COCOA PROCESSING COMPANY LIMITED, TEMA

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1 COCOA PROCESSING COMPANY LIMITED, TEMA DRAFT FINANCIAL STATEMENTS FOR THE FIRST QUARTER ENDED 31ST DECEMBER 2016

2 EXIT PAGE COCOA PROCESSING COMPANY LIMITED CONTENTS PAGE BOARD OF DIRECTORS, OFFICERS AND REGISTERED OFFICE 2 HIGHLIGHTS 3 STATEMENT OF FINANCIAL POSITION 4 STATEMENT OF COMPREHENSIVE INCOME 5 STATEMENT OF CASH FLOWS 6 STATEMENT OF CHANGES IN EQUITY 7 NOTES TO THE FINANCIAL STATEMENT 8-18 SHAREHOLDING INFORMATION 19

3 2 COCOA PROCESSING COMPANY LIMITED CORPOTATE INFORMATION BOARD OF DIRECTORS Hon. Gabriel Essilfie- Chairman Nana Oduro Owusu - Managing Dr. (Mrs) RoseEmma Entsua-Mensah Samuel D. Arkhurst Nana Kojo Toku Dr Yao Asamoa John Kofi Mensah Dr Stephen Kwabena Opuni Francis Aloko Stephen Yeboah Bennet Akantoa REGISTERED OFFICE SECRETARY AUDITORS REGISTRARS BANKERS Cocoa Processing Company Limited Heavy Industrial Private Mail Bag Tema, Ghana James K. Rhule Cocoa Processing Company Limited Heavy Industrial Private Mail Bag Tema, Ghana KPMG Chartered Accountants 13 Yiyiwa Drive P.O Box GP 242 Accra. NTHC Limited Martco House P.O.Box KIA 9563 Airport, Accra Ghana Barclays Bank ( Ghana ) Limited Ecobank Ghana limited Prudential Bank Limited SG-SSB Bank Limited

4 3 COCOA PROCESSING COMPANY LIMITED FINANCIAL AND OPERATIONS HIGHLIGHTS FOR THE FIRST QUARTER ENDED 31ST DECEMBER 2016 FINANCIALS Turnover 3,630,050 4,647,248 Loss from Operations (2,752,466) (2,738,603) Loss before Tax for the period (3,728,843) (3,787,609) Total Assets 124,319, ,395,503 Net Assets per Share No of Shares Ranking for Dividend 2,038,074,176 2,038,074,176 Earnings per Share (0.0018) (0.0019) OPERATIONS MT MT Cocoa Beans Processed 5, Semi - Finished Products Packed 3, Confectionary products Packed

5 COCOA PROCESSING COMPANY LIMITED UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT 31ST DECEMBER NOTES AMOUNTS AMOUNTS ASSETS Non-Current Assets Property, Plant & Equipment ,308, ,692, ,308, ,692,374 Current Assets Inventories 12 5,075,460 5,242,351 Trade and Other Receivables 13 1,845,791 3,843,100 Assets held to Maturity 14 1,354,214 1,354,214 Cash and Cash Equivalents 15 1,735,727 1,263,464 10,011,192 11,703,129 Total Assets 124,319, ,395,503 EQUITY AND LIABILITIES Equity Stated Capital 18 26,071,630 26,071,630 Retained Earnings (76,410,101) (67,189,128) Revaluation Reserve 60,309,683 61,553,646 Translation Reserve (20,070,388) (20,070,388) Total Equity (10,099,176) 365,760 Non-Current Liabilities Long-term Borrowing 17 48,380,943 49,105,905 Employee Benefit Obligations 1,570,334 1,187,035 Total Non-Current Liabilities 49,951,277 50,292,940 Current Liabilities Bank Overdraft 1,087,531 1,575,888 Trade and Other Payables 16 71,342,370 67,642,811 Short-term portion of Borrowings 17 12,037,335 9,518,104 Total Current Liabilities 84,467,236 78,736,803 Total Equity and Liabilities 124,319, ,395,503 Kofi Tekyi Dr Frank Asante DEPUTY MANAGING DIRECTOR (FIN &ADMIN) AG. MANAGING DIRECTOR The accompanying accounting policies and notes form an integral part of these financial statements

6 COCOA PROCESSING COMPANY LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE FIRST QUARTER ENDED 31ST DECEMBER 2016 AMOUNTS AMOUNTS NOTES 5 Turnover 2 3,630,050 4,647,248 Cost of Sales 3 (5,255,046) (6,217,743) Gross Profit or (Loss) (1,624,996) (1,570,495) Other Operating Income 4 (2,364) 2,113 General & Admin Expenses 6 (1,007,249) (1,024,760) Selling & Distribution Costs 7 (117,799) (145,461) Profit/(Loss) from Operations (2,752,466) (2,738,603) Finance Costs 5 (976,377) (1,049,006) Profit/(Loss) Before Tax (3,728,843) (3,787,609) Taxation PROFIT AFTER TAXATION ATTRIBUTABLE (3,728,843) (3,787,609) TO EQUITY HOLDERS OF THE COMPANY Earnings per share Net Loss for the first quarter (3,728,843) (3,787,609) Basic Earnings per share 10 ( ) ( )

7 COCOA PROCESSING COMPANY LIMITED STATEMENT OF CASH FLOW FOR THE FIRST QUARTER ENDED 31ST DECEMBER CASH FLOW FROM OPERATING ACTIVITIES Loss before tax (2,752,466) (3,779,409) Adjustments for: Depreciation charges 999,603 1,162,574 Loss/(Profit) on disposal of property and equipment - Employee benefit obligations - - Translation Reserve - (1,752,863) (2,616,835) Changes in: Inventories 428,118 2,425,182 Trade and other Receivables 677,379 3,232,170 Trade and other Payables 2,064,797 (1,879,491) Net Cash flow used in operating activities 1,417,431 1,161, CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant & Equipment (47,737) (8,753) Interest Received - - Net Cash Used for Investing Activities (47,737) (8,753) CASH FLOWS FROM FINANCING ACTIVITIES Interest paid (976,377) (1,049,006) Repayment of borrowings 192,574 (573,790) Net Cash (used in) from financing Activities (783,803) (1,622,796) Net Increase/(Decrease) in Cash and Cash Equivalents 585,891 (470,523) =========== =========== Analysis of changes in cash and cash equivalents during the year Bal at 1st October 62, ,100 Increase/(Decrease) in cash and cash equivalents 585,891 (470,523) Balance at 31st March 648,196 (312,424) =========== ============ Analysis of balances of cash and cash equivalents Cash and bank balances 1,735,727 1,263,464 Bank overdraft (1,087,531) (1,575,888) ,196 (312,424) =========== ============ The accompanying accounting policies and notes form an integral part of these Financial Statements

8 7 COCOA PROCESSING COMPANY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE FIRST QUARTER ENDED 31ST DECEMBER, 2016 Share Deposit Revaluation Translation Retained Total Capital For Shares Reserve Reserve Earnings Equity Balance at 1 October ,071,630-60,309,683 (20,070,388) (72,681,258) (6,370,333) Total comprehensive income for the year Loss for the year (3,728,843) (3,728,843) Other comprehensive income Defined benefit plan actuarial gain /12/ ,071,630-60,309,683 (20,070,388) (76,410,101) (10,099,176) STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30TH SEPTEMBER, 2016 Share Deposit Translation Retained Total Capital For Shares Revaluation Reserve Earnings Equity Balance at 1 October ,071,630-61,553,646 (20,070,388) (64,326,743) 3,228,145 Total comprehensive income for the year Loss for the year (8,354,515) (8,354,515) Revaluation Surplus /09/ ,071,630-61,553,646 (20,070,388) (72,681,258) (5,126,370)

9 COCOA PROCESSING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS 8 1 Cocoa processing Company Limited is a company registered and domiciled in Ghana. The address of the company's registered office can be found on page 2 of the report. The principal activities of the company are the manufacture of high-quality chocolate, confectionery and semi-finished cocoa products such as cocoa butter, cocoa liquor, cocoa cake and cocoa powder from premium cocoa beans grown in Ghana. The significant accounting policies applied by the Company in the preparation of financial statements are set out below: 2 Basis of Preparation The financial statements have been prepared on a historical cost/revaluation basis, except for financial assets and financial liabilities that have been measured at fair value. a Revenue Regognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts for goods sold in the normal course of business net of discounts, VAT/National Insurance Levy and other sales related taxes. Exports sales are recognized when the invoiced value of cocoa products supplied to customers and receivable free on board (FOB) are shipped. Local sales of confectionery and other cocoa products are also recognized when goods are delivered and title has passed. b Transactions in other Currencies Transactions denominated in currencies other than cedis are translated at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities that are denominated in currencies other than cedis are retranslated at the rates of exchange prevailing on the Balance Sheet date. All translation differences are taken to income statement account. c Property, Plant and Equipment Tangible fixed assets are recorded at cost/valuation less accumulated depreciation. Repairs and maintenance expenditures are charged against profit and loss as incurred. Major improvements and replacements that extend the useful life of an asset are capitalized.

10 d Depreciation 8 Depreciation is provided on the depreciable amount of each component on a reducing balance basis over the anticipated useful life of the asset. The depreciable amount related to each asset is determined as the difference between the gross value and the residual value of the asset. The residual value is the estimated amount, net of disposal costs that the company would currently obtain from the disposal of an asset in similar age and condition as expected at the end of the useful life of the asset. The current annual depreciation rates for each class of property, plant and equipment are as follows: Building and Roadwork 2% Staff Bungalow and Flats 2% Plant and Machinery 5% Motor Vehicle 25% Laboratory Equipment 20% Office Furniture & Equipment 20% Bungalow Furniture & Equipment 20% e Research and Development Research costs are written off as incurred. Costs involved in the development of new recipes and products are also written off in the year of expenditure, except in certain circumstances when it may be deferred to future periods where the outcome is expected to be successful. f Interest and other Finance Costs Interest is capitalized in respect of expansion and development projects as part of tangible fixed assets from the time it has been determined that a commercially viable process line exists up to the commencement of production. All other interest costs are charged against profit as incurred. g Inventories Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where appropriate, directs labour costs and overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the FIFO method for raw materials and the weighted average method for all other inventory. Net realizable value represnets the estimated selling price in the ordinary course of business less the estimated costs either to completion or to sell. h Accounts Receivable Trade receivables do not carry interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

11 10 SEGMENT RESULTS INTER COCOA CONFECTIONERY SEGMENT COMPANY FACTORY FACTORY TRANSACTION YEAR ENDED 31ST DECEMBER 2016 Revenue for reported segments Sales to external customers 2,008,059 1,621,992 3,630,050 Inter segment Sales 286,008 (286,008) - 2,294,067 1,621,992 3,630,050 COST OF SALES (2,967,758) (2,287,288) (5,255,046) Inter segment Sales (286,008) 286,008 - GROSS PROFIT/(LOSS) (673,691) (951,305) (1,624,996) Other Income (1,773) (591) (2,364) Operating Profit (675,463) (951,896) - (1,627,359) Expenditure for reported segments Selling & Distribution Costs (88,350) (29,450) (117,799) Gen & Administrative Expenses (755,437) (251,812) (1,007,249) Finance Cost (732,283) (244,094) (976,377) Finance Income (1,576,070) (525,357) - (2,101,426) Loss before Tax (2,251,533) (1,477,253) (3,728,785)

12 11 2(a) REVENUE Analysis of the Company's revenue is as follows Type of Product Cocoa Butter 9,093 1,480,247 Cocoa Liquor - 66,121 Cocoa Cake 195, ,483 Cocoa Powder 81, ,559 Confectionery 1,715,943 2,196,837 Tolling 1,628, ,000 3,630,050 4,647,247 Analysis of Product Market DEC' 2016 DEC' 2015 Export Export Sales Sales Sales Sales Semi -Finished Products 285,993 93,951 1,821, ,555 Confectionery 184,266 1,437, ,370 2,056,467 Tolling 1,628, ,000-2,098,374 1,531,677 2,062,225 2,585,022

13 12 3( a ) COST OF SALES Raw / Packing Material Consumed 2,547,647 1,187,688 Direct Labour 328, ,545 Production Overheads 2,379,286 2,207,244 5,255,046 3,549,477 3( b ) ANALYSIS OF COST OF SALES ITEM Raw Material - Cocoa 1,300, ,740 Raw Material - Conf 815, ,894 Packaging Material - Cocoa 225,498 44,497 Packaging Material - Conf 206, ,277 Direct Labour 328, ,545 Other Production Overheads 2,379,286 2,207,244 5,255,046 3,548,197 4 OTHER INCOME Type of Product Sale of Shells, Sack etc (2,364) - (2,364) - 5 FINANCE COST Interest on Bank Overdraft 80, ,171 Interest on Syndicated Loan 495, ,559 Interest on COCOBOD Loan 400, , ,377 1,049,006

14 13 6 ANALYSIS OF GEN & ADMIN EXPENSES Security Services 16,290 38,450 Dep - Bungalow / Office Equipment 9,966 12,192 AGM Expenses ,422 Bungalow Rent & Rates 13,909 11,062 Social Responsibility ,617 Courses, Fees & Expenses 14,553 2,309 Staff Cost 583, ,527 Staff Welfare Expenses 103,415 97,984 Other Sundry Expenses 264, ,197-1,007,249 1,024,760 7 SELLING & DISTRIBUTION EXPENSES Trade Promotions - - Advertising Expenses 7,751 15,339 Carriage - Forklifts / Trucks 7,174 1,464 Staff Cost 61,022 59,035 Wharfage Handling Charges 3, Dep - Vehicles 9,108 13,003 Vehicles Maintenance & Running Charges 26,677 20,531 Other Sundry Expenses 2,553 31,977 Discount Allowed - 3, , ,461

15 14 8 STAFF COSTS The average number of employees during the year was as follows: - Number Number Junior Staff Senior Staff Aggregate Remuneration Wages and Salaries 726,958 1,998, ,958 1,998,470 9 TAXATION No provision is made for Company Tax. 10 EARNINGS PER SHARE The basic calculation of earnings per share from continuing operations is based on earnings after tax and the weighted average number of ordinary shares outstanding during the period. 6 Months Ended 6 Months Ended Net Profit attributable to shareholders (3,728,843) (3,787,609) Weighted Average Number of Ordinary Shares outstanding during the year 2,038,074,176 2,038,074,176 Basic Earnings per share

16 15 COCOA PROCESSING COMPANY LIMITED MOVEMENT OF PROPERTY, PLANT AND EQUIPMENT FOR THE FIRST QUARTER ENDED 31ST DECEMBER CAPITAL WORK IN LAND, BUILDING STAFF BUNG PLANT & MOTOR OFFICE FURN LAB. PROGRESS & ROADWORK & FLATS MACHINERY VEHICLES & EQUIPMENT EQUIPMENT TOTAL COST/VALUATION 01/10/ ,576 47,268, ,150 80,039, , , , ,797,484 ADDITIONS 18, ,362-7,644-47,737 DISPOSAL - - BALANCE AT 31/12/ ,307 47,268, ,150 80,060, , , , ,845,221 DEPRECIATION AS AT 01/10/2016-1,817,996 33,059 11,298, , ,844 80,746 13,537,474 DISPOSAL - - DEPRECIATION CHARGE FOR THE PERIOD - 107,042 2, ,264 9,108 7,319 4, ,603 TOTAL - 1,925,038 35,704 12,167, , ,163 84,971 14,537,077 NBV AT 31/12/ ,307 45,343, ,446 67,893, , ,203 79, ,308,144 NBV AT 30/09/ ,576 45,450, ,091 68,741, , ,878 84, ,260,010 MOVEMENT OF PROPERTY, PLANT AND EQUIPMENT FOR THE FIRST QUARTER ENDED 31ST DECEMBER CAPITAL WORK BUILDING & STAFF BUNG PLANT & MOTOR OFFICE FURN LAB. PROGRESS ROADWORK & FLATS MACHINERY VEHICLES & EQUIPMENT EQUIPMENT TOTAL COST/VALUATION 01/1/ ,333 47,268, ,150 80,038, , , , ,713,728 ADDITIONS 10, ,021 31,197 DISPOSALS TRANSFER BALANCE AT 31/12/ ,509 47,268, ,150 80,038, , , , ,744,925 DEPRECIATION BALANCE AS AT 01/10/2015-1,871,622 22,261 7,678, ,809 73,975 59,297 9,867,533 DEPRECIATION CHARGE FOR THE PERIOD 454, , ,809, ,005 19,697 10, ,325,634-2,325,654 27,660 9,488, ,814 93,672 70,017 12,193,167 NBV AT 31/12/ ,509 44,942, ,490 70,550, , ,250 94, ,551,758

17 12 INVENTORIES Raw Materials 387, ,238 Packaging Materials 2,267,660 2,383,772 Finished Goods 1,049, ,279 Technical Store Parts 1,282,355 1,242,069 Fuel & Lubricant 88,111 27, ,075,460 5,242, TRADE AND OTHER RECEIVABLES Trade Receivables 810,088 2,322,232 Staff Debtors 304, ,530 Deposits on Letter of Credits 568, ,680 Prepayment 85, ,444 Other Receivables 77,593 73,671 1,845,791 3,866, ASSET HELD TO MATURITY 91 - Day Treasury Bills 33,642 31,308 Fixed Deposit - Prudential USD 1,320,572 1,307,544 1,354,214 1,338, CASH AND BANK BALANCES Cash at Bank 1,634,506 1,052,714 Cash in Hand 101, ,750 1,735,727 1,263, TRADE AND OTHER PAYABLES Trade and other payables principally comprised amount outstanding for trade purchase and ongoing costs. Trade Payables 57,565,167 56,011,925 Other Payables 13,376,931 11,563,699 Accrued Interest 400,272 67,187 71,342,370 67,642,811

18 17 17 BORROWINGS Balances on existing Loan Facilities Barclays Bank Syndicated Loan 19,990,322 20,197,433 Cocobod Loan USD 40,427,956 38,426,576 60,418,278 58,624,009 Short term portion of borrowings 12,037,335 9,518,104 Long term borrowings 48,380,943 49,105, Stated Capital ( SHARE CAPITAL ) Authorised share Ordinary shares of no par value 20,000,000,000 20,000,000,000 Preference share of no par value 1 1 Issued and fully paid Number Amount Number Amount million million Preference shares for cash 2, ,071,559 2, ,071,559 Preference shares ( a ) Number Number ,071,559 26,071,559

19 18 19 CONTIGENT LIABILITIES The company is from time to time, party to legal proceedings and claims, which arise in the ordinary course of business. The directors do not anticipate that the outcome of these proceedings and claims, either individually or in aggregate, will have a material adverse effect upon the company's financial position. 20 CASH & CASH EQUIVALENTS Cash at Bank 1,634,506 1,052,714 Cash in hand 101, ,750 Fixed Deposits - - Cash and Cash Equivalents 1,735,727 1,263,464 Bank Overdraft (1,087,531) (1,575,888) Cash and Cash Equivalents in the 648,196 (312,424) statement of cash flow

20 COCOA PROCESSING COMPANY LIMITED TWENTY LARGEST SHAREHOLDERS Shareholder's Name No of Shares % Holding 1 Ghana Cocoa Board 1,176,599, Government of Ghana c/o Ministry of Finance 532,554, Social Security & National Insurance Trust 206,754, Badu Collins K 3,181, SIC Life Company Limited 2,240, Donewell Life Company Limited 1,920, Ghana Reinsurance Company Limited 1,600, Agricultural Development Bank 1,600, Osei Isaac 1,583, Baah Matthew Mensah 960, Badu Collins Kwabena 876, Otchere - Boateng Lordina Justina 800, Ghana Libyan Arab Holding Company 800, Beaudoin Patrick 800, E.H. Boohene Foundation 800, Tetteh Richard Armarh 552, Adjei Seth Adjete 550, Teachers' Fund 500, Hyde Joel Emmanuel 500, Insurance Compensation Fund 480, ,935,651, Others 102,423, ,038,074, DIRECTORS' SHAREHOLDING AT 31ST MARCH 2015 No of Shares Rose Emma Mamaa Entsua - Mensah 100,000 Aloko Francis Mahdi 70, SHAREHOLDING DISTRIBUTION AT 31ST MARCH 2015 No of Shareholders No of Shares % Holding ,100 12,876, ,001-5,000 18,439 41,159, ,001-10,000 1,608 12,401, Over 10, ,971,636, ,056 2,038,074,

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