EXHIBIT 15.1
COSAN LIMITED
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2008
TABLE OF CONTENTS
Unaudited condensed consolidated balance sheet March 31, 2008 | 1 |
Unaudited condensed consolidated statement of operations for the eleven-month period ended March 31,2008 | 3 |
Unaudited condensed consolidated statement of shareholders’ equity and comprehensive income for the eleven-month period ended March 31, 2008 | 4 |
Unaudited condensed consolidated statement of cash flows for the eleven-month period ended March 31,2008. | 5 |
COSAN LIMITED
Unaudited condensed consolidated balance sheet
March 31, 2008
(In thousands of U.S. dollars, except share data)
| | | |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | | | 103,126 | |
Restricted cash | | | 96,631 | |
Marketable securities | | | 975,376 | |
Trade accounts receivable, less allowance of $1,298 | | | 91,398 | |
Inventories | | | 423,083 | |
Advances to suppliers | | | 139,226 | |
Other current assets | | | 131,766 | |
| | | 1,960,606 | |
| | | | |
Property, plant, and equipment, net | | | 1,764,557 | |
Goodwill | | | 574,234 | |
Intangible assets, net | | | 102,069 | |
Accounts receivable from Federal Government | | | 195,644 | |
Judicial deposits | | | 26,676 | |
Other non-current assets | | | 254,867 | |
| | | 2,918,047 | |
Total assets | | | 4,878,653 | |
| | | |
Liabilities and shareholders’ equity | | | |
Current liabilities: | | | |
Trade accounts payable | | | 118,285 | |
Taxes payable | | | 49,010 | |
Salaries payable | | | 34,958 | |
Current portion of long-term debt | | | 32,287 | |
Derivative financial instruments | | | 39,733 | |
Other liabilities | | | 25,366 | |
| | | 299,639 | |
Long-term liabilities: | | | | |
Long-term debt | | | 1,234,825 | |
Estimated liability for legal proceedings and labor claims | | | 438,724 | |
Taxes payable | | | 161,146 | |
Deferred income taxes | | | 107,236 | |
Other long-term liabilities | | | 76,247 | |
| | | 2,018,178 | |
| | | | |
Minority interest in consolidated subsidiaries | | | 894,678 | |
| | | | |
Shareholders’ equity: | | | | |
Common shares class A1, $.01 par value. 1,000,000,000 shares authorized; 111,678,000 shares issued and outstanding in 2008 | | | 1,117 | |
Common shares class B1, $.01 par value. 96,332,044 shares authorized, issued and outstanding | | | 963 | |
Common shares class B2, $.01 par value. 92,554,316 shares authorized | | | – | |
Additional paid-in capital | | | 1,471,816 | |
Accumulated other comprehensive income | | | 128,025 | |
Retained earnings | | | 64,237 | |
Total shareholders’ equity | | | 1,666,158 | |
Total liabilities and shareholders’ equity | | | 4,878,653 | |
COSAN LIMITED
Unaudited condensed consolidated statement of operations
Eleven-month period ended March 31, 2008
(In thousands of U.S. dollars, except share data)
| | | |
Net sales | | | 1,284,091 | |
Cost of goods sold | | | (1,170,447 | ) |
Gross profit | | | 113,644 | |
Selling expenses | | | (151,083 | ) |
General and administrative expenses | | | (105,096 | ) |
Operating loss | | | (142,535 | ) |
Other income (expenses): | | | | |
Financial income | | | 250,754 | |
Financial expenses | | | (184,075 | ) |
Other | | | (3,702 | ) |
| | | | |
Loss before income taxes, equity in loss of affiliates and minority interest | | | (79,558 | ) |
Income taxes benefit | | | 31,838 | |
| | | | |
Loss before equity in loss of affiliates and minority interest | | | (47,720 | ) |
Equity in loss of affiliates | | | (2,763 | ) |
Minority interest in loss of subsidiaries | | | 32,790 | |
| | | | |
Net loss | | | (17,693 | ) |
| | | | |
Loss per share: | | | | |
Basic and diluted | | | (0.10 | ) |
| | | | |
Weighted number of shares outstanding | | | | |
Basic and diluted | | | 174,893,293 | |
COSAN LIMITED
Unaudited condensed consolidated statement of shareholders’ equity and comprehensive income
Eleven-month period ended March 31, 2008
(In thousands of U.S. dollars, except share data)
| | Capital stock | | | | | | | | | | | | | |
| | Common number of class A shares | | | Common number of class B shares | | | Common amount of class A shares | | | Common amount of class B shares | | | Additional paid-in capital | | | Retained earnings | | | Accumulated other comprehensive income | | | Total shareholders’ equity | |
Balances at April 30, 2007 | | | - | | | | 96,332,044 | | | | - | | | | 963 | | | | 354,872 | | | | 81,930 | | | | 36,696 | | | | 473,611 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common shares for cash | | | 111,678,000 | | | | - | | | | 1,117 | | | | - | | | | 1,117,316 | | | | - | | | | - | | | | 1,118,433 | |
Stock compensation | | | - | | | | - | | | | - | | | | - | | | | 2,916 | | | | - | | | | - | | | | 2,916 | |
Dilution on exercise of Cosan S.A. stock options | | | - | | | | - | | | | - | | | | - | | | | (2,438 | ) | | | - | | | | - | | | | (2,438 | ) |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (17,693 | ) | | | - | | | | (17,693 | ) |
Currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 91,329 | | | | 91,329 | |
Total comprehensive income | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 73,636 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at March 31, 2008 | | | 111,678,000 | | | | 96,332,044 | | | | 1,117 | | | | 963 | | | | 1,471,816 | | | | 64,237 | | | | 128,025 | | | | 1,666,158 | |
COSAN LIMITED
Unaudited condensed consolidated statement of cash flow
Eleven-month period ended March 31, 2008
(In thousands of U.S. dollars)
| | | |
Cash flow from operating activities: | | | |
Net loss for the year | | | (17,693 | ) |
Adjustments to reconcile net income to cash provided by operating activities: | | | | |
Depreciation and amortization | | | 216,829 | |
Deferred income and social contribution taxes | | | (47,691 | ) |
Interest, monetary and exchange variation | | | 56,616 | |
Minority interest in net income of subsidiaries | | | (32,790 | ) |
Others | | | 9,296 | |
Decrease/increase in operating assets and liabilities | | | | |
Trade accounts receivable, net | | | (29,810 | ) |
Inventories | | | (135,940 | ) |
Advances to suppliers | | | (43,793 | ) |
Taxes receivable | | | (3,926 | ) |
Trade accounts payable | | | 35,350 | |
Derivative financial instruments | | | (3,789 | ) |
Taxes payable | | | (16,537 | ) |
Other assets and liabilities, net | | | 2,005 | |
Net cash provided by operating activities | | | (11,823 | ) |
| | | | |
Cash flows from investing activities: | | | | |
Restricted cash | | | (96,631 | ) |
Marketable securities | | | (213,565 | ) |
Cash received from sales of permanent assets | | | 3,518 | |
Acquisition of property, plant and equipment | | | (519,912 | ) |
Net cash used in investing activities | | | (826,590 | ) |
| | | | |
Cash flows from financing activities: | | | | |
Proceeds from issuance of common stock | | | 1,025,748 | |
Related parties | | | (48,577 | ) |
Payments of dividends from subsidiaries | | | (43,345 | ) |
Additions of long-term debts | | | 113,267 | |
Payments of long-term debts | | | (452,019 | ) |
Net cash provided by financing activities | | | 595,075 | |
Effect of exchange rate changes on cash and cash equivalents | | | 29,922 | |
Net decrease in cash and cash equivalents | | | (243,338 | ) |
Cash and cash equivalents at beginning of year | | | 316,542 | |
Cash and cash equivalents at end of year | | | 103,126 | |
| | | | |
Supplemental cash flow information: | | | | |
Cash paid during the year for interest | | | 124,502 | |
Income tax | | | 18,787 | |
Non-cash transactions: | | | | |
Acquisitions paid with equity | | | 250,774 | |