 to the financial statements. In accordance with the accounting legislation of Republic of Serbia and exceptionally from IFRS 1, First-Time Adoption of International Financial Reporting Standards and IAS 1, Presentation of the Financial Statements, the Enterprise has not presented comparative information for the year ended December 31, 2003. As disclosed in Notes 3.4 and 3.5 to the financial statements, land, buildings, passenger aircraft with specific engines, commercial aviation, a portion of other equipment, spare parts and intangible assets as of January 1, 2004, are stated at values determined on the basis of a valuation performed by an independent appraiser. The Enterprise s Board of Directors has not approved the aforementioned appraisal, the effects of which were included in the financial statements. At the same time, we were unable to confirm whether the form and content of the valuation were appropriate for the intended purpose in all respects, and consequently to confirm the adequacy of the effects of the valuation on the Enterprise s financial statements. In addition, the Enterprise computed the depreciation of property, plant and equipment for the year ended December 31, 2004 by using methods and rates set forth by the corporate income tax regulations effective in the Republic of Serbia. In accordance with IAS 16, Property, Plant and Equipment, depreciation should be provided for using the depreciation rates that reflect the estimated remaining useful life of the particular assets. Accordingly, we were unable to confirm the reported values of property, plant and equipment as of January 1 and December 31, 2004, nor to quantify the effects of the aforementioned matters on the amount of depreciation charged and the Enterprise s results of operations for the year ended 2004. (continued)
INDEPENDENT AUDITORS REPORT To the Board of Directors of JAT Airways, a Public Enterprise, Belgrade (Continued) As disclosed in Notes 3.9 and 15 to the financial statements, equity investments in subsidiaries and associates, that should, in accordance with the Enterprise s accounting policy, be accounted for under the equity method, amount to CSD 104,849 thousand as of December 31, 2004. As of January 1 and December 31, 2004, the Enterprise did not reconcile the carrying amount of its equity investments to corresponding participations that were reported in the financial statements of its subsidiaries and associates. We were unable to quantify the effects of this matter on the financial statements for the year ended December 31, 2004. As disclosed in Notes 3.9, 16 and 19 to the financial statements, the interest-free, long-term residential loans to employees, and the interest-free, short-term loans to employees in the amounts of CSD 25,454 thousand and CSD 54,060 thousand, respectively as of December 31, 2004, are stated at the amounts of outstanding receivable balance, as increased by a contractually defined revaluation using the officiallypublished retail price index. In our opinion, the accounting policy is not in compliance with IAS 39, Financial Instruments: Recognition and Measurement, which prescribes the initial measurement of a financial instrument at its cost, representing the fair value of the consideration given and subsequent estimation of the allowances for the impairment of financial instrument based on the present value of expected future cash flows discounted at the financial instrument's original effective interest rate. As disclosed in Note 17 to the financial statements, the inventories of materials and spare parts as of December 31, 2004 amount to CSD 170,687 thousand and CSD 1,082,321 thousand, respectively. We were unable to satisfy ourselves as to the balances of the inventories due to the following: - As disclosed in Note 3.7 to the financial statements, the inventories of aircraft spare parts, fuel, tires and expendable material as of January 1, 2004, are stated at the value determined on the basis of a valuation performed by an independent appraiser. The Enterprise s Board of Directors has not approved the aforementioned valuation, the effects of which were included in the financial statements. At the same time, we were unable to confirm whether the form and content of the valuation were appropriate for the intended purpose in all its respects, and consequently to confirm the adequacy of the effects of the valuation on the Enterprise s financial statements. - The Enterprise failed to properly record the effects of the valuation on the balances of inventories as of the beginning of the year and the turnover during the course of the year. Based on documentation and information made available to us, we were unable to quantify the effects of the matters on the financial statements for the year ended December 31, 2004. - The differences between inventory balances in the Enterprise s books of account and the quantities identified during our attendance to the annual inventory count have not been explained to us up to the date of this report. As disclosed in Notes 14, 17, 18, 23, 25, 26 and 27 to the financial statements, the Enterprise had significant outstanding balances due from its debtors and due to its creditors both related and non-related parties. The Enterprise s management was unable to reconcile and confirm these balances with its counterparties by the date of these financial statements. Based on the independent confirmations received from the Enterprise s creditors and debtors, significant differences were identified in comparison to balances in the Enterprise s records, which as of the date of this report, have not been reconciled. Any effect from the reconciliation of accounts receivable, accounts payable, short-term and long-term borrowings might have a significant impact on the Enterprise s financial position. In addition, in a significant number of instances, the Enterprise was unable to send the requests for independent confirmation of balances due to lack of contact information of the counterparties. Accordingly, we were unable to satisfy ourselves as to the presented amounts of advances to suppliers, short-term and long-term receivables and the liabilities as of December 31, 2004. (continued) 2
INDEPENDENT AUDITORS REPORT To the Board of Directors of JAT Airways, Public Enterprise, Belgrade (Continued) As disclosed in Note 18 to the financial statements, trade receivables and other receivables amounted to CSD 2,035,540 thousand as of December 31, 2004, net of allowances for impairment in the amount of CSD 1,589,249 thousand. The Enterprise did not assess the amount of the provision for impairment as of December 31, 2004 in accordance with IAS 39 Financial Instruments: Recognition and Measurement. We were unable to quantify the effects of the matter on the accompanying financial statements. As disclosed in Note 23 to the financial statements, the long-term borrowings in the amount of CSD 11,473,081 thousand as of December 31, 2004 include loans from the Paris and London Club of Creditors in the amount of CSD 10,070,921 thousand, and CSD 1,399,819 thousand, respectively. As disclosed in Note 27 to the financial statements, accrued interest on these loans amounts to CSD 7,006,868 thousand, and CSD 2,551,048 thousand, respectively. As disclosed in more detail in Note 23 to the financial statements, negotiations between the Government and the Paris and London Clubs of Creditors have been finalized, and consequently, the Enterprise has an obligation to repay the borrowings from the Paris and London Clubs to domestic banks that served as agents in the initial phase of loan realization. However, since Investbanka A.D., Beograd, through which the Enterprise s borrowings were initially drawdown, is presently undergoing bankruptcy and liquidation proceedings, a new loan agreement has not yet been entered into, as is required under the Law on the Regulation of the Relations between the Federal Republic of Yugoslavia and Legal Entities and Banks Situated on the Territory of the Federal Republic of Yugoslavia, who were originally either the debtors or guarantors to the Paris and/or London Club of Creditors. Accordingly, the Enterprise has not adjusted its carrying values of the borrowings to the debt balances defined in agreements reached with the creditors of the Paris and London Clubs and the Government. In addition, no related interest on the borrowings originating from the Paris and London Clubs of Creditors has been included in the Enterprise s financial statements for the year ended December 31, 2004. We were unable to determine the effects of the matters on the financial statements of the Enterprise for the year ended December 31, 2004. As disclosed in Note 26 to the financial statements, as of December 31, 2004 the Enterprise reported air traffic liability, representing the value of transportation documents sold and unused by the balance sheet date, in the amount CSD 337,689 thousand. The Enterprise has not adopted appropriate policies and procedures to assess the value of the travel documents, for which the right of use or cash refund period has expired, nor did it do so to determine the completeness of the recorded liability. Accordingly, we have not been able to satisfy ourselves as to the reported amount of the air traffic liability as of December 31, 2004. As disclosed in Note 3.1 to the financial statements, revenue from domestic flight operations is recognized when relating transportation documents are sold. Such an accounting policy departs from IAS 18, Revenue, which would require the income to be recognized upon completion of the transportation. As disclosed in Note 12 to the financial statements, the Enterprise recognized discounts received from suppliers during the year ended December 31, 2004 as income in the amount of CSD 119,382 thousand. In accordance with IAS 2 Inventories, the discounts received from suppliers should have been included in the initial valuation of inventories. Based on information made available to us, we were unable to quantify the amount by which inventories as of December 31, 2004 and the relating expenses for the year then ended are overstated and understated, respectively. (continued) 3
INDEPENDENT AUDITORS REPORT To the Board of Directors of JAT Airways, Public Enterprise, Belgrade (Continued) As disclosed in Note 8 to the financial statements, expenses related to employee gross salaries, employer contributions payable, and other personnel costs have been reported in the Statement of Income for the year ended December 31, 2004 in the amount of CSD 3,594,293 thousand. Based on documentation made available to us, we were unable to confirm that the presented expenses were calculated in accordance with the Collective Bargaining Agreements, individual agreements and with the Decree of the Government of the Republic of Serbia governing Employee Compensation in Public Enterprises. Moreover, as further discussed in Note 30 to the financial statements, the Enterprise calculated and paid compensation and related taxes, and contributions for a part of November and for December 2004, during the first quarter of 2005, in the total amount of CSD 227,225 thousand. Based on their audit of the calculation and payment of public revenues for the year ended December 31, 2004, the Ministry of Finance of the Republic of Serbia, Tax Administration assessed in their Report on findings dated May 16, 2005, additional fiscal liabilities and penalty interest in the aggregate amount of CSD 58,002 thousand. These expenses have not been included in the Enterprise s financial statements for the year ended December 31, 2004. In 2005, the Enterprise made adjustments to the opening balance of accumulated losses as of January 1, 2005 to account for the materially-significant effects of income and expenses from previous years. The financial statements for the year ended December 31, 2004 have not been adjusted to account for the effects of such transactions. We were not able to quantify the effects of unrecorded revenue and expenses on the financial statements for the year ended December 31, 2004. The accompanying financial statements do not include deferred income taxes and the related disclosures in accordance with IAS 12 Income Taxes. The accompanying financial statements do not include provisions for long-term employment benefits with respect to retirement and jubilee awards in accordance with IAS 19, Employee Benefits. In addition, the Enterprise has not assessed the amount of compensated absences that employees are entitled in the future for the services performed by the date of the financial statements and no provision for the compensated absences is included in these financial statements. As disclosed in Note 29 to the financial statements, in December 2002, the Government of the Republic of Serbia adopted a plan to restructure the Enterprise. This restructuring plan involves a significant lay-off of employees who will be entitled to termination benefits. No provision for termination benefits arising from the restructuring plan have been included in the financial statements for the year ended December 31, 2004, as required under IAS 19 Employment Benefits, and IAS 37 Provisions, Contingent Liabilities and Contingent Assets. As disclosed in Note 29 to the financial statements, as of December 31, 2004, the Enterprise is a defendant is a number of legal proceedings. No provisions have been made in the financial statements for outflows of resources that might arise following the conclusion of the litigation, as would have been required under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Certain information presented in the statement of cash flows are not reconciled with the amounts presented in the balance sheet as of December 31, 2004, as well as in the statements of income and changes in equity for the year then ended. Due to the significance of the matters discussed in the preceding paragraphs, we do not express an opinion on the financial statements of the Enterprise. Without expressing our opinion, we draw attention to the following matters: а) As disclosed in Note 1 to the financial statements, the Enterprise s fleet includes six aircraft that are in non-operational condition. In addition, as of April 1, 2002, a ban on the use of certain types of aircraft within the European Union has become effective. Of twenty-one operational aircraft in the enterprise s fleet, eight aircraft are affected by the aforementioned ban. However, the enterprise s flight program for the period from 2003 to 2007 (which constitutes an integral part of the restructuring plan of the Enterprise, as adopted by the Government of the Republic of Serbia) is based on the fleet components that are not affected under the ban, and hence, the Enterprise's management believe, that the ban will not have an adverse effect on the Enterprise s volume of operations. 4
INDEPENDENT AUDITORS REPORT To the Board of Directors of JAT Airways, Public Enterprise, Belgrade (Continued) b) As disclosed in Notes 14 and 29 to the financial statements, advances for fixed assets reported in the balance sheet as of December 31, 2004 in the amount of CSD 1,386,570 thousand include advance payments made in accordance with the Agreement on the Purchase of Eight Aircraft Type A319-100 in the total amount of CSD 1,363,046 thousand. The value of this Agreement is USD 338,906,000, which constitutes the base price for the aircraft. An amount representing 15% of the purchase price was to be paid in advance, while the remaining sum, in accordance with financial arrangements, is payable for a financing period of twelve years beginning on the date of delivery of each aircraft. The Enterprise has made advance payments in the amount of USD 23,530,901. However, due to NATO air strikes against the Federal Republic of Yugoslavia, further advance payments were discontinued. The Management believes that the terms of this Agreement will be redefined and that no interest liability or other penalty charges will arise due to the delayed advance payments referred to above. Effects of the re-defining terms of the agreements with Airbus Industry, Blanac-Cedex, if any, on the accompanying financial statements can not presently be determined. c) Net loss in the year ended December 31, 2004 amounted to CSD 1,185,823 thousand and as of December 31, 2004 accumulated losses in the amount of CSD 17,281,851 thousand exceeded the total assets by CSD 11,327,746 thousand. In addition, the Enterprise s current liabilities exceeded its current assets by CSD 11,938,920 thousand. At the same time, as disclosed in Note 21 to the financial statements, the Enterprise deferred foreign exchange losses arising on the translation its long-term borrowings in the amount of CSD 1,234,638 thousand and should charge the amount to the statement of income for the year ended December 31, 2005. These factors, along with the other matters discussed in the preceding paragraphs, indicate the existence of a material uncertainty, which may cast significant doubt about the Enterprise s ability to continue as a going concern. As disclosed in Note 30, a plan for restructuring the Enterprise was adopted by the Government of the Republic of Serbia (See Official Gazette RS 15/2005). This plan envisages various measures to be taken to improve the financial position of the Enterprise. These financial statements do not include any adjustments that might result from the outcome of such uncertainties. Deloitte revizija d.o.o. Belgrade May 20, 2005 5
JAT AIRWAYS, PUBLIC ENTERPRISE, BELGRADE BALANCE SHEET As of December 31, 2004 (Thousands of Dinars) December 31, 2004 January 1, 2004 Notes ASSETS Non-Current Assets Intangible assets 14 8,635 7,915 Property, plant and equipment 14 11,963,106 12,211,610 Equity investments 15 110,553 98,935 Other long-term placements 16 37,663 39,663 12,119,957 12,358,123 Current Assets Inventories 17 1,391,161 1,519,384 Trade receivable 18 2,035,540 1,506,181 Short-term financial placements 19 65,962 42,150 Cash and cash equivalents 20 440,887 954,782 Value added tax refundable and accruals 21 1,286,723 31,789 5,220,273 4,054,286 Accumulated losses in excess of net assets 11,327,746 10,167,436 Total Assets 28,667,976 26,579,845 EQUITY AND LIABILITIES Equity 22 Share and other capital 813,524 799,896 Revaluation reserves 5,140,581 5,128,696 Accumulated losses (5,954,105) (5,928,592) - - Non-Current Liabilities and Deferred Income Long-term borrowings 23 11,473,081 579,606 Other long-term liabilities 24 35,702 50,682 11,508,783 630,288 Current Liabilities Short-term borrowings 25 3,094,950 13,078,215 Trade payable 26 3,314,240 2,331,342 Value added tax and other taxes payable 18,910 117,370 Other current liabilities and accruals 27 10,731,093 10,422,630 17,159,193 25,949,557 Total Liabilities 28,667,976 26,579,845 The accompanying notes are an integral part of these financial statements. These financial statements were approved by the Board of Directors of JAT Airways, Public Enterprise, Belgrade, on April 16, 2005. Signed on behalf of ЈАТ Airways, Public Enterprise, Belgrade: Nebojša Starčević Acting General Manager Appointed by the Decree of the Government of Republic of Serbia as of February 17, 2005 Živomir Novaković Deputy General Manager 6
JAT AIRWAYS, PUBLIC ENTERPRISE, BELGRADE STATEMENT OF INCOME Year Ended December 31, 2004 (Thousands of Dinars) Notes 2004 Operating Income Sales 5 10,756,293 Own work capitalized 30,815 Other operating income 6 1,134,321 11,921,429 Operating Expenses Cost of commercial goods sold 38,330 Cost of material and energy 7 3,292,188 Staff costs 8 3,594,293 Depreciation and amortization 692,440 Other operating expenses 9 5,492,475 13,109,726 Loss from Operations (1,188,297) Finance income 10 1,508,043 Finance expenses 11 (1,655,488) Other income 12 268,259 Other expenses 13 (118,340) LOSS BEFORE TAX (1,185,823) Income tax NET LOSS - (1,185,823) The accompanying notes are an integral part of these financial statements. 7
JAT AIRWAYS, PUBLIC ENTERPRISE, BELGRADE STATEMENT OF CHANGES IN EQUITY Year Ended December 31, 2004 (Thousands of Dinars) Share Capital Other Capital Revaluation Reserves Accumulated Losses Accumulated Losses in Excess of Net Assets Total Balance, January 1, 2004, after the IFRS transition adjustments 747,753 52,143 5,128,696 (5,928,592) (10,167,436) (10,167,436) Translation differences on equity investments in foreign subsidiaries - - 11,885 - - 11,885 Apartments received from the Construction Fund - 12,564 - - - 12,564 Current year loss - - - (1,185,823) - (1,185,823) Transfer to accumulated loss in excess of net assets - - - 1,160,310 (1,160,310) - Other - 1,064 - - - 1,064 Balance, December 31, 2004 747,753 65,771 5,140,581 (5,954,105) (11,327,746) (11,327,746) The accompanying notes are an integral part of these financial statements. 8
JAT AIRWAYS, PUBLIC ENTERPRISE, BELGRADE STATEMENT OF CASH FLOWS Year Ended December 31, 2004 (Thousands of Dinars) 2004 OPERATING ACTIVITIES Cash receipts from customers 11,586,458 Other cash receipts from operating activities 668,151 Extraordinary items (64,246) Cash paid to suppliers (8,105,314) Cash paid to and on behalf of employees (3,986,956) Interest paid (20) Income taxes paid (48,840) Non-income taxes and other duties paid (312,466) Net cash used in operating activities (263,233) INVESTING ACTIVITIES Proceeds from disposals of intangible assets, property, plant and equipment 23,856 Increase in other financial placements (23,812) Interest received 8,262 Purchases of intangible assets, property, plant and equipment (160,181) Net cash used in investing activities (151,875) FINANCING ACTIVITIES Net decrease in long-term and short-term borrowings (19,424) Decrease in finance leases (11,233) Net cash used in financing activities (30,657) Net decrease in cash and cash equivalents (445,765) Cash and cash equivalents at the beginning of the year 954,782 Foreign exchange gains 1,491,524 Foreign exchange losses (1,559,654) Cash and cash equivalents at the end of the year 440,887 The accompanying notes are an integral part of these financial statements. 9