Consolidated Bakeries Jamaica Ltd - Annual Report 2018

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED

2017 ANNUAL REPORT



CONTENTS About Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Our Mission/Our Vision . . . . . . . . . . . . . . . . . . . . . 4 Notice of Annual General Meeting . . . . . . . . . . 6 Directors Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Management Discussion & Analysis. . . . . . . . 10 Corporate Social Responsibility . . . . . . . . . . . . 14 Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . 16 Shareholdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Corporate Data. . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61


ABOUT US Consolidated Bakeries (Jamaica) Limited emerged when three family bakeries, Valentine Bakery, Powell’s Bakery and Huntington Bakery, came together in 1957 to form one entity. A family company, built on family values, the Company’s focus has always been on providing Jamaicans with nutritious baked goods made from only the freshest ingredients, producing foods that they would be happy feeding to their families. For more than 60 years, Consolidated Bakeries (Jamaica) Limited has been offering their time honoured baked goods. Family recipes that have proven irreplaceable include their line of Easter Buns - Purity Boxed Bun, Miss Birdie Boxed Bun, Purity Hearty Goodness Whole Wheat Bun and Purity Hearty Goodness ‘No Sugar Added’ Bun. The popular Miss Birdie branded line of crackers is another family favourite along with a variety of buns and pastry offerings. Operating under the brands of Purity and Miss Birdie, the Company has been supportive of Jamaicans, not just as consumers, but also our valued employees and those within the neighbouring community. Ensuring that our staff has the opportunities to develop their abilities is a priority for the company.

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


With 60 years under our belt, Consolidated Bakeries (Jamaica) Limited continues to look forward to this relatively new phase in our life, having become listed on the Jamaica Junior Stock Exchange in late December 2012. Innovation, improvement and expansion are among the primary areas of focus going forward. We realize the value of having the best available advice and as such regularly bring in experts to help the Company achieve its optimal efficiency. This

includes looking at plans for expansion, improving the local distribution network and export. The recent introduction of the Miss Birdie Rock Cake, Miss Birdie Ginger Square Bulla, Purity Wheat Raisin Bread, Purity Hardough Bread and Purity Hearty Goodness 100% Whole Wheat Bread continues to highlight the innovative path that the Company continues to take.

In exploring ways to help the surrounding community, Consolidated Bakeries (Jamaica) Limited continues to be deeply involved with local churches and schools in our area. We provide our products to various organizations in the area, including sporting clubs and schools, free of cost. The Company also encourages all our employees to pursue their educational goals, and tries to assist wherever we can.

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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Our Mission

We aim to consistently deliver pure wholesome goodness for our family and yours, by maintaining extraordinary product quality and service standards.

Our Vision

Consolidated Bakeries (Jamaica) Ltd. is a publicly traded company, majority owned and operated by the Chang Family. It is our intention to continue the same level of product excellence and customer service that Consolidated Bakeries (Jamaica) Ltd. has so proudly built over the past sixty years. We are dedicated to producing the best quality products, made with the finest available ingredients, at an affordable price. We want shoppers to be confident in the products they buy and to ensure this, our bakers use only the finest quality ingredients, some of which are ground fresh at our bakery. High quality control standards are a top priority at Consolidated Bakeries (Jamaica) Ltd., so that when you pull our product off the shelf, you can be satisfied in knowing that you are making a wholesome choice. Consolidated Bakeries (Jamaica) Ltd. cares about its employees’ happiness and well being. Through educational programs, we are improving the minds and abilities of our valued employees. We are involved in other programs that will assist in making their lives better and benefiting the community as a whole. Consolidated Bakeries (Jamaica) Ltd. wants to be known, not only for its great products, but also for the greatness it brings to the community. Consolidated Bakeries (Jamaica) Ltd. aims to keep putting smiles on the faces of everyone who savors our breads and buns. Filling tummies around the world with healthy, tasty products is what we are passionate about and is the basis for our proud heritage – a heritage that provides pure wholesome goodness and love in each bite.

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


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Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of Consolidated Bakeries (Jamaica) Limited will be held at the Retail Store at Consolidated Bakeries (Jamaica) Limited, 2F Valentine Drive, Kingston 19 on Wednesday, December 12, 2018 at 9:00am for the purpose of transacting the following business: 1.

To receive the Audited Accounts for the year ended December 31, 2017 together with the reports of the Directors and Auditors thereon. The Company is asked to consider, and if thought fit, pass the following resolution: Resolution No. 1 “That the Audited Accounts for the year ended December 31, 2017, together with the reports of the Directors and Auditors thereon, be and are hereby adopted.”

2. To elect Directors (i) The Directors retiring by rotation in accordance with Regulation 105 of the Company’s Articles of Incorporation are Keith Collister and Thomas Chin, who being eligible for re-election, offer themselves for re-election. The Company is being asked to consider, and if thought fit, pass the following resolutions: Resolution No. 2 “That retiring director Keith Collister be and is hereby re-elected a director of the Company.” Resolution No. 3 “That retiring director Thomas Chin be and is hereby re-elected a director of the Company.” 3. To approve the Remuneration of the Directors. The Company is asked to consider, and if thought fit, to pass the following resolution: Resolution No. 4 “That the amount shown in the Audited Accounts of the Company for the year ended December 31, 2017 as fees of the Directors for their services as Directors, be and are hereby approved.”

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


4. To appoint Auditors and to authorize the Directors to fix the remuneration of the Auditors. The Company is asked to consider, and if thought fit, pass the following resolution: Resolution No. 5 “That the remuneration of the Auditors, Bogle and Company, who have signified their willingness to continue in office, be such as may be agreed between the Directors of the Company and the Auditors.” Dated the 7th of September, 2018 By Order of the Board

Victor M. Salazar Company Secretary Registered Office 2F Valentine Drive Kingston 19

NOTE: 1. A member entitled to attend and vote at the meeting may appoint a proxy, who need not be a member, to attend and so on a poll, vote on his/her behalf. A suitable form of proxy is enclosed. Forms of proxy must be lodged with the Registrar of The Company, Jamaica Central Securities Depository, 40 Harbour Street, Kingston not less than 48 hours before the time of the meeting. 2.

A Corporate shareholder may (instead of appointing a proxy) appoint a representative in accordance with Regulation 75 of the Company’s Articles of Incorporation. A copy of Regulation 75 is set out on the enclosed detachable proxy form.

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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Directors’ Report Consolidated Bakeries (JA) Ltd. fortified its plant and baking operations in the financial year under review, which resulted in a stronger balance sheet and a stronger company, positioning it for further growth. The Directors hereby present to shareholders the Statement of Financial Position, Statement of Profit or Loss, and other comprehensive income for 2017. The Company made total comprehensive income of $168.9 million for the year up from $13.9 million in the prior year. It reflected mainly the revaluation on our property and plant which we continued to invest in and upgrade. While top line and bottom-line growth ebbed during the year, the Company focused on efficiency measures cutting its administrative expenses. Earnings per share fell to negative $0.18, we think that shareholders will however take note that our net cash and equivalents position actually improved to $49.4 million from $7.7 million a year before. Also our total equity grew to $716.4 million or one-third higher than in 2016. Despite the challenges, we continue to rollout our capital investment programmes in order to maintain a flexible bakery operating at world-class standards. We are committed to increasing the shareholder value while baking quality products. The auditors, Bogle and Company, have signified their willingness to continue in office. Your Directors wish to thank the Management and Staff for their support and performance during the year under review.

VINCENT CHANG Chairman On behalf of the Board, September 7, 2018

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Management Discussion & Analysis

per cent year on year to $862.6 million. This ref lec ted delays in rolling out our new line, increased competition and changing consumer habits. The reduced sales translated to a $40.1 million net loss. This meant a loss per share of $0.18 compared to earnings per share of $0.05 in FY2016.

Our strong net cash and cash equivalents position allowed us to cope with many of the challenges encountered in 2017. These challenges included increased competitor activity, shifting consumer preferences and delays in implementing our new products line (a flexible conveyor system that prepares dough). Also, during the year, we offered healthier options to our consumers such as; reducing the sugar content of our products, as well as reducing some of the heavily processed preservatives. We have since made further formula adjustments which augurs well for improved shelf life, while keeping health at the core. The Company booked $168.9 million in total comprehensive income in 2017, more than 12 times the $13.9 million recorded in FY2016. This mainly reflected the revaluation of the Company’s physical assets. Operational results were flat with revenue dipping 2

Our core bread products maintained market share, notwithstanding a slight dip in the overall bread market. Volumes are still higher in many parishes over last year. We experienced some growth during the year in exports with that segment accounting for just under 15 percent of total sales. While it isn’t yet a significant portion of our sales we expect exports to reach 20-25 per cent of total sales within the medium term. In furtherance of

Total Comprehensive Income MILLIONS ($)

Revenues MILLIONS ($) 900

180

850

140

800

100

750

60

700 20 650 2015

10

2016

2017

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

2015

2016

2017


that target we formally began exporting to Grand Cayman and Turks & Caicos this year. The Company’s stock price started the financial year at $2.23 and closed at $1.80 on the last trading day in December 2017. During the year the stock price rose to a high of just over $4 which reflected a periodic increase in earnings.

EXPENSES During the year, we reduced administrative costs to $155.2 million which represented a 3.3 per cent reduction year on year. It also was the second straight year of such a reduction arising from greater efficiencies. Our selling and distribution expenses however increased to $157.8 million, a 16.9 per cent increase year on year. This related to increasing the availability of new products throughout the country.

CAPITAL EXPENDITURE Management invested more than $25 million during the financial year, primarily on expanding the plant, machinery and equipment. These expenditures a re p re d o m i n a n t l y comprised of more ef ficient ovens, production conveyors and packaging systems. All of which increases our flexibility to handle greater volumes of single serve items.

Expenses MILLIONS ($) Admin

180

S&D

160 140 120 100 80 60 40 20

2015

2016

2017

We kept the staff complement relatively stable during the year, while training and upskilling existing staff where appropriate. We also reassigned staff in an attempt to obtain greater efficiencies. Since listing on the Jamaica Stock Exchange, we have spent $220 million in modernizing our plant and improving our logistics. Each year we have prudently made our capital expenditure decisions to maintain and modernize equipment. Our capital base remains strong with total equity of $716.4 million as at December 31, 2017 which represented an increase of 31 per cent year on year. Also our working capital totaled $92 million at year end. The company’s net cash and equivalents position stood at $49.4 million at the end of 2017 versus $7.7 million in FY2016. CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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Total Equity MILLIONS ($) 700 600 500 400 300 200 100

2015

STRATEGY We believe in the purity of our products. During the year, we embarked on a journey to clean our products of some preservatives and additives that are commonly used within the baking industry. Healthier alternatives are being implemented while we maintain product taste. We also reduced the sugar content of several products and removed bromine and bleached flour throughout the product line. We are the first company within the sector to attain 100 per cent wheat certification from the International Grain Council. Thus, our whole wheat bread is certified 100 per cent whole wheat rather than blended wheat used by many competitors.

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2016

2017

We believe in offering healthier options to our consumers as it reflects our philosophy to foster a healthier Jamaica. Internationally, the demand for healthy products represents one of the largest trends in baking. It will be only a matter of time before this trend grows substantially in Jamaica, and for this reason we continue to focus on healthier products. We also believe in a strategy of flexibility, which allows us to adjust our production processes to adapt quickly to new market realities improving standard of production. Through ‘the year, we relaunched our ginger bread, rock cake and ‘hard dough’ bread with our clean label philosophy. There remains more to be done, but we maintain that Purity and Miss Birdie brands are the healthiest baked goods available, with island wide distribution. OUTLOOK In 2018, we expect to focus on growing our new product sales while promoting our core bread market share. The new financial year will offer challenges but we still expect it to represent an improved performance for the Company. The macro-economy continues to perform with the tempered rise of disposable income; also sustained levels of consumer and business confidence; lower inflation; lower unemployment; lower interest rates and a bullish stock market. The micro-economy however

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


Audit Committee Meeting

Compensation Committee Meeting

We continue to innovate and expect to launch new products in the marketplace in 2018 with a focus on bread and bun innovations. We recognize that consumers will reward bakeries that properly recognize shifting lifestyle choices.

Board of Directors’ Meeting

We are however noticing that consumers are slowly shifting to more affluent starchy foods in some parishes. In order to capture this trend we will increase our new items. A possible consequence of the shift is lower bread consumption levels . Nevertheless we expect strong bread sales in the more austere parishes in 2018.

Directors Meeting Attendance The Members of the Committee and their attendance at the respective meetings for the 2017 financial year is reflected in the Table below:

Annual General Meeting

remains vulnerable due to crime, lawlessness and poor infrastructure. These negatives affect overall consumption.

Number of meetings for the year

1

4

4

0

Vincent Chang

-

2

-

-

Anthony Chang

1

3

3

-

Nicola Chang Murphy

1

2

-

-

Thomas Chin

1

2

3

-

Keith Collister

-

4

4

-

Noel daCosta

1

3

3

-

Philmore Ogle

1

4

4

-

THANK YOU We sincerely thank our customers, who choose our products in supermarkets, corner-stores, gas stations and all across the country. We also wish to thank you, our shareholders, for investing and trusting in us over the years. At the same time, we applaud our staff for their commitment to the task.

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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Corporate Social Responsibility

Easter Bun Donation to UHWI Minor Operations Team Consolidated Bakeries Jamaica Ltd, under its Miss Birdie brand, continued its recognition of deserving groups in the Jamaican society, with an Easter donation of premium Miss Birdie Easter Buns to the University Hospital of the West Indies (UHWI) Minor Operations Team. With what has now become an annual tradition, this donation mirrored the previous year’s donation of Miss Birdie Easter Buns to the often overlooked members of School Crossing Wardens islandwide. And so the thread of kindness was woven once again to light the lives, even just for the Easter Season, of the many dedicated nurses and doctors who perform minor, yet life saving operations, daily.

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

Miss Birdie/ Purity Sponsorship For the third consecutive y e a r, C o n s o l i d a te d Bakeries financed the tuition of a well deserving Jamaican universit y student. This year, Ms. Jenae Hamilton, who is pursuing a degree in Accounting and Management, was selected as the successful Miss Birdie/Purit y Scholarship Recipient 2017/ 2018.


This student had to be enrolled at the tertiary level pursuing an undergraduate degree (B.Sc) valued at JMD$300,000 in the Depar tment of Management Studies at the University of the West Indies, Mona .

St. Richards Primary Handover Consolidated Bakeries (Jamaica) Limited honoured the Grade Six students of St. Richards Primary School with Miss Birdie and Purity products, to show appreciation of their hard work throughout the year and their continued success in the GSAT Examinations.

The Miss Birdie/Purity Scholarship for Business & Management offered students who had a Grade Point Average of 3.0 or higher, with a verifiable financial need, the opportunity to have their tuition paid in full. The successful candidate had to have displayed leadership qualities, volunteerism and social involvement as well as active participation in cocurricular activities.

All students of Grade Six received products of their choice courtesy of Consolidated Bakeries, and the remainder was given to members of staff and to the school’s cafeteria towards their Breakfast Programme.

This donation also commemorated the expansion of their library and in turn, the school’s long standing commitment to higher learning.

The first recipient of this scholarship was Ms. Keyondra Lambert and the second was Ms. Shameika Gunzell. CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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Board of Directors

VINCENT CHANG Chairman of the Board & Executive Committee Vincent Chang has several years of experience in commercial enterprises and engineering. He navigated the company through the difficult period of the public share offer. He holds a Bachelor of Science Degree in Business Administration from Concordia University in Montreal, Quebec, as well as degrees in Business Administration from Loyola University in Montreal, Canada. He also has professional certification from the American Institute of Baking.

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ANTHONY V. CHANG CD. Managing Director Anthony V. Chang brings to the table his extensive professional experience particularly in the consumer and packaged food businesses, involving both domestic and international brands. He is a former president of the Jamaica Chamber of Commerce, has served on boards of both public and private sector firms and was recently awarded an Order of Distinction (CD) for his years of service to the business community. He holds a degree in Business Administration from the University of Western Ontario in Canada and has completed several professional courses at reputable North American universities.

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

NICOLA CHANG MURPHY Director of Sales & Marketing Nicola Chang Murphy became a non-executive board member as of May 10, 2013. Previously, she managed supervisors, sales representatives and merchandisers, as well as brand creativity and cost efficiencies for the company. She launched the “Healthy Eating equals Healthy Living” campaign which heightened awareness of the Purity and Miss Birdie brands. Her degrees include a Masters in Business Administration from Nova South Eastern University. Her services are now contracted on a project basis.


THOMAS “TOM” CHIN Non-Executive Board Member

PHILMORE OGLE CD., OD., FCA. Non-Executive Board Member

Thomas Chin is a Certified Public Accountant/Certified Management Accountant with over 30 years of experience in the communications industry. He has expertise in consolidations, reporting, budgeting and forecasting, acquisitions and divestment, management of shared services, and systems development and implementation. He is a former director of Financial Operations at Rogers Communications Inc. in Toronto, Canada and a former VP of Finance for Flow Jamaica (Columbus Communications Jamaica Limited.)

Philmore Ogle is a past president of the Jamaica Chamber of Commerce, and the Institute of Chartered Accountants of Jamaica. He is the recipient of the Order of Distinction (Officer Class) in 1999, for service to the accounting profession and the Order of Distinction (Commander Class) in 2009, for his contribution to Tax Reform. His distinguished record of public service includes service on several boards, including the Jamaica Development Bank and National Development Bank. He is a former chairman of Deloitte and Touche in Jamaica.

NOEL DACOSTA CD. Non-Executive Board Member Noel daCosta is a highly respected professional. He has worked at Desnoes & Geddes/ Heineken, in technical and administrative management for many years. He is a chartered engineer, and a past President and Fellow of the Jamaica Institute of Engineers. He has post-graduate degrees in Engineering, Business Administration and Insurance. He is a former president of the Jamaica Chamber of Commerce and has served on many boards in the public and private sectors. In 2012 he was made a Commander of the Order of Distinction for his contribution to Engineering and Manufacturing.

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Board of Directors

KEITH COLLISTER Non-Executive Board Member Keith Collister, renowned investment analyst and financial journalist, has served with leading corporate entities locally and overseas. He is chairman of the Appliance Traders Ltd. Pension Fund and works in the Finance and Planning division of the Sandals Group. He is vice president of the Jamaica Chamber of Commerce and Chairman of its Economic Affairs and Taxation Committee and a member of the Private Sector of Jamaica Economic Policy Committee. He holds an MA in Economics from Cambridge University and an MBA in International Banking from Birmingham Business School.

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VICTOR M. SALAZAR Company Secretary & Business Development Manager Victor M. Salazar is experienced in international business, having headed the Caribbean and Latin American Unit of Jamaica’s Investment and Trade Promotion Agency (JAMPRO) and procured the largest investment influx in the country’s history. He has also managed an industrial packaging and commodities unit, at Grace Kennedy & Co. Ltd. and led the export foray into Latin America for Grace branded products. He has a Bachelor of Science in International Relations and a Masters in Government from the University of the West Indies.

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


Shareholders TOP 10 SHAREHOLDERS NAME

ACCOUNTS

VOLUME

%

Chang Brothers Limited

2936888

136,496,956

61.29

Anthony V. Chang CD.

2944502

19,200,468

8.62

2917441

11,863,631

5.32

Everton J. Smith

2987808

4,502,466

2.02

David Chang

2929172

3,216,000

1.44

P.A.M. Ltd - Pooled Equity Pension Fund

1830652

2,481,241

1.11

Colin Steele

1223379

2,316,170

1.04

2,029,805

0.91

General Accident Insurance Company Jamaica Limited

National Supply Co. Limited Michael J.G. Subratie

2020766

2,000,000

0.89

JMMB Retirement Scheme

11946938

1,394,328

0.63

DIRECTORS SHAREHOLDINGS NAME

VOLUME

%

19,200,460

8.61

Philmore Ogle

800,000

0.35

Noel Dacosta

800,000

0.35

Keith Collister

800,000

0.35

Thomas Chin

256,636

0.11

Victor Salazar-Chang

194,392

0.08

Nicola Chang Murphy*

89,000

0.03

Anthony V. Chang CD.*

Vincent Chang*

0

*also a major shareholder in the parent company Chang Brothers Limited

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Corporate Data BOARD OF DIRECTORS Vincent J. Chang Anthony V. Chang Philmore Ogle C.D. Noel daCosta C.D. Thomas (“Tom”) Chin Nicola Chang Murphy Keith Collister CORPORATE SECRETARY Victor M. Salazar

REGISTRAR & TRANSFER AGENTS Jamaica Central Securities Depository Ltd. P.O Box 1084 40 Harbour Street Kingston AUDITOR BOGLE AND COMPANY Chartered Accountants 6 South Avenue Unit 6, Dragon Center Kingston 10 BANKERS National Commercial Bank Ltd First Global Bank Ltd Bank of Nova Scotia ATTORNEYS-AT-LAW Dianne Edwards 7 Belmont Road Kingston 5 Livingston Alexander & Levy 72 Port Royal Street Kingston Myers Fletcher & Gordon 21 East Street Kingston REGISTERED OFFICES 2F Valentine Drive Kingston 19

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Denbeigh Show 2017


Financials



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Independent Auditor’s Report To the Members of Consolidated Bakeries Jamaica Limited Other Information Management is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance or conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or with our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the Board of Directors Responsibilities of Management and the Board of Directors for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS and the Jamaican Companies Act, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Statement for Financial Position as at December 31st, 2017

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Statement of Profit or Loss and STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2017 Comprehensive Income year ended December 31st, 2017

Notes Revenue Cost of sales Gross profit Interest and Other Income

16

Administrative and other expenses Selling and distribution expenses

17

2017 $

862,605,620

880,273,417

563,734,824

572,007,212

298,870,796

308,266,204

874,770

9,239,982

299,745,566

317,506,187

(155,172,621) (157,798,552) (312,971,173)

(160,587,562)

21,945,144

(11,616,652)

10,328,493

10,328,493

(Loss)/Profit from operations (13,225,607) Finance costs (18,875,101) 18 Net (Loss)/ profit before tax (32,100,708) Deferred tax expense (7,994,819) 14 Net (loss)/profit after tax (40,095,527) Other comprehensive income Those that might be reclassified to profit or loss in subsequent periods Unrealized Gain on Investment 2,599,490 Revaluation of property, plant and equipment (net of tax) 206,488,390 Total comprehensive income 168,992,352

(Loss)/Earnings per share

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

(134,973,481) (295,561,042)

-

3,593,609 -

13,922,102

(0.18)

0.05

Average number of shares in issue for the year is 222,709,171 (2016: 222,709,171)

2016 $


CONSOLIDATED BAKERIES (JAMAICA) LIMITED CONSOLIDATED BAKERIES (JAMAICA) LIMITED

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STATEMENT OF CHANGES IN EQUITY YEAR ENDED DECEMBER 31, 2017

Statement of Changes in Equity

year ended December 31st, 2017

Share Capital $

Balance at December 31, 2015 Net profit

Fair value appreciation of available for sale investments At December 31, 2016 Net loss

Revaluation of Land and Building Fair value appreciation of available for sale investments Balance at December 31, 2017

Revaluation Reserve $

Other Comprehensive Income $

Capital Reserve $

90,726,664 330,854,047 20,825,532 ‐

8,370,754

Retained Earnings $

Total $

82,706,364 533,483,361

10,328,493

10,328,493

3,593,609

3,593,609

90,726,664 330,854,047 20,825,532

11,964,363

206,488,390 ‐

93,034,857 547,405,463

‐ (40,095,527) (40,095,527)

2,599,490

90,726,664 537,342,437 20,825,532

14,563,853

206,488,390 ‐

2,599,490

52,939,330 716,397,815

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Statement of Cash Flows STATEMENT OF CASH FLOWS

year ended December 31st, 2017 YEAR ENDED DECEMBER 31, 2017

Cash flows from operating activities Total comprehensive income Deferred tax expense Revaluation of land and building Disposal of fixed asset Unrealized currency translation Depreciation (Increase)/decrease in current assets

30

2016 $ 13,922,102 ‐ ‐ ‐ (3,593,609) 25,426,120 35,754,612

Inventories Trade and other receivables Increase/(decrease) in current liabilities

(2,641,321) (6,837,248)

(2,475,512) (4,952,751)

Trade payables Net cash generated by operating activities Cash flows from investing activities Purchase of fixed assets Proceed from sale of fixed assets Financial investment Net cash from/(used in) investing activities Cash flows from financing activities New Loan Loan Payment Net cash generated from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Net cash and cash equivalents at the year end Represented by:

18,525,130

11,536,232

7,109,528

39,862,582

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

168,992,352 7,994,819 (206,488,390) (263,639) (2,599,490) 30,427,314 (1,937,033)

Cash and cash equivalents Bank overdraft Net cash and cash equivalents at year end

2017 $

(25,073,379) 1,010,000 27,694,002 3,630,624

(82,191,201) ‐ (3,711,508) (85,902,709)

55,500,000 (24,479,550)

56,161,610 (42,938,651)

31,020,450 41,760,602 7,682,615

13,222,959 (32,817,167) 40,499,780

49,443,218

7,682,615

74,339,438 (24,896,220) 49,443,218

61,517,512 (53,834,897) 7,682,615


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

CONSOLIDATED BAKERIES (JAMAICA) LIMITED Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS

Page 8

year ended December 31st, 2017

YEAR ENDED DECEMBER 31, 2017

1. Reporting Entity

Consolidated Bakeries (Jamaica) Ltd ‐ "the Company" a) The Company is incorporated under the Jamaican Companies Act and is a subsidiary of Chang Brothers Limited which is a Jamaican Company incorporated under the Jamaican Companies Act. b) Stock exchange listing The Company had its application to the Junior Stock Exchange approved after its successful public share offer of ordinary shares in December 2012. c) Activities The main activities of the Company are the manufacture and wholesale and retail sale of edible baked products. 2. New and revised IFRSs in issue but not yet effective

The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective and the company has not opted for early adoption. IFRS 15 IFRS 9 Amendments to IFRS 4 Amendments to IFRS 2 Amendments to IAS 40 Amendments to IFRS 1 and IAS 28

Revenue from Contracts with Customers1 Financial Instruments1 Applying IFRS 9 Financial instruments with IFRS 4 Insurance Contracts3 Classification and Measurement of Share‐based Payment Transactions1 Transfers of Investment Property1

IFRS 16

Annual Improvements to IFRSs 2014‐2016 Cycle‐various standards. 1 Leases2

IFRS 17

Insurance Contracts3

Effective for annual periods beginning on or after 1 January 2018. Effective for annual periods beginning on or after 1 January 2019. 3 Effective for annual periods beginning on or after 1 January 2021. 1 2

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

31


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

CONSOLIDATED BAKERIES (JAMAICA) LIMITED Notes to Financial Statements

Page 9

NOTES TO FINANCIAL STATEMENTS year ended December 31 , 2017 YEAR ENDED DECEMBER 31, 2017 st

3. Application new and revised International Financial Reporting Standards (IFRSs) effective January 1, 2017

a. IAS 12 – Income Taxes

This amendment implements a comprehensive balance sheet method of accounting for income taxes which recognises both the current tax consequences of transactions and the future consequences of future recovery or settlement of the carrying amount to the company’s assets and liabilities. Differences between the carrying amount and the tax base of assets and liabilities, and carried forward tax losses and credits, are recognised, with limited expectations, as deferred tax liabilities or deferred tax assets, with the latter as also being subject to a probable profits test. b. IAS 7 – Statement of Cash Flows This amendment clarifies that as of January 2017, entities will be required to explain changes in their liabilities arising from financing activities. This includes changes arising from cash flows (e.g drawdowns and repayments of borrowings) and non‐cash changes such as acquisitions, disposals, accretion of interest and unrealised exchange differences. The company has assessed that the amendment does not impact it, as all movement within the financing activities are all cash transactions and are broken out appropriately on the Statement of Cashflows

4. Summary of significant accounting policies

a. Statement of compliance These financial statements have been prepared using the historical cost convention which is in accordance with the International Financial Reporting Standards (IFRS).

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017 MARCH 31, 2016

Page 10

Summary of significant accounting policies (cont’d) b. Reporting currency These financial statements are presented in Jamaican dollars, which is the functional currency of the Company. c. Basis of Preparation The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. d. Property, Plant and Equipment Property, plant and equipment that qualifies for recognition as an asset is initially measured at its cost. The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if: (a) It is probable that future economic benefits associated with the item will flow to the entity; and (b) The cost of the item can be measured reliably. An entity shall choose either the cost model or the revaluation model as its accounting policy and shall apply that policy to an entire class of property, plant and equipment. The company uses the revaluation model for its Land and Building and the cost model for all other category of assets as its measurement of recognition. CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

33


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Page 11

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS Notes to Financial Statements st year ended December 31 , 2017YEAR ENDED DECEMBER 31, 2017 Summary of significant accounting policies (cont’d) Property Plant and Equipment (cont’d)

After recognition as an asset, an item of property, plant and equipment shall be carried at its initial or revalued amount less any accumulated depreciation and any accumulated impairment losses. The depreciation charge for each period shall be recognised in profit or loss unless it is included in the carrying amount of another asset. This Company recognises depreciation under the expense heading of “depreciation.” The depreciable amount of an asset shall be allocated on a systematic basis over its useful life. The depreciation method used by the company is the reducing balance basis for all categories of assets apart from computer which uses the straight‐line basis and is designed to write off the assets’ value over the period of their useful lives. The annual rates of depreciation are as follows:

Computer Equipment Motor Vehicle Fixture & Equipment Plant machinery and equipment Building

20.0% 12.5% 10.0% 10.0% 2.5%

Repairs and maintenance expenditures are charged to the profit or loss in the statement of comprehensive income during the financial period in which they are incurred. e. Inventories Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first‐in‐first‐out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. f. Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost, less any appropriate provision for estimated irrecoverable amounts. A provision is established for irrecoverable amounts when there is objective evidence that amounts due under the original payment terms will not be collected.

34

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Summary of significant accounting policies (cont’d) g. Cash and cash equivalents

Page 12

Cash and cash equivalents are held for the purposes of meeting short‐term commitments rather than for investments or other purposes. For an investment to qualify it must be convertible to a known amount of cash and be subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a short maturity of 3 months or less from the date of acquisition. h. Financial Investments These assets are classified at fair value through profit or loss and are measured at fair value, and any changes therein, including any interest or dividend income, are recognised in profit or loss. i. Loans Loans are initially recognised at the fair value of the proceeds, net of related transaction costs. These transaction costs, and any discount or premium on issue are subsequently amortised under the effective interest rate method through the income statement as interest over the life of the loan. j. Related Party Disclosures The objective of this Standard is to ensure that an entity’s financial statements contain the disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been affected by the existence of related parties and by transactions and outstanding balances, including commitments, with such parties. A related party is a person or entity that is related to the entity that is preparing its financial statements (in this Standard referred to as the ‘reporting entity’). (a) A person or a close member of that person’s family is related to a reporting entity if that person: (i) has control or joint control of the reporting entity; (ii) has significant influence over the reporting entity; or (b) An entity is related to a reporting entity if any of the following conditions applies: (i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

35


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Notes

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS to Financial Statements YEAR ENDED DECEMBER 31, 2017 st

Page 13

year ended December 31 , 2017

Summary of significant accounting policies (cont’d) Related party disclosures (cont’d) (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity (v) The entity is a post‐employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity. (vi) The entity is controlled or jointly controlled by a person identified in (a). (vii) A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). (viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.

A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged. k. Trade Payables Trade payables are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method. l. Foreign currency In preparing the financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date Exchange differences arising on transactions are recognised in the income statement under “Other Income”.

36

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Page 14

Summary of significant accounting policies (cont’d) m. Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for allowances. i. Sale of goods Revenue from the sale of goods is recognised when the goods are delivered, and titles have passed, at which time all the following conditions are satisfied:     

the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the Company; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. ii. Interest Income Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably.

n. Employee Benefits i. Pension plan The company contributes towards defined contribution retirement savings plans which were purchased from Sagicor Life Limited. Employees who opt to join the plan, contribute up to 20% of gross basic salaries to their plans and the Company contributes 5%. In 2017, a total of $3,727,913 (2016: $3,510,695) company contributions was recognised as expense in the statement of Profit or Loss ii. Short‐term employee benefits Short‐term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

37


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS Notes to Financial Statements YEAR ENDED DECEMBER 31, 2017 year ended December 31st, 2017

Page 15

Summary of significant accounting policies (cont’d) o. Lease arrangements Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight‐line basis over the period of the lease.

p. Fair value measurement

 

Fair value is the price that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or liability The principal or most advantageous market must be accessible by the Company. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a nonfinancial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. In addition, for financial reporting purposes, fair value measurement are categorised into level 1,2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

38

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Page 16

Summary of significant accounting policies (cont’d) Fair value measurement(cont’d)  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at the measurement date.  Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and  Level 3 inputs are unobservable inputs for the asset or liability.

q. Taxation i. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met. ii. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: – temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; – temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and – taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on business plans of The Company and the reversal of temporary differences. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

39


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS Notes to Financial Statements st year ended December 31 , 2017YEAR ENDED DECEMBER 31, 2017

Page 17

Summary of significant accounting policies (cont’d) Taxation (cont’d) Deferred tax (cont’d) benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Company has not rebutted this presumption. Deferred tax assets and liabilities are offset only if certain criteria are met. 5. Financial Instruments: Disclosures This standard requires disclosure of information about the significance of financial instruments to an entity, and the nature and extent of risks arising from those financial instruments, both in qualitative and quantitative terms. Specific disclosures are required in relation to transferred financial assets and a number of other matters. a. Financial risk management i. Credit risk Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises primarily from the company’s investment securities, loans receivable, receivables from customers, and from resale agreements. There is also credit risk exposure in respect of instruments such as loan commitments and guarantees which may not be stated on the Statement of Financial Position. They expose the Company to similar risks as loans and are managed in a similar manner

40

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


Page 18

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Financial Instrument disclosures (cont’d) Financial risk management (cont’d) Credit Risk (cont’d) 2017 $

Current financial assets Cash and bank balances Loans and receivables (including trade receivables) Current financial liabilities Amortised cost (including trade payables and bank overdraft)

2016 $

74,339,438 61,517,512 82,077,405

141,083,690

75,240,158

125,700,852

At the end of the reporting period, there are no concentrations of credit risk for loans and receivables designated at Fair Value Through Profit or Loss(FVTPL). The carrying amount reflected above represents the company's maximum exposure to credit risk for such loans and receivables.

Trade receivables The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which the customers operate. The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. At 31 December 2017, the maximum exposure to credit risk for trade receivables by geographic region was as follows

Jamaica United States of America United Kingdom

2017 $ 27,309,036 955,708 412,940 28,677,684

2016 $ 28,375,050 408,278 412,940 29,196,268

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

41


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Page 19

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS to Financial Statements st DECEMBER 31, 2016 year ended December 31 , 2017YEAR ENDED DECEMBER 31, 2017 Notes

Financial Instrument disclosures (cont’d) Financial risk management (cont’d) Credit Risk (cont’d) Trade receivables (cont’d) At 31 December 2017, the exposure to credit risk for trade receivables and contract assets by type of counterparty was as follows.

Wholesale customers End‐user customers

2017 $ 28,460,225 217,459 28,677,684

2016 $ 28,968,615 227,653 29,196,268

The aging of trade receivables that were past due but not impaired as at 31 December 2017 is as follows

Past due but not impaired Past due 1‐ 30 days Past due 31‐ 90 days Over 90 days

2017 $ 20,157,483 2,379,505 6,140,696 28,677,684

2016 $ 19,591,233 4,157,593 5,447,442 29,196,268

ii. Capital Management The Company manages its capital to ensure that it will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged from 2016. The capital structure of the Company consists of net debt (borrowings as detailed in note 13 offset by cash and bank balances) and equity of the Company (comprising issued capital, reserves, retained earnings as detailed in the Statement of Changes in Equity). Total capital is calculated as ‘equity’ plus net debt. Consistent with others in the industry, the Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity and debt.

42

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017 DECEMBER 31, 2016

Page 20

Financial Instrument disclosures (cont’d) Financial risk management (cont’d) Capital Management (cont’d) The gearing ratio at end of the reporting period was as follows: Interest bearing borrowings Less: cash and bank Net Debt Total Equity Capital and net debt Gearing ratio

2017 $ 127,414,881 (74,339,438)

2016 $ 125,333,105 (61,517,512) 53,075,443 63,815,593

716,397,816 547,405,463 769,473,259 611,221,056 7% 10%

iii. Liquidity risk Liquidity risk is the risk that the company will encounter difficulty in meeting obligations for its financial liabilities. The company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due under both normal or stressed conditions. Prudent liquidity risk management which the company uses includes maintaining sufficient cash and marketable securities. For this purpose, liquid assets include cash and bank balances, which are readily converted into cash within three months.

Current assets current liabilities Current ratio

2017 $ 233,722,158 141,083,689 1.66

2016 $ 236,516,177 125,700,852 1.88

The liquid asset ratio at the end of the year was 1.66:1 (2016: 1.88:1). There has been no change to the company’s exposure to liquidity risk or the manner in which it manages and measures the risk. CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

43


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Notes to

Page 21

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS Financial Statements YEAR ENDED DECEMBER 31, 2017

year ended December 31st, 2017

Financial Instrument disclosures (cont’d) Financial risk management (cont’d) Liquidity Risk (cont’d) The following table presents the undiscounted contractual maturities of financial liabilities, including interest payments, on the basis of their earliest possible contractual maturity.

Within 1

Month

$ As at 31 December 2017:

Borrowings

Trade and other payables

Trade financial liabilities (contractual maturity dates)

59,883,541

74,612,145

134,495,686

Within 1 Month $ As at 31 December 2016:

Borrowings

Trade and other payables

Trade financial liabilities (contractual maturity dates)

44

1,593,480

18,277,853 19,871,333

1 to 3

3 to 12

1 to 5

Months

Months

Years

$

$

$

3,772,441

2,577,962

2,577,962

3,772,441

77,190,107

6,570,000

66,685,722

214,101,812

1 to 5 Years

$

$

$

11,488,634

27,934,071

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

$ 136,911,705

3 to 12

14,818,659

Total

$

Months

13,115,412

Over 5 Years

66,685,722

1 to 3

8,301,674

6,570,000 ‐

Months

3,186,960

Over 5 Years

Total

$

$

47,191,544 ‐

39,201,491

105,992,134

39,694,939

39,201,491

145,687,073

47,191,544


Page 22

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Financial Instrument disclosures (cont’d) Financial risk management (cont’d)

iv. Currency risk Currency risk is the risk that the market value of, or the cash flows from, financial instruments will vary because of exchange rate fluctuations. The company incurs risk in a currency other than the Jamaican dollar. The currency giving rise to this risk is the United States dollar. This risk arises from future commercial transactions and recognised assets and liabilities. Currency exposure arising from the Company’s financial assets and liabilities denominated in the relevant foreign currencies. Jamaican $

US $

CAN $

Total $

At 31 December 2017 Financial Assets Trade and other receivables Financial Investments Cash Total financial assets

80,708,757 29,636,140 110,344,897

1,368,648 42,297,331 44,662,310 88,328,289

40,988 40,988

82,077,405 42,297,331 74,339,438 198,714,174

Financial Liabilities Borrowings Trade and other payables Total financial liabilities Net financial position

127,414,881 75,984,399 203,399,280 (93,054,383)

1,205,708 1,205,708 87,122,580

40,988

127,414,881 77,190,107 204,604,988 (5,890,814)

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Page 23

CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS year ended December 31st, 2017YEAR ENDED DECEMBER 31, 2017

Financial Instrument disclosures (cont’d) Financial risk management (cont’d) Currency risk (cont’d) Jamaican $ At 31 December 2016 Financial Assets Trade and other receivables Financial Investments Cash Total financial assets Financial Liabilities Borrowings Trade and other payables Total financial liabilities Net financial position

US $

CAN $

Total $

74,418,939 821,218 - 67,391,844 18,288,543 43,189,312 89,975,473 111,402,373

39,657 39,657

75,240,158 67,391,844 61,517,512 204,149,512

71,498,208 57,461,853 1,203,124 128,960,061 1,203,124 (36,252,579) 110,199,250

39,657

71,498,208 58,664,977 130,163,185 73,986,328

The following table indicates the currencies to which the company had significant exposure on its monetary assets and liabilities and its forecast cash flows. The change in currency rate below represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis represents outstanding foreign currency denominated monetary items and adjusts their translation at the year‐end for the 4% devaluation (2016: 10%) and 1% appreciation (2016: 1%) of the Jamaican dollar. The percentage change in the currency rate will impact each financial asset/liability included in the sensitivity analysis differently. Consequently, individual sensitivity analyses were performed. The effect on net profit shown below is the total of the individual sensitivities done for each of the assets/liabilities.

Currency: USD – Positive USD – Negative

% Change in Currency Rate

Effect on Equity

Effect on Net Profit

%Change in Currency Rate

Effect on Equity

Effect on Net Loss

2017 %

2017 $

2017 $

2016 %

2016 $

2016 $

1 -4

(871,226) 3,484,903

(879,938) 3,345,507

1 -10

(1,101,992) 11,019,925

(1,113,012) 9,917,932

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


Page 24

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Financial Instrument disclosures (cont’d) Financial risk management (cont’d) v. Fair value measurements Fair value amounts represent estimates of the arm’s length consideration that would be currently agreed upon between knowledgeable and willing parties who are under no compulsion to act. This is best evidenced by a quoted market price. For financial instruments where there is no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions, reference to the current market value of another instrument which is substantially the same, discounted cash flow analysis or other valuation models. The carrying values of short‐term financial asset and liabilities are reasonable estimates of their fair values because of the short‐term maturity of these instruments. Short‐term financial assets comprise cash and cash equivalents, trade and other receivables and amounts due from related companies. Short‐ term financial liabilities comprise trade, due to related parties, payables and long‐ term financial liabilities comprise of loan. The carrying value of loans with variable interest rates approximates fair value as interest rates approximate market rates. The fair value of loans with fixed rates is estimated to approximate its carrying value. Additionally, the cost of all monetary assets and liabilities has been appropriately adjusted to reflect estimated losses on realisation or discounts on settlement. The fair value for the amount due to the parent company approximates its carrying value. 2017

2017

2016

Fair value $

Carrying value $

Fair value $

Financial assets: Cash and Cash equivalents Trade receivables

74,339,438 23,277,392

74,339,438 23,277,392

Owed by Related Parties

18,992,597

18,992,597

Financial liabilities: Interest bearing loans and borrowings Short term loans Long term loans

63,893,583 63,521,298

63,893,583 63,521,298

Trade payables

74,612,145

74,612,145

2016 Carrying value $

61,517,512 61,517,512 24,515,976 24,515,976 18,034,277 18,034,277

67,035,876 67,035,876 58,297,230 58,297,230 54,856,579 54,856,579

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

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CONSOLIDATED BAKERIES (JAMAICA) LIMITED

CONSOLIDATED BAKERIES (JAMAICA) LIMITED to Financial Statements NOTES TO FINANCIAL STATEMENTS st YEAR ENDED DECEMBER 31, 2017 DECEMBER 31, 2016 , 2017 year ended December 31 Notes

Page 25

6. Property, Plant and Equipment See policy note 4.d

Costs/ valuation January 1, 2016 Acquisitions Disposals December 31, 2016 Acquisitions Disposals Revaluation increment December 31, 2017

Land & building $ 374,365,438 654,635 ‐ 375,020,074 5,793,506 ‐ 117,146,421 497,960,000

Accumulated depreciation January 1, 2016 73,031,337 Disposals ‐ Charge for the year 4,757,745 December 31, 2016 77,789,082 Disposals ‐ Charge for the year 4,691,086 Write back due to revaluation (82,480,168) December 31, 2017 ‐ Net book value December 31, 2017 December 31, 2016

Plant, machinery & equipment $

Motor vehicles $

Computer system $

Total $

96,569,092 9,559,677 76,004,181 24,266,342 530,964,712 48,586,693 1,213,449 28,330,825 3,405,599 82,191,201 ‐ ‐ ‐ ‐ ‐ 145,155,785 10,773,126 104,335,006 27,671,941 662,955,932 14,223,144 585,181 3,432,056 1,039,492 25,073,379 - (3,547,531) - (3,547,531) ‐ ‐ ‐ ‐ 117,146,421 159,378,929 11,358,307 104,219,531 28,711,433 801,628,200

26,951,331 8,367,959 35,319,290 10,979,624

4,215,268 557,934 4,773,202 606,770

25,252,242 13,192,267 142,642,446 ‐ ‐ ‐ 6,818,224 4,924,258 25,426,120 32,070,466 18,116,525 168,068,566 (2,801,170) - (2,801,170) 8,735,287 5,414,547 30,427,314

‐ 46,298,913

‐ 5,379,972

‐ ‐ (82,480,168) 38,004,583 23,531,072 113,214,541

497,960,000

113,080,016

5,978,335

66,214,948

5,180,361 688,413,659

297,230,991

109,836,494

5,999,926

72,264,540

9,555,416 494,887,368

48

Furniture & fixtures $

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


Page 26

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

Property, Plant and Equipment (cont’d) a. Land The total value of land as at December 31, 2017 is $361,021,000 (2016: 106,500,000). Land is not depreciated. b. Collateral For items included in property, plant and equipment which have been used as collateral on debt, see loan note 13 c. Revaluation The effective date of the valuation is as at December 31, 2017. It was carried out by a professional independent valuer, Keith Alexander (Succ.) Limited. Appraised value Carrying Value at December 31, 2017 Unrealised Revaluation (Decrement)/Increment

Building

Land

Land & building $ $ $ 136,939,000 361,021,000 497,960,000 191,833,411 106,500,000 298,333,411 (54,894,411) 254,521,000 199,626,589

d. Revaluation Reserve

Opening Balance as at January 1,2017 Revaluation increment Write back (of accumulated depreciation) due to revaluation Net Revaluation Increment (see note 6c) Deferred tax on revaluation increment Ending Balance as at December 31, 2017

117,146,421 82,480,168

$ 330,854,047

199,626,589 6,861,801 537,342,437

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

49


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Page 27

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS Notes to Financial Statements st YEAR ENDED DECEMBER 31, 2017 year ended December 31 , 2017 DECEMBER 31, 2017 7. Inventory

See policy note 4.e

Raw materials Packaging materials & spares Finished goods

2017 $ 7,415,794 21,890,858 5,701,333

2016 $ 8,633,974 12,640,715 9,332,645 35,007,985 32,366,664

8. Trade and other receivables See policy note 4.f

Trade receivables Less provision for bad debt Owed by related parties Prepayments Deposit on Equipment Other receivables

2017 $ 28,677,684 (5,400,292) 23,277,392 18,992,597 20,807,416 5,695,824 13,592,998 82,077,405

2016 $ 29,196,268 (4,680,292) 24,515,976 18,034,277 12,891,950 ‐ 19,797,955 75,240,158

For information regarding balances of “Owed by related parties” see note 11

a. Credit Risk and market risk, and impairment losses Information about the company’s exposure to credit and market risks and impairment losses for trade and other receivables is included in note 5(i) 9. Financial Investments See policy note 4.h

50

NCB Capital Markets Limited ‐ Government of Jamaica repo investment (denominated in United States Dollars) CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

2017 $

42,297,331

2016 $

67,391,844


Page 28

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

10. Cash and cash equivalents See policy note 4.g

Cash in hand Bank accounts (Jamaican Dollars) Bank accounts (United States Dollars) Bank account (Canadian Dollars) First Global Bank Limited ‐ investment (United States Dollars) Scotia DBG Investments: United States Dollars Jamaican Dollars Bank overdraft Bank accounts (Jamaican Dollars) Net Cash and cash equivalents

2016 $ 8,953,310 9,334,832 7,361,188 39,657 22,142,384

17,325,966 400 74,339,438

16,576,434 400 61,517,512

(24,896,220) 49,443,218

(53,834,897) 7,682,615

2017 $ 8,059,960 21,575,780 2,478,047 40,988 24,858,296

The translation of foreign currency accounts has been accounted using the methods prescribed by IAS 21(see note 4.l) For restrictions on term deposits, which have been classified as cash equivalents see note 13 a. Bank overdraft

Bank overdraft is at an interest rate of 23.75% and is secured by first legal mortgage over commercial property located at 111 Red Hills Road and by guarantee of Directors Anthony and Vincent Chang. Bank overdraft consists primarily of transactions processed at the end of the fiscal year, thereby, causing a timing variance (outstanding cheques) CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

51


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Page 29

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS to Financial Statements st year ended December 31 , 2017YEAR ENDED DECEMBER 31, 2017 Notes 11. Related Parties See policy note 4.j

a. Related party balances

Poly Cello Packaging Ltd Other related parties

2017 $ 17,831,732 1,160,865 18,992,597

2016 $ 16,873,412 1,160,865 18,034,277

b. Related party transactions The following related party transactions occurred during the period:

Loans repaid by Directors Advances made to Poly Cello

2016

2017 $

‐ 958,320

$ (3,969,001) 1,036,156

c. Key management personnel compensation

Director’s Fees Management remuneration

2017 $ 1,390,500 25,042,813 26,433,313

12. Share Capital

Authorised Issued and fully paid This consist of 222,709,171 (2016: 222,709,171) ordinary shares valued at no par value

52

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

2017 $ 427,260,000 90,726,664

2016 $ 1,700,000 20,709,384 22,409,384

2016 $

427,260,000

90,726,664


Page 30

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

13. Loans See policy note 4.i

2016 $ 12,590,594 610,385 13,200,979

2017 $ 38,825,913 171,450 38,997,363

Current Current portion of Long‐term debt Interest Payable Non‐current Long term loans Total Loans

63,521,298 58,297,230 102,518,661 71,498,209

Terms and repayment schedule Year of Interest Maturity Rate National Commercial Bank Secured Loan Secured Loan Secured Loan Secured Loan First Global Bank Secured Loan Secured Loan

Carrying Value 2017 $

2018 2018 2026 2026

13.0% 10.0% 9.0% 9.0%

2,341,737 31,806,656 53,068,889 8,110,673

2018 2018

9.5% 10.5%

Carrying Value 2016 $

3,725,422

47,342,222 5,794,943

6,000,000 1,019,257 102,347,211

12,000,000 2,025,237 70,887,824

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

53


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Notes to

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017 Financial Statements

Page 31

st year ended December 31 , 2017

Security a) National Commercial Bank a. First mortgage over commercial property at 2F Valentine Drive/ 111 Red Hills Road, Kingston 19. Valued on September 24, 2012*. Current market value US$3.6Million, forced sale value US$2.88 Million registered and stamped to cover J$29.5 Million Assignment of adequate FEH Insurance. b. Legal Mortgage over commercial property at 2F Valentine Drive/111 Red Hills Road, Kingston 19. Valued on September 24, 2012*. Current market value US$3.6 Million, forced sale value US$2.88 Million registered and stamped to cover J$44 Million. Assignment of adequate FEH Insurance. c. Directors’ Guarantee Stamped for J$75.5 Million and US$30,000 *For note on 2017 revaluation see note 6.c b) First Global Bank a. Registered Demand Debenture over the assets of the company in the amount of J$93,500,000 b. First Legal Mortgage over commercial property located at 111 Red Hills Road, St. Andrew in the name of Consolidated Bakeries (Jamaica) Limited, registered at volume 1450 folio 148 and stamped collateral to the debenture for J$93.5M c. Second Legal Mortgage over commercial property located at 111 Red Hills Road, St. Andrew in the name of Consolidated Bakeries (Jamaica) Limited, registered at volume 1450 folio 148, stamped to cover J$30M d. Assignment of Peril Insurance coverage in the amount of US$2.8M over the above property e. Assignment of Comprehensive Insurance over the vehicles with the Bank’s interest noted f. Lien over term deposit in the name of Consolidated Bakeries (Jamaica) Limited in the amount of US$30,000

54

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT


Page 32

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

14. Deferred tax liability

See policy note 4.q.ii

Balance at January 1, 2017 Charged to surplus or deficit Charged to other comprehensive income Balance at December 31, 2017

Property, plant and equipment $

Tax losses

Total

$

$

‐ (14,822,253) 6,861,801 (7,960,453)

‐ 6,827,434 ‐ 6,827,434

‐ (7,994,819) 6,861,801 (1,133,019)

Deferred tax is calculated using the current tax rate of 25%, taking into account the remission period of 50%, giving rise to a tax rate of 12.5% 15. Trade payables and accruals See policy note 4.k

2017 $ 74,612,145 2,577,958 77,190,103

Accounts payable‐ trade Other payables & accruals

2016 $ 54,856,579 3,808,398 58,664,977

a. Aged trade payables

Balance at

0 to 30 days

31 to 60 days

$

$

61 to 90 days

December 31, 2017

56,423,423

9,782,733

$ 761,175

December 31, 2016

26,579,527

15,161,641

7,248,621

Over 90 days

Amount Due

$ $ 7,644,814 74,612,145 5,866,790 54,856,579

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

55


CONSOLIDATED BAKERIES (JAMAICA) LIMITED

Page 33

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS Notes to Financial Statements YEAR ENDED DECEMBER 31, 2017 year ended December 31st, 2017 16. Interest and other income

Interest Realized (loss)/gain on foreign exchange transactions.

2017 $ 5,221,048 (4,348,278) 874,770

2016 $ 4,118,702 5,121,280 9,239,982

17. Expense by nature

Staff cost Sale Contractors Security Travelling and motor vehicle expenses Utilities Advertising and promotion Directors fees Director management remuneration Auditor remuneration Depreciation Other

2017 $ 130,866,758 21,018,248 8,344,875 39,277,417 22,442,814 14,967,173 1,390,500 25,042,813 1,350,000 30,427,314 17,843,262 312,971,174

2016 $ 119,680,283 24,288,577 7,891,486 37,376,114 18,094,992 14,394,686 1,700,000 20,709,384 1,350,000 25,426,120 24,649,399 295,561,042

2017 $ 13,935,261 4,719,295 220,546

2016 $ 8,615,254 2,796,962 204,436

18. Finance cost

Loan interest Bank Charges Financing costs

18,875,102

56

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

11,616,652


Page 34

CONSOLIDATED BAKERIES (JAMAICA) LIMITED NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2017

19. Taxation See policy note 4.q

2016 $ 10,328,493 (4,857,225)

(54,619,472)

5,471,268

1,367,817

‐ ‐

(1,367,817) ‐

2017 $ (32,100,708) (22,518,764)

(Loss)/Profit before tax Add net adjustments necessary for tax purposes (Loss)/Profit for Tax purposes Tax at 25% (2016 :25%) Adjustment for the effect of tax remission Tax charge

b. Tax remission

The Company having been listed on the Junior Stock Exchange in 2012 became eligible for remission of Income tax for 10 years, as below, provided the shares remain listed for at least 15 years. During the current year the company entered its first year under the 50% remission, however, due to the loss of ($54,619,472) there is a loss carried forward of ($27,309,736), which represents 50% of the current year loss. Years 1 to 5 years 6 to 10

100% 50%

c. Transfer pricing Transactions between Consolidated bakeries and related parties have been valued at regular market rate.

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2017 ANNUAL REPORT

57



Form of Proxy

CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2F Valentine Drive Kingston 19, Jamaica (West Indies)

I/We.........................................................................of............................................................................... in the Parish of......................................... being Member/members of the above named company hereby appoint.................................................................of ........................................................................................ or failing him/her ................................................................of ........................ as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Retail Store at Consolidated Bakeries Ltd., 2F Valentine Drive, Kingston 19 on Wednesday, December 12, 2018 at 9:00am and at any adjournment thereof.

Signed this ................ day of ...................................................... 2018

Signature Notes: 1. An instrument appointing a proxy, shall, unless the contrary is stated thereon be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed. 2. If the appointer is a corporation, this form must be under its common seal or under the hand of an officer or attorney duly authorized in writing. 3. In the case of joint holders, the vote of the senior will be accepted to the exclusion of the votes of others, seniority being determined by the order in which the names appear on the register. 4. To be valid, this form must be received by the Registrar of the Company at the address given below not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. 5. The proxy form should bear stamp duty of One Hundred dollars ($100.00) which may be in the form of adhesive stamp duly cancelled by the person signing the proxy form.

REGISTRAR AND TRANSFER AGENTS Jamaica Central Securities Depository Limited 40 Harbour Street, Kingston



Notes


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