AN O^G UStf CHLASO CUiiSACH B1 Submission Number: 7076010 B1 - Annual Return - 262364 Page 1 of 14 / " / V S V^l j&GgHjAjiO^ OFFKI an o^iTu^'aiIKocOiB^AoTrA? ^ B1 Submission Number: 7076010 Company details Date return made up to 4 May 2010 Company details Company number Company name Registered Office 262364 GALWAY HARBOUR COMPANY NEW DOCKS GALWAY Financial year from Financial year to 1 January 2009 31 December 2009 Other addresses 1 Address type Address Place where the register of members is kept DHKN, CHARTERED ACCOUNTANTS, GALWAY FINANCIAL SERV MONEENAGEISHA ROAD, GALWAY, CO. GALWAY Ireland 2 Address type Address Place where the register of holders of debentures is kept DHKN, CHARTERED ACCOUNTANTS, GALWAY FINANCIAL SERV MONEENAGEIS HA ROAD, GALWAY, CO. GALWAY Ireland 3 Address type Address Register of directors/secretary's interests in shares/deb en tenures of the the company are kept DHKN, CHARTERED ACCOUNTANTS, GALWAY FINANCIAL SERV MONEENAGEIS HA ROAD, GALWAY, CO. GALWAY Ireland Page 2 of 14 COMPANIES AN O^G U^ CHLASU CUiO^ACH , W B1 Submission Number: 7076010 Secretary details Secretary Type of entity Individual Resident within EEA Individual details Surname Forename BRADSHAW EAMON Address 38 SEACREST, BARNA ROAD GALWAY Directors Directors EAMON BRADSHAW 1 (1) Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address BRADSHAW EAMON IRELAND 6 February 1952 COMPANY DIRECTOR 38 SEACREST, BARNA ROAD GALWAY EEA resident Other Directorships 1 Company number Company name Registered in 41287 P. & T. KAVANAGH LIMITED Ireland 2 Company number Company name Registered in 292015 RAVENSKING LIMITED (dissolved) Ireland Page 3 of 14 COMPANIES AN O^G U^ CHLASU CUiO^ACH , PAUL CAREY 2 W B1 Submission Number: 7076010 (2) Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address MARIE CLERY 3 CAREY PAUL IRELAND 1 March 1968 ENGINEER FINAVARRA AILLE, BARNA GALWAY EEA resident (3) Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address CLERY MARIE IRELAND 20 June 1943 COMPANY DIRECTOR BRENMAR BARNA ROAD, KNOCKNACARRA GALWAY EEA resident Page 4 of 14 COMPANIES AN O^G U^ CHLASU CUiO^ACH , W B1 Submission Number: 7076010 MAIREAD COSGRAVE ( 4 ) 4 Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address COSGRAVE MAIREAD IRELAND 28 July 1975 COMPANY OWNER 6 CIMINMOR CAPPAGH ROAD GALWAY EEA resident OLLIE CROWE ( 5 ) 5 Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address CROWE OLLIE IRELAND 2 July 1975 PUBLICAN CARNMORE WEST, ORANMORE CO. GALWAY EEA resident Page 5 of 14 COMPANIES , W AN O^G U^ CHLASU GMACHTA: JOHN MacNAMARA 6 B1 Submission Number: 7076010 (6) Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address MacNAMARA JOHN IRELAND 9 January 1944 RETIRED CURRAUN THREADNEEDLE ROAD, SALTHILL GALWAY EEA resident THOMAS MCELWAIN ( 7 ) 7 Director Type of entity Individual Resident within EEA Individual details Surname Forename Country of nationality Date of birth Business occupation Address MCELWAIN THOMAS IRELAND 12 January 1943 GENERAL MANAGER 4 SYCAMORE COURT RENMORE GALWAY EEA resident Page 6 of 14 COMPANIES ^GS'SATlO* OFFICE , -f AN OIRG UM CHLASU GMACH TA: W ROBERT MOLLOY 8 B1 Submission Number: 7076010 (8) Director Individual Resident within EEA Type of entity Individual details Surname Forename Country of nationality Date of birth Business occupation Address MOLLOY ROBERT IRELAND 6 July 1936 TEACHTA DALA 'ST. MARY'S', ROCKBARTON GALWAY EEA resident List of past and present members List of past and present members Total number shares held NIALLCURRAN 1 7141472 (1) Shareholder Surname / Company Name Forename (if person) Address Folio number CURRAN NIALL DEPARTMENT OF TRANSPORT, LEESON LANE DUBLIN 2 CURRAN-N 001 Shareholding 1 Numbers held Share Class 1 Ordinary Page 7 of 14 COMPANIES ^GS'SATlO* OFFICE , -f AN OIRG UM CHLASU GMACH ? W JOHNFEARON 2 B1 Submission Number: 7076010 (2) Shareholder Surname / Company Name Forename (if person) Address Folio number FEARON JOHN DEPARTMENT OF TRANSPORT, LEESON LANE DUBLIN 2 FEARON-J Shareholding 1 Numbers held Share Class 1 Ordinary THE MINISTER FOR FINANCE ( 3 ) 3 Shareholder Surname / Company Name Forename (if person) Address FINANCE THE MINISTER FOR MERRION STREET Folio number DUBLIN 2 FINANC-TMF Shareholding 1 Numbers held Share Class 1 Ordinary Page 8 of 14 COMPANIES SEGS'SATlO* OFFICE , -f AN OIRG Ultf CHLASU GMACH TA: W JOHNLUMSDEN 4 B1 Submission Number: 7076010 (4) Shareholder Surname / Company Name Forename (if person) Address LUMSDEN JOHN DEPARTMENT OF TRANSPORT TRANSPORT HOUSE, KILDARE STREET DUBLIN 2 LUMSDEN-J Folio number Shareholding Transfer details 1 Share Class Date transferred Number transferred Particulars of transferee FINTAN O'BRIEN 5 Ordinary 29 March 2010 1 FEARON, JOHN (5) Shareholder Surname / Company Name Forename (if person) Address O'BRIEN FINTAN DEPARTMENT OF COMMUNICATIONS, MARINE &, NATURAL RE Folio number OBRIEN-F 001 Shareholding Transfer details 1 Share Class Date transferred Number transferred Particulars of transferee Ordinary 29 March 2010 1 CURRAN, NIALL Page 9 of 14 COMPANIES SEGS'SATlO* OFFICE , -f AN OIRG Ultf CHLASU GMACH TA: W B1 Submission Number: 7076010 MINISTER FOR TRANSPORT ( 6 ) 6 Shareholder Surname / Company Name Forename (if person) Address Folio number TRANSPORT MINISTER FOR DEPARTMENT OF TRANSPORT TRANSPORT HOUSE, KILDARE STREET DUBLIN 2 TRANSPO-MF Shareholding 1 Numbers held Share Class 7141469 Ordinary Page 10 of 14 / " / V S j&GSTJATIC^ OFHCE B1 Submission Number: 7076010 Authorised Share Capital Authorised Share Capital 1 Currency Total EUR 10000000.00 Made up as follows: -i 1 Currency Class Number of Shares Nominal value per share EUR Ordinary 8000000 1.250000 Issued Share Capital Issued Share Capital 1 Currency Total EUR 8926840.00 Made up as follows: Paid up on shares issued for cash Considered paid on other shares Total calls unpaid (E) Total not yet paid (F) Total standing to credit of Capital Conversion Reserve Fund 8926840.00 0.00 0.00 0.00 0.00 Shares issued Consideration - all cash Total Number of shares issued - (A) 7141472 Totals 1 Currency Total amount paid (C) EUR 8926840.00 Made up as follows: 1 Page 11 of 14 B1 Submission Number: 7076010 Currency Class Number of Shares Total nominal value Total premium paid Total amount paid EUR Ordinary 7141472 8926840.00 0.00 8926840.00 Consideration - not all cash Total Number of shares issued -(B) 0 1 Currency Total amount considered paid (D) EUR 0.00 Totals Totals Total number of shares issued (A) + (B) 7141472 Totals 1 Currency EUR Total paid and unpaid and considered 8926840.00 paid (C) + (D) + (E) + (F) Particulars of persons verifying the contents of the form Type of Signature Type of entity Signature as Agent Business name registered in Ireland Electronic Filing Agent Company name Type of entity DHKN, CHARTERED ACCOUNTANTS Individual Resident within EEA Individual details Surname Forename MULLIS ROISIN Page 12 of 14 / " / V S V^l j&GSTJATIC^ OFHCE an o^iTu^'aiIKocOiB^AoTrA? ^ B1 Submission Number: 7076010 Particulars of the presenter Reference Reference Number 49987 Presenter details Type of entity Name Address Care Of Name E-mail address Telephone number Fax number Irish registered Company DHKN, CHARTERED ACCOUNTANTS GALWAY FINANCIAL SERVICES CENTRE MONEENAGEIS HA ROAD GALWAY, CO. GALWAY Ireland DHKN Chartered Accountants rmullis@ dhkn.ie 091-782000 091-782016 Attachments Attachments Balance sheet SI28 Companies Act 1963 [CA 63]; S7 and S18 Companies (Amendment) Act 1986 [CAA 86] Profit and Loss Account S7 and S18 CAA 86 Notes to the Accounts Schedule of CAA 86 Directors Report S.128 CA 63; S.7 and S.18 CAA 86 Auditors Report S.128 CA 63; S.7 and S.18 CA 86 Overall Certification Page 13 of 14 COMPANIES 3EGS1SATIO* OFFICE , -f AN OIRG Ultf CHLASU GMACH ? W B1 Submission Number: 7076010 List of shareholders Legal references Collective Citation: Companies Acts, 1963 to 2009 Legal Function Performed: Annual Return to the registrar of companies Act: Companies Act, 1963 Section: 125, 127, 128 Act: Companies (Ammendment) Act 1986 Section: 7 Act: Electoral Act 1997 Section: 26 Act: Companies (Ammendment)(No. 2) Act 1999 Section: 43 and 44 Act: Companies Act, 1990 Section: 249A Page 14 of 14 1 4027109 Galwav Harbour Company Directors' Report and Financial Statements for the year ended 31st December 2009 DHKN, Registered Auditors, Galway Financial Services Centre, Moneenageisha Road, Galway. Galway Harbour Company Company Information Directors Paul Carey (Chairman) Eamon Bradshaw (Chief Executive) Marie Clery Mairead Cosgrave Thomas McElwain Robert Molloy John MacNamara Ollie Crowe Secretary Eamon Bradshaw Company Number 262364 Registered Office Harbour Office New Docks Galway Auditors DHKN Registered Auditors Galway Financial Services Centre Moneenageisha Road Galway Bankers Bank of Ireland 19 Eyre Square Galway KBC Bank Sandwith Street Dublin 2 Anglo Irish Bank Stephen Court 18/21 St Stephen's Green Dublin 2 Solicitors Blake & Kenny St Francis Street Galway Matheson Ormsby Prentice 70 Sir John Rogerson's Quay Dublin 2 Gahvay Harbour Company Contents Page Chairman's Statement 1-2 Directors' Report 3-4 Statement of Directors' Responsibilities Auditors' Report 5 6-7 Profit and Loss Account 8 Balance Sheet 9 Cash Flow Statement Notes to the Financial Statements 10 12-28 Additional Information (not forming part of the statutory financial statements) Certificate of True Copy 29 Galway Harbour Company Chairman's Statement for the year ended 31st December 2009 Galway Harbour Company handled 722,894 tonnes of cargo in 2009. This was a decrease on the 2008 figure. The Company's profit before taxation for the year amounted to €461,888 (2008: €530,960), representing a decrease of approximately 13% in profitability. Revenue has declined by approximatley 8% to €3,979,824 in 2009. Parking income decreased by approximatley 14% in 2009 to €809,909 (2008: €942,061). Rental income increased by approximatley 12% in 2009 to €1,068,434 (2008: €940,679). Operating costs increased from €3,386,346 in 2008 to €3,459,031 in 2009, an increase of approximately 2%. The new Enwest Terminal at Galway Harbour Company Enterprise Park became operational in March 2009. A new pipeline to service the terminal from the docks, completed at a cost of €1,235,435 also became operational. This capital cost was funded through bank borrowings. A conditional contract to dispose of land on Dock Road is expected to crystalise in September 2010. The conditions attaching to the finalisation of this contract are outside the control of the Galway Harbour Company. At the date of approval of the Company's financial statements, the conditions set out in the contract were not satisfied and on this basis the disposal of land and associated disposal costs are not recognised in the year ended 31 st December 2009. Significant progress was made towards the development of a new harbour. Cabinet permission to progress to planning stage was granted in late 2008. It is expected that a planning application will be lodged with An Bord Pleanala by August 2010. The consultant costs associated with the planning process are significant and will exceed €lm by the end of the planning process. Permission to borrow that amount was made to the Department of Finance in November 2009. A significant Urban Design Framework document is completed jointly with CIE in relation to the Ceannt Station Quarter and the Galway Harbour Village (The Inner Dock Area) Volvo Round the World Yacht Race The above arrived in Galway Port, from Boston, in late May for a 2 week stopover and proved to be an outstanding success, a fact confirmed by a subsequent report from Deloitte. In all over 650,000 people visited Galway Port. Pensions Galway Harbour Company has like many other pension schemes in Ireland under-funding in its pension scheme. Decisions taken in early 2006 to limit the extent of future contributions towards the Defined Benefit Scheme and a decision to invest €300,000 per annum to reduce its liability had stabilised the liability on the pension fund by 31st January 2008. However, by the year ended 31st December 2008, primarily as a result of a significant fall in equity markets the value of the pension fund had reduced to a deficit of €907,375 (net of deferred tax). The situation by the 31st December 2009 had improved by circa €600,000 to a deficit of €310,625 (net of deferred tax). A full actuarial review will take place in 2010. The Board of the Company is actively considering the future of the scheme. Cost, Income and Operations Review The above was undertaken in late 2009 and thefindings will be implemented during 2010 and 2011. In all a reduction in costs of 10% is envisaged. Page 1 Galway Harbour Company Chairman's Statement for the year ended 31st December 2009 Galway Harbour Company is fully tax compliant. To the best of my knowledge and belief with respects to the Company each of the following has been complied with or adhered to during the year: 1. The requirements of the Harbours Act 1996 or any other relevant enactments; 2. Relevant guidelines issued by the Government or Minister for Finance; 3. The disclosure requirements in Section 32 of the Harbours Act, 1996 by Directors with respect to any interest that they may have in regard to any contract or other agreement with the Company; 4. The Code of Conduct issued by the Government; 5. The provisions of Section 15 of the Harbours Act 1996 with respect to the sale, leasing and acquisition of land; 6. E.U. Regulations and Government guidelines in relation to contracts for the provisions of goods or services; and 7. The company is complying with the new "Ethics in Public Office" Regulations. I would like to express my thanks to my Board colleagues for their support and for their dedication and extended commitment during the year. On their behalf I would like to thank the C.E.O., Harbour Master, and staff, for their efforts in achieving continued success. I am also very pleased to state that the Board enjoyed working with the Minister for Transport and with the Officials in the Department of Transport during the year. Page 2 Galway Harbour Company Directors' Report for the year ended 31st December 2009 The Directors present their report and the audited financial statements for the year ended 31 st December 2009. The Company is exempt pursuant to Section 8(2) of the Harbours Act 1996 from the requirement of the Companies Act, 1963 to include the word "Limited" in its title. Principal Activity and Review of the Business The Company manages the activities of Galway Port. Review of the Business The Directors note the decrease in profitability and will make every effort to improve profitability in the coming year. A detailed commentary on the activities for the year is included in the Chairman's Statement. The Directors acknowledge that the main risks facing the Company are competition between ports. We are satisified that we will continue to attract new business to Galway Port. Dock Gates: In the unlikely event of the gates going unshipped or damaged there would be a period when the port might not be able to function. We have insured against consequential loss. Ship: In the event of a ship running aground in the channel the same disturbance as the dock gates would apply. Results And Dividends Details of the results for the year are set out in the annexed profit and loss account. The profit for the year after providing for depreciation and taxation amounted to €146,918 (2008 - €452,024 Profit). The directors do not propose to pay a dividend. Directors Cllr. Brian Walsh resigned from the Board on the 30th of July 2009. Cllr. Collette Connolly resigned from the Board on the 30th of July 2009. Cllr. Sean Kyne resigned from the Board on the 26th of June 2009. Raymond Rooney (Deceased) resignedfrom the Board on the 27th of June 2009. Ollie Crowe was appointed to the Board on 23rd November 2009. Shareholding The Directors and the Secretary who held office at 31 st December 2009 have no interests in the shares of the Company. Details of the share capital for the year ended 31st December 2009 is set out in Note 18. There are no dividends payable for the year. Post Balance Sheet Events There have been no other significant events affecting the company since the year end. Page 3 Galway Harbour Company Directors' Report for the year ended 31st December 2009 Books of Account The measures taken by the Directors to ensure compliance with the requirements of Section 202, Companies Act, 1990, regarding proper books of account are the implementation of necessary policies and procedures for recording transactions, the engagement of competent accounting personnel with appropriate expertise and the provision of adequate resources to the financial function. The books of account are maintained at Harbour Office, New Docks, Galway. Auditors The Auditors, DHKN have expressed their willingness to continue in office in accordance with the provisions of Section 160(2) of the Companies Act, 1963. On behalf of the B Eamon Bradshaw Paul Carey Date: 12th March: Page 4 Galway Harbour Company Statement of Directors' Responsibilities The directors are responsible for preparing the annual report and the financial statements in accordance with applicable Irish Law and Generally Accepted Accounting Practice in Ireland, including the accounting standards issued by the Accounting Standards Board and published by Chartered Accountants Ireland. Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that year. In preparing these the Directors are required to:- select suitable accounting policies and apply them consistently; - make judgements and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Acts 1963 to 2009. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. ) ) Directors Page 5 Galway Harbour Company Independent Auditors' Report to the Shareholders of Galway Harbour Company We have audited the financial statements on pages 8 to 28 of Galway Harbour Company for the year ended 31st December 2009 which comprise the Profit and Loss Account, the Balance Sheet, the Cash Flow Statement, the Statement of Total Recognised Gains and Losses and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective Responsibilities of Directors and Auditors As described in the Statement of Directors' Responsibilities the company's Directors are responsible for the preparation of the financial statements in accordance with applicable law and Generally Accepted Accounting Practice in Ireland including the accounting standards issued by the Accounting Standards Board and published by Chartered Accountants Ireland. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report is made solely to the company's members, as a body, in accordance with Section 193 of the Companies Act, 1990. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. We report to you our opinion as to whether the financial statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, and are properly prepared in accordance with the Companies Acts, 1963 to 2009. We also report to you whether in our opinion: proper books of account have been kept by the company; whether at the balance sheet date, there exists a financial situation requiring the convening of an extraordinary general meeting of the company; and whether the information given in the Directors' Report is consistent with the financial statements. In addition, we state whether we have obtained all the information and explanations necessary for the purposes of our audit and whether the company's balance sheet is in agreement with the books of account. We also report to you if, in our opinion, any information specified by law regarding directors' remuneration and directors' transactions is not given and, where practicable, include such information in our report. We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of Audit Opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. Page 6 Galway Harbour Company We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of the state of the company's affairs as at the 31st December 2009, and of its profit for the year then ended and have been properly prepared in accordance with the requirements of the Companies Acts 1963 to 2009. We have obtained all the information and explanations we consider necessary for the purposes of our audit. In our opinion proper books of account have been kept by the company. The financial statements are in agreement with the books of account. In our opinion the information given in the Directors' report statements. is consistent with the financial The net assets of the company, as stated in the Balance Sheet are more than half of the amount of its called up share capital and, in our opinion, on that basis there did not exist at 31st December 2009, a financial situation which under Section 40(1) of the Companies (Amendment) Act 1983 would require the convening of an extraordinary general meeting of the company. DHKN Registered Auditors Galway Financial Services Centre Moneenageisha Road Galway 12th March 2010. Page 7 Galway Harbour Company Profit and Loss Account for the year ended 31st December 2009 Notes Turnover - Continuing Operations 2 Operating Costs Operating Profit - Continuing Operations Investment Income Interest Payable and Similar Charges Profit on Ordinary Activities before Taxation Provision for decrease in value of investments 2009 € 2008 € 3,979,824 4,347,455 (3,459,031) (3,386,346) 520,793 961,109 221,640 (280,545) 334,113 (277,928) 461,888 10 1,017,294 (486,334) 461,888 530,960 (314,970) (78,936) Retained Profit for the year 146,918 452,024 Actuarial Gain / (Losses), Net of Tax 401,625 Tax on Profit on Ordinary Activities (1,308,125) Revenue Reserves brought forward 2,019,100 2,875,201 Revenue Reserves carried forward 2,567,643 2,019,100 2009 € 2008 € Statement of Total Recognised Gains and Losses Retained Profit for the year Actuarial Gains / (Losses) Deferred Tax on Actuarial Gains / (Losses) 22 Total recognised Gains / (Losses) relating to the year 146,918 459,000 (57,375) 548,543 452,024 (1,495,000) 186,875 (856,101) The financial statements were approved by the board on 12th March 2010 and signed on its behalf by Eamon Bradshaw Director The notes on pages 11 - 28 form an integral part of the financial statements. Page 8 Galway Harbour Company Balance Sheet as at 31st December 2009 2009 € 2008 12,974,716 55,167 12,516,352 55,167 13,029,883 12,571,519 Notes Fixed Assets Tangible Assets Investments 9 10 Current Assets Debtors Cash at Bank and in Hand Creditors: amounts falling due within one year € 11 1,111,493 77,206 1,075,042 1,105,571 1,188,699 2,180,613 12 Net Current Assets Total Assets Less Current Liabilities (480,817) (894,760) 707,882 1,285,853 13,737,765 13,857,372 Creditors: amounts falling due after more than one year 13 (1,600,645) (1,651,371) Government Grants Deferred 16 (194,368) (215,042) Provision for Liabilities and Charges 17 (310,625) (907,375) Net Assets Capital and Reserves Called up Share Capital Other Reserves Profit and Loss Account 11,632,127 11,083,584 19 8,926,840 137,644 2,567,643 8,926,840 137,644 2,019,100 21 11,632,127 11,083,584 18 Shareholder's Funds The financial statements were approyefTT^y the Board on 12th March 2010 and signed on its behalf by Eamon Bradshaw < ^ /( A S Paul Carey Director Direct The notes on pages 11 - 28 form an integral part of the financial state Page 9 Galway Harbour Company Cash Flow Statement for the year ended 31st December 2009 Notes 2009 € 2008 € Reconciliation of operating Profit to net cash inflow from operating activities Operating Profit Depreciation Loss on disposal of fixed assets Government grant released (Increase) / decrease in debtors (Decrease) / increase in creditors Additional payments in relation to defined benefit pension scheme 520,793 773,092 5,518 (20,674) (48,583) (431,317) (305,375) 493,454 Net cash inflow from operating activities 961,109 486,382 - (20,674) 343,935 695,563 (284,125) 2,182,190 Cash Flow Statement Net cash inflow from operating activities Returns on investments and servicing of finance Taxation Capital expenditure and financial investment Financing 26 26 26 493,454 (33,905) (215,740) (1,236,974) 2,182,190 7,185 (276,996) (2,101,470) 26 (993,165) (35,200) (189,091) 1,198,784 (Decrease) / Increase in cash in the year (1,028,365) 1,009,693 (1,028,365) 35,200 1,009,693 (1,198,784) (993,165) (595,411) (189,091) (406,320) (1,588,576) (595,411) Reconciliation of net cash flow to movement in net funds (Note 27) Increase /(decrease) in cash in the year Financing Change in net funds resulting from cash flows Net Debt at 1st January 2009 27 Net Debt at 31st December 2009 Page 10 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 1. Accounting Policies The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements. 1.1. Basis of Preparation The financial statements have been prepared in accordance with accounting standards generally accepted in Ireland and Irish statute comprising the Companies Acts, 1963 to 2009. Accounting Standards generally accepted in Ireland in preparing financial statements giving a true and fair view are those published by Chartered Accountants Ireland and issued by the Accounting Standards Board. 1.2. Turnover Turnover consists of the invoiced sales value of sales and is net of value added tax. 1.3. Tangible Fixed Assets and Depreciation Tangible Fixed Assets are stated at cost less accumulated depreciation. Depreciation is calculated to write off the original cost of tangible fixed assets on a reducing balance basis over their expected useful lives as follows: Land Buildings Plant and Equipment Office Equipment Motor Vehicles - Not Depreciated 2% -10% Reducing Balance 15% - 33.33% Reducing Balance 30% Reducing Balance 33.33% Reducing Balance 1.4. Investments Investments are shown at cost less provisions for impairments in value. Income from financial fixed assets, together with any related tax credit, is recognised in the profit and loss account in the year in which it is receivable. 1.5. Government Grants Capital government grants received are shown as deferred income and credited to the profit and loss account by instalments on a basis consistent with the depreciation policy of the relevant assets. Other grants are credited to the profit and loss account to offset the matching expenditure. Page 11 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 1.6. Taxation The charge for taxation where applicable is based on the profit for the financial period. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions: Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold; Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. 1.7. Foreign Currencies Transaction in foreign currencies are recorded at the rate ruling at the date of the transactions. The resulting monetary assets and liabilities are translated at the balance sheet rate and the exchange differences are dealt with in the profit and loss account. Page 12 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 1.8. Pensions The company provides pensions to its employees under a defined contribution scheme and a defined benefit scheme. In relation to the defined contribution scheme, contributions are accrued and recognised in the operating profit or loss in the period in which they are earned by the relevant employees. For the defined benefit scheme, the difference between the market value of the scheme's assets and the actuarially assessed present value of the scheme's liabilities, calculated using the projected unit credit method, is disclosed as an asset/liability on the balance sheet, net of deferred tax (to the extent that it is recoverable). The amount charged to the operating profit is the actuarially determined cost of pension benefits promised to employees earned during the year plus any benefit improvements granted to members during the year. The expected return on the pension scheme's assets during the year and the increase in the scheme's liabilities due to the unwinding of the discount during the year are shown as financing costs in the profit and loss account. Any difference between the expected return on assets and that actually achieved and any changes in the liabilities due to changes in assumptions or because actual experience during the year was different to that assumed, are recognised as actuarial gains and losses in the statement of total recognised gains and losses. 1.9. Leasing Commitments Tangible fixed assets acquired under finance leases are included in the balance sheet at their equivalent capital value and are depreciated over the shorter of the lease term and their useful lives. The corresponding liabilities are recorded as a creditor and the interest element of the finance lease rentals is charged to the profit and loss account on an annuity basis. Operating lease rentals are charged to the profit and loss account on a straight line basis over the lease term. 1.10. Dredging The cost of dredging is charged to the profit and loss account as incurred. Page 13 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Turnover The total turnover of the company for the year has been derived from its principal activities wholly undertaken in Ireland. Turnover by category Docking Fees Rental Income Parking Income Pilotage Income Stevedoring Income Operating Profit Operating Profit is stated after charging: Audit Fees Depreciation and other amounts written off: Depreciation on Tangible Fixed Assets Loss on Disposal of Fixed Assets Amortisation of Government Grants Investment Income Quoted Investments Income Bank Deposit Interest Return on Pension Assets Page 14 2009 € 2008 € 1,840,140 1,068,434 809,909 143,847 117,494 2,023,262 940,679 942,061 169,983 271,470 3,979,824 4,347,455 2009 € 2008 € 15,000 14,660 773,092 5,518 (20,674) 486,382 - (20,674) 2009 € 2008 € 20,640 201,000 33,638 18,475 282,000 221,640 334,113 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 5. Interest Payable and Similar Charges 2009 € 2008 € 41,665 8,860 4,020 226,000 37,155 3,807 3,966 233,000 280,545 277,928 2009 No. 2008 No. 2 9 4 2 2 10 4 2 17 18 Employment Costs 2009 € 2008 € Wages and Salaries Directors' Fees Social Welfare Costs Pension Costs 1,201,035 60,579 118,519 233,226 1,211,325 84,000 111,567 458,809 1,613,359 1,865,701 Term Loan Interest Bank Interest and Charges Finance Lease Interest Payable Interest on Scheme Liabilities 6. Employees Number of Employees The average number of employees during the year (including executive directors) was: Pilots General operatives Administration Management Page 15 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 7. Directors' Remuneration and Transactions Chief executive officer Remuneration including fees Other remuneration including pension contributions Other directors Remuneration Directors' fees Page 16 2009 € 2008 € 137,846 31,420 181,525 82,054 6,533 54,046 14,000 70,000 229,845 347,579 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 8. Tax on profit on ordinary activities 2009 € 2008 € (a) Analysis of charge in year Current Year Taxation Corporation Tax Charge (Note 8(b)) Movement in Deferred Taxation 229,720 85,250 227,867 (121,875) Tax on profit on ordinary activities 314,970 105,992 Adjustments in Respect of Prior years Corporation Tax - Tax in Statement of Total Recognised Gains and Losses Deferred Taxation (b) Factors affecting (27,056) 314,970 78,936 57,375 (186,875) tax charge for period The effective rate of tax for the period is higher than the standard rate of corporation tax in Ireland of 12.5%. The differences are explained below: 2009 2008 € € Profit on ordinary activities before tax 461,888 530,960 57,736 66,370 68,077 (2,584) (2,014) 2,462 (22,047) 116,913 11,177 229,720 37,597 60,792 (2,584) (1,986) 1,716 (41,641) 111,808 (4,205) Profit on ordinary activities multiplied by standard rate of corporation tax in Ireland of 12.5% (2008 - 12.5%) Effects of: Depreciation and capital allowances Investment adjustment Government grant adjustment Finance lease repayments Expenses not deductible for tax purposes Pension adjustment Passive income adjustment Franked Investment Income Adjustment for losses in year Page 17 227,867 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Tangible Assets Land & Fixtures, Buildings Plant & Fittings & Freehold Machinery Equipment Motor Vehicles Total € Cost At 1st January 2009 Additions Disposals 14,014,259 904,044 1,827,959 336,596 163,831 3,834 At 31st December 2009 14,918,303 2,164,555 167,665 2,483,024 878,633 141,058 482,494 282,616 7,982 At 31st December 2009 2,965,518 1,161,249 149,040 Net Book Values At 31st December 2009 11,952,785 1,003,306 18,625 - 12,974,716 At 31st December 2008 11,531,235 949,326 22,773 13,018 12,516,352 Depreciation At 1st January 2009 On disposals Charge for the year 29,000 16,035,049 - 1,244,474 (29,000) (29,000) - 17,250,523 15,982 3,518,697 (15,982) (15,982) 773,092 - 4,275,807 Tangible Fixed Assets held under Finance Lease Included in Tangible Fixed Assets are Assets held under Finance Leases as follows: Asset description Plant and Machinery 2009 2008 Net Depreciation Net Depreciation book value charge book value charge € € € € 81,920 20,480 54,400 13,600 81,920 20,480 54,400 13,600 Page 18 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Financial Fixed Assets Quoted Investments € Total € Cost At 1st January 2009 At 31st December 2009 541,501 541,501 Provisions for diminution in value: At 1st January 2009 At 31st December 2009 (486,334) (486,334) Net book values At 31st December 2009 55,167 55,167 At 31st December 2008 55,167 55,167 The market value of these investments at 31st December 2009 was €55,167 (2008 : €55,167). Debtors Trade Debtors Accrued Income Corporation Tax Repayable VAT Repayable Deferred Taxation - Accelerated Capital Allowances Prepayments Other Debtors 2009 € 2008 € 321,817 24,560 911,915 31,327 12,132 24,413 36,631 58,624 - 22,403 36,631 46,621 659,461 1,111,493 All balances are deemed recoverable within one year. Page 19 - 1,075,042 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 12. Creditors: amounts falling due within one year Trade Creditors Bank Loan Net Obligations under Hire Purchase and Finance Leases PAYE Payable PRSI Payable Corporation Tax payable Other Creditors Accruals and Deferred Income 13. Creditors: amounts falling due after more than one year Bank Loan Net Obligations under Hire Purchase and Finance Leases 14. 2008 € 192,287 33,500 31,637 29,242 16,138 1,848 6,433 169,732 643,419 33,500 16,111 27,939 12,055 480,817 894,760 2009 € 2008 € 1,541,574 59,071 1,600,353 51,018 1,600,645 1,651,371 After five years € Total € - 2,199 159,537 Details of Borrowings - Maturity Analysis Within Between Between one one & two two & five year years years € € € 15. 2009 € Repayable other than by Installments: Bank loans 33,500 Hire Purchase & Finance Lease 31,637 33,500 32,704 182,052 26,367 1,326,022 65,137 66,204 208,419 1,326,022 - 1,575,074 90,708 1,665,782 Securities KBC bank borrowings are secured by afirst fixed and floating charge over the Sennebogen Crane (Fixed Asset) owned by the company. Page 20 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 16. 17. 18. Government Grants Deferred 2009 € At 1st January 2009 Amortised during the year 215,042 (20,674) 235,716 (20,674) At 31st December 2009 194,368 215,042 2009 € 2008 € Provision for Liabilities and Charges Gross Pension Liability Deferred Tax Asset 355,000 1,037,000 (44,375) (129,625) At 31st December 2009 310,625 907,375 2009 € 2008 € Share Capital Authorised equity 8,000,000 Ordinary shares of €1.25 each 10,000,000 10,000,000 Allotted, called up and fully paid equity 7,141,472 Ordinary shares of €1.25 each 19. 2008 € 8,926,840 8,926,840 Capital Conversion Reserve Fund 2009 € Balance as at 31 st December 2009 13 7,644 2008 € 13 7,644 Arising from the renominalisation of share capital in 2001, an amount equal to the aggregate amount by which the issued share capital of the company was reduced was transferred to the capital conversion reserve fund. Page 21 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 20. Directors and Secretary and their Interests The Directors and Secretary who served during the year and their interests in the shares of the company are as stated below: 21. Director / Secretary Date of Appointment During Year (if applicable) Paul Carey Eamon Bradshaw Marie Clery Mairead Cosgrave Thomas McElwain Robert Molloy John McNamara Ollie Crow 2009 No. 2008 No. N/a N/a N/a N/a N/a N/a N/a 23rd November 2009 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Director / Secretary Date of Resignation During Year 2009 No. 2008 No. Sean Kyne Raymond Rooney (Deceased) Colette Connolly Brian Walsh 26th June 2009 27th June 2009 30th July 2009 30th July 2009 Nil Nil Nil Nil Nil Nil Nil Nil 2009 € 2008 € Reconciliation of Movements in Shareholders' Funds Profit for the year Other recognised gains or losses 146,918 452,024 401,625 (1,308,125) Net addition to/deduction from shareholders' funds Opening Shareholders' Funds 548,543 (856,101) 11,083,584 11,939,685 Closing Shareholders' Funds 11,632,127 11,083,584 Page 22 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Pensions Galway Harbour Company operates a defined benefit scheme and a defined contribution scheme for its employees. The schemes are funded and the assets are held separately from those of Galway Harbour Company. Contributions are made to the defined benefit scheme, which is closed to new membership, at rates recommended by independent qualified actuaries. The latest full actuarial valuation prepared using an attained age method of funding was at 31 st December 2006 and recommended a funding rate of 45%. The principal actuarial assumptions issued were as follows: Details % Price inflation Increase in pensionable earnings Increase in pensions payment Increase in equity dividends and property rentals Return on investments (pre retirement) Return on investments (post retirement) 2.5% 5.0% 3.0% 3.5% 6.5% 5.0% The actuarial report showed that at that date the market value of the schemes assets was €1,475,000 and a past service deficit of €1,021,000. The defined benefit scheme is a closed scheme and under the projected unit method the current service cost will increase as the members of the scheme approach retirement. The amounts charged during the year to operating costs were as follows: Defined contribution scheme Defined benefit scheme - current service cost Defined benefit scheme - past service cost Contributions to the scheme during the year 2009 € 2008 € 2007 € 2006 € 130,000 134,000 154,000 13,000 175,000 130,000 134,000 154,000 188,000 378,000 605,000 606,000 600,000 The current contribution rate is 46% of pensionable salary. Page 23 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Pensions (continued) FRS J 7 Retirement Benefits The valuation of the scheme used for the purposes of FRS 17 disclosures has been based on the most recent actuarial valuation as identified above and updated by an independent actuary to take account of the requirements of FRS 17 in order to assess the liabilities at the balance sheet date. The major assumptions used by the actuary as at 31st December 2009 were as follows: Discount Rate Inflation Rate Rate of Increase in pay Rate of Increase of pensions in payment Rate of Increase for deferred pensioners 2009 % 2008 % 2007 % 2006 % 5.50% 2.00% 4.00% 3.00% 2.00% 5.60% 2.00% 4.00% 3.00% 2.00% 5.70% 2.50% 4.50% 3.00% 2.50% 4.75% 2.25% 4.25% 3.00% 2.25% Based on these assumptions, the following table sets out the market value of the assets of the defined benefit scheme together with details of the expected long term rates of return used to generate the amount shown in the profit and loss account. It also shows the most recent valuation of the scheme liabilities updated for movements in the financial assumptions. Equities Bonds Other Equities Bonds Other Total Market Value of Assets Present value of scheme liabilities 2009 % 2008 % 2007 % 2006 % 6.60% 4.10% 3.93% 7.50% 4.20% 4.80% 7.10% 4.90% 5.08% 7.30% 4.17% 4.56% 2009 € 2008 € 2007 € 2006 € 2,426,000 1,838,000 2,954,000 2,716,000 606,000 614,000 418,000 376,000 952,000 583,000 717,000 652,000 3,984,000 3,035,000 4,089,000 3,744,000 (4,339,000)(4,072,000)(4,151,000) (4,299,000) Deficit Related deferred tax asset (355,000)(1,037,000) 44,375 129,625 (62,000) 7,750 (555,000) 69,375 Net Pension Liability (310,625) (907,375) (54,250) (485,625) Page 24 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Pensions (continued) The movement during the year in the total net pension liability is as follows: 2009 2008 € 2007 € 2006 € Deficit at beginning of year (1,037,000) (62,000) (555,000) (1,820,000) Charged to Profit Current service cost (130,000) (134,000) (154,000) (175,000) Past service cost Other finance income/(charge) (25,000) 49,000 59,000 11,000 Charged to the Statement of Total Recognised Gains and Losses Actuarial gain/(loss) 459,000 (1,495,000) (18,000) 829,000 Cash Movements Contributions 378,000 605,000 606,000 600,000 Deficit at end of year (355,000)(1,037,000) (62,000) (555,000) The actuarial gains and losses may be analysed as follows: 2009 € Difference between expected and actual return on assets Experience movements on scheme liabilities Changes in assumptions underlying the present value of scheme liabilities Actuarial Gain / (Loss) in Statement of Total Recognised Gains and Losses 2008 € 2,007 € 442,000 (1,801,000) 89,000 277,000 (474,000) (12,000) (72,000) 29,000 468,000 459,000 (1,495,000) (18,000) The following table sets out a history of actuarial gains and losses over the past five years: 2009 2008 2007 2006 € € € € 2005 € Difference between expected and actual return on assets 442,000 (1,801,000) (474,000) Expressed as a percentage of assets 11.09% 59.34% 11.59% Experience gains / (losses) on liabilities 89,000 277,000 (12,000) Expressed as a percentage of liabilities 2.05% 6.80% 0.29% Change in assumptions (72,000) 29,000 468,000 Expressed as a percentage of liabilities 1.66% 0.71% 11.27% 183,000 4.89% 177,000 4.11% 469,000 10.91% 305,000 10.90% (79,000) 1.70% (575,000) 12.43% Total actuarial gains and losses Expressed as a percentage of liabilities 829,000 19.28% (349,000) 7.50% 459,000 (1,495,000) 10.50% 36.71% Page 25 (18,000) 0.43% Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 23. Capital Commitments 2009 € 2008 € 675,000 615,600 Details of capital commitments at the accounting date are as follows: Contracted for but not provided in the financial statements 24. Contingent Liabilities There are contingent liabilities to repay in certain circumstances in whole or in part government grants of €413,471 received by the company. The Directors believe that it is unlikely that these liabilities will materialise and therefore have not provided for such contingent liabilities in the financial statements. 25. Related Party Transactions During the financial year the company had business dealings involving company Directors. A summary of the transactions is as follows: Details € (Net of VAT) Purpose Rooney Auctioneers (Galway) Limited Rooney Life and Pensions Limited Galway Stevedores Carey Developments Limited €142,430 €450 €1,856 €94,229 Auctioneering Services Pension Advices Stevdoring Services Building Costs All dealings were in the normal course of business. Page 26 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued Gross Cash Flows 2009 € Returns on investments and servicing of finance Interest income Investment income Interest on bank loans and overdrafts Interest on lease agreements Taxation Corporation tax paid Capital expenditure and financial investment Payments to acquire Tangible Assets Receipts from sales of Tangible Assets 2008 € 20,640 (50,525) (4,020) 18,475 33,638 (40,962) (3,966) (33,905) 7,185 (215,740) (276,996) (215,740) (276,996) (1,244,474) (2,101,470) 7,500 - (1,236,974) (2,101,470) Financing Capital movement in bank loan Capital movement in lease agreements (58,779) 1,223,558 (24,774) 23,579 (35,200) 1,198,784 Page 27 Galway Harbour Company Notes to the Financial Statements for the year ended 31st December 2009 continued 27. Analysis of changes in net Debt Opening balance € Cash at bank and in hand Debt due within one year Debt due after one year Finance leases Net Debt 28. Cash flows € Other changes € Closing balance € 1,105,571 (1,028,365) - 77,206 1,105,571 (1,028,365) - 77,206 (33,500) (1,600,353) (67,129) 58,779 (1,700,982) 58,779 (23,579) (1,665,782) (969,586) (23,579) (1,588,576) (595,411) - - (33,500) (1,541,574) (23,579) (90,708) - - Controlling Parties The company was controlled during the period by the Minister for Transport through the appointment of the directors to the company with the exception of the Chief Executive Officer who is an ex officio officer of the board. The company provides to and receives services from various Government Departments and other State Bodies, in the normal course of business. 29. Approval of Financial Statements The financial statements were approved by the Board on 12th March 2010. Page 28 Galway Harbour Company We, the undersigned, being a Director and Secretary of Galway Harbour Company hereby certify that the Chairman's Statement, the Report of the Directors, the Statement of Directors' Responsibilities, the Report of the Auditors,the Profit and Loss Account, the Balance Sheet, the Cashflow Statement and Notes to the Financial Statements set out on pages 1 to 28 herewith are true copies of the originals of the Chairman's Statement, the Report of the Directors, the Statement of Directors' Responsibilities, the Report of the Auditors,the Profit and Loss Account, the Balance Sheet, the Cashflow Statement and Notes to the Financial Statements as laid before the Members at the Annual General Meeting of the Company held on the Sig Date:— Page 1