Unconsolidated and Consolidated Quarterly Financial Information
Cosan S.A. Indústria e Comércio
June 30, 2009
COSAN S.A. INDÚSTRIA E COMÉRCIO
UNCONSOLIDATED AND CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
June 30, 2009
Contents
Special review report of independent auditors | 1 |
| |
Unaudited quarterly financial information | |
| |
Unaudited balance sheets | 3 |
Unaudited statements of operations | 5 |
Unaudited statements of cash flows | 7 |
Unaudited statement of changes in shareholders’ equity | 11 |
Notes to the unaudited quarterly financial information | 12 |
Report on Company’s performance (consolidated) | 54 |
Other Company’s relevant information | 79 |
A free translation from Portuguese into English of Special Review Report of Independent Auditors on Quarterly Financial Information prepared in Brazilian currency in accordance with the accounting practices adopted in Brazil
Special review report of independent auditors
The Board of Directors and Shareholders of
Cosan S.A. Indústria e Comércio
1. | We have performed a special review of the accompanying Quarterly Financial Information of Cosan S.A. Indústria e Comércio (parent company and consolidated) for the quarter ended June 30, 2009, including the balance sheets, statements of operations and cash flows, report on the Company’s performance and explanatory notes, prepared under the management’s responsibility. |
2. | Our review was conducted in accordance with the specific procedures determined by the Brazilian Institute of Independent Auditors (IBRACON) and the Federal Board of Accountancy (CFC), which comprised principally: (a) inquiries of and discussions with the management responsible for the Company’s accounting, financial and operational areas about the criteria adopted for the preparation of the Quarterly Financial Information; and (b) review of information and subsequent events which have, or could have, significant effects on the Company’s operations and financial position. |
3. | Based on our special review, we are not aware of any material modification that should be made to the Quarterly Financial Information referred to above for it to comply with specific standards established by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Financial Information. |
4. | As mentioned in Note 2, the accounting practices adopted in Brazil were modified during 2008 and the effects of its first time adoption were only recorded by the Company and its subsidiaries during the fourth quarter of the previous year and disclosed in the March 31, 2009 financial statements. The statements of operations and cash flows, for the quarter ended July 31, 2009, presented in conjunction with the information for the current quarter, were not adjusted for comparative purposes, as permitted by Ofício-Circular/CVM/SNC/SEP nº 02/2009. |
São Paulo, August 12, 2009
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6
Luiz Carlos Nannini
Accountant CRC 1SP171638/O-7
A free translation from Portuguese into English of financial statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil
COSAN S.A. INDÚSTRIA E COMÉRCIO
Unaudited Balance sheets
June 30, 2009 and March 31, 2009
(In thousands of reais)
| | | Parent Company | | | Consolidated | |
| | | June 30, 2009 | | | March 31, 2009 | | | June 30, 2009 | | | March 31, 2009 | |
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | Note 4 | | | 307,907 | | | | 388,726 | | | | 932,920 | | | | 719,356 | |
Restricted cash | | | | 35,804 | | | | 11,757 | | | | 40,086 | | | | 11,757 | |
Trade accounts receivable | Note 5 | | | 120,515 | | | | 112,415 | | | | 585,636 | | | | 599,163 | |
Derivative financial instruments | Note 19 | | | 86,591 | | | | 17,022 | | | | 86,591 | | | | 17,022 | |
Inventories | Note 6 | | | 314,292 | | | | 341,490 | | | | 1,149,923 | | | | 1,106,185 | |
Advances to suppliers | | | | 95,164 | | | | 74,520 | | | | 386,088 | | | | 206,032 | |
Related parties | Note 7 | | | 371,713 | | | | 196,319 | | | | 36,121 | | | | 57,232 | |
Deferred income and social contribution taxes | Note 12.b | | | - | | | | - | | | | 53,502 | | | | 42,471 | |
Recoverable taxes | | | | 98,155 | | | | 89,763 | | | | 299,046 | | | | 265,417 | |
Other assets | | | | 6,874 | | | | 11,285 | | | | 32,674 | | | | 50,279 | |
| | | | 1,437,015 | | | | 1,243,297 | | | | 3,602,587 | | | | 3,074,914 | |
| | | | | | | | | | | | | | | | | |
Noncurrent assets | | | | | | | | | | | | | | | | | |
Long-term receivables | | | | | | | | | | | | | | | | | |
Accounts receivable from federal government | Note 14 | | | - | | | | - | | | | 326,439 | | | | 323,433 | |
CTNs-Restricted Brazilian Treasury Bills | Note 13 | | | 28,050 | | | | 27,356 | | | | 184,698 | | | | 177,626 | |
Deferred income and social contribution taxes | Note 12.b | | | 123,391 | | | | 236,710 | | | | 644,591 | | | | 700,044 | |
Advances to suppliers | | | | 6,175 | | | | 3,800 | | | | 55,477 | | | | 48,035 | |
Related parties | Note 7 | | | - | | | | - | | | | 153,167 | | | | - | |
Other assets | | | | 5,660 | | | | 5,426 | | | | 185,385 | | | | 132,432 | |
Permanent assets | | | | | | | | | | | | | | | | | |
Investments | Note 8 | | | 5,216,142 | | | | 4,788,932 | | | | 181,291 | | | | 278,209 | |
Property, plant and equipment | Note 9 | | | 796,815 | | | | 815,734 | | | | 4,516,362 | | | | 3,493,947 | |
Intangible | Note 10 | | | 395,637 | | | | 377,443 | | | | 2,724,336 | | | | 2,418,753 | |
| | | | 6,571,869 | | | | 6,255,401 | | | | 8,971,746 | | | | 7,572,479 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total assets | | | | 8,008,884 | | | | 7,498,698 | | | | 12,574,333 | | | | 10,647,393 | |
| | | Parent Company | | | Consolidated | |
| | | June 30, 2009 | | | March 31, 2009 | | | June 30, 2009 | | | March 31, 2009 | |
Liabilities and shareholders’ equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Loans and financing | Note 13 | | | 504,744 | | | | 1,419,451 | | | | 1,127,356 | | | | 1,449,504 | |
Derivative financial instruments | | | | 97,977 | | | | 66,895 | | | | 98,855 | | | | 66,895 | |
Trade accounts payable | | | | 131,945 | | | | 92,874 | | | | 662,751 | | | | 456,116 | |
Salaries payable | | | | 52,609 | | | | 29,713 | | | | 152,303 | | | | 93,156 | |
Taxes and social contributions payable | Note 11 | | | 41,276 | | | | 36,076 | | | | 189,792 | | | | 168,596 | |
Related parties | Note 7 | | | 112,602 | | | | 26,801 | | | | 4,475 | | | | 5,169 | |
Other liabilities | | | | 28,504 | | | | 39,203 | | | | 134,142 | | | | 85,794 | |
Total current liabilities | | | | 969,657 | | | | 1,711,013 | | | | 2,369,674 | | | | 2,325,230 | |
| | | | | | | | | | | | | | | | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | |
Loans and financing | Note 13 | | | 1,947,733 | | | | 1,237,766 | | | | 4,091,447 | | | | 2,885,456 | |
Taxes and social contributions payable | Note 11 | | | 54,016 | | | | 55,410 | | | | 335,510 | | | | 328,760 | |
Related parties | Note 7 | | | 719,151 | | | | 853,151 | | | | 341,530 | | | | 405,160 | |
Provision for judicial demands | Note 14 | | | 239,900 | | | | 236,633 | | | | 1,135,460 | | | | 1,105,899 | |
Actuarial liability | | | | - | | | | - | | | | 60,971 | | | | 60,378 | |
Other liabilities | | | | 37,760 | | | | 38,978 | | | | 169,224 | | | | 139,884 | |
Total noncurrent liabilities | | | | 2,998,560 | | | | 2,421,938 | | | | 6,034,142 | | | | 4,925,537 | |
| | | | | | | | | | | | | | | | | |
Minority shareholders’ interest | | | | - | | | | - | | | | 29,850 | | | | 30,879 | |
| | | | | | | | | | | | | | | | | |
Shareholders’ equity | Note 15 | | | | | | | | | | | | | | | | |
Capital | | | | 4,153,942 | | | | 3,819,770 | | | | 4,153,942 | | | | 3,819,770 | |
Treasury stock | | | | (4,186 | ) | | | (4,186 | ) | | | (4,186 | ) | | | (4,186 | ) |
Recognized granted shares | | | | 49,320 | | | | 45,841 | | | | 49,320 | | | | 45,841 | |
Accumulated losses | | | | (158,409 | ) | | | (495,678 | ) | | | (158,409 | ) | | | (495,678 | ) |
Total shareholders’ equity | | | | 4,040,667 | | | | 3,365,747 | | | | 4,040,667 | | | | 3.365,747 | |
Total liabilities and shareholders’ equity | | | | 8,008,884 | | | | 7,498,698 | | | | 12,574,333 | | | | 10,647,393 | |
See accompanying notes.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Unaudited statements of operations
Three-month periods ended June 30, 2009 and July 31, 2008
(In thousands of reais, except for the earnings (loss) per share)
| | | Parent Company | | | Consolidated | |
| | | June 30, 2009 | | | July 31, 2008 | | | June 30, 2009 | | | July 31, 2008 | |
Gross operating revenue | | | | | | | | | | | | | |
Sales of goods and services | | | | 665,996 | | | | 359,764 | | | | 3,843,505 | | | | 692,669 | |
Taxes and sales deductions | | | | (36,728 | ) | | | (24,619 | ) | | | (277,402 | ) | | | (53,079 | ) |
Net operating revenue | | | | 629,268 | | | | 335,145 | | | | 3,566,103 | | | | 639,590 | |
| | | | | | | | | | | | | | | | | |
Cost of goods sold and services rendered | | | | (542,670 | ) | | | (331,192 | ) | | | (3,198,418 | ) | | | (626,027 | ) |
| | | | | | | | | | | | | | | | | |
Gross profit | | | | 86,598 | | | | 3,953 | | | | 367,685 | | | | 13,563 | |
| | | | | | | | | | | | | | | | | |
Operating income (expenses) | | | | | | | | | | | | | | | | | |
Selling expenses | | | | (47,468 | ) | | | (35,155 | ) | | | (209,570 | ) | | | (85,708 | ) |
General and administrative expenses | | | | (43,147 | ) | | | (35,207 | ) | | | (87,974 | ) | | | (58,276 | ) |
Management fees | Note 16 | | | (1,311 | ) | | | (1,452 | ) | | | (1,311 | ) | | | (1,452 | ) |
Financial income (expenses), net | Note 17 | | | 343,309 | | | | 137,270 | | | | 433,433 | | | | 86,937 | |
Earnings (losses) on equity investments | Note 8 | | | 108,992 | | | | (89,882 | ) | | | (3,554 | ) | | | 160 | |
Goodwill amortization | | | | - | | | | (16,489 | ) | | | - | | | | (40,385 | ) |
Realization of goodwill on sale | | | | - | | | | - | | | | (85,589 | ) | | | - | |
Other operating income (expenses), net | | | | 3,615 | | | | 549 | | | | 72,484 | | | | 3,864 | |
| | | | 363,990 | | | | (40,366 | ) | | | 122,869 | | | | (99,362 | ) |
| | | | | | | | | | | | | | | | | |
Income (loss) before income and social contribution taxes | | | | 450,588 | | | | (36,413 | ) | | | 485,604 | | | | (81,297 | ) |
| | | | | | | | | | | | | | | | | |
Income and social contribution taxes | Note 12.a | | | (113,319 | ) | | | (21,730 | ) | | | (157,899 | ) | | | 22,404 | |
| | | | | | | | | | | | | | | | | |
Minority shareholders’ interest | | | | - | | | | - | | | | 9,564 | | | | 750 | |
| | | | | | | | | | | | | | | | | |
Net income (loss) for the period | | | | 337,269 | | | | (58,143 | ) | | | 337,269 | | | | (58,143 | ) |
Earnings (loss) per share – in Reais | | | | 0.91 | | | | (0.21 | ) | | | | | | | | |
See accompanying notes.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Unaudited statements of cash flows – indirect method
Three-month periods ended June 30, 2009 and July 31, 2008
(In thousands of reais)
| | Parent Company | | | Consolidated | |
| | June 30, 2009 | | | July 31, 2008 | | | June 30, 2009 | | | July 31, 2008 | |
Cash flows from operating activities | | | | | | | | | | | | |
Net income (loss) for the period | | | 337,269 | | | | (58,143 | ) | | | 337,269 | | | | (58,143 | ) |
Adjustments to reconcile net income (loss) for the period to cash used in operating activities | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 62,557 | | | | 66,463 | | | | 169,917 | | | | 157,226 | |
Losses (earnings) on equity investments | | | (108,992 | ) | | | 89,882 | | | | 3,554 | | | | (160 | ) |
Net book value of permanent assets disposed of | | | (259 | ) | | | 870 | | | | (103,168 | ) | | | 1,161 | |
Goodwill amortization | | | - | | | | 16,489 | | | | - | | | | 40,385 | |
Realization of goodwill on sale | | | - | | | | - | | | | 85,589 | | | | - | |
Deferred income and social contribution taxes | | | 113,319 | | | | 8,052 | | | | 134,587 | | | | (36,081 | ) |
Set-up (reversal) of provision for legal claims, net | | | 592 | | | | 2,112 | | | | 2,890 | | | | 10,629 | |
Minority interest | | | - | | | | - | | | | (9,564 | ) | | | (750 | ) |
Interest, monetary and exchange variation, net | | | (243,609 | ) | | | (75,005 | ) | | | (287,809 | ) | | | (26,222 | ) |
Others | | | (1,623 | ) | | | (4,583 | ) | | | 5,207 | | | | (6,022 | ) |
Variation in assets and liabilities | | | | | | | | | | | | | | | | |
Trade accounts receivables | | | (23,041 | ) | | | (3,487 | ) | | | 110,345 | | | | 90,479 | |
Inventories | | | 37,336 | | | | (125,889 | ) | | | 172,567 | | | | (327,316 | ) |
Recoverable taxes | | | (8,392 | ) | | | 12,742 | | | | 10,394 | | | | 8,457 | |
Advances to suppliers | | | (23,019 | ) | | | (20,047 | ) | | | (75,730 | ) | | | (37,036 | ) |
Trade accounts payables | | | 39,071 | | | | 77,333 | | | | 46,966 | | | | 140,577 | |
Salaries payable | | | 22,896 | | | | 17,301 | | | | 41,354 | | | | 38,264 | |
Taxes and social contributions payables | | | 3,252 | | | | (5,292 | ) | | | (57,123 | ) | | | (13,063 | ) |
Derivative financial instruments | | | (62,534 | ) | | | (30,635 | ) | | | (60,035 | ) | | | (30,635 | ) |
Other assets and liabilities, net | | | (4,240 | ) | | | (5,712 | ) | | | 7,011 | | | | 823 | |
Net cash provided by (used in) operating activities | | | 140,583 | | | | (37,549 | ) | | | 534,221 | | | | (47,427 | ) |
Cash flows from investments activities | | | | | | | | | | | | | | | | |
Application in investments | | | (3,900 | ) | | | (45,405 | ) | | | 58,539 | | | | (3,753 | ) |
Cash received on sale of investment | | | - | | | | - | | | | 117,731 | | | | 1,639 | |
Application in property, plant and equipment | | | (55,138 | ) | | | (50,268 | ) | | | (420,618 | ) | | | (264,823 | ) |
Others | | | 294 | | | | 459 | | | | - | | | | 3,004 | |
Net cash used in investments activities | | | (58,744 | ) | | | (95,214 | ) | | | (244,348 | ) | | | (263,933 | ) |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Unaudited statements of cash flows – indirect method (Continued)
Three-month periods ended June 30, 2009 and July 31, 2008
(In thousands of reais)
| | Parent Company | | | Consolidated | |
| | June 30, 2009 | | | July 31, 2008 | | | June 30, 2009 | | | July 31, 2008 | |
Cash flows from financial activities | | | | | | | | | | | | |
Loans and financing | | | 2,684 | | | | 551 | | | | 172,899 | | | | 2,968 | |
Amortization of principal and interest on loans and financing, advances from customers | | | (61,417 | ) | | | (39,750 | ) | | | (127,849 | ) | | | (67,769 | ) |
Related parties | | | (103,925 | ) | | | (239,118 | ) | | | (121,359 | ) | | | - | |
Other | | | | | | | - | | | | | | | | - | |
Net cash provide by financing activities | | | (162,658 | ) | | | (278,317 | ) | | | (76,309 | ) | | | (64,801 | ) |
Net cash increase (decrease) in cash and cash equivalents | | | (80,819 | ) | | | (411,080 | ) | | | 213,564 | | | | (376,161 | ) |
Cash and cash equivalents at the beginning of the period | | | 388,726 | | | | 925,157 | | | | 719,356 | | | | 1,010,088 | |
Cash and cash equivalents at the end of the period | | | 307,907 | | | | 514,077 | | | | 932,920 | | | | 633,927 | |
See accompanying notes.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Unaudited statement of changes in shareholders’ equity
Three-month periods ended June 30, 2009
(In thousands of reais)
| | Capital | | | Treasury shares | | | Recognized granted shares | | | Accumulated losses | | | Total | |
Balances as of March 31, 2009 | | | 3,819,770 | | | | (4,186 | ) | | | 45,841 | | | | (495,678 | ) | | | 3,365,747 | |
| | | | | | | | | | | | | | | | | | | | |
Capital increase | | | 334,172 | | | | - | | | | - | | | | - | | | | 334,172 | |
Recognized granted shares | | | - | | | | - | | | | 3,479 | | | | - | | | | 3,479 | |
Net income for the period | | | - | | | | - | | | | - | | | | 337,269 | | | | 337,269 | |
| | | | | | | | | | | | | | | | | | | | |
Balances as of June 30, 2009 | | | 4,153,942 | | | | (4,186 | ) | | | 49,320 | | | | (158,409 | ) | | | 4,040,667 | |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
The primary activity of Cosan S.A. Indústria e Comércio (“Company” or “Cosan”), with principal place of business in the city of Piracicaba, São Paulo, and its subsidiaries is the manufacturing and trading of sugar, ethanol and co-generation of electricity from sugarcane both of their own plantations and third parties. The Company has 23 producing units, all located in the São Paulo State, with a nominal capacity of milling 60 million tons of sugarcane per year, producing varied qualities of raw and refined sugar, anhydrous and hydrated ethanol. The Company activities are also linked with those of its subsidiary Cosan Operadora Portuária S.A. and affiliate TEAS - Terminal Exportador de Álcool de Santos S.A., which consist mainly in the Company’s logistic support to export of sugar and ethanol.
The Company, through its subsidiary Cosan Combustíveis e Lubrificantes S.A. (“Cosan CL”), operates in 40 fuel distribution bases in Brazil and ranks as one of the four biggest fuel distributors in Brazil, with a distribution network of nearly 1,500 gas stations across Brazil, which sell 5 billion liters of fuels, 160 million cubic meters of NGV and 127 thousand cubic meters of lubricants. Accordingly, the Company expanded its business model and became the first integrated renewable energy company, acting from the plantation of sugar cane to the distribution and retail sale of fuels.
In the Annual and Special Meeting held on August 29, 2008, the Company’s shareholders changed year end to March 31 of each year. As a consequence, the statements of operations and of cash flows for the quarter of the previous year relate to the quarter ended July 31, 2008, and not to June 30, 2008, as shown in items 01.05, 03.01, 03.02, 04.00, 09.01, 09.02, 10.00, 22.01.01 and 22.01.02 of this quarterly information, therefore, are not comparable to those of the current quarter ended June 30, 2009. Also, the quarter ended June 30, 2009 presents three-month results of subsidiary Cosan CL and one-month results of subsidiary Nova América S.A. – Agroenergia, which were acquired by the Company on December 1, 2008 and on June 18, 2009 (Note 8), respectively.
During the three-month period ended June 30, 2009, the Company and its subsidiaries carried out a number of corporate operations, the main of which being the association among the groups Cosan and Rezende Barbosa, which details are described in Notes 8 and 15 hereto.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
2. | Basis of preparation and presentation of the quarterly information |
The Company’s quarterly information for the period ended June 30, 2009 were prepared based on the accounting practices adopted in Brazil and on the rules issued by the Brazilian Securities and Exchange Commission (“CVM”), observing the accounting guidelines set forth in corporation law (Law Nº 6404/76) which include the new provisions established, amended and repealed by Law Nº 11638, of December 28, 2007 (“Law 11638/07”) and by Law Nº 11941, of May 27, 2009 (“Law 11941/09”).
The accounting practices adopted in Brazil were amended during 2008 and the effects of their first-time adoption were recorded by the Company during the fourth quarter of 2008 and disclosed in the financial statements of March 31, 2009. The quarterly information for the quarter ended July 31, 2008, presented in conjunction with the quarterly information for the three-month period ended June 30, 2009, was not adjusted for comparison purposes, as allowed by CVM/SNC/SEP Official Memorandum Nº 02/2009. On July 31, 2008, the impacts of these new accounting practices on the results for the period are as follows:
| | Parent Company and Consolidated | |
Balances before the amendments from Laws No. 11638/07 and 11941/08 | | | (58,143 | ) |
Recognized granted options – CPC 10 | | | (3,646 | ) |
Lease operations – CPC 06 | | | 1,726 | |
Derivative financial instruments – CPC 14 | | | (51,160 | ) |
Deferred income tax and social contribution on temporary adjustments | | | 16,808 | |
| | | (36,272 | ) |
Balances adjusted through application of Laws No. 11638/07 and 11941/08 | | | (94,415 | ) |
The quarterly information for the parent company and consolidated, including accompanying notes, except as otherwise stated, are presented in thousands of reais.
The results for the three-month period ended June 30, 2009 are not necessarily an indication of results that may be expected for the year ending March 31, 2010.
Non-financial information presented in these financial statements was not reviewed by independent auditors.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
3. Summary of significant accounting practices
The quarterly information was prepared according to principles, practices and criteria consistent with those adopted when preparing the financial statements for March 31, 2009 and should be read in conjunction therewith.
Consolidation of quarterly information
The consolidated quarterly information was prepared in accordance with the basic principles of consolidation. The consolidation process includes the following principal procedures:
| a) | Intercompany assets and liabilities are eliminated; |
| b) | Equity investments in subsidiaries, proportionate to the parent company interest in the shareholders’ equity of subsidiaries, are eliminated; |
| c) | Intercompany revenues and expenses are eliminated; and |
| d) | Significant unearned intercompany income is eliminated, when relevant. |
The financial year adopted by the companies included in the consolidation coincides with that of the Company and accounting policies were consistently applied in the consolidated companies, in line with those used on March 31, 2009.
The main consolidated companies are listed below:
| | Direct and indirect interest as of | |
| | June 30, 2009 | | | March 31, 2009 | |
Administração de Participações Aguassanta Ltda. | | | 91.5 | % | | | 91.5 | % |
Usina da Barra S.A. Açúcar e Álcool | | | 99.6 | % | | | 99.6 | % |
Águas da Ponte Alta S.A. | | | 99.6 | % | | | 99.6 | % |
Vale da Ponte Alta S.A. | | | 99.6 | % | | | 99.6 | % |
Agrícola Ponte Alta S.A. | | | 99.6 | % | | | 99.6 | % |
Cosan Centroeste S.A. Açúcar e Álcool | | | 99.6 | % | | | 99.6 | % |
Barra Bioenergia S.A. | | | 99.6 | % | | | 99.6 | % |
DaBarra Alimentos Ltda. | | | 99.6 | % | | | 99.6 | % |
Bonfim Nova Tamoio – BNT Agrícola Ltda. | | | 99.6 | % | | | 99.6 | % |
Benálcool Açúcar e Álcool S.A. | | | 99.6 | % | | | 99.6 | % |
Barrapar Participações Ltda. | | | 99.6 | % | | | 99.6 | % |
Aliança Indústria e Comercio de açúcar e Álcool S.A. | | | 99.6 | % | | | 99.6 | % |
Cosan Distribuidora de Combustíveis Ltda. | | | 99.9 | % | | | 99.9 | % |
Cosan S.A. Bioenergia | | | 100.0 | % | | | 100.0 | % |
Cosan International Universal Corporation | | | 100.0 | % | | | 100.0 | % |
Cosan Finance Limited | | | 100.0 | % | | | 100.0 | % |
Grançucar S.A. Refinadora de Açúcar | | | 100.0 | % | | | 100.0 | % |
Cosanpar Participações S.A. (1) | | | - | | | | 100.0 | % |
Cosan Combustíveis e Lubrificantes S.A. (1) | | | 100.0 | % | | | - | |
Copsapar Participações S.A. (2) | | | 90.0 | % | | | 90.0 | % |
Novo Rumo Logística S.A. (3) | | | 92.9 | % | | | - | |
Rumo Logística S.A. (3) | | | 92.9 | % | | | - | |
Cosan Operadora Portuária S.A. (3) | | | 92.9 | % | | | 90.0 | % |
Teaçú Armazéns Gerais S.A. (3) | | | 92.9 | % | | | - | |
Nova América S.A. – Agroenergia (3) | | | 100.0 | % | | | - | |
| (1) | On June 23, 2009 Cosan CL incorporated its parent company Cosanpar Participações S.A. (Note 8); |
| (2) | Parent company of Novo Rumo Logística S.A., which holds an indirect control in the port terminals of Cosan Portuária and Teaçu (Note 8); and |
| (3) | Companies included in the association process with Grupo Rezende Barbosa (Notes 8 and 15). |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
4. | Cash and cash equivalents |
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Cash | | | 147 | | | | 40 | | | | 260 | | | | 125 | |
“Overnight” investments | | | - | | | | - | | | | 56,697 | | | | 67,137 | |
Bank checking accounts | | | 12,313 | | | | 44,081 | | | | 42,692 | | | | 74,586 | |
Amounts pending foreign exchange closing | | | 43,264 | | | | 46,776 | | | | 61,843 | | | | 48,969 | |
Marketable securities | | | 252,183 | | | | 297,829 | | | | 771,428 | | | | 528,539 | |
| | | 307,907 | | | | 388,726 | | | | 932,920 | | | | 719,356 | |
The balance of Overnight investments refers to financial investments in US dollars made with highly-rated banks, are remunerated according to the Federal Funds rate and may be promptly redeemed.
Amounts pending foreign exchange closing refer to receipts of funds in foreign currency from customers located abroad, whose foreign exchange closing with the applicable financial institutions had not occurred as of the balance sheet date.
The balances of Marketable Securities correspond to investments in Bank Deposit Certificates – CDB, allowing immediate redemption, are made with highly-rated banks and accrue in average 101.5% of the Interbank Deposit Certificate - CDI.
5. Trade accounts receivable7
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Domestic | | | 30,969 | | | | 39,125 | | | | 506,824 | | | | 485,518 | |
International | | | 90,322 | | | | 74,066 | | | | 137,235 | | | | 162,822 | |
(-) Allowance for doubtful accounts | | | (776 | ) | | | (776 | ) | | | (58,423 | ) | | | (49,177 | ) |
| | | 120,515 | | | | 112,415 | | | | 585,636 | | | | 599,163 | |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Finished goods: | | | | | | | | | | | | |
Sugar | | | 79,740 | | | | 56,328 | | | | 271,875 | | | | 109,265 | |
Ethanol | | | 49,104 | | | | 78,661 | | | | 148,573 | | | | 200,980 | |
Fuels and lubricants | | | - | | | | - | | | | 224,475 | | | | 274,430 | |
Harvest costs | | | 129,114 | | | | 158,450 | | | | 333,174 | | | | 386,529 | |
Supplies and other | | | 67,517 | | | | 57,907 | | | | 201,221 | | | | 158,083 | |
Provision for inventory realization and obsolescence | | | (11,183 | ) | | | (9,856 | ) | | | (29,395 | ) | | | (23,102 | ) |
| | | 314,292 | | | | 341,490 | | | | 1,149,923 | | | | 1,106,185 | |
| | Current Assets | |
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Usina da Barra S.A. Açúcar e Álcool | | | 191,518 | | | | 78,026 | | | | - | | | | - | |
Nova América S.A. – Agroenergia | | | 159,775 | | | | 30,382 | | | | - | | | | 30,382 | |
Rezende Barbosa S.A. Administração e Participações | | | - | | | | - | | | | 160,529 | | | | - | |
Cosanpar Participações S.A. (1) | | | - | | | | 33,013 | | | | - | | | | - | |
Cosan Combustíveis e Lubrificantes S.A. | | | - | | | | 37,580 | | | | - | | | | - | |
Vertical UK LLP | | | 10,306 | | | | 13,404 | | | | 14,965 | | | | 26,850 | |
Others | | | 10,114 | | | | 3,914 | | | | 13,794 | | | | - | |
| | | 371,713 | | | | 196,319 | | | | 189,288 | | | | 57,232 | |
Current | | | (371,713 | ) | | | (196,319 | ) | | | (36,121 | ) | | | (57,232 | ) |
Noncurrent | | | - | | | | - | | | | 153,167 | | | | - | |
(1) Company merged into Cosan Combustíveis e Lubrificantes S.A. (Note 8).
| | Liabilities | |
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Cosan Finance Limited | | | 751,139 | | | | 872,128 | | | | - | | | | - | |
Cosan Limited | | | - | | | | - | | | | 342,064 | | | | 410,329 | |
Cosan Combustíveis e Lubrificantes S.A. | | | 52,543 | | | | | | | | - | | | | | |
Others | | | 28,071 | | | | 7,824 | | | | 3,941 | | | | 4,458 | |
| | | 831,753 | | | | 879,952 | | | | 346,005 | | | | 410,329 | |
Current | | | (112,602 | ) | | | (26,801 | ) | | | (4,475 | ) | | | (5,169 | ) |
Noncurrent | | | 719,151 | | | | 853,151 | | | | 341,530 | | | | 405,160 | |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
7. | Related parties (Continued) |
| | Parent Company | | | Consolidated | |
| | 04/01/09 to 06/30/09 | | | 05/01/08 to 07/31/08 | | | 04/01/09 to 06/30/09 | | | 05/01/08 to 07/31/08 | |
Transactions involving assets | | | | | | | | | | | | |
Remittance of financial resources. Net of receipts and credit assignments | | | 275,819 | | | | 216,917 | | | | (75,685 | ) | | | (58,592 | ) |
Sale of finished goods and services (1) | | | 41,417 | | | | 38,196 | | | | 286,858 | | | | 103,821 | |
Purchase of finished goods and services (1) | | | (174,610 | ) | | | (45,099 | ) | | | (286,858 | ) | | | (103,821 | ) |
Sale of finished goods and services to related parties | | | 30,991 | | | | 23,178 | | | | 69,059 | | | | 43,402 | |
Addition by incorporation | | | - | | | | - | | | | 138,682 | | | | - | |
Financial income | | | 1,777 | | | | 18,295 | | | | - | | | | - | |
| | | 175,394 | | | | 251,487 | | | | 132,056 | | | | (15,190 | ) |
Transactions involving liabilities | | | | | | | | | | | | | | | | |
Proceeds received as financial resources, net of payments | | | 72,790 | | | | - | | | | (3,532 | ) | | | (667 | ) |
Proceedings from Parent Company | | | - | | | | - | | | | - | | | | - | |
Financial expenses (income) | | | (120,989 | ) | | | (30,742 | ) | | | (60,275 | ) | | | - | |
| | | (48,199 | ) | | | (30,742 | ) | | | (64,324 | ) | | | (667 | ) |
| (1) | It consists of operations carried out between Cosan’s direct and indirect subsidiaries included in the consolidation. |
The purchase and sale transactions are carried out at prices and under conditions similar to those existing in the market.
The amount receivable at March 31, 2009 refers to funds remitted to indirect subsidiary Cosan Centroeste S.A. on behalf of Usina da Barra, which are not subject to interest.
The amount receivable from Nova América S.A. – Agroenergia refers to an intercompany loan subject to interest equivalent to 100% of CDI.
The receivable from Rezende Barbosa S.A. Administração e Participações is related to credits assumed by Rezende Barbosa, in connection with the acquisition of Nova América and intercompany loans at the interest rate equivalent to 100% of CDI.
The amount receivable from the affiliate Vertical UK LLP, located in British Virgin Islands, refers to ethanol trading, whith average maturity date of 30 days.
The payable to Cosan CL in March 31, 2009 consists mainly to fund remitted to Cosan, with no interest thereon.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
7. | Related parties (Continued) |
The balance payable to Cosan Finance Limited refers to future sugar export prepayment loan agreements to be settled in 2014, 2015 and 2016, which are subject to the US dollar exchange variation and Libor annual interest rate, plus spread from 4.75% to 4.85% per year.
The payable to Cosan Limited relates to Floating Rate Notes issued by Cosan CL., equivalent to US$175,000, to fall due in 2018. Such balance bears variable interest equivalent to the quarterly Libor rate plus interest of 2.8% p.a., quarterly paid.
At June 30, 2009, the Company and its subsidiary Usina da Barra were lessees of approximately 35,000 hectares of related companies land ((information not reviewed) under the same control as Cosan and its affiliate Radar Propriedades Agrícolas S.A., which is controlled by another shareholder. These operations are carried out under conditions and prices similar to those prevailing in the market, calculated based on sugarcane tons per hectare, valued in accordance with the price established by CONSECANA.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
| | Parent Company | |
| | Investee | | | Investor | |
| | Equity | | | Profit (loss) of the period | | | Interest % | | | Investments | | | Earnings (losses) on equity investments | |
| | 06/30/09 | | | 04/01/09 to 06/30/09 | | | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | | | 04/01/08 to 06/30/09 | | | 05/01/08 to 07/31/08 | |
Administração de Participações Aguassanta Ltda. | | | 127,597 | | | | 1,257 | | | | 91.5 | | | | 91.5 | | | | 116,749 | | | | 115,599 | | | | 1,150 | | | | (9,329 | ) |
Usina da Barra S.A. Açúcar e Álcool | | | 2,605,610 | | | | 25,762 | | | | 95.1 | | | | 95.1 | | | | 2,477,336 | | | | 2,452,843 | | | | 24,493 | | | | (91,164 | ) |
Copsapar Participações S.A. | | | 184,839 | | | | (13,081 | ) | | | 90.0 | | | | 90.0 | | | | 166,355 | | | | 176,030 | | | | (11,773 | ) | | | - | |
Novo Rumo Logística S.A. (3) | | | 258,696 | | | | (30,159 | ) | | | 28.8 | | | | - | | | | 74,556 | | | | - | | | | (324 | ) | | | - | |
TEAS - Terminal Exportador de Álcool de Santos S.A. | | | 46,821 | | | | 393 | | | | 40.0 | | | | 32.0 | | | | 18,728 | | | | 14,747 | | | | 114 | | | | 160 | |
Cosan S.A. Bioenergia | | | 138,251 | | | | 1,963 | | | | 100.0 | | | | 100.0 | | | | 138,251 | | | | 136,288 | | | | 1,963 | | | | - | |
Radar Propriedades Agrícolas S.A. | | | 743,303 | | | | 6,774 | | | | 18.9 | | | | 18.9 | | | | 140,625 | | | | 139,343 | | | | 1,282 | | | | - | |
Cosan International Universal Corporation | | | 11,277 | | | | (1,968 | ) | | | 100.0 | | | | 100.0 | | | | 11,277 | | | | 13,245 | | | | 118 | | | | 4,777 | |
Cosan Finance Limited | | | 25,455 | | | | (3,424 | ) | | | 100.0 | | | | 100.0 | | | | 25,455 | | | | 28,879 | | | | 1,167 | | | | 4,248 | |
Cosanpar Participações S.A. (2) | | | - | | | | - | | | | - | | | | 100.0 | | | | - | | | | 1,686,121 | | | | 72,212 | | | | - | |
Cosan Combustíveis e Lubrificantes S.A. | | | 1,780,226 | | | | 94,139 | | | | 100.0 | | | | - | | | | 1,780,226 | | | | - | | | | 21,893 | | | | - | |
Rezende Barbosa S.A. Administração e Participações (1) | | | 245,701 | | | | 1,651 | | | | 100.0 | | | | - | | | | 245,701 | | | | - | | | | 1,651 | | | | - | |
Other | | | - | | | | - | | | | - | | | | - | | | | 20,883 | | | | 25,837 | | | | (4,954 | ) | | | 1,426 | |
| | | | | | | | | | | | | | | | | | | 5,216 | | | | 4,788,932 | | | | 108,992 | | | | (89,882 | ) |
(1) | One-month result for the period ended June 30, 2009; |
(2) | Company merged into Cosan CL; and, |
(3) | Equity interest acquired through incorporation of Curupay. |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
8. | Investments (Continued) |
| | Parent Company | | | Consolidated | |
Opening balances | | | 4,788,932 | | | | 278,209 | |
Earnings (losses) on equity investments | | | 108,992 | | | | (3,554 | ) |
Acquisition of investments | | | 4,000 | | | | 4,000 | |
Acquisition through merger | | | 334,072 | | | | 2,769 | |
Write-off of advance for acquisition of investment | | | - | | | | (100,000 | ) |
Premium on merger of shares | | | (18,194 | ) | | | - | |
Currency translation adjustment and others | | | (6,677 | ) | | | - | |
Other | | | 5,017 | | | | (133 | ) |
Closing balances | | | 5,216,142 | | | | 181,291 | |
Business combination with Grupo Rezende Barbosa
According to the shareholders’ agreement executed on April 9, 2008, the port concessions and assets for sugar export owned by the Company and by Rezende Barbosa S.A. Administração e Participações (“Rezende Barbosa”) were concentrated on Novo Rumo Logística S.A. (“Novo Rumo”), which is indirectly controlled by the Company.
On April 10, 2009 the Company and Rezende Barbosa, parent company of Grupo Nova América integrated the port terminals of Cosan and Teaçu Armazéns Gerais S.A. (“Teaçu”), a subsidiary of Rezende Barbosa. As a consequence of this operation, which involved the payment of R$121,331 and the issuance of shares of Novo Rumo, the Company acquired 100% of Teaçu, becoming the indirect holder of a 64.06% interest of Rumo, and 28.82% remained held by Rezende Barbosa. This operation resulted in a R$66,968 goodwill classified as Intangible assets.
In addition, the capital reorganization resulted in a total net capital loss of R$31,190, recorded in results for the period as Other operating income (expenses), net.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
8. | Investments (Continued) |
b. Curupay Participações S.A.
In a Special General Meeting held on June 18, 2009 the Company’s shareholders approved the acquisition of Curupay S.A. Participações (“Curupay”), then a subsidiary of Rezende Barbosa, through the issuance of 44,300,389 common shares for R$334,172.
Beginning that date, the Company incorporated in its net asset the Curupay’s investments, comprising (i) 28.82% interest in Novo Rumo, (ii) 100% direct interest in Nova América S.A. Trading, and (iii) 100% direct and indirect interest in Nova América S.A. Agroenergia (“Nova América”) and subsidiaries. As a consequence of this transaction, the Company increased to 92.88% its direct and indirect interest in Novo Rumo, generating R$3,052 of capital gain, recorded in the results for the period as Other operating income (expenses), net.
At the end of that operation, the Company recorded R$18,194 goodwill, arising from the equity variation between the date of net assets calculation at book value and the date of approval of Curupay’s merger by the Company shareholders on June 18, 2009.
For purposes of consolidation of Nova América and Nova América S.A. Trading, the opening balance taken into consideration was that of net assets adjusted to the Company’s accounting practices on June 1, 2009.
Sale of equity interest to Shell do Brasil Ltda. (“Shell”)
On June 17, 2009, Cosanpar sold to Shell its equity interest in Jacta Participações S.A. (“Jacta”), which concentrated the aviation fuel business, for R$115,601. As a result of this operation, Cosanpar fully wrote off the cost of R$22,504 and related goodwill of R$85,589, generating a R$7,508 net gain on this transaction, recorded in the results for the period as Other operating income (expenses), net and Realization of goodwill on sale, respectively.
Cosanpar’s Merger into Cosan CL
In a Special General Meeting held on June 23, 2009, the Cosan CL’s shareholders approved the merger of Cosanpar’s net assets for R$1,497,634. As a consequence, the Company became the owner of a 99.99986% interest in Cosan CL’s capital, comprised of 431,480 common shares, with no par value, totaling R$1,636,994.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
9. | Property, plant and equipment |
| | | | | Parent Company | |
| | | | | 06/30/09 | | | 03/31/09 | |
| | Average annual depreciation rates (%) | | | Cost | | | Accumulated depreciation/ amortization | | | Net | | | Net | |
Land and rural properties | | | - | | | | 59,591 | | | | - | | | | 59,591 | | | | 59,591 | |
Machinery, equipment and installations | | | 10.73 | | | | 468,728 | | | | (271,531 | ) | | | 197,197 | | | | 202,237 | |
Aircraft | | | 10.00 | | | | 13,395 | | | | (11,816 | ) | | | 1,579 | | | | 2,262 | |
Vehicles | | | 21.80 | | | | 63,764 | | | | (34,740 | ) | | | 29,024 | | | | 29,281 | |
Furniture, fixtures and computer equipment | | | 18.43 | | | | 69,973 | | | | (29,781 | ) | | | 40,192 | | | | 36,164 | |
Buildings and improvements | | | 4.00 | | | | 160,633 | | | | (28,878 | ) | | | 131,755 | | | | 128,043 | |
Construction in progress | | | - | | | | 65,773 | | | | - | | | | 65,773 | | | | 68,758 | |
Sugarcane planting costs | | | 20.00 | | | | 408,027 | | | | (187,201 | ) | | | 220,826 | | | | 223,874 | |
Parts and components to be periodically replaced | | | 100.00 | | | | 77,623 | | | | (26,745 | ) | | | 50,878 | | | | 65,524 | |
| | | | | | | 1,387,506 | | | | (590,692 | ) | | | 796,814 | | | | 815,734 | |
| | | | | Consolidated | |
| | | | | 06/30/09 | | | 03/31/09 | |
| | Average annual depreciation rates (%) | | | Cost | | | Accumulated depreciation/ amortization | | | Net | | | Net | |
Land and rural properties | | | - | | | | 206,526 | | | | - | | | | 206,526 | | | | 201,046 | |
Machinery, equipment and installations | | | 11.70 | | | | 2,613,053 | | | | (1,387,910 | ) | | | 1,225,143 | | | | 791,189 | |
Aircraft | | | 10.00 | | | | 14,131 | | | | (11,835 | ) | | | 2,296 | | | | 2,998 | |
Vehicles | | | 17.99 | | | | 215,520 | | | | (130,396 | ) | | | 85,124 | | | | 86,403 | |
Furniture, fixtures and computer equipment | | | 16.38 | | | | 195,309 | | | | (126,333 | ) | | | 68,976 | | | | 59,721 | |
Buildings and improvements | | | 4.00 | | | | 983,491 | | | | (286,690 | ) | | | 696,801 | | | | 458,491 | |
Construction in progress | | | - | | | | 1,208,480 | | | | - | | | | 1,208,480 | | | | 881,561 | |
Sugarcane planting costs | | | 20.00 | | | | 1,245,771 | | | | (556,430 | ) | | | 689,341 | | | | 659,158 | |
Parts and components to be periodically replaced | | | 100.00 | | | | 152,751 | | | | (10,019 | ) | | | 142,732 | | | | 146,641 | |
Advances for fixed asset purchases | | | - | | | | 176,403 | | | | - | | | | 176,403 | | | | 203,493 | |
Others | | | 5.88 | | | | 14,540 | | | | - | | | | 14,540 | | | | 3,246 | |
| | | | | | | 7,025,975 | | | | (2,509,613 | ) | | | 4,516,362 | | | | 3,493,947 | |
The consolidated balance of construction in progress and advances for fixed asset purchases corresponds, substantially, to investments in co-generation capacity, upgrading and expansion of industrial plants, expanding warehousing capacity, and advances for machinery and equipment purchases by electric power co-generation plants.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
Refers mainly to goodwill paid for expected future profitability, amortized on a straight-line basis over 5 to 10 years until March 31, 2009, as set forth in CPC Technical Pronouncement No. 13, approved by CVM Resolution Nº 565, of December 17, 2008. At June 30, 2009 and March 31, 2009, the balances are as follows:
| | Parent Company | |
| | June 30, 2009 | | | March 31, 2009 | |
| | Cost | | | Accumulated amortization | | | Net | | | Net | |
Goodwill on the acquisition of JVM Participações S.A. | | | 63,720 | | | | (53,100 | ) | | | 10,620 | | | | 10,620 | |
Goodwill on the acquisition of Grupo Mundial | | | 127,953 | | | | (40,518 | ) | | | 87,435 | | | | 87,435 | |
Goodwill on the payment of capital of Mundial | | | 21,142 | | | | (6,342 | ) | | | 14,800 | | | | 14,800 | |
Goodwill on the acquisition of Corona (ABC 125 and ABC 126) | | | 267,824 | | | | (84,811 | ) | | | 183,013 | | | | 183,013 | |
Goodwill on the acquisition of Usina Açucareira Bom Retiro S.A. | | | 115,165 | | | | (33,590 | ) | | | 81,575 | | | | 81,575 | |
Goodwill on the incorporation of Curupay (Novamérica) (nota 8) | | | 18,194 | | | | - | | | | 18,194 | | | | - | |
| | | 613,998 | | | | (218,361 | ) | | | 395,637 | | | | 377,443 | |
| | Consolidated | |
| | June 30, 2009 | | | March 31, 2009 | |
| | Cost | | | Accumulated amortization | | | Net | | | Net | |
Goodwill on the acquisition of JVM Participações S.A. | | | 63,720 | | | | (53,100 | ) | | | 10,620 | | | | 10,620 | |
Goodwill on the acquisition of Usina da Barra | | | 35,242 | | | | (34,684 | ) | | | 558 | | | | 558 | |
Goodwill on the constitution of FBA | | | 22,992 | | | | (18,585 | ) | | | 4,407 | | | | 4,407 | |
Goodwill on the acquisition of Univalem S.A. Açúcar e Álcool | | | 24,118 | | | | (19,100 | ) | | | 5,018 | | | | 5,018 | |
Goodwill on the acquisition of Grupo Destivale | | | 69,918 | | | | (27,424 | ) | | | 42,494 | | | | 42,494 | |
Goodwill on the acquisition of Grupo Mundial | | | 127,953 | | | | (40,518 | ) | | | 87,435 | | | | 87,435 | |
Goodwill on the payment of capital of Mundial | | | 21,142 | | | | (6,342 | ) | | | 14,800 | | | | 14,800 | |
Goodwill on the acquisition of Corona | | | 818,831 | | | | (255,815 | ) | | | 563,016 | | | | 563,016 | |
Goodwill on the acquisition of Usina Açucareira Bom Retiro S.A. | | | 115,165 | | | | (33,590 | ) | | | 81,575 | | | | 81,575 | |
Goodwill on the acquisition of Usina Santa Luiza | | | 47,053 | | | | (4,705 | ) | | | 42,348 | | | | 42,348 | |
Goodwill on the acquisition of Benálcool | | | 167,300 | | | | (18,053 | ) | | | 149,247 | | | | 149,247 | |
Goodwill on the acquisition of Aliança (1) | | | 1,860 | | | | - | | | | 1,860 | | | | 1,860 | |
Goodwill on the acquisition of Cosan CL (2) (3) | | | 1,464,181 | | | | (134,395 | ) | | | 1,329,786 | | | | 1,415,375 | |
Goodwill on the acquisition of Teaçú (2) (nota 8) | | | 66,968 | | | | - | | | | 66,968 | | | | - | |
Goodwill on the incorporation of Curupay (Novamérica) (nota 8) | | | 18,194 | | | | - | | | | 18,194 | | | | - | |
Goodwill on the acquisition of Açúcar União trade mark (4) | | | 74,832 | | | | (57,371 | ) | | | 17,461 | | | | - | |
Goodwill on the acquisition of Destilaria Paraguaçu (4) | | | 166,656 | | | | - | | | | 166,656 | | | | - | |
Goodwill on the subscription of shares of Nova América (4) | | | 121,893 | | | | - | | | | 121,893 | | | | - | |
| | | 3,428,018 | | | | (703,682 | ) | | | 2,724,336 | | | | 2,418,753 | |
| (1) | As mentioned in Note 8, on June 17, 2009 Cosanpar sold to Shell its equity interest in Jacta, fully realizing the R$85,589 goodwill on that investment. |
| (2) | Goodwill generated in the ports integration of groups Cosan and Rezende Barbosa, described in note 8. |
| (3) | As mentioned in Note 8, in the business combination between groups Cosan and Rezende Barbosa, through the incorporation of Curupay, the Company recorded a R$18,194 goodwill. |
| (4) | As mentioned in Note 8, goodwill incorporated on business combination. |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
11. | Taxes and social contributions payable |
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
ICMS – State VAT | | | 5,193 | | | | 5,566 | | | | 29,590 | | | | 24,847 | |
IPI | | | 57 | | | | 117 | | | | 24,571 | | | | 25,776 | |
INSS – Social Security | | | 7,578 | | | | 5,922 | | | | 22,824 | | | | 20,376 | |
PIS – Social Integration Program | | | 2,556 | | | | 2,826 | | | | 6,269 | | | | 6,113 | |
COFINS – Social Security Financing | | | 11,574 | | | | 12,808 | | | | 29,981 | | | | 23,492 | |
Tax Recovery Program – REFIS | | | - | | | | - | | | | 272,776 | | | | 273,507 | |
Special Tax Payment Program – PAES | | | 50,671 | | | | 50,906 | | | | 83,419 | | | | 69,813 | |
Income and social contribution taxes payable | | | 4,110 | | | | 8,216 | | | | 30,043 | | | | 41,099 | |
Other | | | 13,553 | | | | 5,125 | | | | 25,829 | | | | 12,333 | |
| | | 95,292 | | | | 91,486 | | | | 525,302 | | | | 497,356 | |
Current liabilities | | | (41,276 | ) | | | (36,076 | ) | | | (189,792 | ) | | | (168,596 | ) |
Noncurrent liabilities | | | 54,016 | | | | 55,410 | | | | 335,510 | | | | 328,760 | |
Noncurrent amounts will become due as follows:
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
13 to 24 months | | | 16,089 | | | | 16,143 | | | | 53,450 | | | | 44,549 | |
25 to 36 months | | | 15,583 | | | | 15,460 | | | | 52,524 | | | | 43,409 | |
37 to 48 months | | | 13,575 | | | | 14,704 | | | | 49,633 | | | | 42,644 | |
49 to 60 months | | | 4,184 | | | | 4,314 | | | | 32,615 | | | | 28,837 | |
61 to 72 months | | | 1,015 | | | | 1,005 | | | | 28,256 | | | | 24,067 | |
73 to 84 months | | | 1,015 | | | | 1,005 | | | | 27,726 | | | | 24,067 | |
85 to 96 months | | | 1,015 | | | | 1,005 | | | | 27,268 | | | | 24,067 | |
Above 97 months | | | 1,540 | | | | 1,774 | | | | 64,038 | | | | 97,120 | |
| | | 54,016 | | | | 55,410 | | | | 335,510 | | | | 328,760 | |
General considerations
The Company and its subsidiaries must comply with several conditions to continue benefiting from the installment payment programs mentioned above, particularly with the regular payment of the installments as required by law and of the taxes becoming due.
At March 31, 2009, the Company formally documented its option for the installment payment program (PAES) involving debts to the Brazilian IRS (SRF), as established in Law 11941/09 (previously issued as Provisional Measure 449/08). As determined in article 6 of Joint Ordinance PGFN/RFB No. 1, of March 10, 2009, this installment payment is subject to negotiation with regulatory agencies, which have not been regulated to date.
Under the self-assessment tax system adopted in Brazil, income tax returns filed may be audited by tax authorities for a period of five years from their filling.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
12. | Income and social contribution taxes |
a) Reconciliation of income and social contribution tax expenses:
| | Parent Company | | | Consolidated | |
| | 04/01/09 a 06/30/09 | | | 05/01/08 a 07/31/08 | | | 04/01/09 a 06/30/09 | | | 05/01/08 a 07/31/08 | |
Income (loss) before income and social contribution taxes | | | 450,588 | | | | (36,413 | ) | | | 485,604 | | | | (81,297 | ) |
Income and Social Contribution taxes at nominal rate (34%) | | | (153,200 | ) | | | 12,380 | | | | (165,105 | ) | | | 27,641 | |
Adjustments to calculate effective rate: | | | | | | | | | | | | | | | | |
Earnings (losses) on equity investments | | | 37,057 | | | | (30,560 | ) | | | (1,208 | ) | | | 54 | |
Non-deductible goodwill amortization | | | 4,992 | | | | (569 | ) | | | 11,653 | | | | (1,415 | ) |
Non-deductible donations and contributions | | | (388 | ) | | | (580 | ) | | | (489 | ) | | | (1,063 | ) |
Recognized granted shares | | | (1,183 | ) | | | - | | | | (1,183 | ) | | | - | |
Other | | | (597 | ) | | | (2,401 | ) | | | (1,567 | ) | | | (2,813 | ) |
Total current and deferred taxes | | | (113,319 | ) | | | (21,730 | ) | | | (157,899 | ) | | | 22,404 | |
Effective rate | | | 25.15 | % | | | - | | | | 32.52 | % | | | - | |
b) Deferred income and social contribution tax assets:
| | Parent Company | |
| | 06/30/09 | | | 03/31/09 | |
| | Base | | | IRPJ 25% | | | CSSL 9% | | | Total | | | Total | |
Provision for judicial demands and other temporary differences | | | 238,204 | | | | 59,551 | | | | 21,439 | | | | 80,990 | | | | 76,589 | |
Foreign exchange variation | | | (337,230 | ) | | | (84,307 | ) | | | (30,351 | ) | | | (114,658 | ) | | | - | |
Income tax losses | | | 461,912 | | | | 115,478 | | | | - | | | | 115,478 | | | | 117,730 | |
Social contribution tax losses | | | 462,013 | | | | - | | | | 41,581 | | | | 41,581 | | | | 42,391 | |
Deferred taxes - noncurrent assets | | | | | | | 90,722 | | | | 32,669 | | | | 123,391 | | | | 236,710 | |
| | Consolidated | |
| | 06/30/09 | | | 03/31/09 | |
| | Base | | | IRPJ 25% | | | CSSL 9% | | | Total | | | Total | |
Provision for judicial demands and other temporary differences | | | 1,383,231 | | | | 345,809 | | | | 124,491 | | | | 470,299 | | | | 457,098 | |
Foreign exchange variation | | | (337,230 | ) | | | (84,307 | ) | | | (30,351 | ) | | | (114,658 | ) | | | - | |
Income tax losses | | | 1,003,943 | | | | 250,986 | | | | - | | | | 250,986 | | | | 209,859 | |
Social contribution tax losses | | | 1,016,277 | | | | - | | | | 91,465 | | | | 91,465 | | | | 75,558 | |
Deferred taxes | | | | | | | 512,488 | | | | 185,605 | | | | 698,093 | | | | 742,515 | |
Current assets | | | | | | | | | | | | | | | (53,502 | ) | | | (42,471 | ) |
Noncurrent assets | | | | | | | | | | | | | | | 644,591 | | | | 700,044 | |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
12. | Income and social contribution taxes (Continued) |
b) Deferred income and social contribution tax assets: (Continued)
Deferred income and social contribution tax loss must be realized within 10 years, according to the Company’s and its subsidiaries’ expected profitability shown in financial projections prepared by management, which were examined by the Company’s supervisory board and submitted to the Board of Directors in the Annual General Shareholders Meeting for the year ended March 31, 2009.
Recovery of such tax credits is estimated to occur in the following years:
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
2011 | | | 1,130 | | | | 2,168 | | | | 30,832 | | | | 33,484 | |
2012 | | | 13,273 | | | | 25,462 | | | | 70,089 | | | | 76,119 | |
2013 | | | 28,094 | | | | 53,894 | | | | 119,995 | | | | 130,318 | |
2014 | | | 39,242 | | | | 75,281 | | | | 161,133 | | | | 174,995 | |
From 2015 to 2017 | | | 33,782 | | | | 64,806 | | | | 177,368 | | | | 192,627 | |
From 2018 to 2019 | | | 7,870 | | | | 15,099 | | | | 85,174 | | | | 92,501 | |
| | | 123,391 | | | | 236,710 | | | | 644,591 | | | | 700,044 | |
The tax credit recovery estimates were based on taxable profit projections, taking into consideration several financial and business assumptions on the balance sheet preparation date. During the quarter ended June 30, 2009, the estimated deadline for realization of deferred taxes did not change in relation to that disclosed in the financial statements at March 31, 2009.
In addition, the Company estimates to use part of the income and social contribution tax loss balances during the year ending March 31, 2010, as provided for in Law No 11941/09, to amortize fines and interest imposed on tax installments.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
| Financial charges (1) | | Parent company | | Consolidated | | | Collaterals (2) |
Purpose | Index | Annual average interest rate | 06/30/09 | 03/31/09 | 06/30/09 | 03/31/09 | Final maturity | 06/30/09 | 03/31/09 |
Senior Notes Due 2009 | Dollar (US) | 9.0% interest | 71,081 | 86,456 | 71,081 | 86,456 | November/2009 | - | - |
| | | | | | | | | |
Senior Notes Due 2017 | Dollar (US) | 7.0% interest | - | - | 803,257 | 936,704 | February/2017 | - | - |
| | | | | | | | | |
Perpetual bonuses | Dollar (US) | 8.3% interest | 888,570 | 1,054,119 | 888,570 | 1,054,119 | - | - | - |
IFC | Dollar (US) | 7.4% interest | 98,823 | 114,323 | 98,823 | 114,323 | January/2013 | Chattel mortgage | Chattel mortgage |
| | | | | | | | | |
Pre-shipment export finance (ACC) | Dollar (US) | 7.6% interest | 91,729 | 143,250 | 152,085 | 143,250 | August/2009 | - | - |
| | | | | | | | | |
Commercial promissory notes | DI – Interbank Deposits | 3.0% interest | 1,198,167 | 1,161,971 | 1,198,167 | 1,161,971 | November/2009 | Chattel mortgage | Chattel mortgage |
| | | | | | | | | |
Resolution No. 2471 | IGP-M Change in the price of corn | 4.0% interest 12.5% interest | 97,895 129 | 97,642 129 | 594,251 129 | 579,856 129 | December/2020 October/2025 | National Treasury Certificates and mortgage on land | National Treasury Certificates and mortgage on land |
| | | | | | | | | |
BNDES (3) | Long-term interest rate (TJLP) | 2.6% interest | - | - | 360,112 | 230,504 | January/2022 | Credit rights from energy sale agreements | Credit rights from energy sale agreements |
| | | | | | | | | |
Bank Credit Certificate (4) | DI – Interbank deposits | 3.9% interest | - | - | 216,806 | - | July/2009 | - | - |
| | | | | | | | | |
(Subordinated) debentures (4) | DI – Interbank deposits | 3.3% interest | - | - | 157,769 | - | August/2010 | - | - |
| | | | | | | | | |
Credit notes (4) | DI – Interbank deposits – dollar (US) | 2.4% interest 8.8% interest | - - | - - | 231,130 112,096 | - - | September/2011 January/2010 | - - | - - |
| | | | | | | | | |
Prepayments (4) | DI – Interbank deposits – dollar (US) | 0.6% interest 2.6% interest | - - | - - | 7,672 113,662 | - - | December/2011 November/2010 | - - | - - |
| | | | | | | | | |
Others | Sundry | Sundry | 23,482 | 21,084 | 247,392 | 70,000 | Sundry | Mortgage, inventories and chattel mortgage of financed assets | Mortgage, inventories and chattel mortgage of financed assets |
Expenses with placement of securities | | | (17,399) | (21,757) | (34,199) | (42,352) | - | - | - |
| | | 2,452,477 | 2,657,217 | 5,218,803 | 4,334,960 | | | |
Current | | | (504,744) | (1,419,451) | (1,127,356) | (1,449,504) | | | |
Non-current | | | 1,947,733 | 1,237,766 | 4,091,447 | 2,885,456 | | | |
(1) | Financial charges at June 30, 2009, except as otherwise stated; |
(2) | All loans and financing are backed by promissory notes and guarantees provided by the Company and its subsidiaries and by majority shareholders, plus the aforesaid security interest; |
(3) | It comprises funds raised by the subsidiary Cosan S.A. Bioenergia earmarked for the financing of co-generation projects; and, |
(4) | Debts from Nova América. |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
13. | Loans and financing (Continued) |
Noncurrent loans, deducted the transaction costs amortization, have the following scheduled maturities:
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
13 to 24 months | | | 899,822 | | | | 16,029 | | | | 1,289,822 | | | | 42,322 | |
25 to 36 months | | | 21,554 | | | | 23,401 | | | | 147,679 | | | | 49,799 | |
37 to 48 months | | | 50,827 | | | | 58,129 | | | | 111,508 | | | | 83,140 | |
49 to 60 months | | | 1,328 | | | | 2,058 | | | | 50,156 | | | | 23,882 | |
61 to 72 months | | | 8 | | | | 8 | | | | 44,476 | | | | 19,447 | |
73 to 84 months | | | 8 | | | | 8 | | | | 33,990 | | | | 16,676 | |
85 to 96 months | | | 8 | | | | 8 | | | | 814,795 | | | | 943,421 | |
Thereafter | | | 974,178 | | | | 1,138,125 | | | | 1,599,021 | | | | 1,706,769 | |
| | | 1,947,733 | | | | 1,237,766 | | | | 4,091,447 | | | | 2,885,456 | |
Resolution No. 2471
From 1998 to 2000, the Company and its subsidiaries renegotiated their debt related to agricultural funding with several financial institutions, thereby reducing their financial cost to annual interest rates below 10% and guaranteeing the amortization of the updated principal amount with the assignment and transfer of CTNs - Restricted Brazilian Treasury Bills redeemable on the debt maturity dates, using the tax incentive introduced by Resolution No. 2471, issued by the Central Bank of Brazil on February 26, 1998. On June 30, 2009, these certificates, classified as noncurrent assets, amounted to R$28,050 (R$27,356 at March 31, 2009), at the Company and R$184,698 (R$177,626 at March 31, 2009) at consolidated. Payments pursuant to such certificates are remunerated based on the IGP-M variation plus annual interest of 12%. Upon payment of the debt, the redemption value should be similar to the amount of the renegotiated debt. Interest referring to these financings is paid annually and principal is to be entirely settled in 2020 at the Company, and 2025 at consolidated.
Senior Notes due in 2017
On January 26, 2007, the wholly-owned subsidiary Cosan Finance Limited issued Senior Notes in the international capital markets under Rule 144A and Regulation S of the U.S. Securities Act of 1933, in the amount of US$400 million. These Senior Notes bear interest at a rate of 7% per annum, payable semi-annually in February and August of each year.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
13. | Loans and financing (Continued) |
Perpetual Notes
On January, 24 and February 10, 2006, the Company issued perpetual notes in the international market in accordance with Regulations S and Rule 144A, in the amount of US$450 million for qualified institutional investors. Perpetual notes are listed in the Luxemburg Stock Exchange - EURO MTF and bear interest of 8.25% per year, payable quarterly on the 15th of May, August, November and February of each year, beginning May 15, 2006. These notes may, at the discretion of the Company, be redeemed as from February 15, 2011 on any interest payment date, for their face value. Perpetual notes are secured by the Company and Usina da Barra.
Commercial Promissory Notes
On November 17, 2008, the Company issued 44 nominal promissory notes of a single series at the price of R$25,000 each, whose offering reached R$1,100,000. The nominal amount of promissory notes will not be updated. The promissory notes are subject to conventional interest consisting of the accumulated change in average daily rates of Interfinancial Deposits (DI), extra group overnight interbank deposit rate daily calculated and capitalized at a surcharge of 3% a.a., payable in a sole installment on November 12, 2009, together with the principal amount of promissory notes. The promissory notes are secured by: (i) guarantee of Mr. Rubens Ometto Silveira Mello; and (ii) chattel mortgage of shares of Cosan CL (current name of Essobrás).
On June 25, 2009 the Company contracted a reserve for line of credit named Stand-by Facility, thus being able to reset the date of maturity on November 12, 2009 for one more year as from that date, considering the management’s intention to pay R$314,500, the remaining balance of R$883,667 was reclassified to long term debt.
Debentures (subordinated)
On August 13, 2008 the controlled Nova América S.A. – Agroenergia issued 1 simple debenture, subordinated, nominative, book entry and non-convertible into shares, with nominal value at the issuance date of R$150,000, which was subscribed and fully-paid in August 21, 2008. The nominal value will be updated based on the variation of 100% of CDI, plus a 3,3% spread per year. Interest will be paid semi-annually from the issuance date. The nominal amount will be fully paid on August 15, 2010.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
13. | Loans and financing (Continued) |
Restrictive covenants in the loan and financing agreements
The Company and its subsidiaries are subject to certain restrictive covenants contained in loan and financing agreements, the most significant being: (i) limitation of transactions with shareholders and affiliates; (ii) limitation in payment of dividends and other payment restrictions which affect subsidiaries; and (iii) limitation of concession of warranty on assets.
Also, the Company and its subsidiaries are subject to certain restrictive covenants concerning financial indexes, determined during 2005, the most significant being as follows: (i) limitation of indebtedness by complying with current assets/current liabilities ratio equal or greater than 1.3; (ii) limitation of indebtedness by complying with the net debt ratio/EBITDA lower than 3.5 to 1; and (iii) limitation of indebtedness by complying with the long term debt/net assets lower than 1.3.
All restrictive covenants have been fully met or are in process of renegotiation by the Company and its subsidiaries.
Expenses with issuance of Notes
Expenses incurred with the issuance of Senior (2009 and 2017) and Perpetual Notes are recorded net in the respective financings, in current and noncurrent liabilities, and amortized up to the respective maturity date of the notes. Specifically for Perpetual Notes, amortization is calculated through their redemption date, namely February 15, 2011, at the Company’s option.
14. | Provision for judicial demands |
| | Parent Company | | | Consolidated | |
| | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Tax | | | 229,618 | | | | 226,805 | | | | 1,156,017 | | | | 1,121,338 | |
Civil and labor | | | 23,925 | | | | 22,905 | | | | 156,538 | | | | 155,827 | |
| | | 253,543 | | | | 249,710 | | | | 1,312,555 | | | | 1,277,165 | |
Judicial deposits | | | (13,643 | ) | | | (13,077 | ) | | | (177,095 | ) | | | (171,266 | ) |
| | | 239,900 | | | | 236,633 | | | | 1,135,460 | | | | 1,105,899 | |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
14. | Provision for judicial demands (Continued) |
The Company and its subsidiaries are party to various ongoing labor claims, civil and tax proceedings arising from the normal course of their business.
Respective provisions for judicial demands were recorded considering those cases in which the likelihood of loss has been rated as probable based on the opinion of legal advisors. Management believes resolution of these disputes will have no effect significantly different than the estimated amounts accrued.
The main tax judicial demands at June 30, 2009 have not presented significant changes in comparison with March 31, 2009 and are as follows:
| | Parent Company | | | Consolidated | |
Description | | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
Premium credit – IPI (i) | | | 148,951 | | | | 146,886 | | | | 273,201 | | | | 269,157 | |
PIS and Cofins (ii) | | | 17,532 | | | | 17,334 | | | | 146,474 | | | | 144,830 | |
IPI credits (NT) (iii) | | | - | | | | - | | | | 93,808 | | | | 92,722 | |
Contribution to IAA (iv) | | | - | | | | - | | | | 85,664 | | | | 84,904 | |
IPC-89 (v) | | | - | | | | - | | | | 82,908 | | | | 81,546 | |
Finsocial (vi) | | | - | | | | - | | | | 166,219 | | | | 163,668 | |
IPI – Federal VAT | | | 9,628 | | | | 9,534 | | | | 55,324 | | | | 54,699 | |
ICMS credits | | | 15,160 | | | | 14,718 | | | | 47,829 | | | | 46,226 | |
Income tax and social contribution | | | 5,432 | | | | 5,381 | | | | 43,958 | | | | 43,463 | |
Others | | | 32,915 | | | | 32,952 | | | | 160,632 | | | | 140,123 | |
| | | 229,618 | | | | 226,805 | | | | 1,156,017 | | | | 1,121,338 | |
In May 27, 2009, the paragraph 1st and 3rd of Law No 9718/98 that regulated the collection of PIS and Cofins (federal tax contributions) on exchange variation and other financial income was revoked by Lei No 11941/09. The Company is in process of evaluation of its ongoing judicial demands related to the legal obligations not paid related to the increase of calculation basis of PIS and Cofins. Once confirmed the absence of errors or flaws in the ongoing demands, the Company will revaluate the maintenance of the accounting records of the respective legal obligations in its financial statements.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
14. | Provision for judicial demands (Continued) |
As regards tax, labor and civil claims whose likelihood of unfavorable outcome is rated as possible, the main balances as of June 30, 2009 and March 31, 2009 are as follows:
| | Parent Company | | | Consolidated | |
Description | | 06/30/09 | | | 03/31/09 | | | 06/30/09 | | | 03/31/09 | |
ICMS – State VAT | | | 23,984 | | | | 9,460 | | | | 179,675 | | | | 178,390 | |
IAA – Sugar and Ethanol Institute | | | - | | | | - | | | | 73,560 | | | | 73,184 | |
Withholding income tax | | | 162,954 | | | | 161,440 | | | | 162,999 | | | | 161,485 | |
IPI – Federal VAT | | | 15,687 | | | | 15,539 | | | | 299,079 | | | | 233,191 | |
INSS | | | 11 | | | | 11 | | | | 2,099 | | | | 1,839 | |
PIS/Cofins | | | 11 | | | | 11,023 | | | | 56,780 | | | | 35,953 | |
Civil and labor | | | 39,649 | | | | 38,401 | | | | 233,411 | | | | 219,016 | |
Others | | | 47,093 | | | | 30,306 | | | | 114,445 | | | | 80,686 | |
| | | 289,389 | | | | 266,180 | | | | 1,122,048 | | | | 983,744 | |
Contingent credits
i) IPI Premium Credit - - BEFIEX
The subsidiary Usina da Barra has been challenging in court tax credits previously unused of approximately R$317,201 in June 30, 2009 (R$313,483 at March 31, 2009), related to IPI premium credit (Decree Law No. 491. dated March 5. 1969), levied on exports made under the Special Export Program – BEFIEX, calculated for the period from May 1992 to March 2007. The subsidiary’s legal advisors believe that there are good chances of a favorable outcome in this case. These credits were neither recorded by the Company nor used to offset against other tax liabilities.
ii) Accounts receivable from Federal Government
On February 28, 2007, subsidiary Usina da Barra recognized gain of R$318,358, corresponding to a lawsuit filed against federal government claiming indemnification for damages since prices of its products, at the time the sector was subject to government control, were imposed not observing the prevailing reality of the sector created by government control itself. A final decision in favor of the subsidiary was handed down. The referred to gain was recorded in the statement of income for the year, the contra entry being to noncurrent assets of the Company, in receivables from lawsuit for damages.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
14. | Provision for judicial demands (Continued) |
Contingent credits (Continued)
ii) Accounts receivable from Federal Government (Continued)
The Company is awaiting the final decision on the form of payment, which will probably be through government securities issued in connection with court ordered debts, to be received in 10 years, after a final decision is handed down. Based on the opinion of its legal advisors, the Company estimates that this litigation will last 3 years.
In 2008, there was review of the criteria for determining monetary restatement in the Federal Court Calculations Manual, which did not consider interest restatement as from January 2003. In view of this, subsidiary reversed at March 31, 2009, the amount of R$18,768 from its noncurrent assets, debited to the statement of income for the year, in financial income (expense), net account. Consequently, lawyers’ fees calculated in proportion to the assets, recorded in noncurrent liabilities, in other liabilities account, were reduced by R$2,253, credited to the same account in the statement of operations.
At June 30, 2009, these amounts totaled R$326,439 and R$39,173 (R$323,433 and R$38,812 at March 31, 2009), corresponding to the referred to case and lawyers’ fees, respectively.
The subsidiary Usina da Barra has other claims for damages of this nature filed against the Federal Government, which are not recognized in accounting due to the procedural progress of such suits.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
a) Capital
As mentioned in Note 8, in the Special General Meeting held on June 18, 2009, the shareholders unanimously approved the capital increase by R$334,172 through the issuance of 44,300,389 new registered uncertificated common shares without par value, at the issuance price of R$7.54 by share, in connection with the Curupay’s merger. As a consequence of the issuance of new shares, the Company’s capital amounted to R$4,153,942, comprising 372,585,273 registered uncertificated common shares without par value.
As of June 30, 2009, the Company’s capital is represented by 372,585,273 registered common shares (328,284,884 at March 31, 2009), nominated, fully-paid and with no par value.
b) Treasury shares
On June 30, 2009 and March 31, 2009, the Company held in treasury 343,139 book entry common registered shares with no par value, whose market value per share, as of that date, amounted to R$14.40 and R$9.67, respectively.
c) Recognized granted shares
These consist of the accounting record of the share-based plan (Note 22), in compliance with Brazilian FASB (CPC) Technical Pronouncement Nº 10 – Share-based payment, approved by Brazilian SEC (CVM) Resolution Nº 562/08.
d) Stock purchase warrants
According to the meeting of the Board of Directors held on September 19, 2008, 1 (one) stock purchase warrant issued by the Company was assigned as an additional advantage to the subscribers for a new share, which shall entitle the holder to subscribe for Cosan’s shares through certain conditions. A total of 55,000,000 stock purchase single series warrants without part value will be issued. The holder will be entitled to subscribe for 0.6 (zero point six) of a common share, the delivery of fractional shares being voided. The stock purchase warrant will be valid from its issuance until December 31, 2009, and may be exercised at the holder’s discretion, except for the days a Company’s General Meeting is held, who shall express its intention through a request for exercise to be delivered in writing to Cosan. The price of exercise of each quantity of stock purchase warrants totaling 1 (one) share is R$16.00.
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
16. | Management compensation |
Management compensation is made solely through the payment of management fees, which are separately disclosed in the statements of operations.
17. | Financial income (expenses), net |
| | Parent Company | | | Consolidated | |
| | 04/01/09 a 06/30/09 | | | 05/01/08 a 07/31/08 | | | 04/01/09 a 06/30/09 | | | 05/01/08 a 07/31/08 | |
Financial expenses | | | | | | | | | | | | |
Interest (1) | | | (93,114 | ) | | | (50,597 | ) | | | (133,144 | ) | | | (68,937 | ) |
Monetary variation losses | | | 333 | | | | (4,971 | ) | | | (4,964 | ) | | | (29,948 | ) |
Exchange variation losses | | | 352,778 | | | | 112,142 | | | | 355,794 | | | | 111,833 | |
Results from derivatives (3) | | | 97,823 | | | | (35,459 | ) | | | 160,817 | | | | (35,459 | ) |
Others | | | (148 | ) | | | (82 | ) | | | (904 | ) | | | (491 | ) |
| | | 357,672 | | | | (21,033 | ) | | | 377,599 | | | | (23,002 | ) |
Financial income | | | | | | | | | | | | | | | | |
Interest (1) | | | 6,078 | | | | 20,922 | | | | 19,769 | | | | 11,146 | |
Exchange variation gains | | | (88 | ) | | | 1,285 | | | | 2,139 | | | | 8,343 | |
Monetary variation gains (2) | | | (24,807 | ) | | | (5,249 | ) | | | 22,743 | | | | (10,300 | ) |
Results from derivatives (3) | | | - | | | | 80,683 | | | | - | | | | 80,683 | |
Earnings from marketable securities | | | 4,199 | | | | 18,534 | | | | 10,612 | | | | 19,945 | |
Others | | | 255 | | | | 62 | | | | 571 | | | | 122 | |
| | | (14,363 | ) | | | 116,237 | | | | 55,834 | | | | 109,939 | |
| | | 343,309 | | | | 137,270 | | | | 433,433 | | | | 86,937 | |
| (1) | Included on the three-month period ended July 31, 2008, results from currency and interest rate swap contracts for the charges; |
| (2) | Includes foreign exchange gains (losses) on assets and liabilities denominated in foreign currency; and. |
| (3) | Includes results from transactions in futures, options swaps and NDF. |
18. | Other operating income (expenses) |
| | Parent Company | | | Consolidated | |
| | 04/01/09 a 06/30/09 | | | 05/01/08 a 07/31/08 | | | 04/01/09 a 06/30/09 | | | 05/01/08 a 07/31/08 | |
Gain on sale of interest of investment (Note 8) | | | - | | | | - | | | | 93,097 | | | | - | |
Loss on business combination, net (Note 8) | | | - | | | | - | | | | (28,138 | ) | | | - | |
Others | | | 3,615 | | | | 549 | | | | 7,525 | | | | 3,864 | |
| | | 3,615 | | | | 549 | | | | 72,484 | | | | 3,864 | |
COSAN S.A. INDÚSTRIA E COMÉRCIO
Notes to the unaudited quarterly financial information
June 30, 2009 and March 31, 2009
(In thousands of reais)
The Company and its subsidiaries are exposed to market risks, especially: (i) volatility in the price of sugar, and; (ii) volatility in foreign exchange rates. In order to manage these risks, the Company adopts policies and procedures approved by Management through its Risk Committee. These documents establish limits, continuous monitoring of exposures, counterparties and financial instruments approved for trading. Financial instruments and risks are managed through the definition of strategies, establishment of control systems and determination of foreign exchange, interest rate and price exposure limits.