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The Natural Source of Quality<br />

<strong>Dairygold</strong> Co-operative Society Limited<br />

<strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

<strong>Dairygold</strong> Co-operative Society Limited<br />

<strong>Annual</strong> <strong>Report</strong> and Accounts


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Contents<br />

CHAIRMAN’S STATEMENT 5<br />

CHIEF EXECUTIVE’S REVIEW 9<br />

FINANCIAL OVERVIEW 15<br />

DIRECTORS, COMMITTEES AND OTHER INFORMATION 19<br />

STATEMENT OF BOARD RESPONSIBILITIES 24<br />

INDEPENDENT AUDITOR’S REPORT 25<br />

Consolidated Profit and LOss Account 26<br />

Consolidated Balance sheet 27<br />

Consolidated Cash Flow STATEMENT 28<br />

Consolidated STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 29<br />

RECONCILIATION OF MOVEMENT IN SHAREHOLDERS’ FUNDS 29<br />

STATEMENT OF ACCOUNTING POLICIES 30<br />

NOTES TO FINANCIAL STATEMENTS 32<br />

FIVE YEAR HISTORICAL INFORMATION 50<br />

3


4<br />

<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong>


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Chairman’s<br />

Statement<br />

In economic terms, <strong>2009</strong> was certainly one of the most challenging<br />

years in living memory and as a sector, agriculture was badly hit.<br />

In economic terms, <strong>2009</strong> was certainly<br />

one of the most challenging years<br />

in living memory and as a sector,<br />

agriculture was badly hit. The farming<br />

community was already reeling from<br />

the near collapse in world prices which<br />

had occurred during the previous<br />

twelve months and then had to contend<br />

with further price falls, resulting from<br />

weakening demand.<br />

A third consecutive poor summer and a<br />

late harvest exacerbated an already very<br />

difficult situation and placed all farmers<br />

and rural communities under severe<br />

pressure.<br />

The Society has emerged from <strong>2009</strong> in<br />

a stronger position having managed to<br />

improve its overall profitability during<br />

the year whilst still lifting the milk price<br />

in September at the earliest sign of a<br />

possible recovery in market returns.<br />

It is our role to supply farm inputs at<br />

least possible cost, to process our<br />

Members’ milk efficiently and to offer the<br />

highest price possible consistent with<br />

achieving a commensurate return in the<br />

dairy marketplace.<br />

Dr. Anthony Crudden -<br />

in <strong>Dairygold</strong>'s Innovation Centre<br />

“The Society<br />

has emerged<br />

from <strong>2009</strong><br />

in a stronger<br />

position”<br />

For the dairy industry, with the milk<br />

price at a 25 year low and limited EU<br />

supports, <strong>2009</strong> was certainly among<br />

the worst years on record. No industry<br />

could experience such precipitous price<br />

falls and not experience a crisis but the<br />

problems besetting the dairy sector<br />

were compounded as the crisis in Irish<br />

and international banking restricted<br />

credit availability and credit insurance.<br />

Uncertainty is the only constant we can<br />

look forward to in the near term.<br />

I am pleased to state that your Society<br />

responded to these challenges and<br />

despite the extraordinarily difficult<br />

environment it delivered on its financial<br />

targets. It brought to fruition important<br />

capital projects and successfully<br />

concluded the acquisition of the<br />

Solailoire cheese business in France and<br />

the acquisition from Reox Holdings plc of<br />

seven 4HOME Stores, now rebranded as<br />

Co-Op Superstores.<br />

5


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Milk Price<br />

<strong>Dairygold</strong> is fortunate to be among the<br />

most efficient dairy processors in the<br />

country, nevertheless no one can defend<br />

the milk price levels which farmers were<br />

forced to accept during <strong>2009</strong>. The fact<br />

remains that no other industry sector<br />

or group of people has been asked to<br />

accept prices or rates of pay less than<br />

they received three decades ago. It is<br />

no consolation whatsoever to any dairy<br />

farmer to know that the events which<br />

have conspired to create this situation<br />

are completely beyond either their<br />

control, or that of their processors.<br />

I am pleased to say that we are seeing<br />

the first sign of an upturn in world<br />

markets, but a note of caution should<br />

be sounded here. These are just early<br />

signs and while encouraging, are by no<br />

means an indication that the market is<br />

going to quickly return to acceptable and<br />

sustainable price levels for producers.<br />

Despite this continuing uncertainty, we<br />

still took the lead in the Irish dairy sector<br />

and have increased the milk price by 4.7<br />

cent per litre between September <strong>2009</strong><br />

and February 2010.<br />

This was in line with our duty and<br />

responsibility as a Co-Operative Society<br />

to deliver the best prices possible to our<br />

Member suppliers.<br />

It has to be acknowledged that this is<br />

of little comfort when it is seen in the<br />

context of the price reductions which<br />

preceded it. On the other hand it is at<br />

least a move in the right direction and<br />

a move which shows <strong>Dairygold</strong>’s desire<br />

to return the maximum to our farmers<br />

within the constraints of market returns,<br />

financial investments and financial<br />

commitments.<br />

<strong>2009</strong> saw the successful introduction of<br />

the new A+B-c milk payment system.<br />

This has helped shift the financial<br />

reward in favour of the milk suppliers<br />

who supply high milk solids. Under this<br />

system, suppliers are paid on the basis<br />

of the kgs of protein (A) and butterfat<br />

(B) produced, less a volume adjustment<br />

(c). This gives a greater reward to those<br />

suppliers with high milk solids as it costs<br />

less to transport and process than milk<br />

with lower milk solids equivalent.<br />

If we are to sustain the upward trend in<br />

milk price and take full advantage of any<br />

upturn in markets we must continue our<br />

drive for greater levels of efficiency.<br />

There is little point in adding value to<br />

milk if that value is eaten up by inefficient<br />

processing. Our goal is to continue to<br />

pay a leading milk price and to remain<br />

competitive through our own efficiency<br />

and maximising market opportunities.<br />

Looking at <strong>Dairygold</strong>’s core milk<br />

business we have to recognise that<br />

our future does not solely lie in being a<br />

commodities business at the whim of<br />

global market forces beyond our control.<br />

The future will see increased production<br />

of milk in Ireland and in our competitor<br />

countries and therefore one where the<br />

focus must be squarely on value added.<br />

Our strategy is to optimise commercial<br />

returns through maximising our product<br />

mix, developing the most efficient<br />

routes to market and investing in tightly<br />

focused research and development, with<br />

<strong>Dairygold</strong> Food Ingredients as a centre of<br />

dairy processing excellence.<br />

6


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

The Industry on a<br />

National Scale<br />

The industry debate currently taking place<br />

on the rationalisation of the Irish dairy<br />

processing and commercial sectors remains<br />

an issue for all involved. <strong>Dairygold</strong> has long<br />

been at the forefront of rationalisation efforts<br />

and indeed was founded out of the merger<br />

of two of Munster’s leading dairy Co-Ops.<br />

This is a never-ending journey and we are<br />

constantly striving for greater efficiencies<br />

and economies of scale.<br />

In this context <strong>Dairygold</strong> is always open and<br />

willing to explore all relevant and appropriate<br />

options for operational and commercial<br />

improvements and we are currently active<br />

participants in the ICOS ‘Milk Ireland’<br />

discussions. <strong>Dairygold</strong> has also established<br />

an in-house team to analyse how we might<br />

best progress the ongoing development of<br />

the business to the benefit of Members.<br />

We will not enter into any co-operation or<br />

further co-processing arrangements unless<br />

we are fully convinced that they will deliver<br />

value to <strong>Dairygold</strong> suppliers in terms of<br />

a higher milk price. Our guiding principle<br />

when seeking efficiency improvements and<br />

cost reductions has always been to pass the<br />

benefit on to our Members and suppliers and<br />

this will remain the case.<br />

Milk Testing<br />

An ICOS initiative to establish a<br />

centralised milk testing laboratory had<br />

the potential to deliver benefits to dairy<br />

farmers throughout Ireland. It was<br />

planned that this facility would provide<br />

testing services for eight Co-Ops with<br />

more than 7,000 milk suppliers.<br />

<strong>Dairygold</strong> supported the proposal<br />

which unfortunately failed to attract<br />

the industry consensus required<br />

to proceed. While it is unfortunate<br />

that this industry initiative was not<br />

achieved, you can be assured that<br />

<strong>Dairygold</strong>’s own milk testing facility<br />

continues to operate to the highest<br />

standards.<br />

In addition, the <strong>Dairygold</strong> milk<br />

testing laboratory is undergoing<br />

an independent accreditation<br />

process which your Board believes<br />

is a necessary enhancement going<br />

forward. It will also be expanded<br />

to cater for extra milk testing and<br />

various disease testing. The inclusion<br />

of disease testing is seen as key to<br />

assisting farmers in their individual<br />

herd health programmes.<br />

Grain<br />

Grain growers had one of the most<br />

challenging years in living memory.<br />

Difficult weather conditions saw yield<br />

significantly down in Ireland and a<br />

collapse in grain prices worldwide.<br />

These and other factors combined<br />

to decimate the profitability of the<br />

enterprise at farm level. <strong>Dairygold</strong><br />

offered growers the opportunity to<br />

supply the grain for drying and storage<br />

whilst retaining ownership until sold at<br />

a later date in the expectation of higher<br />

market returns prevailing. Present<br />

indicators are for a challenging year<br />

for growers in 2010 based on trends in<br />

the futures market.<br />

Board and<br />

Management<br />

I would like to note a change to your<br />

Board of Directors. Mr. Terence<br />

O’Donnell retired at the end of the year<br />

by rotational retirement. I would like<br />

to thank Terence for his contribution<br />

and commitment to the Society and<br />

the Board during his tenure and for his<br />

assistance to me over the years.<br />

I would like to formally welcome Mr. Tom<br />

Feeney to the Board and I look forward to<br />

Tom’s contribution and working with him.<br />

I wish to thank the management and staff of<br />

the Society for their work and commitment<br />

over the last year and to place on record<br />

my gratitude for their help and support,<br />

in particular during the periods of change<br />

in the CEO position. I wish to express the<br />

gratitude of the entire Board to Interim<br />

Chief Executive Mr. Michael Harte who took<br />

the reins for six months and guided the<br />

business safely through a difficult period.<br />

On that note I formally congratulate Mr.<br />

Jim Woulfe on his appointment as Chief<br />

Executive of the Society and acknowledge<br />

his commitment and achievements since<br />

taking up office. I wish him all the very best<br />

for the future as he continues in his task<br />

of leading <strong>Dairygold</strong> through the current<br />

challenging environment.<br />

Conclusion<br />

My Board colleagues and I fully understand<br />

and appreciate the difficult situation<br />

prevailing at farm level resulting from low<br />

produce prices. We have worked through<br />

what has been a most difficult year for all<br />

concerned. We are presently seeing an<br />

improvement in dairy market returns and<br />

are cautiously optimistic for the future.<br />

Whilst many businesses have been<br />

impacted by the recent economic turmoil,<br />

our business is still fundamentally sound<br />

with a strong and united management team<br />

in place.<br />

The Board and management recognise<br />

the future milk processing challenges<br />

and is focused on delivering a sustainable<br />

business performance that will allow<br />

the business develop and grow in order<br />

to return to our producers a strong and<br />

competitive milk and grain price.<br />

I wish to acknowledge and thank you for<br />

your continued support of our Society.<br />

Your custom and business are greatly<br />

appreciated and are vital for the continued<br />

success of the organisation.<br />

Vincent Buckley<br />

Chairman<br />

7


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Svitlana Binns, <strong>Dairygold</strong> Food Ingredient’s Marketing Manager<br />

in the Food Tasting Kitchen in <strong>Dairygold</strong>’s Innovation Centre<br />

8


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Chief Executive’s<br />

Review<br />

The market environment for <strong>Dairygold</strong> and its various operations<br />

remained extremely challenging throughout <strong>2009</strong>.<br />

“all divisions<br />

of the business<br />

made a positive<br />

contribution to<br />

the bottom line”<br />

The slump in returns from world dairy<br />

markets combined with the ongoing<br />

turmoil in financial markets created<br />

what has probably been the most difficult<br />

operating climate in our history.<br />

Despite these difficulties, <strong>Dairygold</strong><br />

delivered retained profit for the <strong>2009</strong><br />

financial year of €8.1 million on a<br />

turnover of €555 million. I’m pleased<br />

to be in a position to report that all<br />

divisions of the business made a positive<br />

contribution towards the bottom line.<br />

The <strong>2009</strong> profit was delivered against<br />

a backdrop of borrowings increasing<br />

by €9.7 million on 2008 to €77.9<br />

million. This increase in borrowings<br />

was necessary to fund the increase in<br />

farmer debtors, capital investment in the<br />

business and the acquisition of seven<br />

4HOME stores and a small industrial<br />

cheese business in France.<br />

<strong>Dairygold</strong> has significant borrowings and<br />

requires a defined level of profitability<br />

to secure the support of our bankers<br />

for the ongoing financing of the<br />

business. The current phase of our Dairy<br />

capital investment programme is now<br />

largely complete and our borrowing<br />

requirements should be reduced over the<br />

coming years from the performance of<br />

our existing activities.<br />

As a Co-Op we were disappointed with<br />

the returns available for our Members’<br />

milk. While cognisant of the low returns<br />

from international markets and our<br />

requirement to fulfil our financial<br />

obligations, <strong>Dairygold</strong> nonetheless lifted<br />

the milk price paid to Members at the<br />

first available opportunity.<br />

True to our Co-Operative ethos, <strong>Dairygold</strong><br />

raised its milk price in response to early<br />

signs of some recovery in world prices<br />

which began to emerge in the latter part<br />

of the year.<br />

On the efficiency side, payroll savings<br />

of some €3 million were achieved over<br />

the course of the year through the<br />

implementation of a number of initiatives<br />

including, among others, a pay freeze<br />

across the Society, a 40% cut in variable<br />

pay and a base salary reduction for<br />

senior management, strict control of<br />

overtime, a reduction in temporary and<br />

contract work and some 35 redundancies.<br />

Further operational efficiencies were<br />

achieved including a re-alignment of work<br />

practices.<br />

9


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Management<br />

I was appointed Chief Executive in July<br />

<strong>2009</strong> and I feel privileged to have been<br />

selected by the Board to take on this<br />

role of responsibility within the Society,<br />

only the third to do so since <strong>Dairygold</strong>’s<br />

establishment through merger in 1990.<br />

I would like to thank the Board for its<br />

ongoing encouragement and support<br />

during my tenure to-date as Chief<br />

Executive.<br />

I accepted the position knowing full well<br />

the challenges that lay ahead. <strong>Dairygold</strong>’s<br />

success is largely reliant on international<br />

market factors outside of our control. I<br />

am confident that the new management<br />

team with its skillset and the organisation<br />

structure put in place will help ensure<br />

that the hard work required to succeed is<br />

delivered.<br />

The new structure will see each person<br />

take full responsibility for their functional<br />

areas across our entire business both in<br />

Ireland and overseas where applicable. The<br />

changes are also designed to facilitate clear<br />

lines of responsibility and accountability<br />

while creating a single point of ownership<br />

and focus on growing the business.<br />

ERP<br />

In <strong>2009</strong> the Society successfully<br />

implemented an integrated business<br />

information system, covering all Financial,<br />

Sales, Procurement, Inventory, Payroll,<br />

Point of Sale, Milk Management and<br />

Share Management activities for its Irish<br />

operations. The new business information<br />

system provides management with<br />

enhanced capability to optimise the<br />

performance of the business.<br />

Dairy Markets<br />

For all dairy processing businesses<br />

the continuing slump in returns from<br />

international dairy markets presents<br />

the most severe of challenges. The well<br />

documented fall in international demand<br />

for dairy produce resulted in milk price<br />

returns being forced down to 25 year<br />

lows for most of <strong>2009</strong>.<br />

The supply side is now slowly correcting<br />

itself with production easing back in<br />

most geographies. The EU will be under<br />

quota by as much as 5% in this current<br />

quota year to March 2010. The global<br />

demand for dairy produce remains weak,<br />

as buyers are slow to commit to longer<br />

term contracts or to invest in stocks.<br />

Underpinning all expectations for a<br />

sustained recovery in dairy prices<br />

is the expectation of some form of<br />

economic recovery globally. Consumer<br />

confidence will not return without it.<br />

Despite all of these factors, <strong>Dairygold</strong><br />

remains cautiously optimistic about an<br />

improvement in market returns in 2010.<br />

As a Co-Op, milk price is at the core of<br />

our commitment to Members and we will<br />

continue to strive to pay the best milk<br />

price possible within prevailing market<br />

conditions.<br />

<strong>Dairygold</strong> Food<br />

Ingredients<br />

<strong>Dairygold</strong>’s strategy in milk utilisation is<br />

to follow the European model by directing<br />

more milk away from butterfat and<br />

towards cheese and added value dairy<br />

ingredients, both products which are<br />

on the growth curve globally. Our dairy<br />

processing business, <strong>Dairygold</strong> Food<br />

Ingredients, is now firmly focussed on<br />

providing cheese and dairy ingredient<br />

solutions to the international food<br />

processing, baby food and ready meals<br />

sectors.<br />

Over the past number of years we<br />

have invested in modernising plant<br />

and operations to target these product<br />

areas and provide greater flexibility in<br />

manufacturing customised products to<br />

deliver on individual customer needs.<br />

These investments have put <strong>Dairygold</strong> in<br />

a very strong position to compete for an<br />

increased share of these markets.<br />

In our ingredients business the<br />

Castlefarm, Mitchelstown site has<br />

one of the largest demineralised whey<br />

manufacturing plants in Europe and is the<br />

foundation for <strong>Dairygold</strong>’s focus on the<br />

premium Baby Food market. The delivery<br />

of this strategy was made possible by<br />

significant investment in the Castlefarm<br />

facility.<br />

Our ingredients business has a particular<br />

focus on the infant milk formula sector<br />

and <strong>Dairygold</strong> has developed strong<br />

commercial relationships with a number<br />

of key players. The business is developing<br />

a foothold in the Asian market where<br />

there is significant growth potential. In<br />

China alone some 18 million babies are<br />

born each year - more than the total born<br />

each year in Europe and the Americas<br />

combined.<br />

In our cheese business the Clonmel<br />

Road, Mitchelstown site has one of the<br />

most efficient cheddar cheese plants in<br />

Britain and Ireland whilst our Mogeely<br />

site remains a dedicated producer of<br />

speciality cheeses for export, including<br />

the leading brands Jarlsberg and Regato.<br />

Meanwhile our Mallow site continues to<br />

provide the additional capacity needed to<br />

manage peak milk intake and ingredient<br />

processing during the summer season.<br />

In the UK, our <strong>Dairygold</strong> Food Ingredients<br />

businesses, based in Leeds and in<br />

Crewe, are both profitable and growing<br />

businesses. They have established<br />

<strong>Dairygold</strong> as a leading supplier of a<br />

range of formatted cheeses and soft<br />

cheeses to the UK’s Ready Meals and<br />

Food Manufacturing sectors. Following an<br />

investment programme at both facilities<br />

during <strong>2009</strong>, the manufacturing capability<br />

now exists to meet significant increases<br />

in demand from their industrial customer<br />

base over the coming years.<br />

In September, <strong>Dairygold</strong> acquired<br />

the French based cheese ingredients<br />

supplier, Solailoire. The company, based<br />

near Nantes, offers customised cheese<br />

solutions to industrial customers in<br />

the ready meals and snack sectors.<br />

The acquisition provides <strong>Dairygold</strong><br />

with access to the French and broader<br />

European markets while the technology<br />

allows us to extend our overall value<br />

added product offering.<br />

10


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Ms Andrea Coleman - in <strong>Dairygold</strong>’s<br />

Centralised Product Testing Laboratory<br />

The acquisition, coupled with our existing<br />

commercial operations based in Germany<br />

and Spain will help <strong>Dairygold</strong> in realising<br />

its ambition of replicating and extending<br />

our successful UK cheese solutions<br />

business in the wider European market.<br />

<strong>Dairygold</strong> Food Ingredients in the UK,<br />

<strong>Dairygold</strong> Germany and now Solailoire in<br />

France are examples of modest but very<br />

successful businesses that are utilising<br />

<strong>Dairygold</strong>’s expertise in cheese to find<br />

higher value sales avenues. They are<br />

helping to strengthen and consolidate our<br />

relationship with all the leading operators<br />

in the Ready Meals and broader Food<br />

Manufacturing sectors. These businesses<br />

are also benefiting from the support and<br />

skillset offered by <strong>Dairygold</strong>’s Innovation<br />

Centre in Mitchelstown, in terms of<br />

Product and Process Re-engineering,<br />

Research and Development and New<br />

Product Development.<br />

<strong>2009</strong> represented the first full year of<br />

operation for our new Innovation Centre<br />

in Mitchelstown. The Centre is focussing<br />

on the development of new solutions for<br />

our Food Ingredients business and its<br />

industrial customers. The Centre is also<br />

active in industry collaboration, working<br />

with Enterprise Ireland’s Food Health<br />

Ireland initiative, involving four dairy<br />

processors, Teagasc, and a number of<br />

universities.<br />

Overall, the level of efficiency of our<br />

dairy processing division combined<br />

with our clear strategy to drive higher<br />

value sales has enabled <strong>Dairygold</strong><br />

Food Ingredients to maintain its<br />

performance in what has been one of<br />

the worst years for the dairy industry.<br />

We recognise that there is scope at<br />

industry level for further improvement<br />

in the Irish dairy processing and<br />

marketing sectors. Your Board and<br />

management team is conscious<br />

of this challenge and any proposal<br />

that can deliver improved returns to<br />

our Members will be given serious<br />

evaluation and consideration.<br />

<strong>Dairygold</strong> Agri Operations<br />

The operating environment for <strong>Dairygold</strong><br />

Agri remained challenging during the year.<br />

<strong>2009</strong> marked the third consecutive year of<br />

extremely unfavourable weather conditions<br />

for farmers and the Society worked hard to<br />

lessen the impact of this on Members in a<br />

number of ways.<br />

During the year <strong>Dairygold</strong> Agri made a<br />

particular effort to offset the volatility in<br />

international fertiliser prices through its<br />

management of purchasing and stocking<br />

arrangements. This deliberate strategy<br />

combined with price reductions in the latter<br />

part of the year enabled us to close the year<br />

in a very competitive position.<br />

In June, <strong>Dairygold</strong> took account of the<br />

very unfavourable weather conditions and<br />

gave our customers a rebate on dairy feed<br />

purchases to the value of €400,000 in order<br />

to support their milk production operations<br />

at this critical time of the year for dairy<br />

farming.<br />

The tough conditions for dairy farming<br />

created feeding challenges at farm level.<br />

Recognising this issue, <strong>Dairygold</strong> Agri<br />

expanded its feed range to offer greater<br />

flexibility and choice. The feed range<br />

available over the year covered the full<br />

spectrum of product specification and<br />

price. This allowed our customers the<br />

flexibility to make the feed investment<br />

decisions that best suited their individual<br />

farming operations knowing that there was<br />

no compromise on product quality.<br />

On a like-for-like basis <strong>Dairygold</strong>’s<br />

feed prices remained very competitive<br />

throughout the year, maintaining good<br />

throughputs in the feed mills.<br />

<strong>Dairygold</strong> Agri exists to service our<br />

farming Members’ needs. To fulfil this<br />

objective the management team is<br />

focussed on constantly driving out cost<br />

and consolidating the business in a highly<br />

competitive and shrinking market. The<br />

strategy also seeks to maintain a modest<br />

operating profit that will allow the operation<br />

to remain an asset to our farmer Members<br />

into the future. With that in mind we<br />

would encourage all Members to support<br />

the business. In doing so, you will help<br />

us achieve our aim to continue to grow<br />

your Society’s position as the leading Agri<br />

supplier in Munster.<br />

11


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Agri Retail -<br />

Co-Op Superstores<br />

As with our entire Agri business, the<br />

Co-Op Superstores business provides an<br />

important service to our Members. The<br />

business priorities remain customers’<br />

needs and improving operational efficiency<br />

while retaining a modest profit to support<br />

the ongoing development of the business.<br />

The highlight of <strong>2009</strong> was the acquisition<br />

of seven profitable and strategically<br />

located 4HOME Superstores. These seven<br />

stores traditionally have had a strong<br />

affinity with our <strong>Dairygold</strong> customer base.<br />

The acquisition will strengthen the Co-<br />

Op Superstores brand, provide valuable<br />

economies of scale and will be central to<br />

any future rationalised structure.<br />

The acquisition will help strengthen<br />

the geographic structure with a strong<br />

spine of stores now operating across<br />

our catchment area which will allow us<br />

to develop an optimal structure for the<br />

future.<br />

Munster AI<br />

<strong>2009</strong> was a defining year in cattle<br />

breeding in that genomic selection of<br />

bulls was finally adopted. This is an<br />

important progression for the Dairy<br />

industry as it faces into the post<br />

quota era. Irish dairy farmers need<br />

their animals to be the most efficient<br />

converters of grass into milk solids.<br />

The EBI evaluation process readily<br />

identifies the best bulls and breeding<br />

strategy to enable that to happen.<br />

In that context Munster AI, in which<br />

the Society has a 66% shareholding,<br />

offers a very important service and<br />

will play a central role in the Society’s<br />

future milk production strategy.<br />

Reox Holdings plc<br />

<strong>Dairygold</strong> has a substantial<br />

investment in Reox, so naturally<br />

we are deeply interested in how<br />

that business is performing. After<br />

a particularly difficult year in <strong>2009</strong>,<br />

Reox is focussed on protecting<br />

shareholders’ investment in the<br />

current difficult economic climate.<br />

Responsibility for the operation of<br />

the business lies with the Board and<br />

management of Reox Holdings plc.<br />

Conclusion<br />

As we close out on the <strong>2009</strong> financial year I want<br />

to offer particular thanks to the Chairman and<br />

Board members, management team and staff,<br />

all of whom have given me great encouragement<br />

and support for which I am grateful. Your Board<br />

and management team are presiding over a<br />

strong business which is meeting all of its<br />

financial commitments. We are well positioned in<br />

the market with a hard working and committed<br />

team and good facilities to take advantage of the<br />

opportunities that will most assuredly come<br />

our way.<br />

Looking forward, one of our key aims is to prepare<br />

for the new quota-less world in which we will find<br />

ourselves in the not too distant future. We would<br />

encourage all milk suppliers and customers to<br />

become Members of the Society so that we can<br />

use our combined strength to prepare for the<br />

future together.<br />

<strong>Dairygold</strong> will continue to focus on high value<br />

added market segments where the quality of our<br />

raw materials and our innovation expertise can<br />

give us real advantage.<br />

Our business is fundamentally sound and stable<br />

and stability is a good place to be at this time. We<br />

await the inevitable recovery and are well placed to<br />

survive the worst ravages of the current recession.<br />

Jim Woulfe<br />

Chief Executive<br />

12


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Operational Footprint-Dairy Business<br />

Infant Nutrition and<br />

Functional Powders<br />

Mitchelstown<br />

(Castlefarm)<br />

Cheddar Cheese<br />

Mitchelstown<br />

(Clonmel Road)<br />

Soft<br />

Cheeses<br />

Leeds<br />

Ireland<br />

Cheese<br />

Formatting<br />

Crewe<br />

Dairy Powders<br />

Mallow<br />

United Kingdom<br />

Germany<br />

Speciality<br />

Cheeses<br />

Mogeely<br />

DFI (Germany)<br />

Mainz<br />

France<br />

DFI (France)<br />

Nantes<br />

13


14<br />

<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong>


<strong>Dairygold</strong> Co-Operative Society Limited <strong>2009</strong> <strong>Annual</strong> Operations <strong>Report</strong> and and Financial Accounts Review <strong>2009</strong><br />

Financial Overview<br />

In <strong>2009</strong> <strong>Dairygold</strong> Co-Operative Society Limited generated an operating profit of €13.5<br />

million of which €11.8m was generated from its core activities, with all the individual<br />

businesses contributing to the performance.<br />

<strong>2009</strong> Key Financials<br />

In <strong>2009</strong>:<br />

» <strong>Dairygold</strong> generated an<br />

operating profit for the year<br />

of €13.5 million - a profit of<br />

€11.8 million on dairy (both<br />

Ireland and overseas) and<br />

agri-trading activities, with<br />

a profit of €1.7 million from<br />

share trading.<br />

» <strong>Dairygold</strong>’s Shareholders’<br />

Funds increased by €14.8<br />

million from its 2008 position<br />

of €205.3 million to €220.1<br />

million.<br />

» <strong>Dairygold</strong>’s Net debt position<br />

increased from €68.2 million<br />

to €77.9 million, an increase<br />

of €9.7 million compared to its<br />

2008 position.<br />

» <strong>Dairygold</strong> invested a total of<br />

€21.6 million of its cash in<br />

capital expenditure (net of<br />

grants) across the business<br />

and in acquisitions, to meet<br />

the future challenges of the<br />

business.<br />

Profit and Loss Account<br />

» The turnover generated in <strong>2009</strong><br />

decreased by €132.9 million versus<br />

2008 from €688.1 million to €555.2<br />

million. The decrease occurred<br />

across the main business activities,<br />

as dairy commodity product prices<br />

fell significantly year on year as did<br />

feed and fertiliser prices.<br />

» The operating profit of €13.5 million<br />

achieved in <strong>2009</strong> was an increase of<br />

€11.2 million on 2008, an increase of<br />

€12.3 million on core activities and<br />

a reduction of €1.1 million on share<br />

trading.<br />

The increase in operating profit<br />

from core activities was principally<br />

attributable to the:<br />

» performance of the individual<br />

businesses which benefited<br />

from the restructuring and<br />

investment programmes over<br />

recent years;<br />

» achievement of significant<br />

payroll reductions and lower<br />

energy costs;<br />

» re-alignment in the year of<br />

milk and grain prices with<br />

market returns, whereas in<br />

2008 the Society supported<br />

Members by paying milk<br />

and grain prices in excess of<br />

market returns.<br />

» The share of associates’<br />

performance before related<br />

taxation was a loss of €1.0 million<br />

in <strong>2009</strong> compared to a loss of<br />

€1.9 million in 2008. The loss of<br />

€1.0 million is driven primarily<br />

by <strong>Dairygold</strong>’s share of the<br />

performance of Reox Holdings plc.<br />

» Net interest payable was €1.0<br />

million. Net bank interest payable<br />

of €4.3 million was offset by<br />

RIBB interest of €2.5 million and<br />

a finance credit of €0.8 million<br />

relating to investment returns from<br />

the pension schemes.<br />

» The taxation charge for the year<br />

of €0.9 million relates primarily<br />

to share trading and overseas<br />

subsidiaries.<br />

» The profit for the financial year<br />

was €9.3 million and the retained<br />

profit was €8.1 million after paying<br />

share interest of €1.2 million to<br />

Members.<br />

Balance Sheet<br />

15


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

The Balance Sheet of the Society<br />

strengthened in <strong>2009</strong> with shareholders<br />

funds increasing by €14.8 million to<br />

€220.1 million. The increase was driven<br />

primarily by a retained profit for the<br />

year of €8.1 million, an increase in the<br />

pension asset of €7.4 million, the positive<br />

impact of currency movements on net<br />

investment of €2.6 million, a reduction in<br />

share of associates reserve movements<br />

of €2.1 million and shares redeemed of<br />

€1.3 million.<br />

» Fixed assets of €209.0 million<br />

comprising tangible assets,<br />

intangible assets and financial<br />

assets, increased by €1.6 million,<br />

from €207.4 million as a result of:<br />

» investments of €19.3 million in<br />

capital expenditure, acquisitions<br />

and shares and the impact of<br />

positive currency movements<br />

of €1.2 million, which was<br />

offset by:<br />

» depreciation and amortisation<br />

charges of €16.0 million and<br />

a reduction in the share of<br />

associates net assets of<br />

€2.9 million.<br />

» Net current assets less creditors<br />

falling due after more than one year,<br />

of €8.3 million were up €4.8 million<br />

on 2008, explained by:<br />

» a €12.3 million reduction<br />

in stocks to €73.1 million,<br />

reflecting lower prices and a<br />

reduction in stock volumes.<br />

» an increase in debtors of €2.6<br />

million to €99.0 million.<br />

» a reduction in total creditors<br />

of €24.3 million, incorporating<br />

a reduction in capital accruals<br />

and trade creditors.<br />

» an increase in net debt of €9.7<br />

million, required to meet the<br />

financing needs of the business.<br />

» The net pension asset increased<br />

by €7.4 million, resulting primarily<br />

from gains of €5.3 million arising<br />

from the withdrawal of Reox<br />

Holdings plc as a participating<br />

employer from the pension schemes<br />

and an increase in the value of the<br />

scheme’s assets over liabilities of<br />

€2.2 million.<br />

» The capital grants’ liability of €6.3<br />

million was in line with 2008, as<br />

the grants received during the<br />

year of €0.8 million equalled the<br />

amortisation credit for the year. The<br />

deferred tax liability decreased by<br />

€1.3 million reflecting the deferred<br />

tax assets acquired during the year<br />

as part of the acquisition activity.<br />

» The share capital decreased by €0.4<br />

million to €98.6 million reflecting<br />

the shares redeemed and cancelled<br />

of €1.4m offset by shares issued of<br />

€1.0m.<br />

» The revenue reserves increased<br />

by €16.3 million to €113.4 million,<br />

resulting primarily from the<br />

increase in the net pension asset of<br />

€7.4 million, the positive currency<br />

movements of €2.6 million, a<br />

reduction in share of associates’<br />

reserves of €2.1 million and the<br />

retained profit for the year of €8.1<br />

million.<br />

Scientist Haiyan Yu - working in<br />

<strong>Dairygold</strong>’s Innovation Centre<br />

16


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Cash Flow<br />

The cash out-flow of €7.5 million, the debt<br />

acquired from acquisitions of €4.7 million<br />

and the positive non cash movement of<br />

€2.5 million are the key drivers of the<br />

increase in net debt of €9.7 million to<br />

€77.9 million.<br />

The cash out-flow of €7.5 million results<br />

from an EBITDA (Earnings Before Interest<br />

Taxation Depreciation and Amortisation),<br />

of €29.6 million, which was generated<br />

from the business, adjusted for the actual<br />

pension cost and was offset by:<br />

» the investment in the business of<br />

€23.6 million incorporating capital<br />

expenditure, acquisitions, purchases<br />

of investments, and restructuring<br />

costs.<br />

» increased working capital<br />

requirements of €8.5 million.<br />

» paying €5.1 million to cover net<br />

finance costs, taxation and share<br />

interest.<br />

The increase in the net debt to €77.9<br />

million was a consequence of the<br />

continued investment in the business,<br />

increased working capital requirements<br />

incorporating the acquisitions and<br />

increased dairy and agri debtors.<br />

Pension Assets<br />

In <strong>2009</strong>, the Society and Reox Holdings<br />

plc reached agreement in relation to the<br />

future management and control of the<br />

common pension schemes. It was agreed<br />

that Reox Holdings plc would voluntarily<br />

exit as a participating employer in the<br />

pension schemes. As a result the Society<br />

has assumed full responsibility for such<br />

pension schemes.<br />

On the basis of the Society taking on<br />

the Reox Holdings plc share of funds, it<br />

realised a gain of €5.3 million, based on<br />

the FRS17 valuation at 31 December <strong>2009</strong>.<br />

Financial Assets<br />

The Society’s investment portfolio,<br />

managed in conjunction with a third party<br />

investment manager, had a market value<br />

of €34.7 million including ARYZTA AG<br />

at €16.4 million (€25.70 per share) and<br />

One51 plc. at €10.7 million (€2.80 per<br />

share), which was carried on the Society<br />

Balance Sheet at cost, of €9.6 million as at<br />

31 December <strong>2009</strong>.<br />

During <strong>2009</strong>, <strong>Dairygold</strong> Finance realised<br />

€0.5 million from sales from its original<br />

investment base and given the negligible<br />

book value of these original shares, the<br />

Society realised a profit equivalent to<br />

the sales proceeds of these shares. In<br />

addition, the Society traded €17.4 million<br />

of shares during the period on which it<br />

realised a profit of €1.2m, giving a total<br />

operating profit on Share Trading of €1.7<br />

million.<br />

Reox Holdings plc<br />

<strong>Dairygold</strong> has a 26.1% shareholding in<br />

Reox Holdings plc, however a market<br />

value is not available, due to the lack of<br />

current market trading activity.<br />

<strong>Dairygold</strong>’s <strong>2009</strong> balance sheet reflects<br />

the following:<br />

» its shareholding of €7.3 million,<br />

based on its share of the net assets of<br />

the company,<br />

» the Redeemable Interest Bearing<br />

Bond (“RIBB”) of €33.0 million, and<br />

» €12.1m of other assets primarily<br />

relating to the disposal of<br />

Breeo Foods Limited, Property<br />

Commitments and RIBB Interest<br />

prepaid (payable in March 2010).<br />

The Society decided, on reviewing its<br />

overall investment in Reox Holdings plc,<br />

to provide for some of this investment.<br />

€6 million has been provided for due<br />

to uncertainty about the timing of the<br />

recoverability of these assets, reducing<br />

the value of its investment by c. €3.5<br />

million.<br />

Conclusion<br />

In summary, for <strong>2009</strong>, the Society<br />

in a very challenging environment,<br />

which resulted in reduced returns<br />

to Members and a higher debt<br />

position, delivered a strong financial<br />

performance.<br />

In 2010, the Society will be focussed<br />

on reducing the debt level, while<br />

maximising returns to Members.<br />

This will require an improved financial<br />

performance in line with our 2010<br />

targets.<br />

17


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

<strong>Dairygold</strong> management team (l to r)<br />

Tim Healy, Dairy Operations Director, Chris Edge, Dairy Commercial Director,<br />

Sean O’Sullivan, General Manager Agri Operations, Eamonn Looney, Company Secretary,<br />

Michael Harte, Chief Financial Officer, John O’Carroll, General Manager Agri Retail,<br />

Declan Carville, Head of Human Resources, Jim Woulfe, Chief Executive.<br />

18


Directors, Committees<br />

and Other Information<br />

19


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Board of Directors and Officers<br />

Seated left to right<br />

John McKeogh<br />

Patrick Healy<br />

Bertie O’Leary (Vice Chairman)<br />

Vincent Buckley (Chairman)<br />

Jim Woulfe (Chief Executive)<br />

Flor Riordan<br />

Adrian Burke<br />

Standing left to right<br />

Thomas Feeney<br />

Donal Buckley<br />

John Malone<br />

Eamonn Looney (Secretary)<br />

John Hally<br />

James Lynch<br />

Patrick O’Keeffe<br />

Chief Executive<br />

Jim Woulfe<br />

Secretary<br />

Eamonn Looney<br />

Registered Office<br />

Clonmel Road, Mitchelstown,<br />

Co. Cork.<br />

Principal Bankers<br />

Allied Irish Banks plc<br />

Bank of Ireland<br />

Ulster Bank<br />

Auditors<br />

Deloitte & Touche<br />

No. 6 Lapps Quay, Cork.<br />

20


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Board Committees<br />

The Board has established a committee<br />

structure to assist it in the discharge<br />

of its responsibilities in compliance<br />

with the highest standards of corporate<br />

governance. The committees and their<br />

membership are detailed below. All<br />

committees of the Board have written<br />

terms of reference dealing with their<br />

role and authority delegated by the<br />

Board. The Secretary of the Society,<br />

acts as secretary to each of these<br />

committees.<br />

Audit Committee<br />

The Audit Committee comprises Messrs<br />

Adrian Burke (Chairman), John Hally,<br />

John McKeogh and Patrick O’Keeffe. The<br />

Chief Executive, Chief Financial Officer,<br />

Head of Internal Audit, other Directors,<br />

Senior Management and representatives<br />

of the external auditors may be invited to<br />

attend all or part of any meeting.<br />

The role and responsibilities of the Audit<br />

Committee are set out in its written<br />

terms of reference and include:<br />

» monitoring the integrity of the<br />

financial statements of the Society<br />

and reviewing significant financial<br />

reporting judgements contained in<br />

them;<br />

» reviewing the annual financial<br />

statements before submission to<br />

the Board;<br />

» monitoring and reviewing the<br />

operation and effectiveness of the<br />

internal audit function;<br />

» considering and making<br />

recommendations to the Board<br />

in relation to the appointment,<br />

reappointment and removal of<br />

the external auditors and terms<br />

of engagement of the external<br />

auditors;<br />

» approving the remuneration of the<br />

external auditors, whether fees for<br />

audit or non-audit services, and<br />

ensuring that the level of fees is<br />

appropriate to enable an adequate<br />

audit to be conducted;<br />

» assessing annually the<br />

independence and objectivity of<br />

the external auditors and the<br />

effectiveness of the audit process,<br />

taking into consideration relevant<br />

professional and regulatory<br />

requirements and the relationship<br />

with the auditors as a whole,<br />

including the provision of any nonaudit<br />

services;<br />

» reporting to the Board on<br />

the operation of the Society’s<br />

system of internal control and<br />

risk management, making any<br />

recommendations to the Board<br />

thereon;<br />

» reviewing the arrangements by<br />

which employees of the Society may,<br />

in confidence, raise concerns about<br />

possible improprieties in matters<br />

of financial reporting or other<br />

matters and ensuring that these<br />

arrangements allow proportionate<br />

and independent investigation of<br />

such matters and appropriate follow<br />

up action;<br />

» reviewing its own effectiveness<br />

as a committee and making any<br />

necessary recommendations for<br />

change to the Board.<br />

21


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Remuneration Committee<br />

General Committee 2010<br />

The Remuneration Committee comprises<br />

Messrs John Malone (Chairman), Vincent<br />

Buckley, Bertie O’Leary and Flor Riordan.<br />

The role and responsibilities of the<br />

Remuneration Committee are set out in its<br />

written terms of reference. The principal<br />

responsibilities of the Committee are:<br />

Region 1<br />

MALLOW - 13<br />

Mr. Donal Buckley<br />

Mr. Vincent Buckley<br />

Mr. Ivor Dulohery<br />

Region 3<br />

MID-CORK - 14<br />

Mr. Patrick Ahern<br />

Mr. John Bernard<br />

Mr. Donal Creedon<br />

Region 6<br />

CORK/EAST CORK - 8<br />

Mr. Liam Lane<br />

Mr. Edmond C. Lynch<br />

Mr. Patrick Millerick<br />

» to determine the policy for the<br />

remuneration of the Chief Executive,<br />

Secretary and Direct <strong>Report</strong>s to<br />

the Chief Executive as well as the<br />

Society’s policy on remuneration and<br />

or expenses payable to members of<br />

the Board, members of the Regional<br />

Committees, General Committee<br />

and members of any sub committee<br />

established from time to time;<br />

» review and sanction new or amended<br />

salary, incentive bonus, retirement<br />

benefit and or other benefits for<br />

Senior Executives of the Society<br />

whose remuneration is to be<br />

determined by the Committee;<br />

» agree the policy and or procedures<br />

for authorisation of claims for<br />

expenses of Senior Executives, the<br />

Board, and members of the Regional<br />

Committees, General Committee and<br />

any other sub committee established<br />

from time to time.<br />

Mr. Patrick Fleming<br />

Mr. Liam Foley<br />

Mr. John Hedigan<br />

Mr. Tim Leader<br />

Mr. Timothy McSweeney<br />

Mr. Damian Murphy<br />

Mr. Noel O’Keeffe<br />

Mr. Thomas O’Regan<br />

Mr. Donal Shinnick<br />

Mr. Peter Twomey<br />

Region 2<br />

MITCHELSTOWN - 10<br />

Mr. Patrick Clancy<br />

Mr. Thomas G. Coffey<br />

Mr. John W. Coughlan<br />

Mr. Robert Drake<br />

Mr. Thomas Feeney<br />

Mr. Michael Gowen<br />

Mr. Jerome Desmond<br />

Mr. Patrick Healy<br />

Mr. Richard Hinchion<br />

Mr. Donal F. Hurley<br />

Mr. John Joe Kelleher<br />

Mr. Sean MacSweeney<br />

Mr. Don McSweeney<br />

Mr. Michael Murphy<br />

Mr. Gerard O’Connell<br />

Mr. Bertie O’Leary<br />

Mr. Cornelius O’Riordan<br />

Region 4<br />

TIPPERARY - 5<br />

Mr. Philip Coman<br />

Mr. John Hally<br />

Mr. Ciaran McGrath<br />

Mr. Michael Tobin<br />

Mr. William Walsh<br />

Mr. Sean O’Brien<br />

Mr. Barry O’Connor<br />

Mr. Timothy O’Leary<br />

Mr. John O’Sullivan<br />

Mr. Flor Riordan<br />

Region 7<br />

LIMERICK - 10<br />

Mr. Timothy Blackburn<br />

Mr. William Hickey<br />

Mr. Daniel Hogan<br />

Mr. John Hough<br />

Mr. James Lynch<br />

Mr. John McKeogh<br />

Mr. Patrick Ryan<br />

Mr. Martin Stapleton<br />

Mr. Tony Tuohy<br />

Mr. David Woulfe<br />

Mr. Thomas Hyland<br />

Mr. Philip Leahy<br />

Mr. Patrick O’Keeffe<br />

Ms. Mary Twomey-Casey<br />

Solailoire Facility,<br />

Nantes, France<br />

22


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Regional Committees<br />

AGHABULLOGUE/<br />

RYLANE<br />

P. Ahern<br />

M. Twomey<br />

AHADILLANE<br />

P. Fleming<br />

J. Holmes<br />

ALLENSBRIDGE<br />

C. Murphy<br />

D. Murphy<br />

ANGLESBORO<br />

M. Lenihan<br />

M. Martin<br />

ANNACOTTY/<br />

BIRDHILL/<br />

KILLALOE<br />

M. Caplis<br />

J. McKeogh<br />

L. McNamara<br />

ARAGLEN<br />

T. Feeney<br />

P. O’Donoghue<br />

ARDAGH/OLDMILL<br />

D. Hayes<br />

J. Hough<br />

D. Woulfe<br />

ARDFINNAN<br />

W. Walsh<br />

BALLINAMONA<br />

T. O’Regan<br />

BALLINDANGAN<br />

M. O’Doherty<br />

P. O’Keeffe<br />

BALLINGEARY<br />

S. O’Sullivan<br />

BALLINHASSIG<br />

T. Allen<br />

J. Crowley<br />

BALLYCLOUGH<br />

D. Buckley<br />

I. Dulohery<br />

A. O’Keeffe<br />

BALLYHOOLY<br />

P. Leahy<br />

J. Lenihan<br />

BALLYLOOBY<br />

L. Fitzgerald<br />

E. Morrissey<br />

BALLYMAKEERA<br />

D. Hallissey<br />

B. O’Leary<br />

BALLYPOREEN<br />

P. Clancy<br />

M. Sweeney<br />

BALLYRICHARD/<br />

COBH<br />

A. Barry<br />

A. Bird<br />

J. Cashman<br />

P. O’Donovan<br />

M. O’Neill<br />

T. Russell<br />

BAWNMORE<br />

C. O’Riordan<br />

BENGOUR<br />

P. O’Driscoll<br />

BERRINGS/DRIPSEY<br />

E. Casey<br />

P. Healy<br />

BLACK ABBEY/<br />

KILDIMO<br />

R. Foley<br />

S. O’Riordan<br />

M. Reidy<br />

BOHERLAHAN<br />

P. Coman<br />

M. Tuohy<br />

BUNRATTY<br />

J. Lynch<br />

K. McInerney<br />

BUTTEVANT/<br />

TEMPLEMARY<br />

D. O’Connell<br />

N. O’Keeffe<br />

D. Shinnick<br />

CAHIR<br />

T. Marnane<br />

M. Tobin<br />

CAPPAMORE<br />

S. Meehan<br />

M. O’Donoghue<br />

CARRIGALINE<br />

J. Bernard<br />

D. Lynch<br />

J. McCarthy<br />

G. O’Connell<br />

CARRIGNAVAR<br />

Vacancy<br />

CASTLETOWNROCHE/<br />

KILLAVULLEN<br />

H. Fitzgerald<br />

B. Lenihan<br />

F. Magner<br />

CAUM/MACROOM<br />

M. Murphy<br />

CHURCHTOWN<br />

J. Hedigan<br />

CLOGHEEN<br />

J. Flynn<br />

J. F. O’Gorman<br />

CLONDROHID<br />

P. Kelleher<br />

S. Roche<br />

CLOVERFIELD/<br />

CORELISH<br />

S. O’Brien<br />

T. Tuohy<br />

COACHFORD/<br />

KILCOLMAN<br />

D. Finnegan<br />

J. Kelleher<br />

C.M.P.<br />

T. Cashman<br />

P. Lehane<br />

J. Murphy<br />

D. O’Brien<br />

T. O’Leary<br />

J. O’Sullivan<br />

F. Riordan<br />

CORROGHURM/<br />

MITCHELSTOWN<br />

M. Fox<br />

D. Kent Jnr<br />

E. O’Brien<br />

E. Quinlan<br />

Vacancy<br />

COURTBRACK<br />

V. Buckley<br />

T. McSweeney<br />

DARRAGH<br />

T.G. Coffey<br />

T. Hyland<br />

DONERAILE<br />

M. Duane<br />

E. Sheehan<br />

DONOUGHMORE<br />

L. Foley<br />

F. McSweeney<br />

DROMBANNA<br />

W. Hickey<br />

J. O’Brien<br />

W. Walsh<br />

DROMTARIFFE<br />

J. Lenihan<br />

J. F. Tarrant<br />

GALBALLY<br />

T. Blackburn<br />

M. Donovan<br />

GARRYSPILLANE<br />

M. Murphy<br />

J. P. Tobin<br />

GLANWORTH<br />

D. Joyce<br />

M. Twomey-Casey<br />

GLOSHA/<br />

REARCROSS<br />

R. Keogh<br />

E. O’Toole<br />

GRANAGH/MILTOWN<br />

G. Kennedy<br />

Vacancy<br />

HOLLYFORD<br />

M. O’Connell<br />

HOSPITAL/KILTEELY/<br />

SARSFIELD<br />

J. Burke<br />

P. Hanley<br />

M. Hayes<br />

INCHIGEELA/<br />

TEERGAY<br />

D. Creedon<br />

M. McSweeney<br />

KILBEHENNY<br />

W. O’Doherty<br />

M. Russell<br />

KILCORNEY<br />

J. Browne<br />

T. Leader<br />

KILDORRERY<br />

R. Drake<br />

T. O’Donnell<br />

KILLOWEN/<br />

MOSSGROVE<br />

J. Canty<br />

D. McSweeney<br />

KILLUMNEY<br />

J. Desmond<br />

T. Griffin<br />

KILNAMARTYRA<br />

P. Cronin<br />

B. Hinchion<br />

KILROSS<br />

D. Hogan<br />

J. O’Neill<br />

KILWORTH<br />

J. Clancy<br />

M. Gowen<br />

KNOCKADEA<br />

J.W. Coughlan<br />

J. Fox<br />

KNOCKLONG/<br />

GORMANSTOWN<br />

G. Walsh<br />

LISCARROLL<br />

T. Brosnan<br />

W.J. Egan<br />

LISSARDA<br />

R. Hinchion<br />

S. MacSweeney<br />

LOMBARDSTOWN<br />

F. O’Connor<br />

M. O’Hanlon<br />

P. Twomey<br />

MALLOW<br />

C. Cronin<br />

J. Kenny<br />

MILLSTREET/<br />

BALLYDALY<br />

C. Buckley<br />

D. Corkery<br />

MOGEELY<br />

A. DeCogan<br />

J. Dunne<br />

L. Lane<br />

E.C. Lynch<br />

P. Millerick<br />

D. O’Brien<br />

S. O’Brien<br />

MOURNEABBEY<br />

D. Cronin<br />

J.C. Fitzgerald<br />

MUSKERRY<br />

D. O’Donovan<br />

NEWMARKET-ON-<br />

FERGUS<br />

K. Woods<br />

OOLA<br />

P. Ryan<br />

M. Stapleton<br />

OUTRATH<br />

J. Hally<br />

C. McGrath<br />

M. Moloney<br />

J. O’Donnell<br />

T. Prendergast<br />

T. Ryan<br />

PARK<br />

A. Flavin<br />

K. Galvin<br />

B. O’Connor<br />

M. Riordan<br />

RATHDUFF<br />

J. Aherne<br />

T. Buckley<br />

RUSHEEN<br />

G. Buckley<br />

SHINAUGH<br />

Vacancy<br />

SHOUNLARAGH/<br />

TOGHER<br />

D. F. Hurley<br />

TEMPLEMARTIN<br />

M. P. Murphy<br />

TERELTON/TOAMES<br />

J. J. Kelleher<br />

L. O’Riordan<br />

TOURNAFULLA/<br />

MEENAHELA<br />

D. Aherne<br />

M. Curtin<br />

D. Fitzgerald<br />

23


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Statement of Board Responsibilities<br />

The Industrial and Provident Societies Acts, 1893 to 1978 require the Board to provide for the preparation of financial<br />

statements, in accordance with accounting standards generally accepted in Ireland, for each financial year which gives a<br />

true and fair view of the state of affairs of the Society and of the result of the Society for that period. In preparing those<br />

financial statements, the board shall cause:<br />

» suitable accounting policies to be selected and applied consistently;<br />

» reasonable and prudent judgements and estimates to be made;<br />

» the financial statements to be prepared on the going concern basis.<br />

In accordance with Rule 63 of the Society’s rules the Board shall cause proper books of account and records to be kept<br />

as are necessary to give a true and fair view of the Society’s business and affairs. The Board is also responsible for<br />

safeguarding the assets of the Society and shall cause reasonable steps to be taken to provide adequate protection in this<br />

regard.<br />

On behalf of the Board:<br />

Vincent Buckley, Chairman<br />

Bertie O’Leary, Vice Chairman<br />

16 March 2010 16 March 2010<br />

24


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Independent Auditor’s <strong>Report</strong><br />

to the Members of <strong>Dairygold</strong> Co-operative Society Limited<br />

We have audited the financial<br />

statements of <strong>Dairygold</strong> Co-Operative<br />

Society Limited for the year ended<br />

31 December <strong>2009</strong>, which comprise<br />

the Consolidated Profit and Loss<br />

Account, the Consolidated Balance<br />

Sheet, the Consolidated Cash Flow<br />

Statement, the Consolidated Statement<br />

of Total Recognised Gains and Losses,<br />

the Reconciliation of Movement in<br />

Shareholders’ Funds, the Statement<br />

of Accounting Policies and the related<br />

notes on pages 32 to 49 inclusive. These<br />

financial statements have been prepared<br />

under the accounting policies set out in<br />

the Statement of Accounting Policies.<br />

This report is made solely to the<br />

Society’s Members, as a body, in<br />

accordance with Section 13 of the<br />

Industrial and Provident Societies<br />

Act 1893. Our audit work has been<br />

undertaken so that we might state to the<br />

Society’s Members those matters we are<br />

required to state to them in an auditors’<br />

report and for no other purpose. To the<br />

fullest extent permitted by law, we do<br />

not accept or assume responsibility to<br />

anyone other than the Society and the<br />

Society’s Members as a body, for our<br />

audit work, for this report, or for the<br />

opinions we have formed.<br />

Respective<br />

responsibilities of<br />

directors and auditors<br />

The Directors are responsible for<br />

preparing the <strong>Annual</strong> <strong>Report</strong>, including<br />

as set out in the Statement of Board<br />

Members’ Responsibilities, the<br />

preparation of the financial statements<br />

in accordance with applicable law<br />

and accounting standards issued by<br />

the Accounting Standards Board and<br />

published by the Institute of Chartered<br />

Accountants in Ireland (Generally<br />

Accepted Accounting Practice in<br />

Ireland). The Directors are also<br />

responsible for the safeguarding of the<br />

assets of the Society.<br />

Our responsibility, as independent<br />

auditor, is to audit the financial<br />

statements in accordance with relevant<br />

legal and regulatory requirements and<br />

International Standards on Auditing (UK<br />

and Ireland).<br />

We report to you our opinion as to<br />

whether the financial statements give<br />

a true and fair view, in accordance<br />

with Generally Accepted Accounting<br />

Practice in Ireland. We are also required<br />

to examine the balance sheet showing<br />

the receipts and expenditure, funds<br />

and effects of the Society and verify the<br />

same with the books, deeds, documents,<br />

accounts and vouchers relating thereto<br />

and to either sign the same as found<br />

by us to be correct, duly vouched and<br />

in accordance with law, or specifically<br />

report to the Society in what respects we<br />

find them incorrect, unvouched, or not in<br />

accordance with law.<br />

We read the other information contained<br />

in the <strong>Annual</strong> <strong>Report</strong> and consider the<br />

implications for our report if we become<br />

aware of any apparent misstatement<br />

or material inconsistencies with the<br />

financial statements.<br />

The other information comprises only the<br />

Chairman’s Statement, Chief Executive’s<br />

Review and Financial Review. Our<br />

responsibilities do not extend to other<br />

information.<br />

Basis of audit opinion<br />

We conducted our audit in accordance<br />

with the International Standards on<br />

Auditing (UK and Ireland) issued by<br />

the Auditing Practices Board. An audit<br />

includes examination, on a test basis,<br />

of evidence relevant to the amounts and<br />

disclosures in the financial statements.<br />

It also includes an assessment of the<br />

significant estimates and judgements<br />

made by the Directors in the preparation<br />

of the financial statements and of<br />

whether the accounting policies are<br />

appropriate to the Society’s and the<br />

Group circumstances, consistently<br />

applied and adequately disclosed.<br />

We planned and performed our audit<br />

so as to obtain all the information and<br />

explanations which we considered<br />

necessary in order to provide us with<br />

sufficient evidence to give reasonable<br />

assurance that the financial statements<br />

are free from material misstatement,<br />

whether caused by fraud or other<br />

irregularity or error. In forming our<br />

opinion we also evaluated the overall<br />

adequacy of the presentation of<br />

information in the financial statements.<br />

Opinion<br />

In our opinion the financial statements<br />

give a true and fair view of the state of<br />

affairs of the Society as at 31 December<br />

<strong>2009</strong> and of the profit of the Society for<br />

the year then ended.<br />

The Society’s balance sheet is in<br />

agreement with the books of account<br />

which, in our opinion, have been<br />

properly kept.<br />

As required by section 13(2) of the<br />

Industrial and Provident Societies Acts<br />

1893 having examined the balance<br />

sheet showing the receipts and<br />

expenditure, funds and effects of the<br />

Society, and verified the same with the<br />

books, deeds, documents, accounts and<br />

vouchers relating thereto, we sign the<br />

same as found by us to be correct, duly<br />

vouched, and in accordance with law.<br />

Chartered Accountants<br />

and Registered Auditors<br />

No. 6 Lapp’s Quay, Cork.<br />

16 March 2010<br />

25


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Consolidated profit and loss account<br />

for the year ended 31 December <strong>2009</strong><br />

<strong>2009</strong> 2008<br />

Notes E’000 E’000<br />

TURNOVER 1 555,175 688,127<br />

OPERATING PROFIT<br />

before goodwill amortisation and exceptional items 2 14,520 3,199<br />

Goodwill amortisation 10 (1,061) (932)<br />

OPERATING PROFIT 13,459 2,267<br />

Share of losses of associates (1,044) (1,857)<br />

Fundamental reorganisation and restructuring costs 3 (1,019) -<br />

Profit arising from disposal of fixed assets 4 - 58<br />

Interest payable and similar charges 5 (4,369) (4,185)<br />

Interest receivable and similar income 5 3,419 5,027<br />

PROFIT on ordinary activities before taxation 10,446 1,310<br />

Taxation charge on profit on ordinary activities 7 (875) (1,998)<br />

PROFIT/(LOSS) after taxation 9,571 (688)<br />

Minority interest 22 (258) (149)<br />

PROFIT/(LOSS) for the financial year 9,313 (837)<br />

Share interest 8 (1,238) (2,370)<br />

Retained Profit/(Loss) for the year 20 8,075 (3,207)<br />

The above results are derived from continuing operations.<br />

On behalf of the Board:<br />

Vincent Buckley, Chairman<br />

Bertie O’Leary, Vice Chairman<br />

16 March 2010 16 March 2010<br />

26


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Consolidated balance sheet<br />

as at 31 December <strong>2009</strong><br />

<strong>2009</strong> 2008<br />

Notes E’000 E’000<br />

FIXED ASSETS<br />

Tangible assets 9 127,948 122,875<br />

Intangible assets 10 14,668 14,844<br />

Financial assets 11 66,423 69,711<br />

209,039 207,430<br />

CURRENT ASSETS<br />

Stocks 12 73,086 85,419<br />

Debtors 13 98,963 96,415<br />

Bank and cash 9,533 8,090<br />

181,582 189,924<br />

CREDITORS falling due within one year 14 (105,129) (114,919)<br />

NET CURRENT ASSETS 76,453 75,005<br />

TOTAL ASSETS LESS CURRENT LIABILITIES 285,492 282,435<br />

Less:<br />

CREDITORS falling due after more than one year 15 (68,116) (71,423)<br />

PROVISION FOR LIABILITIES AND CHARGES<br />

Capital grants 16 (6,311) (6,301)<br />

Deferred taxation 17 (441) (1,754)<br />

210,624 202,957<br />

PENSION ASSET 18 10,100 2,671<br />

NET ASSETS 220,724 205,628<br />

CAPITAL AND RESERVES<br />

Share capital 19 98,617 98,997<br />

Capital reserves 20 1,007 1,007<br />

Revaluation reserve 20 6,946 6,946<br />

Bonus reserve 20 138 1,177<br />

Profit and loss account 20 113,382 97,125<br />

SHAREHOLDERS’ FUNDS 220,090 205,252<br />

Minority interest 22 634 376<br />

CAPITAL EMPLOYED 220,724 205,628<br />

On behalf of the Board:<br />

Vincent Buckley, Chairman<br />

Bertie O’Leary, Vice Chairman<br />

16 March 2010 16 March 2010<br />

27


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Consolidated cash flow statement<br />

for the year ended 31 December <strong>2009</strong><br />

<strong>2009</strong> 2008<br />

Notes E’000 E’000<br />

Net cash inflow from operating activities 24 19,176 7,641<br />

Returns on investments and servicing of finance 25 (1,869) (1,464)<br />

Taxation paid (619) (3,535)<br />

Capital expenditure and financial investment 26 (18,942) (24,797)<br />

Acquisitions and disposals 27 (2,643) -<br />

Equity share interest paid (1,296) (2,351)<br />

Financing 28 (1,338) (205)<br />

Decrease in cash in the year (7,531) (24,711)<br />

Reconciliation of net cash flow to movement in net debt<br />

for the year ended 31 December <strong>2009</strong><br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Decrease in cash in the year (7,531) (24,711)<br />

Loans / leases acquired (4,653) -<br />

Non cash movements 2,502 (5,150)<br />

Movement in net debt (9,682) (29,861)<br />

Net debt at 1 January (68,204) (38,343)<br />

Net debt at 31 December (77,886) (68,204)<br />

Analysis of net debt<br />

At Non At<br />

1 January Cash Acquisition cash 31 December<br />

<strong>2009</strong> flow movement movement <strong>2009</strong><br />

E’000 E’000 E’000 E’000 E’000<br />

Cash and bank balances 8,090 68 - 1,375 9,533<br />

Overdrafts (794) 794 - - -<br />

Finance leases - 609 (834) - (225)<br />

7,296 1,471 (834) 1,375 9,308<br />

Debt due within one year (5,000) (15,000) - - (20,000)<br />

Debt due after one year (70,500) 6,502 (2,125) 623 (65,500)<br />

Finance leases - (504) (1,694) 504 (1,694)<br />

(75,500) (9,002) (3,819) 1,127 (87,194)<br />

(68,204) (7,531) (4,653) 2,502 (77,886)<br />

28


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Consolidated statement of total recognised gains and losses<br />

for the year ended 31 December <strong>2009</strong><br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Profit/(Loss) for the financial year 9,313 (837)<br />

Share of associates’ reserves movements (2,068) (4,838)<br />

Currency translation difference on net investment 2,572 (10,051)<br />

Difference between actual and expected return on pension schemes’ assets 9,974 (36,630)<br />

Experience gains/(losses) arising on pension schemes’ liabilities 2,624 (1,584)<br />

Effects of changes in assumptions underlying the present value of pension schemes’ liabilities (10,061) 10,630<br />

Gain arising on exit of a participating employer from pension scheme 6,090 -<br />

Deferred tax associated with gain arising on exit of a participating employer from pension scheme (761) -<br />

Deferred tax associated with movement on pension schemes (300) 3,368<br />

Total recognised gains/(losses) relating to the year 17,383 (39,942)<br />

Reconciliation of movement in shareholders’ funds<br />

for the year ended 31 December <strong>2009</strong><br />

<strong>2009</strong> 2008<br />

Notes E’000 E’000<br />

Total recognised gains/(losses) relating to the year 17,383 (39,942)<br />

Share interest 8 (1,238) (2,370)<br />

Issue of ordinary shares including conversions 19 4 59<br />

Dividends associated with cancelled shares 31 31<br />

Shares redeemed 19 (1,342) (1,167)<br />

Net change in shareholders’ funds 14,838 (43,389)<br />

Opening shareholders’ funds 205,252 248,641<br />

Closing shareholders’ funds 220,090 205,252<br />

29


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Statement of Accounting Policies<br />

The significant accounting policies adopted by the Society are:<br />

Basis of Preparation:<br />

The financial statements have been<br />

prepared in accordance with generally<br />

accepted accounting standards in Ireland<br />

and the Irish Industrial and Provident<br />

Societies Acts, 1893 to 1978.<br />

Accounting Convention:<br />

The financial statements, which are<br />

denominated in euros, are prepared<br />

under the historical cost convention as<br />

modified by the revaluation of certain<br />

fixed assets.<br />

Basis of Consolidation:<br />

The consolidated financial statements<br />

incorporate:<br />

a) the accounts of <strong>Dairygold</strong> Co-<br />

Operative Society Limited (“the<br />

Society”) and its subsidiaries for the<br />

year to 31 December <strong>2009</strong>,<br />

b) the Society’s share of the results<br />

and post acquisition reserves of<br />

associates as reported in the latest<br />

audited financial statements. This is<br />

to 30 June <strong>2009</strong> for Reox Holdings plc<br />

and 31 October <strong>2009</strong> for The Malting<br />

Company of Ireland. Other associates<br />

results are included to 31 December<br />

2008.<br />

c) any material adjustments for<br />

associates arising between the date<br />

of their latest financial statements as<br />

above and the year end of the Society<br />

and consequently Reox Holdings<br />

plc results are incorporated to 31<br />

December <strong>2009</strong>.<br />

The results of subsidiaries acquired or<br />

disposed of are included in or excluded<br />

from the financial statements from the<br />

effective date of acquisition or disposal.<br />

The interests of minority shareholders<br />

in subsidiary companies reflect the<br />

minority’s proportion of the net assets of<br />

the relevant subsidiaries.<br />

The results of overseas subsidiary<br />

companies are translated into euros at<br />

the average rate for the year. The assets<br />

and liabilities of overseas subsidiary<br />

companies have been consolidated at the<br />

rate of exchange ruling on the balance<br />

sheet date. Surpluses or deficits arising<br />

on the translation of overseas subsidiary<br />

companies’ net assets are included in<br />

reserves.<br />

Turnover:<br />

Turnover represents the invoiced value<br />

of goods and services to third parties,<br />

including EU export refunds and<br />

excluding value added tax. Turnover is<br />

recognised when the Society receives<br />

the right to consideration as ownership<br />

passes to third parties.<br />

Share Trading:<br />

Accounting for Transactions<br />

Investment transactions are accounted<br />

for on the trade date. All investments are<br />

stated at cost and are not subsequently<br />

revalued. Realised gains and losses on<br />

investment disposals are calculated<br />

using the first in first out method based<br />

on the difference between the original<br />

cost and the disposal amount.<br />

A provision is made for impairment in<br />

value particularly in the case where<br />

impairment is permanent as evidenced<br />

by losses crystallised post year end.<br />

Investment Income and Expenses<br />

Dividends are recognised as income on<br />

the dates that securities are first quoted<br />

“ex-dividend” to the extent information<br />

thereon is reasonably available to the<br />

Society. Interest income is recognised by<br />

the Society on an accruals basis. Income<br />

from quoted companies is stated gross<br />

of withholding tax, which is disclosed<br />

separately in the profit and loss account.<br />

Tangible Fixed Assets and<br />

Depreciation:<br />

Tangible fixed assets are stated at cost or<br />

valuation less accumulated depreciation.<br />

Depreciation is calculated to write off<br />

the cost or valuation of tangible fixed<br />

assets other than freehold land over their<br />

estimated useful lives by equal annual<br />

instalments at the following annual<br />

rates:<br />

Buildings<br />

2.0% - 10.0%<br />

Plant and machinery<br />

7.5% - 33.3%<br />

Motor vehicles<br />

20.0% - 25.0%<br />

The carrying value of tangible assets<br />

is reviewed for impairment if events or<br />

changes in circumstances indicate the<br />

carrying value may not be recoverable.<br />

Impairment is assessed by comparing<br />

the carrying value of an asset with its<br />

recoverable amount (being the higher<br />

of net realisable value and value in<br />

use). Net realisable value is defined<br />

as the amount at which an asset could<br />

be disposed of net of any direct selling<br />

costs. Value in use is defined as the<br />

present value of the future cash flows<br />

obtainable through continued use of an<br />

asset including those to be realised on its<br />

eventual disposal.<br />

Leased Assets:<br />

Assets held under leasing arrangements<br />

that transfer substantially all the<br />

risks and rewards of ownership are<br />

capitalised. The capital element of the<br />

related rental obligations is included in<br />

creditors. The interest element of the<br />

rental obligations is charged to the profit<br />

and loss account so as to produce a<br />

constant periodic rate of charge. Rentals<br />

in respect of all other leases are charged<br />

to the profit and loss account as incurred.<br />

Goodwill:<br />

Goodwill arising on acquisitions<br />

representing the excess of the total cost<br />

of the Society’s investment over the<br />

fair value of the separable net assets<br />

acquired is amortised over its expected<br />

useful economic life of twenty years, on<br />

a straight line basis. The carrying value<br />

of goodwill is reviewed annually and<br />

provision is made for any impairment.<br />

Intangible Assets:<br />

Purchased intangible assets are included<br />

at cost and amortised in equal annual<br />

instalments over a period of twenty<br />

years which is their estimated useful<br />

economic life. A provision is made for<br />

any impairment in value.<br />

30


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Statement of Accounting Policies (continued)<br />

Financial Fixed Assets:<br />

Associated undertakings<br />

Associated undertakings are those<br />

undertakings in which the Society has a<br />

significant participating interest in the<br />

equity capital and over which it is able<br />

to exercise significant influence. The<br />

Society’s interest is stated at cost plus its<br />

share of post acquisition reserves.<br />

Other investments<br />

Trade investments are those<br />

undertakings in which the Society does<br />

not exercise a significant or participating<br />

interest. The Society’s interest in these<br />

undertakings is stated at cost less<br />

provision for permanent diminuition in<br />

value.<br />

Stocks:<br />

Stocks are valued at the lower of cost and<br />

net realisable value.<br />

Cost in the case of raw materials, goods<br />

for resale and expense stocks comprise<br />

the purchase price including transport<br />

and other directly attributable costs.<br />

Cost in the case of work-in-progress and<br />

finished goods comprises direct material<br />

and labour costs and an appropriate<br />

proportion of manufacturing overheads<br />

based on normal production levels.<br />

Net realisable value represents the<br />

estimated sales price less costs to<br />

completion and all appropriate holding,<br />

selling and distribution expenses.<br />

Taxation:<br />

Corporation tax is calculated on the<br />

result for the year after taking account<br />

of capital allowances and manufacturing<br />

relief.<br />

Deferred Taxation:<br />

Deferred taxation is provided in respect<br />

of all timing differences that have<br />

originated but not reversed at the<br />

balance sheet date where transactions<br />

or events have occurred at that date that<br />

will result in an obligation to pay more,<br />

or right to pay less or to receive more tax,<br />

with the following exceptions:<br />

i) provision is not made for tax on gains<br />

arising from the revaluation of fixed<br />

assets unless there is a binding<br />

agreement for the disposal of assets.<br />

ii) deferred tax assets are recognised<br />

only to the extent that the board of<br />

directors consider that it is more<br />

likely than not that there will be<br />

suitable future taxable profits<br />

from which the underlying timing<br />

differences can be deducted.<br />

Deferred tax is measured on an<br />

undiscounted basis at the tax rates that<br />

are expected to apply in the periods in<br />

which the timing differences reverse<br />

based on existing tax rates and law.<br />

Capital Grants:<br />

Grants receivable in respect of tangible<br />

fixed assets are included in the financial<br />

statements when the amounts have<br />

been ascertained and are released to the<br />

profit and loss account in equal annual<br />

instalments over the expected useful<br />

lives of the relevant assets.<br />

Revenue Grants:<br />

Revenue based grants are accounted<br />

for in the year in which the related<br />

expenditure is incurred and are dealt<br />

with directly through the profit and loss<br />

account.<br />

Debtors:<br />

Known bad debts are written off and<br />

specific provision is made for any amount<br />

the collection of which is considered<br />

doubtful. A further general provision is<br />

also maintained.<br />

Research and Development:<br />

Expenditure on research and<br />

development is written off to the profit<br />

and loss account in the year in which it is<br />

incurred.<br />

Foreign Currencies:<br />

Foreign currency transactions by Irish<br />

entities during the year have been<br />

translated into Euro at the rates ruling at<br />

the time of the transactions.<br />

Monetary assets and liabilities of Irish<br />

entities arising in foreign currencies<br />

have been retranslated into Euro at rates<br />

ruling at the balance sheet date.<br />

Exchange differences have been included<br />

in the profit and loss account for the year.<br />

Pensions:<br />

Defined Benefit:<br />

Under Financial <strong>Report</strong>ing Standard 17<br />

Retirement Benefits, pension scheme<br />

assets are measured using fair values.<br />

Pension scheme liabilities are measured<br />

using a projected unit method and<br />

discounted at the current rate of return<br />

on a high quality corporate bond of<br />

equivalent term to the liability.<br />

Each pension scheme surplus (to the<br />

extent that it is recoverable) or deficit<br />

is recognised in full, net of deferred tax<br />

and presented on the face of the balance<br />

sheet. The movement in the scheme<br />

surplus/deficit is split between operating<br />

and financing items in the profit and<br />

loss account and the statement of total<br />

recognised gains and losses.<br />

The full service cost of the pension<br />

provision is charged to operating profit.<br />

The net impact of the unwinding of the<br />

discount rate on scheme liabilities and<br />

the expected return of the scheme assets<br />

is charged and credited to finance costs.<br />

Any difference between the expected<br />

return on assets and that actually<br />

achieved is charged through the<br />

statement of total recognised gains and<br />

losses. Similarly, any differences that<br />

arise from experience or assumption<br />

changes are charged through the<br />

statement of total recognised gains and<br />

losses.<br />

Defined Contribution:<br />

Retirement benefits to employees<br />

are funded by contributions from the<br />

company and employees. Payments<br />

are made to pension trusts which are<br />

financially separate from the Society.<br />

31


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Notes to financial statements<br />

1 Turnover<br />

Geographical Analysis by Destination:<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Ireland 245,076 298,277<br />

United Kingdom 131,167 148,814<br />

Rest of Europe 103,082 135,389<br />

Rest of World 75,850 105,647<br />

555,175 688,127<br />

Principal Activities by Class of Business:<br />

<strong>Dairygold</strong> Food Ingredients 366,018 454,899<br />

Agricultural and Retailing 170,714 204,245<br />

Finance 18,443 28,983<br />

555,175 688,127<br />

The turnover for <strong>2009</strong> incorporates €5.9 million from a subsidiary, Solailoire SARL and the business of seven 4Home stores,<br />

both acquired during the year.<br />

Segmental information, by market, has not been given because, in the opinion of the Board of Directors, to do so would<br />

be prejudicial to the interests of the Society.<br />

2 Operating profit<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Turnover - Note 1 555,175 688,127<br />

Less:<br />

Raw materials and consumables 447,037 571,238<br />

Payroll costs - Note 6 45,493 47,832<br />

Operating costs 45,071 47,308<br />

Depreciation - Note 9 14,941 14,392<br />

Grant amortisation - Note 16 (804) (943)<br />

Change in stock of finished goods and goods for resale (11,083) 5,101<br />

Operating profit before goodwill<br />

amortisation and exceptional items 14,520 3,199<br />

32


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

3 Fundamental reorganisation and restructuring costs<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Cost of reorganisation and restructuring of on-going businesses (1,019) -<br />

The costs in <strong>2009</strong> reflect the cost of reorganisation and restructuring programmes in the Society.<br />

4 Profit arising from disposal of fixed assets<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Profit on disposal of tangible fixed assets - 58<br />

5 Interest payable and receivable<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Interest payable and similar charges (4,369) (4,185)<br />

Interest receivable and similar income<br />

RIBB interest receivable - Note 11 2,475 2,443<br />

Bank interest receivable 125 116<br />

Interest receivable and similar income relating to pensions 819 2,468<br />

3,419 5,027<br />

Interest (Payable)/Receivable (950) 842<br />

6 Payroll costs<br />

The weekly average number of employees:<br />

<strong>2009</strong> 2008<br />

Number<br />

Number<br />

<strong>Dairygold</strong> Food Ingredients 516 537<br />

Agricultural and Retailing 418 372<br />

934 909<br />

Payroll costs charged to profit and loss comprise: E’000 E’000<br />

Wages and salaries 39,707 41,394<br />

Social welfare costs 3,575 3,734<br />

Pension costs 2,211 2,704<br />

45,493 47,832<br />

33


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

7 Taxation charge on profit on ordinary activities<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Irish tax:<br />

Irish corporation tax (see below) (845) (202)<br />

Prior year over provision 158 25<br />

Share of associates’ tax 184 147<br />

(503) (30)<br />

Foreign tax:<br />

Foreign corporation tax (see below) (1,077) (1,037)<br />

Prior year under provision (41) -<br />

(1,118) (1,037)<br />

Total corporation tax (1,621) (1,067)<br />

Deferred taxation - Note 17 746 (931)<br />

(875) (1,998)<br />

The tax assessed for the year is different from the standard rate of corporation tax in Ireland (12.5%), as follows:<br />

Profit on ordinary activities before taxation 10,446 1,310<br />

Corporation tax at standard rate 1,306 164<br />

Effects of:<br />

Expenses not deductible/allowable for tax purposes 221 (4)<br />

Manufacturing relief (92) (43)<br />

Excess depreciation over capital allowances 313 665<br />

Higher tax rates (non-trading income) 12 19<br />

Non taxable income (39) -<br />

Losses brought forward (377) (24)<br />

Higher tax rates (overseas) 578 462<br />

1,922 1,239<br />

8 Share interest<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Share interest paid @ 1.25% (2008 : 3.75%)<br />

Ordinary share capital 1,238 2,370<br />

1,238 2,370<br />

The Board has recommended that share interest of 1.25% be paid in 2010 on the Share Capital and Permanent<br />

Convertible Loan Capital in issue at 31 December <strong>2009</strong>. This will amount to €1,236,000 and is subject to approval at<br />

the <strong>Annual</strong> General Meeting.<br />

34


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

9 Tangible assets<br />

Land & Plant & Motor<br />

buildings machinery vehicles Total<br />

E’000 E’000 E’000 E’000<br />

COST OR VALUATION<br />

At 1 January<br />

Cost 35,716 134,600 3,113 173,429<br />

Valuation 35,749 55,872 - 91,621<br />

71,465 190,472 3,113 265,050<br />

Additions 612 12,929 182 13,723<br />

Acquisitions 3,405 4,130 3 7,538<br />

Translation adjustments 222 452 1 675<br />

At 31 December<br />

Cost 39,955 152,111 3,299 195,365<br />

Valuation 35,749 55,872 - 91,621<br />

75,704 207,983 3,299 286,986<br />

DEPRECIATION<br />

At 1 January 22,251 118,572 1,352 142,175<br />

Relating to acquisitions 477 1,080 3 1,560<br />

Charged during year 2,516 11,966 459 14,941<br />

Translation adjustments 46 315 1 362<br />

At 31 December 25,290 131,933 1,815 159,038<br />

NET BOOK VALUE<br />

At 31 December <strong>2009</strong> 50,414 76,050 1,484 127,948<br />

At 31 December 2008 49,214 71,900 1,761 122,875<br />

HISTORICAL COST BASIS<br />

At 31 December <strong>2009</strong><br />

Cost 92,309 338,713 3,299 434,321<br />

Aggregate depreciation (70,359) (275,272) (1,815) (347,446)<br />

21,950 63,441 1,484 86,875<br />

A professional valuation of substantially all the Society’s land, buildings and plant and machinery was undertaken<br />

by Lisney during 1996. The basis of valuation was depreciated replacement cost in existing use or, where<br />

appropriate, open market value. The valuation was incorporated into the financial statements and the surplus<br />

arising taken to the revaluation reserve.<br />

The valuers also estimated the remaining useful lives of the assets.<br />

The Society has not adopted a policy of annual revaluations as permitted by Financial <strong>Report</strong>ing Standard 15.<br />

35


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

10 Intangible assets<br />

<strong>2009</strong> 2008<br />

GOODWILL E’000 E’000<br />

COST<br />

At 1 January 19,130 22,426<br />

Additions - 1,862<br />

Translation adjustment 1,252 (5,158)<br />

At 31 December 20,382 19,130<br />

AMORTISATION<br />

At 1 January 5,112 5,452<br />

Charged during year 1,018 914<br />

Translation adjustments 367 (1,254)<br />

At 31 December 6,497 5,112<br />

NET BOOK VALUE<br />

At 31 December 13,885 14,018<br />

<strong>2009</strong> 2008<br />

OTHER INTANGIBLE ASSETS E’000 E’000<br />

COST<br />

At 1 January 844 -<br />

Additions - 844<br />

At 31 December 844 844<br />

AMORTISATION<br />

At 1 January 18 -<br />

Charged during year 43 18<br />

At 31 December 61 18<br />

NET BOOK VALUE<br />

At 31 December 783 826<br />

NET BOOK VALUE<br />

TOTAL 14,668 14,844<br />

During 2008 the group purchased intangible assets, including intellectual property and customer lists as part of the<br />

acquisition of a number of businesses. The cost of the assets acquired in excess of the identifiable fair value of the<br />

net assets has been included in goodwill for the year.<br />

36


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

11 Financial assets<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

ASSOCIATES<br />

Share of net assets - 1 January<br />

Net assets other than goodwill 9,885 16,446<br />

Goodwill 5,854 5,841<br />

Share of results (net of taxation) (860) (1,710)<br />

Share of associates reserve movements (2,068) (4,838)<br />

Share of net assets - 31 December<br />

Net assets other than goodwill 9,914 9,885<br />

Goodwill 2,897 5,854<br />

12,811 15,739<br />

Loans to associates 85 85<br />

Redeemable Interest Bearing Bond (RIBB) see below 33,000 33,000<br />

At - 31 December 45,896 48,824<br />

UNQUOTED<br />

Shares at cost 139 139<br />

QUOTED<br />

Shares at cost - 1 January 9,115 6,856<br />

Additions 21,318 28,798<br />

Disposals (20,733) (22,635)<br />

Impairment (81) (3,904)<br />

Shares at cost - 31 December 9,619 9,115<br />

LOAN STOCK<br />

At - 1 January 11,633 11,482<br />

Additions 705 1,638<br />

Redemptions (1,569) (1,487)<br />

At - 31 December 10,769 11,633<br />

TOTAL 66,423 69,711<br />

a) The associates are included in the accounts at the cost of the investment and the Society’s share of post<br />

acquisition reserves.<br />

b) The share of reserve movements of associates in <strong>2009</strong> includes an amount of €27,000 (2008: €40,000) relating to<br />

changes in shareholding structures of associated groups.<br />

c) In the opinion of the Board of Directors, the value of the unquoted investments is not less than that shown above.<br />

d) The market value of the quoted investments excluding Reox Holdings plc at 31 December <strong>2009</strong> was €34,658,000<br />

(2008: €41,978,000).<br />

e) The loan stock refers to unconverted loan stock received from the Irish Dairy Board based on the Society’s trading<br />

activity with it.<br />

37


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

11 Financial assets - continued<br />

Details of principal subsidiaries and associates are included in Note 35 to these financial statements.<br />

The Redeemable Interest Bearing Bond (RIBB) was issued on 3 March 2006 by Reox Holdings plc to the Society.<br />

The principal conditions attaching to the RIBB are:<br />

» Interest for first four years will be at a rate of 7.5% per annum.<br />

» Interest for remaining years will be 6% per annum.<br />

» Redemption of the RIBB may commence on the day after the fifth anniversary of the date of issue at the discretion<br />

of the holder.<br />

» Redemption is permitted at a rate of €6,600,000 per annum.<br />

The following additional disclosures are required by Financial <strong>Report</strong>ing Standard 9, Associates and Joint Ventures, as<br />

the Co-Op’s share of the results of its associate entities and joint ventures exceed certain thresholds specified in the<br />

standard.<br />

Disclosure in aggregate of the Co-Op’s share of results of all associates and joint ventures:<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Turnover 61,107 94,198<br />

Fixed assets 36,042 54,111<br />

Current assets 12,946 33,201<br />

Liabilities due within one year (22,140) (40,249)<br />

Liabilities due after one year (13,332) (30,122)<br />

The results detailed below for Reox Holdings plc are disclosed separately based on criterion specified in Financial<br />

<strong>Report</strong>ing Standard 9, Associates and Joint Ventures, as follows:<br />

Name:<br />

Reox Holdings plc<br />

E’000<br />

Co-Op’s share of:<br />

Turnover 40,348<br />

Loss before exceptional items (2,584)<br />

Exceptional items 1,251<br />

Loss before taxation (1,333)<br />

Taxation 219<br />

Loss after taxation (1,114)<br />

Fixed assets 30,573<br />

Current assets 3,886<br />

Liabilities due within one year (14,746)<br />

Liabilities due after one year (12,411)<br />

38


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

12 Stocks<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Raw materials 6,652 7,730<br />

Finished goods 40,914 49,469<br />

Goods for resale 22,127 24,655<br />

Expense stocks 3,393 3,565<br />

73,086 85,419<br />

There is no material difference between the above amounts and the replacement cost of stocks.<br />

13 Debtors falling due within one year<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Trade debtors 82,201 81,440<br />

Prepayments and accrued income 9,034 5,474<br />

Amounts due from related parties - Note 30 6,164 7,004<br />

V.A.T. 1,564 2,166<br />

Corporation tax - 331<br />

98,963 96,415<br />

14 Creditors falling due within one year<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Bank loans and overdrafts 20,000 5,794<br />

Obligations under finance leases 225 -<br />

Trade creditors 30,283 49,407<br />

Accruals and deferred income 49,800 54,316<br />

Amounts due to related parties - Note 30 2,122 3,651<br />

Corporation tax 854 -<br />

PAYE and PRSI 1,845 1,751<br />

105,129 114,919<br />

15 Creditors falling due after more than one year<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Bank loans falling due between one and two years 65,500 5,000<br />

Bank loans falling due between two and five years - 65,500<br />

Obligations under finance leases 1,694 -<br />

Other loans 680 680<br />

Convertible stock - Note 21 242 243<br />

68,116 71,423<br />

39


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

16 Capital grants<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

At 1 January 6,301 1,265<br />

Receivable during year 814 5,979<br />

Credited to profit and loss account (804) (943)<br />

At 31 December 6,311 6,301<br />

17 Deferred taxation<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

At 1 January 1,754 823<br />

Relating to an acquisition of a subsidiary and a business (567) -<br />

(Credited)/Charged to profit and loss account (746) 931<br />

At 31 December 441 1,754<br />

The deferred tax arose due to timing differences, relating to the manner in which items are treated in the profit and loss<br />

account from an accounting perspective as opposed to from a taxation perspective, in addition to the existence of losses<br />

forward.<br />

Deferred tax in relation to the pension schemes is dealt with under the pension’s note 18 in accordance with the provisions<br />

of Financial <strong>Report</strong>ing Standard 17, Retirement Benefits.<br />

18 Pensions<br />

<strong>Dairygold</strong> Pension Schemes<br />

The Society operates and contributes to a number of externally funded defined benefit and defined contribution pension<br />

schemes in Ireland.<br />

The valuation of the pension plan was performed in accordance with generally accepted actuarial principles and<br />

procedures. The accounting calculations reported herein are based on the assumptions, methods and accounting policies<br />

selected by Mercer, professional pension service providers, on behalf of the Society. The pension cost is assessed in<br />

accordance with the advice of qualified actuaries using the projected unit method of funding.<br />

The most recent full actuarial valuations in respect of the Irish Funds were carried out as at 1 January 2008. The principal<br />

assumptions used in the actuarial valuations were that the difference between the investment return and general payroll<br />

increases and future pension payments would be 2.5% greater. At the date of the latest actuarial valuations, the market<br />

value of the assets was €242.6 million and the actuarial value of the assets was sufficient to cover in excess of 100% of<br />

the benefits that had accrued to Members, after allowing for future expected increases in pensionable remuneration.<br />

The actuaries’ reports are not available for public inspection but the results are advised to the Members of the various<br />

Schemes.<br />

To develop the expected long-term rate of return on asset assumptions, the Trustees considered the current level of<br />

expected returns on risk free investment (government bonds), the historical level of risk premium associated with the<br />

other classes in which the portfolio is invested (equities) and the expectations for future returns of each asset class. The<br />

expected return for each asset class was then weighted based on the actual asset allocation to develop the expected long<br />

term rate of return on asset assumptions for the portfolio.<br />

40


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

18 Pensions continued<br />

The main financial assumptions are:<br />

<strong>2009</strong> 2008 2007<br />

% % %<br />

Inflation rate increase 2.00 2.00 2.25<br />

General payroll rate increase 3.50 3.50 3.75<br />

Pension payment increase 2.00 2.00 2.25<br />

Discount rate 5.25 5.75 5.50<br />

The expected long-term rates of return for:<br />

Equities 8.60 8.50 7.60<br />

Bonds 3.80 3.70 4.20<br />

Property 7.60 6.00 6.60<br />

Mortality assumptions:<br />

Membership of the Group’s pension plans is too small to allow a statistical analysis of mortality experience suitable for<br />

facilitating a scheme specific projection of future experience. In the circumstances standard mortality tables have been<br />

employed. These tables include allowance for future improvements in mortality rates. The assumed life expectations on<br />

retirement at age 65 are:<br />

As at December <strong>2009</strong> As at December 2008<br />

Male Female Male Female<br />

Members age 65 (current life expectancy) 21.3 24.6 21.3 24.6<br />

Members age 45 (current life expectancy) 22.2 25.2 22.2 25.2<br />

The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:<br />

Change in<br />

assumption<br />

% Impact on<br />

scheme liabilities<br />

Discount rate Increase by 0.5% Decrease by 9%<br />

Rate of inflation Increase by 0.5% Increase by 9%<br />

Rate of salary growth Increase by 0.5% Increase by 2%<br />

Rate of mortality Increase by 1 year Increase by 3%<br />

Plan Assets<br />

The weighted average asset allocation at the year end was as follows:<br />

<strong>2009</strong> 2008<br />

% %<br />

Equities 58.3% 53.1%<br />

Bonds 36.3% 39.5%<br />

Property 5.4% 7.4%<br />

100% 100%<br />

41


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

18 Pensions continued<br />

The overall surplus in the schemes at 31 December is:<br />

<strong>2009</strong> 2008 2007<br />

E’000 E’000 E’000<br />

Fair value of assets:<br />

Equities 121,303 59,365 74,845<br />

Bonds 75,499 44,225 56,507<br />

Property 11,137 8,266 12,060<br />

207,939 111,856 143,412<br />

Present value of schemes’ liabilities (190,672) (108,803) (113,426)<br />

Effects of surplus cap (5,725) - -<br />

Surplus in schemes 11,542 3,053 29,986<br />

Related deferred tax (1,442) (382) (3,748)<br />

Closing pension asset 10,100 2,671 26,238<br />

The closing pension asset relates only to schemes operating in Ireland.<br />

The amounts included within operating profit for the year under FRS 17 are as follows:<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Current service cost 1,780 2,330<br />

Total charged within operating profit 1,780 2,330<br />

The amounts included within finance income for the year under FRS 17 are as follows:<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Expected return on the pension schemes’ assets 7,087 8,744<br />

Interest on the past service schemes’ liabilities (6,268) (6,276)<br />

Net finance credit within finance costs 819 2,468<br />

The analysis of amounts recognised in the statement of total recognised gains and losses:<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Actual return less expected return on the pension schemes’ assets 9,974 (36,630)<br />

Experience gains/(loss) arising on the schemes’ liabilities 2,624 (1,584)<br />

Changes in assumptions underlying the present value of the schemes’ liabilities (10,061) 10,630<br />

Actuarial gain/(loss) recognised in statement of total recognised gains and losses 2,537 (27,584)<br />

42


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

18 Pensions continued<br />

The movement in surplus during the year: <strong>2009</strong> 2008<br />

E’000 E’000<br />

Surplus in schemes at beginning of year 3,053 29,986<br />

Employer contributions paid 823 513<br />

Current service costs (1,780) (2,330)<br />

Other finance income 819 2,468<br />

Actuarial gain/(loss) 2,537 (27,584)<br />

Gain arising on exit of a participating employer from pension scheme 6,090 -<br />

Surplus in schemes at end of year 11,542 3,053<br />

The profit and loss balance is analysed below:<br />

Profit and loss balance excluding pension reserve 103,282 94,454<br />

Pension reserve 10,100 2,671<br />

Profit and loss balance 113,382 97,125<br />

The history of experience losses and gains has been:<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

E’000 E’000 E’000 E’000 E’000<br />

Difference between the expected and<br />

actual return on schemes’ assets 9,974 (36,630) (3,600) 4,169 34,141<br />

Percentage of schemes’ assets 4.8% (32.7%) (2.5%) 2.9% 14.3%<br />

Experience gains and losses arising on<br />

the schemes’ liabilities 2,624 (1,584) (1,882) (8,135) 4,700<br />

Percentage of past service schemes’ liabilities 1.4% (1.5%) (1.7%) (7.0%) 2.1%<br />

Amount that has been recognised in statement<br />

of total recognised gains and losses 2,537 (27,584) 2,284 10,465 18,361<br />

Percentage of past service schemes’ liabilities 1.3% (25.4%) 2.0% 9.1% 8.3%<br />

Irish Co-Operative Societies Pension Scheme<br />

The Society also participates in an industry wide Irish Co-Operative Societies Pension Scheme. This is a multi-employer<br />

defined benefit scheme. However as the underlying assets and liabilities attributable to individual employers cannot<br />

be identified on a consistent and reasonable basis, the Society is accounting for the pension scheme as if it were a<br />

defined contribution scheme in accordance with FRS 17. The charge in the profit and loss account in respect of this<br />

plan was €282,000 (2008: €295,000).<br />

The most recent actuarial valuation of the scheme was carried out as at 1 July 2008 and updated to 1 February <strong>2009</strong>.<br />

At this date the actuarial value of the assets of the scheme was insufficient to cover 100% of the benefits that had<br />

accrued to Members. The funding level was 69% at 1 February <strong>2009</strong>. The actuarial report for this scheme is available<br />

for inspection by Members of the scheme but not for public inspection.<br />

Pension Cost<br />

The total pension cost charged to the operating profit was €2,211,000 (2008: €2,704,000). Valuations have been<br />

performed in accordance with the requirements of Financial <strong>Report</strong>ing Standard 17, Retirement Benefits, as at 31<br />

December <strong>2009</strong>. Scheme liabilities have been calculated using a consistent projected unit valuation method and<br />

compared to the schemes’ assets at the valuation date.<br />

43


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

19 Share capital - Issued ordinary shares of E1 each<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

At 1 January 98,997 63,209<br />

Shares issued 4 59<br />

Bonus issues from bonus reserve - Note 20 1,039 2,193<br />

Conversion of convertible stock - Note 21 1 1<br />

Shares redeemed (1,342) (1,167)<br />

Bonus issue - 34,781<br />

Shares cancelled (82) (79)<br />

At 31 December 98,617 98,997<br />

In common with other Societies incorporated under the Industrial and Provident Societies Acts, 1893 to 1978, the<br />

Society does not have an authorised share capital. The rules make provision for the issue of shares at the discretion<br />

of the Board and for the issue of convertible stock and loan capital. Any issues have taken place at par.<br />

A bonus issue of 11 new shares for every 20 shares held by Members as at 19th May 2008 in accordance with the<br />

resolution passed by Members at the <strong>Annual</strong> General Meeting held on 20th May 2008, was incorporated in 2008.<br />

20 Reserves<br />

Capital Revaluation Bonus Profit & Loss<br />

reserves reserve reserve account<br />

E’000 E’000 E’000 E’000<br />

At 1 January 1,007 6,946 1,177 97,125<br />

Conversion to share capital - Note 19 - - (1,039) -<br />

Arising on currency translation - - 2,572<br />

Actuarial gain recognised in the statement<br />

of total recognised gains and losses<br />

(net of deferred tax) - - - 2,237<br />

Gain arising on exit of a participating<br />

employer from pension scheme<br />

(net of deferred tax) - - 5,329<br />

Share of associates’ reserves movements - - - (2,068)<br />

Cancellation of shares and related dividends - - - 112<br />

Profit for year - - - 8,075<br />

At 31 December 1,007 6,946 138 113,382<br />

Society and subsidiaries 1,007 6,946 138 108,209<br />

Associates - - - 5,173<br />

At 31 December 1,007 6,946 138 113,382<br />

44


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

21 Convertible stock<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

At 1 January 243 247<br />

Conversion to share capital - Note 19 (1) (1)<br />

Stock redeemed - (3)<br />

At 31 December 242 243<br />

‘A’ convertible stock can be converted into ordinary shares based on conditions set out in the rules of the Society<br />

and subject to agreements at the time of the stock issue.<br />

22 Minority Interest<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

At 1 January 376 -<br />

Arising during the year - 227<br />

Profit on ordinary activities after taxation 258 149<br />

At 31 December 634 376<br />

23 Acquisition of a Subsidiary and Business<br />

On 15 September <strong>2009</strong>, <strong>Dairygold</strong> Food Ingredients (France) SAS acquired the entire share capital of Solailoire<br />

SARL and on 21 October <strong>2009</strong> <strong>Dairygold</strong> Agri Business Limited acquired the business of seven 4HOME stores.<br />

The book value of the assets acquired and consideration paid were as follows:<br />

Book value Fair value Value<br />

acquired adjustments acquired<br />

E’000 E’000 E’000<br />

Tangible fixed assets 5,913 562 6,475<br />

Stocks 1,635 - 1,635<br />

Debtors 275 - 275<br />

Creditors (1,205) - (1,205)<br />

Bank loans (2,719) - (2,719)<br />

Finance leases (1,935) - (1,935)<br />

Bank overdraft (177) - (177)<br />

Pension 300 - 300<br />

Deferred tax 567 - 567<br />

Value acquired 2,654 562 3,216<br />

Satisfied by:<br />

Consideration paid 1,867<br />

Consideration deferred 750<br />

Acquisition costs 599<br />

3,216<br />

Cash impact of acquisition:<br />

Consideration paid 1,867<br />

Bank overdrafts acquired 177<br />

Acquisition costs 599<br />

2,643<br />

45


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

24 Reconciliation of operating profit to net cash inflow from operating activities<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Operating profit 13,459 2,267<br />

Depreciation 14,941 14,392<br />

Difference between current service pension cost and payments made 957 1,817<br />

Capital grants credit (804) (943)<br />

Goodwill and other intangible asset amortisation 1,061 932<br />

Cash related to reorganisation and fundamental restructuring (1,992) (2,236)<br />

Profit on disposal of fixed assets - (58)<br />

Decrease in stocks 13,968 3,884<br />

Increase in debtors (2,305) (5,731)<br />

Decrease in creditors (20,109) (6,683)<br />

Net cash inflow from operating activities 19,176 7,641<br />

25 Returns on investments and servicing of finance<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Interest received 2,600 2,590<br />

Interest paid (4,469) (4,054)<br />

(1,869) (1,464)<br />

26 Capital expenditure and financial investment<br />

<strong>2009</strong> 2008<br />

E’000 E’00<br />

Payments to acquire tangible fixed assets (20,115) (25,738)<br />

Payments to acquire intangible fixed assets - (2,706)<br />

Payments to acquire financial fixed assets (20,792) (30,436)<br />

Receipts on disposals of tangible fixed assets - 78<br />

Receipts on disposals of financial fixed assets 21,151 28,026<br />

Capital grants 814 5,979<br />

(18,942) (24,797)<br />

27 Acquisitions and disposals<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Payments to acquire a subsidary and a business - Note 23 (2,643) -<br />

46


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

28 Financing<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Issue of share capital 4 59<br />

Loan received from shareholders - 906<br />

Redemption of shares (1,342) (1,167)<br />

Redemption of convertible stock - (3)<br />

(1,338) (205)<br />

29 Financial commitments<br />

Future investments and capital expenditure approved by the Board and not provided for in these financial statements<br />

amounted to €4,486,000 (2008 : €5,752,000).<br />

The Society has operating lease commitments, as set out below:<br />

<strong>2009</strong> 2008<br />

E’000 E’000<br />

Payable within 12 months 347 -<br />

Payable within 1 - 2 years 497 -<br />

Payable 3 - 5 years 1,746 -<br />

Payable greater than 5 years 65 -<br />

2,655 -<br />

30 Related party transactions<br />

The Group’s related parties, as defined by Financial <strong>Report</strong>ing Standard No. 8, Related Party disclosures, the nature of<br />

the relationships and the extent of transactions with them are summarised below. The Group views key management<br />

personnel, directors and companies controlled by them, associate undertakings and non-wholly owned subsidiaries as<br />

related parties under the standard.<br />

The Society purchases goods and services from its associates and sells goods and services to its associates on standard<br />

commercial terms. The purchases from and sales to the associates during <strong>2009</strong> amounted to €6,932,000 (2008:<br />

€8,540,000) and €6,767,000 (2008 : €14,299,000) respectively. The trading balances outstanding by and to the Society<br />

amounted to €1,532,000 (2008 : €3,651,000) and €26,000 (2008 : €958,000) respectively at the year end.<br />

The Society purchases and sells goods and services from and to a non-wholly owned subsidiary, Munster Cattle<br />

Breeding Group Limited and its subsidiaries, on standard commercial terms. During <strong>2009</strong> the purchases from and<br />

sales to Munster Cattle Breeding Group Limited amounted to €73,000 (2008 : €78,000) and €393,000 (2008 : €691,000)<br />

respectively. The trading balance outstanding to the Society amounted to €25,000 (2008 : €25,000) at the year end. On<br />

the establishment of this venture, the Society provided a loan of €1,320,000 to its non-wholly owned subsidiary, which<br />

was still in place at the year end.<br />

In the ordinary course of business, some key management and directors, in their capacity as farmers and or directors<br />

of other companies, trade with the Society on standard commercial terms. The aggregate level of purchases from and<br />

sales to these individuals during the year amounted to €912,000 (2008 : €1,386,000) and €467,000 (2008 : €588,000)<br />

respectively. The trading balances outstanding to the Society at the year end were €40,000 (2008 : €223,000). No reserve<br />

has been required in <strong>2009</strong> (2008 : nil) for bad or doubtful debts in respect of amounts owed by key management or<br />

directors and companies controlled by them.<br />

47


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

30 Related party transactions continued<br />

Reox Holdings plc<br />

In 2006, <strong>Dairygold</strong> Co-Operative Society Limited (<strong>Dairygold</strong>) and Reox Holdings plc (Reox) entered into a number of arms<br />

length commercial arrangements as part of the de-merger of Reox. All agreements are based on an open and transparent<br />

basis and reflect the agreed actual cost of providing the services to both parties. These are summarised below:<br />

i) Up to 26 January <strong>2009</strong>, the former chief executive of Reox was also chief executive of <strong>Dairygold</strong> under the terms of<br />

Agreement for Services between the two companies. The costs relating to these services were charged by Reox to<br />

<strong>Dairygold</strong>.<br />

ii)<br />

<strong>Dairygold</strong> and its subsidiaries sold goods to Reox on a commercial arms length basis during <strong>2009</strong>. The sale of goods<br />

between the two groups has now discontinued following the sale of Breeo Foods Limited and the closure by Reox of its<br />

4HOME business.<br />

iii) There is a Redeemable Interest Bearing Bond in place between <strong>Dairygold</strong> and Reox and subsidiaries in the sum of €33<br />

million. The interest rate attaching to this bond and the terms of repayment are outlined in Note 11 to these financial<br />

statements.<br />

iv)<br />

IT systems support agreement. This agreement is for the support of certain software and certain shared servers and<br />

network components. This agreement expired on 31 December <strong>2009</strong>.<br />

v) Licence Agreements. A number of the sites which are owned by <strong>Dairygold</strong> had a license agreement (999 year term) in<br />

place and were used by Reox. This arrangement ceased following the sale of Breeo Foods Limited.<br />

A number of the sites which are owned by Reox have a license agreement in place and will be used by <strong>Dairygold</strong> until<br />

an acceptable replacement site is provided for use by <strong>Dairygold</strong>.<br />

vi)<br />

vii)<br />

Lease Agreements. A number of sites which are owned by Reox are leased by <strong>Dairygold</strong> on a commercial arms length<br />

basis.<br />

Shared Services: Pursuant to shared services agreements, certain shared services, including effluent treatment,<br />

energy, water and security, with respect to both the Dairy Spreads Site and the Process Cheese Factory, were provided<br />

by <strong>Dairygold</strong> to Reox on arm’s length commercial terms, payment for such services to be made annually by Reox to<br />

<strong>Dairygold</strong> on a cost-basis. This agreement ceased on 25 March <strong>2009</strong> following the sale of Breeo Foods Limited.<br />

During the year an amount of €5 million was recorded in the financial statements, due from Reox to <strong>Dairygold</strong>, following<br />

the disposal of Breeo Foods Limited. This remained outstanding at the year end. There is a further €7.1 million due from<br />

Reox relating primarily to property commitments and RIBB Interest (payable in March 2010). In addition to these property<br />

commitments, due to <strong>Dairygold</strong> from Reox, <strong>Dairygold</strong> has received an indemnity from Reox in relation to some obligations<br />

and liabilities which may arise. <strong>Dairygold</strong> decided on reviewing its overall investment in Reox to provide for some of this<br />

investment by €6 million which is due to uncertainty around the timing of the recoverability of these assets, thus reducing its<br />

investment holding on the 2008 value by c. €3.5 million.<br />

On 21 October <strong>2009</strong>, <strong>Dairygold</strong> acquired the business of seven 4HOME stores from Reox for a consideration of €1,842,000.<br />

During <strong>2009</strong> Reox voluntarily exited as a participating employer from the <strong>Dairygold</strong> pension schemes. As a result <strong>Dairygold</strong><br />

has assumed full responsibility for such pension schemes.<br />

31 Contingent liabilities<br />

Sales to the Irish Dairy Board are based on “on account” prices and are subject to adjustment when the prices are finally<br />

agreed. Provision is made as and when required for future deficits in the product categories.<br />

The Society has guaranteed the liabilities (as defined in Section 5 (c) (iii) of the Companies (Amendment) Act, 1986) for the<br />

financial year ended 31 December <strong>2009</strong> of its Irish subsidiaries and as a result they are exempted from filing their individual<br />

financial statements under the provisions of Section 17 of the Companies (Amendment) Act, 1986.<br />

Grants of €8,338,000 (2008 : €7,616,000) which have been received under agreements between the Society, its subsidiaries,<br />

Enterprise Ireland and the European Agricultural Guidance and Guarantee Fund may become repayable should certain<br />

circumstances set out in the agreements occur.<br />

48


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

32 Securities and Guarantees<br />

The Society has entered into bank guarantees on behalf of its subsidiaries. The amounts guaranteed at the balance sheet date<br />

were €90,500,000 (2008 : €75,500,000) and they are secured by fixed and floating charges on the assets of the Society and its<br />

subsidiaries.<br />

33 Restatement of Comparatives<br />

Certain prior year figures included within the financial statements and related notes have been reclassified to ensure<br />

comparability with the current year presentation.<br />

34 Post balance sheet events<br />

No significant post balance sheet events have occurred that require reporting in the financial statements.<br />

35 Principal operating subsidiaries and associates<br />

Subsidiaries<br />

Country of<br />

Incorporation % Holding Activity<br />

Agricola Properties Limited Ireland 100.0% Property Management<br />

<strong>Dairygold</strong> Agri Business Limited Ireland 100.0% Procuring, distribution and<br />

retailing of agri and non agri<br />

supplies and farm inputs<br />

<strong>Dairygold</strong> Deutschland Handlesgesellschaft mbH Germany 100.0% Sales and distribution<br />

<strong>Dairygold</strong> Farms Limited Ireland 100.0% Farming<br />

<strong>Dairygold</strong> Finance Limited Ireland 100.0% Finance company<br />

<strong>Dairygold</strong> Food Ingredients Limited Ireland 100.0% Dairy products<br />

<strong>Dairygold</strong> Food Ingredients (U.K.) Limited U.K. 100.0% Dairy products<br />

<strong>Dairygold</strong> Food Ingredients (France) SAS France 100.0% Holding Company<br />

<strong>Dairygold</strong> Mills Limited Ireland 100.0% Milling<br />

<strong>Dairygold</strong> Trading Limited Ireland 100.0% Agri retailing<br />

Dan Dairies (U.K.) Limited U.K. 100.0% Dairy products<br />

Solailoire SARL France 100.0% Dairy products<br />

Munster Cattle Breeding Group Limited Ireland 66.0% AI and farm services<br />

Associates<br />

Country of<br />

Incorporation % Holding Activity<br />

Co-Operative Animal Health Limited * Ireland 50.0% Farm services<br />

National Cattle Breeding Centre Limited Ireland 20.0% AI services<br />

Reox Holdings plc Ireland 26.1% Holding company<br />

The Malting Company of Ireland Limited Ireland 33.3% Malting<br />

* This entity is treated as an associate due to the voting rights attached to the Society’s capital holdings therein.<br />

The companies and societies operate principally from their countries of incorporation. Only the principal operating subsidiaries<br />

are listed above. The names, addresses and registered offices of all the subsidiaries and associates are available from the<br />

Secretary of <strong>Dairygold</strong> Co-Operative Society Limited.<br />

36 Approval of financial statements<br />

The financial statements were approved by the Board of Directors on 16 March 2010.<br />

49


<strong>Dairygold</strong> Co-Operative Society Limited <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2009</strong><br />

Five year historical information<br />

Five year profit and loss account<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

E’000 E’000 E’000 E’000 E’000<br />

TURNOVER 555,175 688,127 625,100 543,037 866,482<br />

Operating profit before goodwill amortisation<br />

and exceptional items 14,520 3,199 22,653 1,169 19,597<br />

Goodwill amortisation (1,061) (932) (1,192) (929) (811)<br />

Share of associates (1,044) (1,857) (3,423) 11,279 3,485<br />

Exceptional costs (1,019) - (4,485) (4,524) (15,153)<br />

Profit arising from disposal of fixed assets - 58 85 424 -<br />

Net interest (payable)/receivable (950) 842 2,334 1,435 (2,397)<br />

PROFIT before taxation 10,446 1,310 15,972 8,854 4,721<br />

Taxation (875) (1,998) (3,618) (3,200) 602<br />

PROFIT/(LOSS) after taxation 9,571 (688) 12,354 5,654 5,323<br />

Minority interest (258) (149) - - -<br />

PROFIT/(LOSS) for the financial year 9,313 (837) 12,354 5,654 5,323<br />

Share interest (1,238) (2,370) (2,294) (3,716) (2,173)<br />

RETAINED PROFIT/(LOSS) 8,075 (3,207) 10,060 1,938 3,150<br />

Five year balance sheet<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

E’000 E’000 E’000 E’000 E’000<br />

Net Assets Employed:<br />

Fixed assets 209,039 207,430 209,450 194,456 250,485<br />

Stock 73,086 85,419 89,303 72,655 115,751<br />

Debtors 98,963 96,415 90,384 71,235 115,035<br />

Current cash & bank balances (10,467) 2,296 (8,344) (4,975) (17,626)<br />

Creditors (85,129) (109,125) (126,056) (82,459) (127,287)<br />

Medium/long term creditors (68,116) (71,423) (30,246) (37,429) (105,699)<br />

Capital grants (6,311) (6,301) (1,265) (1,475) (3,315)<br />

Deferred taxation liability (441) (1,754) (823) (424) 2,000<br />

Pension asset 10,100 2,671 26,238 23,063 14,253<br />

Net Assets Employed 220,724 205,628 248,641 234,647 243,597<br />

Financed by:<br />

Shareholders funds 220,090 205,252 248,641 234,647 243,597<br />

Minority interest 634 376 - - -<br />

Capital employed 220,724 205,628 248,641 234,647 243,597<br />

50


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