A free translation from Portuguese into English of Independent Auditor’s Review Report
We have reviewed the accompanying consolidated interim financial information, contained in the Quarterly Financial Information (ITR) of Cosan Limited, as of September 30, 2011, comprising the statement of financial position and the related statements of income, comprehensive income for the three-month and nine-month periods then ended, changes in equity and cash flows for the nine-month period then ended, including the explanatory notes.
Management is responsible for the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the fair presentation of this information in conformity with specific rules issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Auditores Independentes S.S.
See accompanying notes to consolited quarterly financial information.
Cosan Limited
Consolidated Statements of Comprehensive Income
Period ended September 30, 2011 and 2010
(In Thousands of Reais)
| | 07.01.2011 to 09.30.2011 | | | 04.01.2011 to 09.30.2011 | | | 07.01.2010 to 09.30.2010 | | | 04.01.2010 to 09.30.2010 | |
| | | | | | | | | | | | |
Net income of the period | | | 84,581 | | | | 1,942,742 | | | | 238,635 | | | | 235,795 | |
| | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss): | | | | | | | | | | | | | | | | |
Cummulative Translation Adjustment - CTA | | | 18,232 | | | | 13,100 | | | | (3,374 | ) | | | (3,644 | ) |
Net movement on cash flow hedges | | | (42,268 | ) | | | 15,794 | | | | (229,394 | ) | | | (199,177 | ) |
Actuarial gains and losses on defined benefit plans | | | - | | | | - | | | | (3,641 | ) | | | (3,639 | ) |
Income tax effects | | | 14,371 | | | | (5,369 | ) | | | 79,232 | | | | 68,958 | |
| | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) for the period, net of tax | | | (9,665 | ) | | | 23,525 | | | | (157,177 | ) | | | (137,502 | ) |
| | | | | | | | | | | | | | | | |
Total Comprehensive Income for the period, net of tax | | | 74,916 | | | | 1,966,267 | | | | 81,458 | | | | 98,293 | |
| | | | | | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | | | | | |
Owners of the Company | | | 38,045 | | | | 1,041,937 | | | | 54,142 | | | | 61,743 | |
Non-controlling interests | | | 36,871 | | | | 924,330 | | | | 27,316 | | | | 36,550 | |
See accompanying notes to consolidated quartely financial information.
Cosan Limited
Consolidated Statements of Cash Flows
Period ended September 30, 2011 and 2010
(In Thousands of Reais)
| | | 09.30.2011 | | | | 09.30.2010 | |
Operating activities | | | | | | | | |
Net income of the period attributable to Cosan | | | 1,022,364 | | | | 148,669 | |
Non-cash adjustments to reconcile profit before tax to net cash flows from operating activities: | | | | | | | | |
Depreciation and amortization | | | 669,205 | | | | 690,927 | |
Biological assets | | | 17,856 | | | | 70,829 | |
Income from equity investments | | | (658 | ) | | | (8,116 | ) |
Loss (gain) from disposal of property, plant and equipment | | | 5,542 | | | | (8,718 | ) |
Deferred income taxes | | | 920,054 | | | | 103,714 | |
Non-controlling interests | | | 920,378 | | | | 87,126 | |
Interest, monetary variations and foreign exchange variation, net | | | 542,028 | | | | 102,582 | |
Joint Ventures formation effects | | | (2,853,057 | ) | | | - | |
Others | | | 16,845 | | | | 32,722 | |
| | | 1,260,557 | | | | 1,219,735 | |
Changes in assets and liabilities | | | | | | | | |
Accounts receivable | | | (228,808 | ) | | | (121 | ) |
Restricted cash | | | 121,179 | | | | - | |
Inventories | | | (638,444 | ) | | | (752,596 | ) |
Related parties | | | (1,604,806 | ) | | | - | |
Advances to suppliers | | | (103,922 | ) | | | (59,728 | ) |
Suppliers | | | 366,203 | | | | 262,688 | |
Salaries payable | | | 116,062 | | | | 83,905 | |
Legal proceedings | | | 68,074 | | | | 4,770 | |
Derivatives | | | (141,242 | ) | | | (143,865 | ) |
Taxes and Contributions Payable | | | 924,273 | | | | 5,209 | |
Other assets and liabilities, net | | | 343,691 | | | | (63,179 | ) |
| | | | | | | | |
Net cash flows from operating activities | | | 482,817 | | | | 556,818 | |
Investing activities | | | | | | | | |
Acquisitions, net cash of cash acquired | | | (26,270 | ) | | | (16,467 | ) |
Acquisition of sugar retail business | | | (72,780 | ) | | | - | |
Dividends received | | | 100,639 | | | | - | |
Purchase of property, plant and equipment, software and other intangible assets | | | (729,096 | ) | | | (826,505 | ) |
Sugarcane planting and growing costs | | | (340,784 | ) | | | (392,620 | ) |
Cash contributed in the formation of Raízen | | | (173,116 | ) | | | - | |
Proceeds from the sale of other investments and property, plant and equipment | | | 42,282 | | | | 17,906 | |
| | | | | | | | |
Net cash flows used in investing activities | | | (1,199,125 | ) | | | (1,217,686 | ) |
Financing activities | | | | | | | | |
Proceeds from long-term debt | | | (1,199,125 | ) | | | (1,138,273 | ) |
Repayment of long-term debt | | | (613,524 | ) | | | (786,368 | ) |
Capital increase | | | - | | | | 403,309 | |
Capital increase in subsidiaries by non-controlling interests in subsidiaries | | | 139,925 | | | | - | |
Acquisition of treasury shares | | | (49,847 | ) | | | - | |
Acquisition of shares of subsidiary | | | (4,579 | ) | | | - | |
Dividends paid | | | (328,805 | ) | | | (192,413 | ) |
| | | | | | | | |
Net cash flows from financing activities | | | 908,057 | | | | 562,801 | |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | 19,343 | | | | (3,746 | ) |
Net increase in cash and cash equivalents | | | 211,092 | | | | (101,813 | ) |
Cash and cash equivalents at the beginning of the period | | | 1,271,780 | | | | 1,110,766 | |
Cash and cash equivalents at the end of the period | | | 1,482,872 | | | | 1,008,953 | |
Supplemental disclosure of cash flow information | | | | | | | | |
Financial interest expenses paid | | | 151,823 | | | | 211,456 | |
Income taxes paid | | | 98,836 | | | | 18,369 | |
See accompanying notes to consolidated quarterly financial information.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Cosan Limited (“Cosan” and “the Company”) was incorporated in Bermuda on April 30, 2007. Its shares are traded on the New York Stock Exchange (NYSE – CZZ) and in the São Paulo Stock Exchange (Bovespa – CZLT11). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of the Company. Cosan Limited controls Cosan S.A. Indústria e Comércio and its subsidiaries (“Cosan S.A.”) with a 62.47% interest.
Cosan S.A. is a Brazilian Company with its shares traded on Novo Mercado of São Paulo Stock Exchange (“Bovespa”) under the ticker CSAN 3. Its registered office is located in the city of São Paulo, Brazil.
Cosan S.A., through its subsidiaries and jointly controlled subsidiaries, primary activities are in the following business segments (i) Sugar & Ethanol: the production of sugar and ethanol, as well as the energy cogeneration produced from sugar cane bagasse, through its joint venture named Raízen Energia Participações S.A. (“Raízen Energia”) (ii) Fuel Distribution through its joint venture named Raízen Combustíveis S.A. (“Raízen Combustíveis”) (iii) Logistics services including transportation, port lifting and storage of sugar (iv) Production and distribution of lubricants licensed by Mobil trademark and, (v) since July 1, 2011, the purchase and sale of sugar in the retail segment, activity that was previously developed by its joint venture Raízen Energia, now under the name of a business segment “Cosan Alimentos”.
On June 1st 2011, the Company completed, jointly with Royal Dutch Shell ("Shell"), the establishment of two controlling companies ("joint ventures"): (i) Raizen Combustíveis S.A. ("Raízen Combustíveis"), in the fuel distribution segment, and (ii) Raizen Energia Participações SA ("Raízen Energia"), in the segment of sugar and ethanol. Cosan and Shell share control of the two entities, with each company holding 50% of the economic control. Cosan recorded its investments in the joint ventures using the equity method of accounting for the purposes of its individual financial information, and through proportionate consolidation in the consolidated financial information.
Cosan contributed with their business of sugar, ethanol, cogeneration and fuel distribution in the formation of joint ventures. Shell contributed its business of distributing fuel in Brazil and participation in business research and development of second generation ethanol (Iogen and Codexis), the license to use the Shell brand in the amount of R$ 530,498 and a contribution of money determined valued at approximately R$ 1.8 billion over a period of 2 years. The accounting effects arising from the formation of Raizen Combustíveis and Raizen Energia are presented in Note 21.
The logistics of sugar and lubricants business, together with investment in Radar Propriedades Agrícolas S.A. ("Radar") were not contributed to the joint ventures.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
2. | Presentation of quarterly financial information and accounting policies |
The quarterly financial information have been prepared and presented in accordance with IAS 34 International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
Information in the notes to the financial information that have not had any significant changes or present immaterial information in comparison to those included in the annual report dated March 31, 2011, have not been included in this financial information
As of April 1, 2011, the following pronouncements and interpretations took effect: IAS 24 - Disclosure Requirements for State Entities and Definition of Related Party (Revised), IFRIC 14 - Prepayments of a Minimum Funding Requirement, and IFRIC 19 - Extinguishment of Financial Liabilities to Equity Instruments. The adoption of these pronouncements and interpretations did not impact the financial information for September 30, 2011.
This quartely financial information were authorized for issued by the Audit Committee on November 2, 2011.
Certain reclassifications have been made for a fair presentation of quarterly financial information.
The consolidated financial statements are presented in Brazilian reais. However, the functional currency of Cosan is the U.S. dollar. The Brazilian real is the currency of the primary economic environment in which Cosan S.A. and its subsidiaries, located in Brazil, operate and generate and expend cash and is the functional currency, except for the foreign subsidiaries in which U.S. dollar is the functional currency. The conversion effects are registered in the shareholder’s equity of those subsidiaries.
The exchange rate of the Brazilian real (R$) to the U.S. dollar (US$) was R$1.8544=US$1.00 at September 30, 2011, R$1,6287=US$1.00 at March 31, 2011.
On November 3, 2011, the Company's Board of Directors approved this financial information and authorized its issuance.
Company’s jointly controlled subsidiaries
Cosan holds stakes in two joint ventures (Raizen Combustíveis and Raizen Energia), which, together with Shell, have a contractual arrangement that establishes joint control of the company’s activities. Cosan recognizes their participation in these joint ventures through proportionate consolidation of the consolidated information and through the equity method applied in the individual information.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Consolidation of quarterly financial information
The consolidated quarterly financial information include information from Cosan, its subsidiaries and jointly controlled subsidiaries for the quarter ended September 30, 2011 and year ended March 31, 2011. The Subsidiaries and jointly controlled subsidiaries are listed below:
| | | 09.30.2011 | | | | 03.31.2011 | |
Subsidiaries (direct interest) | | | | | | | | |
Cosan S.A. Indústria e Comercio | | | 62.47 | % | | | 62.20 | % |
| | | | | | | | |
Indirect interest | | | | | | | | |
Administração de Participações Aguassanta Ltda. | | | 57.16 | % | | | 56.91 | % |
Bioinvestments Negócios e Participações S.A. | | | 57.16 | % | | | 56.91 | % |
Vale da Ponte Alta S.A. | | | 57.16 | % | | | 56.91 | % |
Águas da Ponte Alta S.A. | | | 57.16 | % | | | 56.91 | % |
Proud Participações S.A. | | | 62.47 | % | | | 62.14 | % |
Cosan Distribuidora de Combustíveis Ltda. | | | 62.47 | % | | | 62.14 | % |
Cosan Overseas Limited | | | 62.47 | % | | | 62.20 | % |
Pasadena Empreendimentos e Participações S.A. | | | 62.47 | % | | | 62.20 | % |
Cosan Cayman Finance Limited | | | 62.47 | % | | | 62.20 | % |
Cosan Lubrificantes e Especialidades S.A. (anteriormente denominada Cosan Combustíveis e Lubrificantes S.A.) | | | 62.47 | % | | | 62.20 | % |
CCL Cayman Finance Limited | | | 62.47 | % | | | 62.20 | % |
Copsapar Participações S.A. | | | 56.22 | % | | | 55.98 | % |
Novo Rumo Logística S.A. | | | 58.03 | % | | | 57.78 | % |
Rumo Logística S.A. | | | - | | | | 43.35 | % |
Docelar Alimentos e Bebidas S.A. | | | 62.41 | % | | | 62.14 | % |
Cosan Operadora Portuária S.A. | | | 43.54 | % | | | 43.35 | % |
Teaçú Armazéns Gerais S.A. | | | 43.54 | % | | | 43.35 | % |
Logispot Armazéns Gerais S.A. | | | 22.18 | % | | | 22.08 | % |
| | | | | | | | |
Jointly-controlled subsidiaries (indirect) | | | | | | | | |
Raízen S.A. (1) | | | 31.24 | % | | | - | |
Raízen Energia Participações S.A. (1) | | | 31.24 | % | | | - | |
Raízen Combustíveis S.A. (1) | | | 31.24 | % | | | - | |
(1) Jointly-controlled subsidiares with Shell
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
The subsidiaries are fully consolidated from the date of acquisition of control, and continue to be consolidated until the date that control ceases to exist. The jointly controlled subsidiaries are consolidated proportionally from the date of acquisition of joint control until the date that joint control ceases to exist.
The quarterly financial information of subsidiaries and jointly controlled subsidiaries are prepared for the same disclosure period as that of the parent company, using consistent accounting policies. All balances held between the subsidiary companies and jointly controlled subsidiaries, income and expenses and unrealized gains and losses derived from intercompany transactions are eliminated in their entirety.
Any change in the ownership interest of a subsidiary that does not result in loss of control is accounted for as an equity transaction.
2. | New IFRS and IFRIC Interpretations Committee (Financial Reporting Interpretations of IASB) applicable to the consolidated financial statements |
New accounting pronouncements from the IASB and IFRIC interpretations have been published and / or reviewed and have the optional adoption for the current year. These new accounting pronouncements and interpretations are described below:
• IFRS 9 Financial Instruments – Classification and measurement - It reflects the first phase of the IASBs work on the replacement of IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 uses a simplified approach to determine whether a financial asset is measured at amortized cost or fair value, based on the manner in which an entity manages its financial instruments (business model) and the typical contractual cash flow of financial assets. The standard also requires the adoption of only one method for determining losses in recoverable value of assets. The standard is effective for annual periods beginning on or after 1 January 2013. Early adoption is permitted. Management is still evaluating the impact on its financial position or performance in relation to IFRS 9.
• IFRS 10 Consolidated Financial Statements - IFRS 10 as issued establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements and is effective for annual periods beginning on or after January 1, 2013. Early adoption is permitted. Management is still evaluating the impact on its financial position or performancefrom the adoption of IFRS 10.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
3. | New IFRS and IFRIC Interpretations Committee (Financial Reporting Interpretations of IASB) applicable to the consolidated financial statements --Continued |
• IFRS 11 Joint Arrangements – IFRS 11 provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. IFRS 13 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities - Non-Monetary Contributionsby Ventures, and is effective for annual periods beginning on or after 1 January 2013. Early adoption is permitted. The main effect of this adoption of IFRS 11 will the end of the option of proportional consolidation. Equity method will be the only option to account for interest in joint ventures entities in the consolidated financial statements.
• IFRS 12 Disclosures of Interests in Other Entities – IFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. IFRS 12 is effective for annual periods beginning on or after 1 January 2013. Early adoption is permitted. Management is still evaluating the impact on its financial position or performance from the adoption of IFRS 12.
• IFRS 13 Fair Value Measurement - IFRS 13 establishes new requirements on how to measure fair value and the related disclosures for IFRS and US generally accepted accounting principles. The standard is effective for annual periods beginning on or after 1 January 2013. Early adoption is permitted. Management is still evaluating the impact on its financial position or performance from the adoption of IFRS 13.
There are no other issued pronuncement and interpretation not yet adopted which may, in the management’s opinion, have significant impact in the income statement or in the shareholder’s equity disclosed by the Company.
4. | Cash and cash equivalents |
| | | 09.30.2011 | | | | 03.31.2011 | |
Cash | | | - | | | | 289 | |
Bank accounts | | | 91,032 | | | | 142,790 | |
Amounts pending foreign exchange closing | | | 133,605 | | | | - | |
Highly liquid investments | | | 1,258,235 | | | | 1,128,701 | |
| | | 1,482,872 | | | | 1,271,780 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | | 09.30.2011 | | | | 03.31.2011 | |
Restricted Financial Investments | | | 25,383 | | | | 61,072 | |
Deposits in connection with Derivative Transactions | | | 27,157 | | | | 126,872 | |
| | | 52,540 | | | | 187,944 | |
Deposits in connection with derivative transactions relate to margin calls by counterparties in derivative transactions.
| | | 09.30.2011 | | | | 03.31.2011 | |
Fair value of Radar option (1) | | | 142,589 | | | | 162,961 | |
Treasury certificates – CTN (2) | | | 276,058 | | | | 257,456 | |
| | | 418,647 | | | | 420,417 | |
(1) Cosan S.A. holds warrants on Radar, exercisable at any time up to maturity (August 2018). Such warrants will allow Cosan to purchase additional shares at R$41.67 per share adjusted for inflation (IPCA), equivalent to 20% of the total shares issued by Radar as of the date of exercise. The exercise of warrants will not change the classification of this investment as an equity investment. The fair value of these warrants was calculated based on observable market data.
(2) Represented by bonds issued by the Brazilian National Treasury under the Special Program for Agricultural Securitization - "PESA" with original maturity of 20 years in connection with the long-term debt denominated PESA (note 16). These bonds yield inflation (IGPM) plus 12% p.a.. The value of these securities at maturity is expected to be equal to the amount due to the PESA at that date. If the PESA debt is paid in advance, the Company may still keep this investment until maturity.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | | 09.30.2011 | | | | 03.31.2011 | |
Domestic | | | 978,923 | | | | 678,498 | |
Foreign | | | 104,647 | | | | 7,556 | |
Allowance for doubtful accounts | | | (99,846 | ) | | | (91,197 | ) |
| | | 983,724 | | | | 594,857 | |
| | | 09.30.2011 | | | | 03.31.2011 | |
Finished goods: | | | | | | | | |
Sugar | | | 368,031 | | | | 77,673 | |
Ethanol | | | 280,670 | | | | 42,840 | |
Fuel and Lubricants | | | 537,180 | | | | 326,634 | |
Raw material | | | 36,412 | | | | 51,598 | |
Work in process | | | 11,464 | | | | 5,121 | |
Spare parts and other | | | 134,614 | | | | 186,032 | |
Provision for inventory realization and obsolescence and other | | | (6,562 | ) | | | (19,567 | ) |
| | | 1,361,809 | | | | 670,331 | |
| | | 09.30.2011 | | | | 03.31.2011 | |
Withholding income tax | | | 5,043 | | | | - | |
Income tax and social contribution | | | 104,289 | | | | 66,274 | |
COFINS | | | 115,304 | | | | 121,474 | |
PIS | | | 32,430 | | | | 27,338 | |
State VAT - ICMS | | | 191,781 | | | | 151,161 | |
IPI | | | 39,142 | | | | 47,741 | |
Other | | | 51,691 | | | | 16,069 | |
| | | 539,680 | | | | 430,057 | |
Current | | | (416,032 | ) | | | (374,991 | ) |
Non Current | | | 123,648 | | | | 55,066 | |
In the normal course of business the Company has operational and financing transactions with several related parties. The significant related party balances and transactions are summarized below:
· Aguassanta:
The jointly-controlled subsidiary Raízen Energia has land leased from entities controlled by Group Aguassanta (“Aguassanta”). The lease costs are paid considering the ATR price published by CONSECANA and contracts having terms expiring between 2026 and 2027.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
· Radar
The jointly-controlled subsidiary Raízen Energia has land leased with investee Radar Propriedades Agrícolas S.A. (“Radar”). These lease costs are paid also considering the ATR price published by CONSECANA and most of the lease contracts have terms expiring in 2027.
· Rezende Barbosa
Cosan S.A. has receivable from Rezende Barbosa which are ultimately guaranteed by shares issued by the Cosan.
The jointly-controlled subsidiary Raízen Energia executed a long-term agreement with Rezende Barbosa to supply sugar-cane prior related parts. Prices paid to them are based on ATR price published by CONSECANA.
· Vertical
The jointly-controlled subsidiary Raízen Energia sell and buy ethanol from Vertical UK LLP (“Vertical”) in the normal course of business. Vertical is a Trading Company headquartered in Switzerland for which Cosan S.A. has a indirect interest of 50% without exercising control over it.
· Raízen Energia and Raízen Combustíveis
The jointly-controlled subsidiaries Raizen Energia and Raizen Combustíveis, in sequence to the contract signed upon its formation (note 21), assumed rights and obligations of certain transactions with Cosan S.A., seeking refunds or reimbursements related to certain operations prior to the formation of the joint venture.
Cosan S.A. has right to a financial compensation from Raizen Energia for the tax benefit obtained by Raízen Energia due to the use of tax losses by Raizen Energia and Raizen Combustíveis for the tax benefit obtained by Raízen Combustíveis due to tax amortization of goodwill contributed by Cosan S.A..
· Shell Group
The jointly-controlled Raízen Combustíveis has fuel sale operations for use on foreign aircrafts that have contracts with Shell Aviation Limited. Payments take place every fifteen days.
The jointly-controlled Raízen Combustíveis, in sequence to the contract signed of the formation of the joint venture, assumed the rights to reimbursement of certain litigation from the period prior to the joint venture with Shell Brazil Holding BV.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
The jointly-controlled subsidiary Raizen Energia, in response to the contract signed of the formation of the joint venture, has an accounts receivable related to the Shell's cash contribution in the amount of R$ 1,774,082, being presented here only for the portion equivalent to Cosan S.A., in the amount of R$ 887,041, distributed between short and long term. This amount is indexed in U.S. dollars and has been corrected in LIBOR.
| a. | Summarized balances with related parties |
| | | 09.30.2011 | | | | 03.31.2011 | |
Current assets | | | | | | | | |
Shell Brazil Holding B.V. | | | 577,373 | | | | - | |
Raízen Energia | | | 7,795 | | | | - | |
Rezende Barbosa | | | 8,958 | | | | 7,298 | |
Vertical UK LLP | | | 2,526 | | | | 6,430 | |
Raízen Combustíveis | | | 547 | | | | - | |
Other Related parties | | | 2,480 | | | | 941 | |
Total Current assets | | | 599,679 | | | | 14,669 | |
| | | | | | | | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Shell Brazil Holding B.V. | | | 766,856 | | | | - | |
Raízen Energia | | | 217,419 | | | | - | |
Raízen Combustíveis | | | 98,220 | | | | - | |
Rezende Barbosa | | | 88,358 | | | | 91,954 | |
CTC - Centro de Tecnologia Canavieira | | | 3,985 | | | | - | |
Other Related parties | | | 1,768 | | | | - | |
Total Non Current assets | | | 1,176,606 | | | | 91,954 | |
Total Assets | | | 1,776,285 | | | | 106,623 | |
| | | 09.30.2011 | | | | 03.31.2011 | |
Current Liabilities | | | | | | | | |
Raízen Energia | | | 75,911 | | | | - | |
Grupo Rezende Barbosa | | | 56,750 | | | | 37,664 | |
Shell Brazil Holding B.V. | | | 28,782 | | | | - | |
Other | | | 1,724 | | | | 3,499 | |
Total Current Liabilities | | | 163,167 | | | | 41,163 | |
| | | | | | | | |
Non-current liabilities | | | | | | | | |
Shell Brazil Holding B.V. | | | 444,785 | | | | - | |
Raízen Energia | | | 86,207 | | | | - | |
Others | | | 15,303 | | | | 4,444 | |
Total non Current Liabilities | | | 546,295 | | | | 4,444 | |
Total Liabilities | | | 709,462 | | | | 45,607 | |
| b. | Summarized transactions with related parties |
| | | 09.30.2011 | | | | 09.30.2010 | |
Sale | | | | | | | | |
Vertical UK LLP | | | 118,722 | | | | 87,930 | |
Other | | | 120 | | | | 34,576 | |
| | | 118,842 | | | | 122,506 | |
Purchase of goods/ services | | | | | | | | |
Grupo Rezende Barbosa | | | 222,579 | | | | 245,709 | |
| | | | | | | | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Leased land | | | | | | | | |
Aguassanta | | | 10,678 | | | | 13,261 | |
Radar | | | 17,508 | | | | 12,803 | |
| | | 28,186 | | | | 26,064 | |
Financial income/ (expense) | | | | | | | | |
| | | | | | | | |
Grupo Rezende Barbosa | | | 1,343 | | | | - | |
Shell Brazil Holding B.V. | | | 100,330 | | | | - | |
Other | | | 68 | | | | - | |
| | | 101,741 | | | | - | |
c. Officers and director compensation
At the Annual General and Extraordinary Meeting of July 29, 2011, the total annual compensation of the directors of the Cosan S.A for the fiscal year ending on March 31, 2012 was approved in the maximum amount of R$ 32,000 (including salaries and bonuses).
11. | Business combinations and acquisitions of non-controlling interest |
On July 1, 20011, the subsidiary Cosan S.A., through its indirect subsidiary Docelar Alimentos S.A. (“Docelar”), purchased the retail sugar business of Raízen Energia. The preliminary estimated fair value of assets at the date of acquisition of the consideration transferred amounted R$ 175,000, as follows:
Cash | | | 145,560 | |
Consideration considered | | | 29,140 | |
Total | | | 175,000 | |
The estimated preliminary fair value of assets acquired and liabilities assumed at the date of acquisition of the retail sugar business were as follows:
Description | | | |
Accounts receivable | | | 105,894 | |
Inventories | | | 33,398 | |
Taxes recoverable | | | 3,413 | |
Deffered taxes | | | 12,956 | |
Property, plant and equipment | | | 37,114 | |
Suppliers | | | (21,709 | ) |
Others | | | (6,360 | ) |
Net assets acquired | | | 164,706 | |
Consideration transferred, net cash acquired | | | 175,000 | |
Preliminary goodwill | | | 10,294 | |
The purchase price for the acquisition of the retail sugar was allocated on a preliminary basis based on the estimated fair value of assets acquired and liabilities assumed. The preliminary goodwill was allocated to the primary segment "Cosan Alimentos".
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
The assets represented by retail brands, such as "União" and "DaBarra" which had not been contributed to the Raízen Energia, being from that quarter, considered as assets of the "Cosan Alimentos".
12. | Equity method investments |
| | Investiments | | | Equity income (loss) of subsidiaries and associates | |
| | | 09.30.2011 | | | | 03.31.2011 | | | | 09.30.2011 | | | | 09.30.2010 | |
Radar Propriedades Agrícolas S.A. | | | 263,989 | | | | 260,756 | | | | 658 | | | | 14,450 | |
Codexis Inc | | | 43,974 | | | | - | | | | - | | | | - | |
Outros investimentos | | | 50,089 | | | | 43,836 | | | | - | | | | (6,334 | ) |
| | | 358,052 | | | | 304,592 | | | | 658 | | | | 8,116 | |
Changes in investments
Balance at March 31, 2011 | | | 304,142 | |
| | | | |
Equity income | | | 658 | |
Capital increase Tellus and Logum | | | 26,270 | |
Net effect of the formation of Raízen | | | 30,043 | |
Other | | | (3,061 | ) |
| | | | |
Balance at September 30, 2011 | | | 358,052 | |
Changes in biological assets (sugarcane plants) are described below:
Balances at March 31, 2011 | | | 1,561,132 | |
Changes in fair value less estimated cost to sell | | | (17,856 | ) |
Increase due to planting and growing costs | | | 340,784 | |
Harvest cane transferred to inventory (*) | | | (363,510 | ) |
Proportional consolidation effect due to the formation of JVs (50%) | | | (803,584 | ) |
Balances at September 30, 2011 | | | 716,966 | |
(*) R$109,364 of this amount was allocated in sugar and ethanol’s inventory as of September 30, 2011.
Sugarcane plants
Areas cultivated represent only sugarcane, without considering the land where these crops are found. The following assumptions were used to determine fair value using the discounted cash flow (consolidated):
| | | 09.30.2011 | | | | 03.31.2011 | |
Crop area (hectares) (1) | | | 367,265 | | | | 340,386 | |
Expect productivity (tons of cane per hectare) | | | 84.74 | | | | 85 | |
Total amount of recoverable sugar – ATR (kg) | | | 138.54 | | | | 138.54 | |
Price kg ATR projected average (R$/kg) | | | 0.4228 | | | | 0.4228 | |
| (1) | The biogical assets are proportionally consolidated in 50.0% in the Company. |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Sugar production depends on the volume and sucrose content of sugarcane grown or supplied by farmers located near the plants. The yield of the crop and the sucrose content in sugarcane mainly depend on weather conditions such as rainfall rate and temperature, which may vary.
Historically, weather conditions have caused volatility in ethanol and sugar production, and consequently in our operating results because it cause demage to the annual harvest. Future climate conditions may reduce the amount of sugar and sugarcane that the Company will obtain in a particular season or in the sucrose content of sugarcane. Additionally, our business is subject to seasonality according to the growth cycle of sugarcane in the south-central region of Brazil.
The period of annual harvest of sugarcane in the south-central region of Brazil begins in April / May and ends in November / December. This creates variations in stock, usually high in November to cover sales between harvests (i.e. from December to April) and a degree of seasonality in gross profit as sales of ethanol and sugar are significantly lower in the last quarter of fiscal year. The seasonality and any reduction in the volume of sugar recovered could have a material adverse effect on our operating results and financial condition.
14. | Property, plant and equipment |
| | | 03.31.2011 | | | Addition | | | Write-off | | | Transfer | | | Effect of Formation Joint Venture and Docelar | | | | 09.30.2011 | |
Cost | | | | | | | | | | | | | | | | | | | | |
Land and rural properties | | | 1,263,240 | | | | - | | | | (14,880 | ) | | | (2,514 | ) | | | 398,852 | | | | 1,644,698 | |
Buildings and improvements | | | 1,122,256 | | | | 1,432 | | | | (14,051 | ) | | | 140,823 | | | | (282,416 | ) | | | 968,044 | |
Machinery, equipments and installations | | | 4,980,432 | | | | 34,484 | | | | (16,184 | ) | | | 554,816 | | | | (342,410 | ) | | | 5,211,138 | |
Aircraft | | | 30,903 | | | | - | | | | (4,691 | ) | | | (0 | ) | | | - | | | | 26,212 | |
Rail cars and locomotives | | | 341,647 | | | | - | | | | - | | | | 50,000 | | | | - | | | | 391,647 | |
Boats and vehicles | | | 323,042 | | | | 2,741 | | | | (604 | ) | | | 18,598 | | | | (46,283 | ) | | | 297,494 | |
Furniture, fixtures and computer equipment | | | 137,206 | | | | 174 | | | | (4,143 | ) | | | 16,236 | | | | (22,821 | ) | | | 126,652 | |
Construction in progress | | | 1,218,765 | | | | 502,071 | | | | (4,013 | ) | | | (394,259 | ) | | | (512,056 | ) | | | 810,508 | |
Advances for purchase of property, plant and equipment | | | 148,947 | | | | 16,632 | | | | (2,009 | ) | | | (33,570 | ) | | | (36,482 | ) | | | 93,518 | |
Parts and components to be periodically replaced | | | 1,043,342 | | | | 124,283 | | | | - | | | | (117,292 | ) | | | (277,221 | ) | | | 773,112 | |
Other | | | 4,782 | | | | 12,994 | | | | (9,596 | ) | | | 30,421 | | | | 134,526 | | | | 173,127 | |
Total | | | 10,614,562 | | | | 694,811 | | | | (70,171 | ) | | | 263,259 | | | | (986,311 | ) | | | 10,516,150 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | | 03.31.2011 | | | Addition | | | Write-off | | | Transfer | | | Effect of Formation Joint Venture and Docelar | | | | 09.30.2011 | |
Depreciation: | | | | | | | | | | | | | | | | | | | | |
Land and rural properties | | | (3,118 | ) | | | - | | | | - | | | | 3,118 | | | | - | | | | - | |
Buildings and improvements | | | (287,620 | ) | | | (24,375 | ) | | | 4,540 | | | | (50,983 | ) | | | 107,891 | | | | (250,547 | ) |
Machinery, equipments and installations | | | (1,472,512 | ) | | | (202,994 | ) | | | 10,454 | | | | (289,090 | ) | | | 662,003 | | | | (1,292,139 | ) |
Aircraft | | | (15,195 | ) | | | (876 | ) | | | 860 | | | | (0 | ) | | | - | | | | (15,211 | ) |
Rail cars and locomotives | | | (6,128 | ) | | | (6,079 | ) | | | - | | | | (0 | ) | | | - | | | | (12,207 | ) |
Boats and vehicles | | | (150,146 | ) | | | (16,034 | ) | | | 460 | | | | (8,552 | ) | | | 60,555 | | | | (113,717 | ) |
Furniture, fixtures and computer equipment | �� | | (87,460 | ) | | | (6,015 | ) | | | 3,303 | | | | (12,440 | ) | | | 11,165 | | | | (91,447 | ) |
Construction in progress | | | - | | | | 49 | | | | - | | | | - | | | | - | | | | 49 | |
Parts and components to be periodically replaced | | | (611,859 | ) | | | (260,280 | ) | | | - | | | | 129,322 | | | | 37,728 | | | | (705,089 | ) |
Other | | | - | | | | (2,875 | ) | | | 2,974 | | | | (21,503 | ) | | | (85,664 | ) | | | (107,068 | ) |
Total | | | (2,634,038 | ) | | | (519,479 | ) | | | 22,591 | | | | (250,128 | ) | | | 793,678 | | | | (2,587,376 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net salvage value: | | | 7,980,524 | | | | 175,331 | | | | (47,580 | ) | | | 13,132 | | | | (192,633 | ) | | | 7,928,774 | |
Capitalization of borrowing costs
During the period ended September 30, 2011, borrowing costs capitalized amounted to R$ 33,153 (R$ 70,543 during the year ended March 31, 2011). The weighted average interest rate, used for capitalization of interest on the balance of construction in progress, was 8.6% per year during the period ended September 30, 2011 (9.13% per year during the year ended March 31, 2011).
Cost | | At March 31, 2011 | | | Additions | | | Write offs | | | Transfers | | | Effects of formation of Raízen and Docelar | | | At September 30, 2011 | |
Software | | | 98,063 | | | | 570 | | | | (1 | ) | | | (75,593 | ) | | | 28,065 | | | | 51,104 | |
Trademarks and patents | | | 429,671 | | | | - | | | | (9,513 | ) | | | (40,375 | ) | | | 230,401 | | | | 610,184 | |
Goodwill | | | 2,697,221 | | | | - | | | | (639,154 | ) | | | 10,292 | | | | 751,098 | | | | 2,819,458 | |
Customer base | | | 583,420 | | | | - | | | | - | | | | (57,701 | ) | | | 317,986 | | | | 843,705 | |
Leases | | | 155,505 | | | | - | | | | (232 | ) | | | (14,253 | ) | | | (61,333 | ) | | | 79,687 | |
Distribution rights | | | 170,291 | | | | 2,531 | | | | - | | | | 206,289 | | | | (53,952 | ) | | | 325,159 | |
Others | | | 43,263 | | | | 7,863 | | | | (8,645 | ) | | | 36,754 | | | | 103,458 | | | | 182,693 | |
Total | | | 4,177,434 | | | | 10,964 | | | | (657,545 | ) | | | 65,414 | | | | 1,315,723 | | | | 4,911,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | |
Software | | | (66,111 | ) | | | (4,760 | ) | | | 1 | | | | 68,433 | | | | (34,254 | ) | | | (36,691 | ) |
Trademarks and patents | | | (98,710 | ) | | | (12,911 | ) | | | - | | | | 39,359 | | | | (2,335 | ) | | | (74,597 | ) |
Customer base | | | (41,038 | ) | | | (18,579 | ) | | | - | | | | 41,086 | | | | (16,587 | ) | | | (35,118 | ) |
Favorable operating leases | | | (15,118 | ) | | | (1,389 | ) | | | 232 | | | | 13,817 | | | | (7,559 | ) | | | (10,017 | ) |
Distribution rights | | | (62,387 | ) | | | (3,397 | ) | | | - | | | | (34,641 | ) | | | - | | | | (100,425 | ) |
Others | | | (4,495 | ) | | | (13,790 | ) | | | (224 | ) | | | (12,217 | ) | | | (93,312 | ) | | | (124,037 | ) |
| | | (287,859 | ) | | | (54,826 | ) | | | 9 | | | | 115,837 | | | | (154,047 | ) | | | (380,885 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net salvage value | | | 3,889,575 | | | | (43,862 | ) | | | (657,536 | ) | | | 181,251 | | | | 1,161,678 | | | | 4,531,105 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | Anual amortization | | | | | | | |
Intangible assets (except Goodwill) | | Rate | | | | 09.30.2011 | | | | 03.31.2011 | |
| | | | | | | | | | | |
Software | | | 20 | % | | | 14,413 | | | | 31,952 | |
Trademarks and patents (a) | | | 20 | % | | | 283,848 | | | | 68,696 | |
Trademark Mobil (b) | | | 10 | % | | | 165,496 | | | | 176,911 | |
Trademark União (c) | | | 2 | % | | | 86,243 | | | | 85,354 | |
Customer base (d) | | | 3 | % | | | 519,982 | | | | 247,907 | |
Operation license and customer base(e) | | | 4 | % | | | 288,604 | | | | 294,475 | |
Favorable operating leases (f) | | | 6 | % | | | 69,670 | | | | 140,387 | |
Distribution rights | | Straight line over contract term | | | | 224,734 | | | | 107,904 | |
Other | | | | | | | 58,657 | | | | 38,768 | |
Total | | | | | | | 1,711,647 | | | | 1,192,354 | |
(a) refers to the right to use the trademark of fuel distribution through its joint venture Raízen Combustíveis
(b) refers to the right to use the trademark of Mobil lubricants
(c) refers to the right to use the trademark sugar União arising from business combination
(d) refers to the relationship between Raízen Combustívies and the gas station that maintain its flags
(e) Operation license and customer relations of Rumo, arising from business combination
(f) Intangible assets related to existing contracts of lease of land from business combination
Impairment testing of goodwill
The Company tests annually (on March 31) the recoverable amounts of intangible assets with indefinite useful lives, consisting primarily of a portion of goodwill from expected future income resulting from business combination processes and establishment of joint ventures. The assets property, plant and equipments and intangible assets subject to amortization are reviewed whenever there are indications that the carrying amount is not recoverable.
During the quarted ended September 30, 2011, the Company did not identify any indicators of impairment that would required another impairment test.
The combined accounting values of goodwill allocated to each unit are as follows:
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Accounting value of Goodwill | | | 09.30.2011 | | | | 03.31.2011 | |
| | | | | | | | |
Cash-generating unit Raízen Energia | | | 1,420,234 | | | | 1,877.883 | |
Cash-generating unit Raízen Combustíveis | | | 753,148 | | | | 755,524 | |
Cash-generating unit Cosan Alimentos | | | 10,294 | | | | - | |
Cash-generating unit Rumo | | | 63,812 | | | | 63,814 | |
Cash-generating unit Others | | | 571,110 | | | | - | |
Total goodwill | | | 2,819,458 | | | | 2,697,221 | |
16. | Loans and long-term debt |
| Financial charges (1) | | | | |
Description | Index | Average Annual interest rate | | 09.30.2011 | | 03.31.2011 | | Maturity date |
| | | | | | | | |
Senior Notes Due 2014 | Dollar (USD) | 9.5% | | 328,374 | | 576,814 | | July/2014 |
Senior Notes Due 2017 | Dollar (USD) | 7.0% | | 375,135 | | 658,954 | | February/2017 |
BNDES | URTJLP | 2.75% | | 659,390 | | 1,308,034 | | October/2025 |
| Pre fixed | 4.5% | | 156,011 | | 242,508 | | July/2020 |
| UMBND | 6.74% | | 20,075 | | 38,947 | | July/2019 |
| Dollar (USD) | 7.09% | | 19 | | - | | November/2012 |
Bank Credit Notes | CDCA | 0.55%+CDI | | 15,755 | | 31,378 | | December/2011 |
ACC | Dollar (USD) | 1.54% | | 364,775 | | 228,229 | | May/2012 |
Perpetual Notes | Dollar (USD) | 8.3% | | 939,099 | | 1,236,209 | | November/2015 |
Resolution 2471 (PESA) | IGP-M | 3.95% | | 312,594 | | 674,392 | | April/2023 |
| Pre fixed | 3.0% | | 57 | | 114 | | October/2025 |
Rural Credits | Pre fixed | 6.75% | | 47,735 | | 92,352 | | October/2011 |
Working capital | Dollar (USD) + Libor | 2.15% | | 417,240 | | - | | April/2013 |
| IGP-M | 11% | | 141 | | - | | December/2012 |
| Pre fixed | 13.64% | | 5,881 | | - | | March/2015 |
Pre payments | Dollar (USD) + Libor | 6.0% | | 368,904 | | 736,472 | | April/2016 |
Credit Notes | 110,0% CDI | - | | 322,736 | | 303,719 | | Februay/2014 |
| Dollar (USD) | 2.35% | | 174,645 | | 314,105 | | February/2013 |
| Pre fixed | 6.25% | | - | | 10,142 | | October/2012 |
Finame | Pre fixed | 4.85% | | 420,176 | | 517,842 | | July/2020 |
| URTJLP | 2.42% | | 252,338 | | 187,336 | | January/2022 |
| UMBND | 8.59% | | 29 | | - | | October/2012 |
Others | Diverse | Diverse | | 31,795 | | 74,482 | | Diverse |
| | | | 5,212,904 | | 7,232,029 | | |
Current | | | | (805,119) | | (957,134) | | |
Non-current | | | | 4,407,785 | | 6,274,895 | | |
| (1) | Financial charges as of September 30, 2011, except as indicated otherwise. |
All loans and long-term debt are guaranteed by promissory notes and endorsements of the Company and its jointly-controlled subsidiaries and controlling shareholders, besides other guarantees, such as: i) Credit rights originated from energy contracts (BNDES); ii) CTN and land mortgages; and iii) underlying assets being financed (Finame).
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Long-term debt has the following scheduled maturities:
| | | 09.30.2011 | | | | 03.31.2011 | |
13 to 24 months | | | 815,962 | | | | 745,454 | |
25 to 36 months | | | 975,619 | | | | 762,649 | |
37 to 48 months | | | 209,959 | | | | 1,010,797 | |
49 to 60 months | | | 1,124,149 | | | | 777,963 | |
61 to 72 months | | | 527,544 | | | | 878,092 | |
73 to 84 months | | | 191,092 | | | | 222,289 | |
85 to 96 months | | | 280,257 | | | | 453,711 | |
Thereafter | | | 283,203 | | | | 1,423,940 | |
| | | 4,407,785 | | | | 6,274,895 | |
PESA - Resolution 2471
From 1998 to 2000, Cosan S.A. and currenty the jointly-controlled Raízen Energia renegotiated their debts related to financing for agricultural costs with several financial institutions, reducing it to annual interest rates below 10%, ensuring the repayment of debt’s principal with assignment and transfer of Treasury Certificates, redeemable at the debt clearing, using the incentives promoted by Central Bank resolution No. 2471 of February 26, 1998. That debt is self-cleared by CTN, as mentioned in explanoty note 6.
Senior Notes due on 2014
On August 4, 2009, the indirect subsidiary CCL Finance Limited issued Senior Notes in the international market in accordance with “Regulation S” and “Rule 144A” in the amount of US$350 million, which are subject to interest of 9.5% per year payable semiannually in February and August each year, beginning in February 2010.
Senior Notes due on 2017
On January 26, 2007, the wholly-owned indirect controlled Cosan Finance Limited issued Senior Notes in the international market in accordance with the “Regulation S” and “Rule 144A” in the amount of US$ 400 million, which are subject to interest at 7% per annum, payable semiannually in February and August of each year.
BNDES
Refers to the financing of cogenation projects, greenfields (sugar and ethanol mills) and expansion of the logistics segment.
Perpetual Notes
On January 24 and February 10, 2006, Cosan S.A. issued Perpetual Notes in the international market in accordance with “Regulation S” and “Rule 144A” in the amount of US$450 million for qualified institutional investors. The Perpetual Notes
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
were repurchased on May 2011 as part of the financial restructuring for the formation of the joint venture. In order to repurchase these notes, working capital was raised, as decribed below.
On November 5, 2010, the subsidiary Cosan Overseas Limited issue Perpetual Notes in the international market, in accordance with “Regulation S” in the amount of US$300 thousand, which are subject to interest at 8.25% per year, payable quarterly. On July 2011, complementary Perpetual Notes of US$ 200 millions were issued, which are subject to the same conditions of the previous operation.
Export Prepayment
Between 2009 and 2011, Cosan S.A. and its jointly-controlled Raízen Energia signed export prepayment with several institutions. These export prepayment will be for funding of future sugar exports which will be settled between 2013 and 2016.
Working Capital
On May 16, 2011, a bank debt of US$ 450 million was issued in favour of the jointly-controlled subsidiary Raízen Energia in order to replace the perpetual notes issued in 2006. This bank debt has a maturity up to two years, payable quarterly and subject to Libor + interest of 2.15% per annum.
Advances on Foreign Exchange Contracts (“ACC”) and Credit Notes
ACC contracts and credit notes have been signed with several financial institutions and will be cleared thourgh exports made from 2011 and 2014. These transactions are subject to interest payable semiannually and on maturity.
Finame
Finame borrowings are financing related to financing of machinery and equipment. These loans are subject to interest payable monthly and are secured by underlying financed assets.
Covenants
The Company, its subsidiaries and jointly-controlled subsidiaries are annualy (March 31) subject to certain restrictive financial covenants set forth in existing loans and financing agreements based on certain financial indicators, which are monthly assessed by management. For the quarter ended September 30, 2011, the Company, its subsidiaries and jointly-controlled subsidiaries were in compliance with tis debt covenants.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Cosan Limited is incorporated in Bermuda which has no income taxes. The following relates to Brazilian taxes of Cosan S.A. and its subsidiaries.
| | | 09.30.2011 | | | | 03.31.2011 | |
| | | | | | | | |
ICMS | | | 45,809 | | | | 72,265 | |
IPI | | | 5,961 | | | | 30,661 | |
INSS | | | 15,991 | | | | 25,309 | |
PIS | | | 15,547 | | | | 7,229 | |
COFINS | | | 82,883 | | | | 33,721 | |
Recovery program – Refis IV (a) | | | 1,219,763 | | | | 670,645 | |
Others | | | 122,878 | | | | 44,525 | |
| | | 1,508,832 | | | | 884,355 | |
Current | | | (328,874 | ) | | | (245,284 | ) |
Non-current | | | 1,179,958 | | | | 639,071 | |
| a) | On July 2011 the subsidiary Cosan Lubrificantes e Especialides S.A., current name of Cosan Combustíveis e Lubrificantes S.A., successor entity of Esso Brasileira de Petróleio Ltda. (“Essobrás”), consolidated the current tax liabilities included the special program of federal tax recovery (“Refis IV”) in the amount of 537,703, as determined by ExxonMobil Brasil Holdings BV., former owner of Essobrás and contractualy responsible for these liabilities. As a result, the Company recognized an obligation and a corresponding accounts receivable of ExxonMobil Brasil Holdings BV in the same amount, under the caption “other credits”, of which R$40,080 in the short term and the remaining balance in the long term. |
Maturities of long-term taxes payable are as follows:
| | | 09.30.2011 | | | | 03.30.2011 | |
| | | | | | | | |
13 to 24 months | | | 99,158 | | | | 67,848 | |
25 to 36 months | | | 95,760 | | | | 61,205 | |
37 to 48 months | | | 95,601 | | | | 60,396 | |
49 to 60 months | | | 94,906 | | | | 60,008 | |
61 to 72 months | | | 94,654 | | | | 52,243 | |
73 to 84 months | | | 92,589 | | | | 46,707 | |
85 to 96 months | | | 92,065 | | | | 45,799 | |
Thereafter | | | 515,225 | | | | 244,865 | |
| | | 1,179,958 | | | | 639,071 | |
18. | Income taxes and social contribution |
Cosan Limited is incorporated in Bermuda which has no income taxes. The following relates to Brazilian taxes of Cosan S.A. and its subsidiaries.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| a) | Reconciliation of income and social contribution tax expenses: |
| | | 09.30.2011 | | | | 09.30.2010 | |
Income before income tax and social contribution | | | 2,979,185 | | | | 373,044 | |
Income tax and social contribution at nominal rate (34%) | | | (1,012,923 | ) | | | (126,835 | ) |
Adjustments made for determining the effective rate: | | | | | | | | |
Equity pick-up | | | 223 | | | | 2,759 | |
Release of Provision for non-realization of fiscal credits | | | 36,169 | | | | - | |
Income not taxable of foreign subsidiary | | | (59,936 | ) | | | (2.448 | ) |
Other | | | 24 | | | | (10.725 | ) |
Total of deferred and current income taxes and social contributions | | | (1,036,443 | ) | | | (137,249 | ) |
Effective rate | | | 34.79 | % | | | 36.79 | % |
b) Deferred income and social contribution tax assets and liabilities:
| | 09.30.2011 | | | 03.31.2011 | |
Assets | | Basis | | | IRPJ 25% | | | CSLL 9% | | | Total | | | | |
Tax losses: | | | | | | | | | | | | | | | | | |
Tax losses | | | 1,865,178 | | | | 466,295 | | | | - | | | | 466,295 | | | | 273,555 | |
Negative social contribution | | | 1,844,243 | | | | - | | | | 165,982 | | | | 165,982 | | | | 99,609 | |
Temporary differences: | | | | | | | | | | | | | | | | | | | | |
Provision for judicial demands and other temporary differences | | | 963,140 | | | | 240,785 | | | | 86,682 | | | | 327,467 | | | | 342,169 | |
| | | 4,672,561 | | | | 707,080 | | | | 252,664 | | | | 959,744 | | �� | | 715,333 | |
Liabilities | | | | | | | | | | | | | | | | | | | | |
Temporary differences: | | | | | | | | | | | | | | | | | | | | |
Exchange variaton | | | (361,112 | ) | | | (90,278 | ) | | | (32,500 | ) | | | (122,778 | ) | | | (274,189 | ) |
Depreciation | | | (36,622 | ) | | | (9,156 | ) | | | - | | | | (9,156 | ) | | | (4,596 | ) |
Goodwill | | | (625,075 | ) | | | (156,269 | ) | | | (56,257 | ) | | | (212,526 | ) | | | (252,323 | ) |
Other provisions and other temporary differences: | | | | | | | | | | | | | | | | | | | | |
Business Combinations | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | (3,129,578 | ) | | | (782,394 | ) | | | (281,662 | ) | | | (1,064,056 | ) | | | (344,686 | ) |
Intangible assets | | | (1,371,473 | ) | | | (342,868 | ) | | | (123,433 | ) | | | (466,301 | ) | | | (381,558 | ) |
Other net assets | | | 46,699 | | | | 11,675 | | | | 4,203 | | | | 15,877 | | | | 99,331 | |
Gain of formation of Joint Venture | | | (3,296,959 | ) | | | (824,240 | ) | | | (296,726 | ) | | | (1,120,966 | ) | | | - | |
Deemed cost | | | (366,151 | ) | | | (91,538 | ) | | | (32,954 | ) | | | (124,491 | ) | | | (124,490 | ) |
Others | | | (160,994 | ) | | | (40,248 | ) | | | (14,489 | ) | | | (54,737 | ) | | | (228,454 | ) |
| | | (9,301,265 | ) | | | (2,325,316 | ) | | | (833,818 | ) | | | (3,159,134 | ) | | | (1,510,965 | ) |
Total deferred taxes, net | | | (4,628,704 | ) | | | (1,618,237 | ) | | | (581,153 | ) | | | (2,199,390 | ) | | | (795,632 | ) |
The assets of deferred income taxes should be realized within 10 years, according to the future profitability of the Company, its subsidiaries and joint-controlled entities.
Income tax losses carryforward and social contribution tax losses may be offset against a maximum of 30% of annual taxable income earned, with no statutory limitation period. Income tax losses carryforward and social contribution tax losses do not expire.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
19. | Provision for judicial demands |
| | | 09.30.2011 | | | | 03.31.2011 | |
| | | | | | | | |
Tax | | | 584,986 | | | | 418,744 | |
Civil | | | 180,266 | | | | 82,599 | |
Labor | | | 210,539 | | | | 164,939 | |
| | | 975,791 | | | | 666,282 | |
Changes in provision for judicial demands:
| | Tax | | | Civil | | | Labor | | | Total | |
Balance at March 31, 2011 | | | 418,744 | | | | 82,599 | | | | 164,939 | | | | 666,282 | |
Provision | | | 35,984 | | | | 20,882 | | | | 51,075 | | | | 107,941 | |
Settlements | | | (2,175 | ) | | | (3,309 | ) | | | (6,607 | ) | | | (12,091 | ) |
Write off | | | (908 | ) | | | (16,092 | ) | | | (31,228 | ) | | | (48,228 | ) |
Reclassification | | | - | | | | 988 | | | | - | | | | 988 | |
Effect of proportional consolidation of Raízen | | | 118,824 | | | | 91,020 | | | | 22,768 | | | | 232,612 | |
Monetary variation | | | 14,517 | | | | 4,178 | | | | 9,592 | | | | 28,287 | |
Balance at Setembro 30, 2011 | | | 584,986 | | | | 180,266 | | | | 210,539 | | | | 975,791 | |
The existing judicial demands and contingencies until the formation of the joint venture will be under the responsability of their shareholders (Cosan and Shell). Any disbursement incurred by the jointly-controlled subsidiaries will be subject to refund.
The judicial demands and contingencies which may take place after the date of the formation of the joint ventures will be under the responsibility of the jointly-controlled subsidiaries.
Judicial demands deemed as probable loss
The major tax legal proceeding as of September 30,2011 and March 31, 2011 are described as follows:
| | | 09.30.2011 | | | | 03.31.2011 | |
IPC – 89 (i) | | | 81,225 | | | | 80,273 | |
Compensation with finsocial (ii) | | | 189,918 | | | | 183,706 | |
CIDE (iii) | | | 93,842 | | | | - | |
ICMS credits (iv) | | | 67,085 | | | | 56,880 | |
PIS and COFINS | | | 25,228 | | | | - | |
IPI | | | 21,779 | | | | - | |
IRPJ and CSLL | | | 4,073 | | | | - | |
Others | | | 101,836 | | | | 97,885 | |
| | | 584,986 | | | | 418,744 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
(i) Since 1993, the subsidiary Cosan Lubrificantes e Especialidades (“Cosan CLE”) filed a suit to challenge the balance sheet restatement índex (IPC) established by the federal government in 1989, considering the such index did not reflect the actual inflation back then. The use of this index led the Company to supposedly overstate and overpay the income and social contribution taxes. Cosan CLE obtained a favorable preliminary court ruling that allowed it to recalculate the financial position, using indexes that accurately measured the inflation over the period. In doing so the company adjusted the amounts of income and social contribution taxes payable and identified that overpayments for both taxes were offset in subsequent years until 1997. Despite the favorable court rulings, tax authorities issued a notice of infringement to the Company challenging all tax offsets performed in 1993 and some offsets in 1994 and 1997. Due to this contingent scenario involving those compensations, these amounts were recorded as a provision for judicial demands. These amounts have been updated according to the SELIC variation.
(ii) From September to March 1994, the subsidiary Cosan CLE did the compensation of COFINS and other taxes with the FINSOCIAL previous paid from that period, based on a favorable court ruling which were discussed the constitutionality of FINSOCIAL.
In 1995, Cosan CLE was declared exempt from COFINS levies. Thus, Cosan CLE understood that the compensations done between COFINS and FINSOCIAL did not occur and, in 2003, based on a favorable final courd decision to the Company related to FINSOCIAL, the Company concluded that the credits of these taxes compensated with COFINS were once again available to compensate with another taxes. Due to this contingent scenario of this compensation, Cosan CLE maintained all the amount compensated recorded as a provision for judicial demands until the Federal Revenue Service ratify this compensation.
In 2009 the Federal Revenue Service dismissed this aforementioned compensation, under the allegation that Cosan CLE had alrealy utilized these credits to compensate with COFINS in 1994. In view of this understanding, the management decided to challenge the administrative decisions, which is pending judgement at the Taxpayers’ Council. The amount of the provision for judicial demands recorded has been updated according to the SELIC variation.
(iii) The jointly-controlled subsidiary Raízen Combustíveis, while named Shell Brasil Limitada, made provisions of CIDE over services provided by operations not contributed in the process of formation of joint ventures such as exploration and production of oil and natural gas. If the jointly-controlled subsidiary is not successful in the litigation, the shareholder Shell will reimburse the jointly-controlled subsidiary. The reimbursement which the jointly-controlled subsidiary Raízen Combustíveis is entitled to receive from Shell Group is recorded as a accounts receivable in related parties.
(iv) The amount accrued related to ICMS credits is represented by: (a) notices of violations received, despite the fact that we are defending our position in an
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
administrative or judicial shere, our legal advisors believe that the chance of loss are probable; (b) use of credit and financial charges on issues whose understanting of the management of the Company and their tax advisors differs from the interpretations of the tax authorities.
The Company, its subsidiaries and jointly-controlled subsidiaries are parties to a number of civil claims related to (i) indemnity for physical and moral damages; (ii) public civil claims related to sugarcane stubble burning; and (iii) environmental matters.
The Company, its subsidiaries and jointly-controlled subsidiaries are also parties to a number of labor claims filed by former employees and service providers challenging, among other factors, the payment of additional hours, night shift premium and risk premium, employment inclusion, reimbursement of discounts from payroll, such as social contribution, trade union charges, among others.
Judicial demands deemed as possible loss
The main tax claims for which the unfavorable outcome is deemed possible and, therefore, no provision for legal claims was recorded, are as follows:
| | | 09.30.2011 | | | | 03.31.2011 | |
Tax assessment - Withholding income taxes (i) | | | 199,845 | | | | 194,498 | |
ICMS - State VAT (ii) | | | 596,146 | | | | 490,896 | |
IRPJ / CSSL | | | 138,015 | | | | - | |
ICMS Tax Replacement (ii) | | | 619,171 | | | | - | |
IPI - Federal VAT (iii) | | | 204,891 | | | | 270,817 | |
Compensation with IPI – IN 67/98 (iv) | | | 93,210 | | | | 181,292 | |
Contribution to IAA - sugar & ethanol institute | | | 1,307 | | | | - | |
INSS - Social security contribution (v) | | | 66,247 | | | | 72,616 | |
PIS and Cofins (vi) | | | 422,045 | | | | 163,129 | |
Others | | | 208,094 | | | | 197,884 | |
| | | 2,548,971 | | | | 1,571,132 | |
| (i) | Tax assessment – withholding income tax |
In September 2006 the Federal Revenue Service served another notice of infringement on the Company, this time for failure to withhold and pay income tax at source on capital gains derived from the acquisition of a subsidiary. This tax assessment originated administrative demand, which loss probability is considered possible in the opinion of legal advisors of the Company and, therefore, no provision for legal claims was recorded.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Refers mainly to (i) Tax Assessment filed in view of the alleged lack of payment of ICMS and non-compliance with accessory obligation, in connection with the partnership and manufacturing upon demand, with Central Paulista Açúcar e Álcool Ltda., between May to December 2006 and May to December 2007; and (ii) ICMS levied on the remittances of crystallized sugar for export purposes. In accordance with the tax agent, such product is classified as semi-finished product and that, in accordance with the ICMS regulation, would be subject to taxation, (iii) ICMS levied on possible differences in terms of sugar and alcohol inventories, arising from magnetic tax files and Inventory Registry Books and (iv) ICMS concerning rate difference due to ethanol sales to companies located in other states, which, subsequently, had their registrations revoked and (v) disallowance of credit resulting from the acquisition of diesel used in the production process.
(iii) IPI – Federal VAT
SRF Normative Instruction n° 67/98 approved the procedure adopted by the industrial establishments which performed remittances without registries and payment of the IPI rate, in regard to transfers of sugarcane carried out between July 6, 1995 and November 16, 1997 and refined sugar between January 14, 1992 and November 16, 1997. Such rule was considered in proceedings filed by the Federal Revenue Secretariat against the Company, the unfavorable outcome of which is deemed as possible, in accordance with the opinion of the Company’s legal advisors.
(iv) Offsets against IPI credits – IN 67/98
SRF Normative Instruction No. 67/98 made it possible to obtain refund of IPI tax payments for sales of refined sugar from January 14, 1992 through November 16, 1997. In view of this rule, the Company applied for offsetting amounts paid during the relevant periods against other tax liabilities. However, the Federal Revenue Service denied its application for both reimbursement and offsetting of such amounts. The Company challenged this ruling in an administrative proceeding.
Upon being notified to pay tax debts resulting from offset transactions in light of certain changes introduced by IN SRF No. 210/02, the Company filed a writ of mandamus and applied for a preliminary injunction seeking to stay enforceability of offset taxes, in an attempt to prevent the tax authorities from demanding the relevant tax debts in court. The preliminary injunction was granted by court. A liminar foi deferida pelo juízo competente. The legal advisor of the Company, who sponsor this demand, considered the loss probability of this demand as possible.
(v) INSS - Social Security Contribution
Refers mainly to tax assessment received and defended by the legal counsel, concerning social security contribution on: (i) stock option plan and (ii) export sales and (iii) resale of materials for companies under common control and suppliers.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
(vi) PIS e COFINS
Refers mainly to the reversal of PIS and COFINS credits, provided by Laws 10.637/2002 and 10.833/2003, respectively. Those reversals arise from a differing interpretation of the laws by the Internal Revenue Service in regard to raw materials. Such discussions are still at the administrative level.
The compensated and updated amount until September 30, 2011 is R$184,439 (R$182,624 as of March 31, 2011). In addition, the Company has the same litigation with the Internal Revenue Service, which the compensated and updated amount totalized R$12,479 until September 30, 2011 (R$12,360 as of March 31, 2011). This demand is supported by the legal advisors and the Company considers that there is no need to accrue any provision for this aforementioned demand.
The main civil and labor claims for which the unfavorable outcome is deemed possible and, therefore, no provision for legal claims was recorded, are as follows::
| | | 09.30.2011 | | | | 03.31.2011 | |
Civil | | | 1,410,169 | | | | 377,608 | |
Labour | | | 385,662 | | | | 302,289 | |
| | | 1,795,831 | | | | 679,897 | |
The Labor public prosecution office of the 15th Region (Campinas) and two non-governmental organizations filed a public civil action (ACP) against Shell Brazil Ltda ("Shell Brazil") today the jointly controlled subsidiary Raizen Combustíveis, in March 2007. The applications are based on, at the preliminary injunction, (i) lifelong health care for all former employees of the Paulínia plant and their families and as a definite application, (i) confirmation of the application, in case it has not been granted as writ of prevention (ii) collective moral damages worth of R$622,200 and (iii) failure to explore economic activity in that region due to environmental degradation caused by chemical contamination of soil and water. The parties attempted to negotiate an agreement between 2007 and 2009 and during this period the lawsuit was suspended.
On August 19, 2010, the ruling was published, which granted the former employees of the claim, Shell, the payment of R$20 per year of service or fraction greater than six months, as individual moral damages, plus a consistent compensation for material damages for the cost of medical treatment to each former employee and their dependents, and also R$ 64.5 to each former employee and each dependent as a compulsory substitute indemnification of affirmative covenant, which refers to the period between the filing of action until September 30, 2010, as well as collective moral damages, which was be revised from R$ 622,200 to R$762,000.
Finally, the judge ruled that the total amount the cause was R$1,100,000. In August, Shell Brazil filed an ordinary appeal.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
On April 8, 2011 the decision of the Regional Labor Court - TRT was published, which did not grant the ordinary appeals lodged by Shell and BASF and fully maintained the convictions set as published on August 19, 2010. The two companies requested further clarification on the decision in order to submit applicable appeals to the Superior Labor Court - TST." The Company believes that, on a possible ultimate conviction, the amount set by the decision will be significantly lower than those decided by the TST.
The Shell Group believes that, on a possible ultimate conviction, the amount set by the decision will be significantly lower than those decided by the TST.
It is import to mention that, according to a agreement entered into at the establishment of the joint venture, any convictions in litigation arising from events prior to the establishment of the joint venture, are the sole responsibility of the jointly controlling shareholders, in this case, the Shell Group.
a) Common stock
As of March 31, 2011 and March 31, 2010, Cosan Limited’s share capital consists of:
Shareholder | | Class A shares and/or BDRs | | | % | | | Class B shares | | | % | |
Queluz Holding Limited | | | 11,111,111 | | | | 6.37 | | | | 66,321,766 | | | | 68.85 | |
Usina Costa Pinto S.A. Açúcar e Álcool | | | - | | | | - | | | | 30,010,278 | | | | 31.15 | |
Aguassanta Participações S.A. | | | 5,000,000 | | | | 2.87 | | | | - | | | | - | |
Gávea Funds | | | 33,333,333 | | | | 19.12 | | | | - | | | | - | |
Others | | | 124,910,897 | | | | 71.64 | | | | - | | | | - | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
Class B1 shares are entitle their holders to 10 votes per share and Class A shares entitle holders to 1 vote per share.
b) Repurchase of shares
On September 16, 2011, the Board of Directors approved a stock repurchase plan for the purpose of maintenance in treasury, cancellation or disposal. The repurchase of shares is due to 365 days and the maximum amount of repurchase is US$100 million.
During the quarter ended September 30, 2011, the Company acquired 230,500 shares for R$4,579, including expenses. The average unit stock value acquired during the period was R$18.88, which the maximum and minimum value was R$21.16 and R$ 16.12, respectively.
As of September 30, 2011, the Company has 230,500 treasury shares, which market value, that date, was R$18.47.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
c) Dividends
On August 12, 2011 was approved at a meeting of the Board of Directors, the distribution of the entire dividend to be received by Cosan S,A, Indústria e Comércio on August 31, 2011, The dividends will be paid to shareholders for the fiscal year 2011, ended March 31, 2011 totaling US$ 76,907, corresponding to US$ 0.28 per share and class A/B or the equivalent in dollars to holders of share deposit certificate (BDR), without withholding income tax at source.
d) Earnings per share
According to the IAS 33 – Earnings per share, the tables below present the reconciliation of the net income and the weighted average value per share used to the calculation of the basic and diluted earnings per share.
Cosan Limited does not present any dilutive potential shares outstanding, therefore the table below presents the calculation of basic and diluted earnings per share:
Basic and diluted:
| | | 09.30.2011 | | | | 09.30.2010 | |
Numerator: | | | | | | | | |
Net income – attributable to Cosan | | | 1,022,364 | | | | 148,669 | |
Denominator: | | | | | | | | |
Weighted average shares outstanding | | | 270,687,385 | | | | 270,687,385 | |
Basic earnings per share | | R$ | 3.78 | | | R$ | 0.55 | |
21. | Result of the formation of Joint Ventures (Raízen Energia e Raízen Combustíveis) |
As mentioned in note 1, on July 1st, 2011, the Company concluded, together with Royal Dutch Shell (“Shell”), the formation of two joint ventures: (1) Raízen Combustíveis, in the fuel distribution segment, and (ii) Raízen Energia, in the sugar and ethanol segment. The Company and Shell share the control of the two entities, each one has 50% of the economic control.
The formation of Raízen Energia and Raízen Combustíveis has the objective to create one of the world’s largest producers of sugar, ethanol and bioenergy produced through sugarcane and one of the largest fuel distributors in the Brazilian market.
Due to the formation of Raízen Energia and Raízen Combustíveis, the Company contributed its sugar and ethanol and fuel distribution businesses. Disconsolidating the related assets and liabilities and recording the remaining interest at fair value.
The process of disconsolidating do the contributed business, on June 1st, 2011, and the recognition of the new interest at fair value produced a gain of R$2,853,057 recorded during the period and shown below:
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Fair value of the remaining interest in the joint ventures (a) | 8,059,870 | |
Book value of the contributed businesses (assets and liabilities) | (4,207,173 | ) |
Gain on the formation of joint ventures | | 3,852,697 | |
| | | |
Other effects: | | - | |
| | | |
Write-off of recoverable taxes not realizable (b) | | (83,465 | ) |
Write-off of goodwill not contributed | | (637,535 | ) |
Write-off of other comprehensive income related to hedge acccounting | | (98,858 | ) |
Accrual of provisions according to the joint venture’s contract | | (80,000 | ) |
Other expenses and write-off incurred during the formation of joint ventures | | (99,782 | ) |
Net result on the formation of joint ventures | | 2,853,057 | |
| (a) | According to the appraisal report prepared by independent appraisers. |
| (b) | Recoverable taxes registered by the Cosan S.A. (parent), considered not realizable, and which, if received will be reimbursed to Raízen Energia. |
Considering that Cosan chose to consolidade proportionally the joint ventures, the fair value of the remaining interest was allocated to the 50% proportion of the fair value of the assets and liabilities of these entities with the purpose to determine the goodwill of the transaction, as shown below:
| | Raízen Energia | | | Raízen Combustíveis | | | Total | |
Fair value of assets and liabilities (a): | | | | | | | | | |
Cash and cash equivalents | | | 391,663 | | | | 51,636 | | | | 443,299 | |
Restricted cash | | | 28,449 | | | | - | | | | 28,449 | |
Accounts receivable | | | 397,748 | | | | 1,104,447 | | | | 1,502,195 | |
Derivatives | | | 114,204 | | | | - | | | | 114,204 | |
Inventories | | | 750,611 | | | | 864,227 | | | | 1,614,838 | |
Payment of capital receivable | | | 1,853,969 | | | | - | | | | 1,853,969 | |
Other assets | | | 3,262,974 | | | | 2,390,413 | | | | 5,653,387 | |
Investiments | | | 133,186 | | | | - | | | | 133,186 | |
Biological assets | | | 1,607,170 | | | | - | | | | 1,607,170 | |
Property, plant and equipment | | | 9,827,775 | | | | 2,901,748 | | | | 12,729,523 | |
Intangible assets | | | 191,180 | | | | 1,738,871 | | | | 1,930,051 | |
Loans and financing | | | (5,574,083 | ) | | | (929,471 | ) | | | (6,503,554 | ) |
Suppliers | | | (488,209 | ) | | | (518,031 | ) | | | (1,006,240 | ) |
Taxes payable | | | (889,575 | ) | | | (78,360 | ) | | | (967,935 | ) |
Other liabilities | | | (3,779,444 | ) | | | (3,409,812 | ) | | | (7,189,256 | ) |
Non controlling interests | | | (133,569 | ) | | | (35,527 | ) | | | (169,096 | ) |
Net assets at fair value (a): | | | 7,694,049 | | | | 4,080,141 | | | | 11,774,190 | |
Cosan’s interest - 50% | | | 3,847,024 | | | | 2,040,071 | | | | 5,887,095 | |
Goodwill allocated (a) | | | 1,420,234 | | | | 753,148 | | | | 2,173,382 | |
Fair value of the remaining interest in the joint ventures | | | 5,267,258 | | | | 2,793,218 | | | | 8,060,477 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
The preliminary goodwill of the transaction (R$2,173,382) was allocated to the segments Raízen Energia and Raízen Combustíveis in the proportion of net assets at fair value of each of these investments.
| | | 09.30.2011 | | | | 09.30.2010 | |
| | | | | | | | |
Gross revenue from Sales of products and services | | | 12,922,330 | | | | 9,569,127 | |
| | | | | | | | |
Indirect taxes and deductions | | | (930,067 | ) | | | (853,418 | ) |
| | | | | | | | |
Net revenue | | | 11,992,263 | | | | 8,715,709 | |
23. | Financial results, net |
Financial expenses | | 07.01.11 to 09.30.2011 | | | 04.01.11 to 09.30.2011 | | | 07.01.10 to 09.30.2010 | | | 04.01.10 to 09.30.2010 | |
Interest | | | (179,919 | ) | | | (383,628 | ) | | | (138,789 | ) | | | (284,480 | ) |
Monetary variation | | | (6,204 | ) | | | (11,365 | ) | | | (15,232 | ) | | | (32,885 | ) |
Bank charges | | | (2,528 | ) | | | (4,860 | ) | | | (758 | ) | | | (1,406 | ) |
Other | | | - | | | | - | | | | (1,137 | ) | | | (1,137 | ) |
| | | (188,651 | ) | | | (399,853 | ) | | | (155,916 | ) | | | (319,908 | ) |
Financial income | | | | | |
Interest | | | 65,066 | | | | 121,621 | | | | 12,040 | | | | 39,001 | |
Monetary variation | | | 3,971 | | | | (1,455 | ) | | | 7,268 | | | | 15,348 | |
Investment income | | | 45,261 | | | | 73,577 | | | | 18,750 | | | | 37,135 | |
Others | | | 3,874 | | | | 693 | | | | 151 | | | | 362 | |
| | | 118,172 | | | | 194,436 | | | | 38,209 | | | | 91,846 | |
Foreign exchange variation, net | | | | | | | | | | | | |
Gain/Loss of foreign Exchange variation (1) | | | (311,760 | ) | | | (186,778 | ) | | | 187,745 | | | | 155,519 | |
| | | | | | | | | | | | | | | | |
Derivatives, net | | | | | | | | | | | | | | | | |
Commodities | | | (6,380 | ) | | | 16,170 | | | | (17,177 | ) | | | (3,800 | ) |
Commodities - Hedge Accounting | | | (5,915 | ) | | | (6,949 | ) | | | 32,704 | | | | 27,116 | |
| | | (12,295 | ) | | | 9,221 | | | | 15,527 | | | | 23,316 | |
| | | (394,534 | ) | | | (382,974 | ) | | | 85,565 | | | | (49,227 | ) |
(1) | Include gain (losses) of foreign exchange rate over assets and liabilities denominated in foreign currency; and |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
On September 30, 2011 and March 31, 2011, fair values related to transactions involving derivative financial instruments with the purpose of hedge or other purposes were measured at market value (fair value) by observables factors such as quoted prices in active markets or discounted cash flows based on market curves and are presented below:
| | Notional | | | Fair Value | | | | |
| | September 30 2011 | | | March 31 2011 | | | September 30 2011 | | | March 31 2011 | | | Result (*) | |
Raízen Energia | | | | | | | | | | | | | | | |
Price risk | | | | | | | | | | | | | | | |
Commodity Derivatives | | | | | | | | | | | | | | | |
Futures Contracts | | | 478,392 | | | | - | | | | 25,235 | | | | - | | | | (40,639 | ) |
Options | | | 14,670 | | | | - | | | | 1,109 | | | | - | | | | (13,988 | ) |
| | | | | | | | | | | 26,344 | | | | - | | | | (54,628 | ) |
Exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Exchange rate derivatives | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | 413,770 | | | | - | | | | (8,932 | ) | | | - | | | | 13,683 | |
Forward contract: | | | 545,075 | | | | - | | | | (28,942 | ) | | | - | | | | 18,927 | |
Exchange lock | | | 256,381 | | | | - | | | | (11,411 | ) | | | - | | | | (11,411 | ) |
| | | | | | | | | | | (49,285 | ) | | | - | | | | 21,199 | |
Total Raízen Energia | | | | | | | | | | | (22,941 | ) | | | - | | | | (33,428 | ) |
Consolidated Cosan (50% Raízen Energia) | | | | | | | | | | | (11,471 | ) | | | - | | | | (16,714 | ) |
| | | | | | | | | | | | | | | | | | | | |
Derivatives of the Parent Company and subsidiares | | | | | | | | | | | | | | | | | | | | |
Price risk | | | | | | | | | | | | | | | | | | | | |
Commodity Derivatives | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | | | | | 1,308,033 | | | | - | | | | (68,906 | ) | | | - | |
Options: | | | | | | | 10,364 | | | | - | | | | (17,484 | ) | | | - | |
| | | | | | | | | | | - | | | | (86,390 | ) | | | - | |
Exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Exchange rate derivatives | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | - | | | | (114,204 | ) | | | - | | | | (117 | ) | | | - | |
Forward contract: | | | 111,384 | | | | 694,599 | | | | 11,612 | | | | 9,900 | | | | 39,706 | |
| | | | | | | | | | | 11,612 | | | | 9,783 | | | | 39,706 | |
Total Cosan (Including 50% Raízen Energia) | | | | | | | | | | | 141 | | | | | | | | 22,992 | |
Total Assets | | | | | | | | | | | 29,434 | | | | | | | | | |
Total Liabilities | | | | | | | | | | | (29,293 | ) | | | | | | | | |
| (*) | Results incurred during the six-month period ended September 30, 2011, only for the outstanding derivatives on that date. |
This arises from the potential for fluctuations in the market prices of products sold by the Company, mainly raw material sugar - VHP (sugar #11) and white sugar (LIFFE sugar #5). These fluctuations in prices can cause substantial changes in the revenues of the Company. To mitigate these risks, the Company constantly monitors the markets, seeking to anticipate changes in prices. The positions of the consolidated derivative financial instruments to hedge the price risk of commodities are shown in the table below:
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Price risk : Outstanding commodities derivatives on September 30, 2011 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Derivatives financial instruments contracted by Raízen Energia | |
Composition of derivatives financial instruments designated in hedge accounting | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Future | | Short | | NYBOT | | Sugar#11 | | 01/Mar/12 | | | 4,997 | | | - | | ¢/lb 26.04 | ¢/lb 25.29 | | | (249,850 T | ) | | | 12,067 | | | | 7,835 | |
Future | | Short | | NYBOT | | Sugar#11 | | 01/May/12 | | | 925 | | | - | | ¢/lb 26.37 | ¢/lb 24.60 | | | (46,992 T | ) | | | 50,659 | | | | 3,399 | |
Future | | Short | | NYBOT | | Sugar#11 | | 01/Jul/12 | | | 3,582 | | | - | | ¢/lb 24.64 | ¢/lb 23.81 | | | (181,974 T | ) | | | 183,304 | | | | 6,168 | |
Future | | Short | | NYBOT | | Sugar#11 | | 01/Oct/12 | | | 3,366 | | | - | | ¢/lb 24.66 | ¢/lb 23.36 | | | (171,001 T | ) | | | 172,400 | | | | 9,092 | |
Sub-total of futures of Sugar Sold | | | | | | | | | (649,817 T | ) | | | 418,431 | | | | 26,494 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Composition of derivatives financial instruments not designated in hedge accounting | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Future | | Long | | NYBOT | | Sugar#11 | | 01/Mar/12 | | | 858 | | | - | | ¢/lb 25.95 | ¢/lb 25.29 | | | (43,588 T | ) | | | (46,237 | ) | | | (1,170 | ) |
Future | | Long | | NYBOT | | Sugar#11 | | 01/May/12 | | | 181 | | | - | | ¢/lb 24.80 | ¢/lb 24.60 | | | (9,195 T | ) | | | (9,323 | ) | | | (75 | ) |
Future | | Long | | NYBOT | | Sugar#11 | | 01/Jul/12 | | | 74 | | | - | | ¢/lb 23.97 | ¢/lb 23.81 | | | (3,759 T | ) | | | (3,684 | ) | | | (24 | ) |
Future | | Long | | NYBOT | | Sugar#11 | | 01/Oct/12 | | | 15 | | | - | | ¢/lb 23.05 | ¢/lb 23.36 | | | (762 T | ) | | | (718 | ) | | | 10 | |
Sub-total of futures of Sugar Purchased | | | | | | (57,305 T | ) | | | (59,961 | ) | | | (1,259 | ) |
Sub-total of futures of Sugar | | | | | | (707,122 T | ) | | | 358,469 | | | | 25,235 | |
Call | | Long | | NYBOT | | Sugar#11 | | 01/Jul/12 | | | 100 | | ¢/lb 31.00 | | ¢/lb 1.51 | ¢/lb 0.93 | | | (5,080 T | ) | | | (314 | ) | | | 193 | |
Call | | Long | | NYBOT | | Sugar#11 | | 01/Jul/12 | | | 1,700 | | ¢/lb 31.00 | | ¢/lb 0.68 | ¢/lb 0.93 | | | (86,364 T | ) | | | (2,385 | ) | | | 3,284 | |
Sub-total of Call Purchased | | | | | | (91,444 T | ) | | | (2,699 | ) | | | 3,477 | |
Call | | Long | | NYBOT | | Sugar#11 | | 01/May/12 | | | 545 | | ¢/lb 29.00 | | ¢/lb 2.47 | ¢/lb 1.27 | | | (27,687 T | ) | | | 2,800 | | | | (1,438 | ) |
Call | | Long | | NYBOT | | Sugar#11 | | 01/Jul/12 | | | 100 | | ¢/lb 31.00 | | ¢/lb 1.53 | ¢/lb 0.93 | | | (5,080 T | ) | | | 317 | | | | (193 | ) |
Call | | Long | | NYBOT | | Sugar#11 | | 01/Jul/12 | | | 2,075 | | ¢/lb 31.00 | | ¢/lb 1.42 | ¢/lb 0.93 | | | (105,415 T | ) | | | 6,106 | | | | (4,008 | ) |
Sub-total of Call Sold | | | | | | (138,183 T | ) | | | 9,223 | | | | (5,639 | ) |
Put | | Short | | NYBOT | | Sugar#11 | | 01/May/12 | | | 545 | | ¢/lb 25.00 | | ¢/lb 2.43 | ¢/lb 2.89 | | | (27,687 T | ) | | | 2,747 | | | | 3,271 | |
Sub-total of Put Purchased | | | | | | (27,687 T | ) | | | 2,747 | | | | 3,271 | |
Sub-total of Options of Sugar | | | | | | | | | | | | | | 1,109 | |
Total Commodities | | | | | | | | | | 367,740 | | | | 26,344 | |
The fair value of these derivatives was measured by observable factors, such as quoted prices in active markets and, in some cases, by means of models whose assumptions are observable in the market.
This arises from the possibility of fluctuations in the exchange rates of the foreign currencies used by the Company, its subsidiaries and jointly-controlled subsidiaries for the export revenues of products, imports, debt cash flow and other assets and liabilities denominated in a foreign currency. The Company, its subsidiaries and jointly-controlled subsidiaries use derivative transactions to manage the risks of cash flow coming from the export revenues denominated in U.S. dollars, net of other cash flows denominated in foreign currency. The table below demonstrates the consolidated positions outstanding on September 30, 2011 of derivatives used to hedge exchange rates:
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Exchange risk : Outstanding derivatives on September 30, 2011 |
| | | | | | | | | | | | | | | | | | Notional | | | | |
Derivatives financial instruments contracted by Raízen Energia |
Composition of derivatives financial instruments designated in hedge accounting |
| | | | | | | | | | | | | | | | | | | | | | | |
Forward | | Short | | OTC/Cetip | | NDF | | 03/Oct/11 | | 1 | | - | | R$ 1.776 /US$ | | R$ 1.854 /US$ | | USD | 110,000 | | 195,310 | | (8,670) |
Forward | | Short | | OTC/Cetip | | NDF | | 02/Jan/12 | | 1 | | - | | R$ 1.822 /US$ | | R$ 1.920 /US$ | | USD | 50,000 | | 91,075 | | (4,801) |
Forward | | Short | | OTC/Cetip | | NDF | | 02/Apr/12 | | 1 | | - | | R$ 1.835 /US$ | | R$ 1.950 /US$ | | USD | 141,000 | | | | |
Sub-total of Forward Sold | | | | | | | | | | | 545,075 | | (28,942) |
| | | | | | | | | | | | | | | | | | | | | | | |
Composition of derivatives financial instruments not designated in hedge accounting | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Future | | Short | | BMFBovespa | | Commercial Dollar | | 03/Oct/11 | | 9,855 | | - | | R$ 1.711 /US$ | | R$ 1.854 /US$ | | USD | - | | - | | (1,672) |
Future | | Short | | BMFBovespa | | Commercial Dollar | | 01/Nov/11 | | 5,755 | | - | | R$ 1.837 /US$ | | R$ 1.898 /US$ | | USD | - | | - | | (9,662) |
Future | | Short | | CME Group | | EUR/USD | | 21/Dec/11 | | 65 | | - | | US$ 1.376 /€ | | US$ 1.342 /€ | | EUR | - | | | | |
Sub-total of Future Sold | | | | | | | | | | | | | | | 20,739 | | (10,808) |
Future | | Long | | BMFBovespa | | Commercial Dollar | | 03/Oct/11 | | 11,055 | | - | | R$ 1.770 /US$ | | R$ 1.854 /US$ | | USD | - | | | | |
Sub-total of Future Purchased | | | | | | | | | | | | | | | - | | 1,876 |
Exchange lock | | Short | | OTC | | Exchange lock | | 02/Jul/12 | | 1 | | - | | R$ 1.937 /US$ | | R$ 1.977 /US$ | | USD | 30,000 | | 58,104 | | (497) |
Exchange lock | | Short | | OTC | | Exchange lock | | 02/Jul/12 | | 1 | | - | | R$ 1.913 /US$ | | R$ 1.977 /US$ | | USD | 20,000 | | 38,254 | | (1,140) |
Exchange lock | | Short | | OTC | | Exchange lock | | 06/Sep/12 | | 1 | | - | | R$ 1.802 /US$ | | R$ 2.001 /US$ | | USD | 20,000 | | 36,044 | | (3,565) |
Exchange lock | | Short | | OTC | | Exchange lock | | 13/Sep/12 | | 1 | | - | | R$ 1.860 /US$ | | R$ 2.002 /US$ | | USD | 40,250 | | 74,881 | | (5,215) |
Exchange lock | | Short | | OTC | | Exchange lock | | 24/Sep/12 | | 1 | | - | | R$ 1.964 /US$ | | R$ 2.005 /US$ | | USD | 25,000 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total of exchange - Derivatives financial instruments contracted by Raízen Energia | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Fair value of derivative financial instruments registered in the Company (50% Raízen Energia) | | | | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Exchange risk: Outstanding derivatives on September 30, 2011 |
| | | | | | | | | | | | | | | | | | | | | | |
Derivative financial instruments contracted by the Company and subsidiaries (except the joint ventures) |
Composition of derivatives financial instruments not designated in hedge accounting |
|
Forward | | Long | | OTC | | NDF | | 04/Nov/11 | | 1 | | - | | R$ 1.818 /US$ | | R$ 1.894 /US$ | | USD 6,188 | | 11,246 | | 462 |
Forward | | Long | | OTC | | NDF | | 03/Feb/12 | | 1 | | - | | R$ 1.857 /US$ | | R$ 1.836 /US$ | | USD 6,188 | | 11,489 | | (130) |
Forward | | Long | | OTC | | NDF | | 04/May/12 | | 1 | | - | | R$ 1.894 /US$ | | R$ 1.954 /US$ | | USD 6,188 | | 11,722 | | 347 |
Forward | | Long | | OTC | | NDF | | 03/Aug/12 | | 1 | | - | | R$ 1.936 /US$ | | R$ 1.979 /US$ | | USD 6,188 | | 11,978 | | 248 |
Forward | | Long | | OTC | | NDF | | 01/Nov/12 | | 1 | | - | | R$ 1.978 /US$ | | R$ 2.005 /US$ | | USD 6,188 | | 12,239 | | 152 |
Forward | | Long | | OTC | | NDF | | 04/Feb/13 | | 1 | | - | | R$ 2.021 /US$ | | R$ 2.034 /US$ | | USD 6,188 | | 12,504 | | 72 |
Forward | | Long | | OTC | | NDF | | 03/May/13 | | 1 | | - | | R$ 2.059 /US$ | | R$ 2.061 /US$ | | USD 6,188 | | 12,739 | | 10 |
Forward | | Long | | OTC | | NDF | | 02/Aug/13 | | 1 | | - | | R$ 2.101 /US$ | | R$ 2.089 /US$ | | USD 6,188 | | 12,997 | | (64) |
Forward | | Long | | OTC | | NDF | | 04/Nov/13 | | 1 | | - | | R$ 2.142 /US$ | | R$ 2.118 /US$ | | USD 6,188 | | 13,256 | | (129) |
Forward | | Long | | OTC | | NDF | | 04/Feb/14 | | 1 | | - | | R$ 2.185 /US$ | | R$ 2.148 /US$ | | USD 6,188 | | 13,521 | | (196) |
Forward | | Long | | OTC | | NDF | | 02/May/14 | | 1 | | - | | R$ 2.221 /US$ | | R$ 2.175 /US$ | | USD 6,188 | | 13,743 | | (233) |
Forward | | Long | | OTC | | NDF | | 04/Aug/14 | | 1 | | - | | R$ 2.263 /US$ | | R$ 2.205 /US$ | | USD 6,188 | | 14,002 | | (287) |
Forward | | Long | | OTC | | NDF | | 04/Nov/14 | | 1 | | - | | R$ 2.305 /US$ | | R$ 2.240 /US$ | | USD 6,188 | | 14,261 | | (315) |
Forward | | Long | | OTC | | NDF | | 04/Feb/15 | | 1 | | - | | R$ 2.343 /US$ | | R$ 2.279 /US$ | | USD 6,188 | | 14,497 | | (304) |
Forward | | Long | | OTC | | NDF | | 04/May/15 | | 1 | | - | | R$ 2.380 /US$ | | R$ 2.316 /US$ | | USD 6,188 | | 14,726 | | (295) |
Forward | | Long | | OTC | | NDF | | 04/Aug/15 | | 1 | | - | | R$ 2.425 /US$ | | R$ 2.348 /US$ | | USD 6,188 | | 15,003 | | (346) |
Forward | | Long | | OTC | | NDF | | 04/Nov/15 | | 1 | | - | | R$ 2.465 /US$ | | R$ 2.380 /US$ | | USD 6,188 | | 15,254 | | (380) |
Forward | | Long | | OTC | | NDF | | 04/Nov/11 | | 1 | | - | | R$ 1.617 /US$ | | R$ 1.894 /US$ | | USD 4,197 | | 6,788 | | 1,137 |
Forward | | Long | | OTC | | NDF | | 03/Feb/12 | | 1 | | - | | R$ 1.652 /US$ | | R$ 1.836 /US$ | | USD 4,197 | | 6,935 | | 777 |
Forward | | Long | | OTC | | NDF | | 04/May/12 | | 1 | | - | | R$ 1.679 /US$ | | R$ 1.954 /US$ | | USD 4,197 | | 7,047 | | 1,091 |
Forward | | Long | | OTC | | NDF | | 03/Aug/12 | | 1 | | - | | R$ 1.725 /US$ | | R$ 1.979 /US$ | | USD 4,197 | | 7,239 | | 994 |
Forward | | Long | | OTC | | NDF | | 01/Nov/12 | | 1 | | - | | R$ 1.761 /US$ | | R$ 2.005 /US$ | | USD 4,197 | | 7,390 | | 939 |
Forward | | Long | | OTC | | NDF | | 04/Feb/13 | | 1 | | - | | R$ 1.798 /US$ | | R$ 2.034 /US$ | | USD 4,197 | | 7,546 | | 893 |
Forward | | Long | | OTC | | NDF | | 03/May/13 | | 1 | | - | | R$ 1.834 /US$ | | R$ 2.061 /US$ | | USD 4,197 | | 7,696 | | 846 |
Forward | | Long | | OTC | | NDF | | 02/Aug/13 | | 1 | | - | | R$ 1.872 /US$ | | R$ 2.089 /US$ | | USD 4,197 | | 7,859 | | 792 |
Forward | | Long | | OTC | | NDF | | 04/Nov/13 | | 1 | | - | | R$ 1.914 /US$ | | R$ 2.118 /US$ | | USD 4,197 | | 8,032 | | 735 |
Forward | | Long | | OTC | | NDF | | 04/Feb/14 | | 1 | | - | | R$ 1.951 /US$ | | R$ 2.148 /US$ | | USD 4,197 | | 8,190 | | 691 |
Forward | | Long | | OTC | | NDF | | 02/May/14 | | 1 | | - | | R$ 1.987 /US$ | | R$ 2.175 /US$ | | USD 4,197 | | 8,340 | | 651 |
Forward | | Long | | OTC | | NDF | | 04/Aug/14 | | 1 | | - | | R$ 2.027 /US$ | | R$ 2.205 /US$ | | USD 4,197 | | 8,507 | | 605 |
Forward | | Long | | OTC | | NDF | | 04/Nov/14 | | 1 | | - | | R$ 2.065 /US$ | | R$ 2.240 /US$ | | USD 4,197 | | 8,666 | | 580 |
Forward | | Long | | OTC | | NDF | | 04/Feb/15 | | 1 | | - | | R$ 2.100 /US$ | | R$ 2.279 /US$ | | USD 4,197 | | 8,813 | | 578 |
Forward | | Long | | OTC | | NDF | | 04/May/15 | | 1 | | - | | R$ 2.131 /US$ | | R$ 2.316 /US$ | | USD 4,197 | | 8,942 | | 585 |
Forward | | Long | | OTC | | NDF | | 04/Aug/15 | | 1 | | - | | R$ 2.166 /US$ | | R$ 2.348 /US$ | | USD 4,197 | | 9,089 | | 563 |
Forward | | Long | | OTC | | NDF | | 04/Nov/15 | | 1 | | - | | R$ 2.199 /US$ | | R$ 2.380 /US$ | | USD 4,197 | | | | |
Total of exchange - Derivatives financial instruments contracted by the Company and subsidiaries (except the joint ventures) | | | | | | |
| | | | | | |
Total of exchange | | | | | | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| e) | Effects of hedge accounting |
The jointly-controlled subsidiary Raízen Energia formally designated its transactions subject to hedge accounting for cash flow hedges from sugar VHP (raw material) export revenue, documenting: (i) the relationship of the hedge, (ii) the Company’s purpose for taking the hedge and its risk management strategy, (iii) identification of the financial instrument, (iv) the transaction or item covered, (v) the nature of the risk being hedged, (vi) a description of the hedging relationship (vii) the demonstration of correlation between the hedge and the object of coverage, and (viii) the prospective analysis of hedge effectiveness. The Company has designated derivative financial instruments of Sugar # 11 (NYBOT or OTC) to cover the risk of price and Non-Deliverable Forwards (NDF) to cover exchange rate risk, as demonstrated in topics (b) and (c) of this Note.
The jointly-controlled subsidiary records gains and losses deemed effective for purposes of hedge accounting to a specific account in equity (“other comprehensive income”), until the object of coverage (hedged item) affects the profit and loss. On September 30, 2011, the amounts recorded in other comprehensive income related to hedge accounting are as follows:
| | | | | | Expected period to affect P&L | |
Derivative | Market | | Risk | | | | 2011/12 | | | | 2012/13 | | | Total | |
| | | | | | | | | | | | | | | |
Future | OTC / NYBOT | | | #11 | | | | (86,527 | ) | | | 17,036 | | | | (69,491 | ) |
NDF | OTC / CETIP | | USD | | | | (17,393 | ) | | | (15,581 | ) | | | (32,974 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
(-) Deferred income tax | | | | | | | | 35,333 | | | | (495 | ) | | | 34,838 | |
| | | | | | | | | | | | | |
Effect on the shareholder’s equity | | | | (68,587 | ) | | | 960 | | | | (67,627 | ) |
The movement for the period of the effect of hedge accounting on other comprehensive income is shown below:
Balance at March 31, 2011: | (143,298) |
Gain/(losses) of cash flow hedges for the period: | |
Future contracts ans swap commodities contract | (4,863) |
Currency forward contracts | 28,558 |
Reclassification adjustments for losses included in the income statement (Revenue of sales /financial result) | (7,901) |
Effect of the disconsolidation and formation of the Joint Ventures | 98,858 |
Total before tax effect | 114,652 |
Tax effect on gain/(losses) of cash flow hedges for the period – 34% | (38,981) |
Hedge accounting effect, net of tax | 75,671 |
Balance at September 30, 2011: | (67,627) |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
f) Interest rate risk
The Company monitors fluctuations of the interest rates related to certain loan contracts, mainly those with Libor interest rate risk, and in the event of increased volatility of such rates, it may engage in transactions with derivatives so as to minimize such risks. At September 30, 2011 and March 31, 2011, the Company has not presented interest rate risk derivatives outstanding.
g) Credit risk
A significant portion of sales made by the subsidiaries and jointly-controlled subsidiaries is to a select group of best-in-class counterparts (i.e. trading companies, fuel distribution companies and large supermarket chains).
Credit risk is managed through specific rules of client acceptance including credit ratings and limits for customer exposure, including the requirement of a letter of credit from major banks and obtaining actual warranties on given credit, when applicable. Management believes that the risk of credit is covered by the allowance for doubtful accounts.
The Company buys and sells commodity derivatives in futures and options markets on the New York Board of Trade (NYBOT) and the London International Financial Futures and Options Exchange (LIFFE), as well as in the over-the-counter (OTC) market with selected counterparties. The Company and its jointly-controlled subsidiaries buy and sell foreign exchange derivatives on BM&FBovespa and OTC contracts registered with CETIP (OTC clearing house) with banks Banco Santander S.A., Espirito Santo Investment do Brasil S.A., Deutsche Bank S.A. – Banco Alemão, Banco JP Morgan S.A. and Banco Standard de Investimentos S.A..
Guarantee margins – The Company’s derivative operations on commodity exchanges (NYBOT, LIFFE and BM&FBovespa) require an initial guarantee margin. The brokers with which the Company operates on these commodity exchanges offer credit limits for these margins.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Liquidity risk is the risk that the Company, its subsidiaries and jointly-controlled subsidiaries will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The approach of the Company's liquidity management is to ensure, as much as possible, which always has sufficient liquidity to meet its obligations to win, under normal and stress, without causing unacceptable losses or risk damaging the reputation of the Company.
i) Debt acceleration risk
As of September 30, 2011, the Company, its subsidiaries and the jointly controlled subsidiaries, were party to loan and financing agreements in force, with restrictive covenants related to cash generation, debt to equity ratio and others. This restrictive clauses are being observed by the Company and do not restrain the capacity of the Company of normal course of its business.
The fair value of financial assets and liabilities is included in the price at which the instrument could be exchanged in a current transaction between parties willing to negotiate, and not in a forced sale or liquidation. The following methods and assumptions were used to estimate the fair value.
Cash and cash equivalents, accounts receivable, accounts payable and other short-term obligations approximate their respective carrying values due largely to short-term maturity of these instruments.
The fair value of marketable securities and bonds is based on price quotations on the date of the financial statements. The fair value of non-negotiable instruments, bank loans and other debts, obligations under finance leases, as well as other non-current financial liabilities are estimated by the discounted future cash flows using rates currently available for debt or deadlines and similar instruments.
The fair market value of Senior Notes due 2014 and 2017, described in note 16, at its market price are 113.9% and 102.9% respectively, of its face value at September 30, 2011.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
j) Fair value -- Continued
The fair market value of Perpetual bonds, described in note 16, at its market price is 95%, respectively, of its face value at September 30, 2011.
In respect of other loans and financing, their fair market values substantially approximate the amounts recorded in the financial statements due to the fact that these financial instruments are subject to variable interest rates.
The fair value of financial assets available for sale is obtained through quoted market prices in active markets, if any.
The Company, its subsidiaries and jointly-controlled subsidiaries enter into derivative financial instruments with various counterparties, primarily financial institutions with credit ratings of investment grade. The derivatives valued using valuation techniques with observable market data relate mainly to interest rate swaps, foreign exchange contracts and term contracts for commodities futures. The valuation techniques applied more often include pricing models for fixed-term contracts and swaps, with a present value calculations. The models incorporate various data, including credit quality of counterparties, the rates of currency spot and forward, interest rate curves and forward rate curves of the commodity underlying.
Fair value hierarchy
The Company, its subsidiaries and jointly-controlled subsidiaries have the following hierarchy to determine and disclose the fair value of financial instruments by the technical evaluation:
| · | Level 1: quoted prices in a active market to identical assets and liabilities; |
| | Level 2: other techniques for which all data that have significant effect on the fair value recorded are observable, directly or indirectly; |
| | Level 3: techniques that use data that have significant effect on the fair value recorded that are not based on observable market data. |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
Assets and Liabilities measured at fair value | | Level 1 | | | Level 2 | | | Total | |
| | | | | | | | | |
September 30, 2011 | | | | | | | | | |
Warrants Radar | | | | | | 142,589 | | | | 142,589 | |
Derivative financial assets | | | 29,434 | | | | - | | | | 29,434 | |
Derivative financial liabilities | | | (9,118 | ) | | | (20,175 | ) | | | (29,293 | ) |
| | | | | | | | | | | | |
March 31, 2011 | | | | | | | | | | | | |
Warrants Radar | | | - | | | | 162,961 | | | | 162,961 | |
Derivative financial assets | | | 35,577 | | | | 20,105 | | | | 55,682 | |
Derivative financial liabilities | | | (122,084 | ) | | | (10,205 | ) | | | (132,289 | ) |
Following is the sensitivity analysis of the fair value of financial instruments, in accordance with the types of risks deemed to be significant by the Company and its joint-controlled subsidiaries:
Assumptions for sensitivity analysis
For the analysis, the Company, its subsidiaries and jointly-controlled entities adopted three scenarios, being one probable and two that may have effects from impairment of the fair value of the financial instruments. The probable scenario was defined based on the futures sugar and US dollar market curves as of September 30, 2011, the same which determines the fair value of the derivatives at that date. Possible and remote scenarios were defined based on adverse impacts of 25% and 50% over the sugar and dollar price curves, which served as basis for the probable scenario.
Sensitivity exhibit
The sensivity exhibit is shown below, disclosing the changes in the fair value of the derivative financial instruments in the scenarios probable, possible and remote. The effects related to the jointly-controlled subsidiaries consider the impacts of the proportional consolidation.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | | | | | Impacts on the result (*) | |
| Risk factors | | Probable scenario | | | Possible scenario (25%) | | | Remote scenario (50%) | |
Price risk | | | | | | | | | | |
Commodity derivatives | | | | | | | | | | |
Futures agreements: | | | | | | | | | | |
Sale Commitments | Increase in sugar price | | | 13,247 | | | | (81,272 | ) | | | (162,544 | ) |
Purchase Commitments | Decrease in sugar price | | | (630 | ) | | | (7,338 | ) | | | (14,675 | ) |
| | | | | | | | | | | | | |
Options agreements: | | | | | | | | | | | | | |
Call options purchased | Decrease in sugar price | | | 1,738 | | | | (1,529 | ) | | | (1,735 | ) |
Call options sold | Increase in sugar price | | | (2,819 | ) | | | (6,739 | ) | | | (17,719 | ) |
Put options purchased | Increase in sugar price | | | 1,636 | | | | (1,086 | ) | | | (1,474 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Exchange rate risk | | | | | | | | | | | | | |
Exchange rate derivatives | | | | | | | | | | | | | |
Futures agreements: | | | | | | | | | | | | | |
Sale Commitments | R$ / US exchange rate appreciation | | | (5,667 | ) | | | (182,488 | ) | | | (364,975 | ) |
Sale Commitments | € / US exchange rate appreciation | | | 263 | | | | (2,527 | ) | | | (5,053 | ) |
Purchase Commitments | R$ / US exchange rate depreciation | | | 938 | | | | (128,128 | ) | | | (256,255 | ) |
Forward agreements: | | | | | | | | | | | | | |
Sale Commitments | R$ / US exchange rate appreciation | | | (14,471 | ) | | | (69,843 | ) | | | (139,686 | ) |
Exchange lock: | | | | | | | | | | | | | |
Sale Commitments | R$ / US exchange rate appreciation | | | (5,705 | ) | | | (30,805 | ) | | | (61,609 | ) |
(*) Projected result to be occurred in the next 12 months from September 30, 2011
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.
In the ordinary and extraordinary general meeting held on July 29, 2011, the guidelines for the outlining and structuring of a stock option plan for Cosan officers and employees were approved, thus authorizing the issue of up to 5% of shares comprising Cosan’s share capital. This stock option plan was outlined to attract and retain services rendered by officers and key employees, offering them the opportunity to become shareholders of Cosan. On August 18, 2011, Cosan’s board of directors approved the distribution of stock options corresponding up to 12,000,000 common shares to be issued or treasury shares held by Cosan corresponding to 2.95% of the share capital at the time. On the same date, 9,825,000 options were effectively granted, which by September 30, 2011, no options granted have been exercised or forfeited.
The strike price for the granted stock options was R$22.80 (twenty two reais and eighty cents) per share indexed by IPCA up to the exercise date and have been determined based on the last 30 quotations before the grant date. The options can only be exercised on a 10% or 20% per year basis, depending on each individual contratct, after a 12 months grace period, starting August 18, 2011. The options can be exercised up to a period of two years after the vesting period and will be forfeited upon its maturity or in case the beneficiary leaves the Company before its exercise, except in case of death or retirement.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
The fair value of the options granted will be amortized as na expense in our results against shareholders’ equity over the vesting period according to the service provided by the beneficiaries of the Plan.
The Company is estimating the fair value of the options in order to determine the future expense to be recognized due to the grant.
26. | Pension and other post-employment benefits plan |
Defined benefit
The subsidiary Cosan Lubricants e Especialidades S.A. sponsors Futura – a Complementary Pension Fund, formerly known as Previd Exxon – a private social security company, and the main purpose is to supplement benefits, within certain limits laid down in the by-laws, which all the employees of the sponsoring company and their respective beneficiaries are entitled to, as policy-holders/beneficiaries of social security. The supplementary pension plans offered to employees of Cosan CLE are a Defined Benefit Type. This plan was altered to allow its settlement and was approved by the relevant authority on May 5, 2011. Basically, the settlement is the process whereby the plan is closed to any new entrants, with the cessation of contributions, guaranteeing the participants a benefit that is in proportion to the rights they had accumulated in the plan up until March 31, 2011.
Defined contribution
Since July 1st, 2011, the Company and its subsidiaries start tp sponsor the Retirement Plan Futura, managed by Futura II – a Complementary Pension Fund, which the main purpose s to generate long-term savings to complement retirement benefits. This plan is a Defined Contribution type and extends to all the employees of the companies that sponsor it. The contributions to this plan are defined in the regulations that have been duly approved by the relevant authority. As at June 30, 2011 no contributions had yet been made to the plan by the sponsoring company. During the period ended September 30, 2011, the amount of contributions totaled R$3,032.
Since July 1st, 2011, the jointly-controlled subsidiaries started to sponsor the Retirement Plan Futura, managed by Futura II – a Complementary Pension Fund, which the main purpose is to generate long-term savings to complement retirement benefits. This plan is a Defined Contribution type and extends to all the employees of the companies that sponsor it. The contributions to this plan are defined in the regulations that have been duly approved by the relevant authority. During the period ended September 30, 2011, the amount of contributions totaled R$2,372.
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
27. | Segment information (consolidated) |
The following information about segments is based upon information used by Cosan’s senior management to assess the performance of operating segments and to decide on the allocation of resources.
Due to the formation of the Joint Ventures Raízen Energia and Raízen Combustíveis and the acquisition of the sugar retail business from Raízen, Cosan modified the disclosure of its segments and now disclosing five segments, as shown below. The comparative information related to the previous period were reclassified to be comparable with the current information.
The S&E segment is primarily engaged in the production and marketing of a variety of products derived from cane sugar, including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to energy cogeneration from sugar cane bagasse.
| (i) | Raízen Energia: production and marketing of a variety of products derived from cane sugar, including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to energy cogeneration from sugar cane bagasse. In addition, this segment has interest in companies of research and development in new technologies involved in this segment. |
| (ii) | Raízen Combustíveis: distribution and marketing of fuels and lubricants, mainly through franchised network of service stations under the brand “Shell” and "Esso" throughout the national territory. |
| (iii) | Rumo: logistics services for the transport, storage and port lifting of sugar for both the S&E segment and third parties. |
| (iv) | Cosan Alimentos: sale of food, mainly, of sugar in the retail under the brands “União” and “DaBarra”. |
| (v) | Other business Cosan: sale and distribution of lubricants, investments in agricultural land and other investments, in addition to the corporate structures of the activities of the Company. |
The following selected information result and segment assets that were measured in accordance with the accounting practices used in the preparation of consolidated information:
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | 07.01.2011 to 09.30.2011 | |
| | Raízen Energia (*) | | | Raízen Combustiveis (*) | | | Cosan Alimentos | | | Rumo | | | Other business Cosan | | | Elimination 50% Raízen | | | Adjustments and eliminations | | | Consolidated | |
Income statement (3 months): | | | | | | | | | | | | | | | | | | | | | | | | |
Net Sales | | | 2,665,768 | | | | 9,901,065 | | | | 267,165 | | | | 213,711 | | | | 289,908 | | | | (6,283,416 | ) | | | (249,918 | ) | | | 6,804,283 | |
Domestic market | | | 1,320,468 | | | | 9,901,065 | | | | 267,165 | | | | 213,711 | | | | 289,908 | | | | (5,610,766 | ) | | | (249,918 | ) | | | 6,131,633 | |
External market | | | 1,345,300 | | | | - | | | | - | | | | - | | | | - | | | | (672,650 | ) | | | - | | | | 672,650 | |
Gross profit | | | 504,946 | | | | 545,068 | | | | 67,049 | | | | 76,934 | | | | 92,929 | | | | (525,007 | ) | | | - | | | | 761,919 | |
Selling, general and administrative expenses | | | (262,205 | ) | | | (393,032 | ) | | | (35,947 | ) | | | (10,382 | ) | | | (80,825 | ) | | | 327,618 | | | | - | | | | (454,773 | ) |
Gain of formation of Joint Ventures | | | - | | | | - | | | | - | | | | - | | | | (18,160 | ) | | | - | | | | - | | | | (18,160 | ) |
Other income (expenses) | | | (9,040 | ) | | | 60,654 | | | | 19 | | | | 277 | | | | (22,867 | ) | | | (25,807 | ) | | | - | | | | 3,236 | |
Financial result, net | | | (341,778 | ) | | | (150,790 | ) | | | 1,590 | | | | 6,991 | | | | (156,831 | ) | | | 246,284 | | | | - | | | | (394,534 | ) |
Income tax and social contribution | | | 13,684 | | | | (21,699 | ) | | | 15,068 | | | | (24,237 | ) | | | 201,372 | | | | 4,008 | | | | - | | | | 188,195 | |
Net income | | | (100,307 | ) | | | 37,938 | | | | 47,779 | | | | 49,298 | | | | 269,064 | | | | 31,184 | | | | (297,792 | ) | | | 37,165 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Additions to PP&E, intangible and biological assets (cash) | | | 508,756 | | | | 76,737 | | | | 114 | | | | 48,054 | | | | 19,321 | | | | (292,746 | ) | | | - | | | | 360,235 | |
Depreciation and amortization (including biological assets noncash effect) | | | 599,648 | | | | 84,212 | | | | 559 | | | | 10,276 | | | | 12,822 | | | | (341,930 | ) | | | - | | | | 365,587 | |
| | 04.01.2011 to 09.30.2011 | |
| | Raízen Energia (*) | | | Raízen Combustiveis (*) | | | Cosan Alimentos | | | Rumo | | | Other business Cosan | | | Elimination 50% Raízen | | | Adjustments and eliminations | | | Consolidated | |
Income statement (6 months): | | | | | | | | | | | | | | | | | | | | | | | | |
Net Sales | | | 4,303,096 | | | | 15,030,857 | | | | 267,165 | | | | 354,664 | | | | 531,034 | | | | (8,200,929 | ) | | | (293,624 | ) | | | 11,992,263 | |
Domestic market | | | 2,367,029 | | | | 15,030,857 | | | | 267,165 | | | | 354,664 | | | | 531,034 | | | | (7,528,279 | ) | | | (293,625 | ) | | | 10,728,845 | |
External market | | | 1,936,068 | | | | - | | | | - | | | | - | | | | - | | | | (672,650 | ) | | | - | | | | 1,263,418 | |
Gross profit | | | 857,248 | | | | 733,931 | | | | 67,049 | | | | 123,761 | | | | 181,538 | | | | (613,627 | ) | | | - | | | | 1,349,900 | |
Selling, general and administrative expenses | | | (520,654 | ) | | | (560,803 | ) | | | (35,947 | ) | | | (19,425 | ) | | | (155,088 | ) | | | 425,201 | | | | - | | | | (866,717 | ) |
Gain of formation of Joint Ventures | | | - | | | | - | | | | - | | | | - | | | | 2,853,057 | | | | - | | | | - | | | | 2,853,057 | |
Other income (expenses) | | | (19,405 | ) | | | 109,213 | | | | 19 | | | | 6,596 | | | | (20,775 | ) | | | (50,390 | ) | | | - | | | | 25,258 | |
Financial result, net | | | (298,132 | ) | | | (126,802 | ) | | | 1,590 | | | | 11,841 | | | | (230,254 | ) | | | 258,783 | | | | - | | | | (382,974 | ) |
Income tax and social contribution | | | 426 | | | | (60,277 | ) | | | 15,068 | | | | (40,727 | ) | | | (907,849 | ) | | | (43,084 | ) | | | - | | | | (1,036,443 | ) |
Net income | | | 11,872 | | | | 108,593 | | | | 47,779 | | | | 81,280 | | | | 3,429,917 | | | | 37,422 | | | | (2,694,500 | ) | | | 1,022,363 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Additions to PP&E, intangible and biological assets (cash) | | | 1,116,456 | | | | 114,437 | | | | 114 | | | | 156,354 | | | | 39,566 | | | | (357,046 | ) | | | - | | | | 1,069,880 | |
Depreciation and amortization (including biological assets noncash effect) | | | 927,474 | | | | 168,848 | | | | 559 | | | | 20,441 | | | | 22,428 | | | | (470,546 | ) | | | - | | | | 669,204 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | 07.01.2010 to 09.30.2010 | |
| | Raízen Energia (*) | | | Raízen Combustiveis (*) | | | Cosan Alimentos | | | Rumo | | | Other business Cosan | | | Elimination 50% Raízen | | | Adjustments and eliminations | | | Consolidated | |
Income statement (3 months): | | | | | | | | | | | | | | | | | | | | | | | | |
Net Sales | | | 1,758,491 | | | | 2,810,760 | | | | - | | | | 144,574 | | | | 206,244 | | | | - | | | | (203,982 | ) | | | 4,716,087 | |
Domestic market | | | 910,752 | | | | 2,810,760 | | | | - | | | | 144,574 | | | | 206,244 | | | | - | | | | (203,982 | ) | | | 3,868,348 | |
External market | | | 847,739 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 847,739 | |
Gross profit | | | 492,846 | | | | 113,236 | | | | - | | | | 40,965 | | | | 74,623 | | | | - | | | | (792 | ) | | | 720,878 | |
Selling, general and administrative expenses | | | (271,699 | ) | | | (90,343 | ) | | | - | | | | (6,861 | ) | | | (43,687 | ) | | | - | | | | 7,803 | | | | (404,787 | ) |
Gain of formation of Joint Ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Other income (expenses) | | | (49,004 | ) | | | 13,603 | | | | - | | | | 1,520 | | | | 1,761 | | | | - | | | | (7,011 | ) | | | (39,131 | ) |
Financial result, net | | | 74,791 | | | | 8,910 | | | | - | | | | 1,640 | | | | 224 | | | | - | | | | - | | | | 85,565 | |
Income tax and social contribution | | | (87,221 | ) | | | (12,499 | ) | | | - | | | | (12,611 | ) | | | (13,918 | ) | | | - | | | | - | | | | (126,249 | ) |
Net income | | | 160,198 | | | | 32,906 | | | | - | | | | 24,653 | | | | 87,114 | | | | - | | | | (151,476 | ) | | | 153,395 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Additions to PP&E, intangible and biological assets (cash) | | | 245,996 | | | | 34,742 | | | | - | | | | 127,782 | | | | - | | | | - | | | | - | | | | 408,520 | |
Depreciation and amortization (including biological assets noncash effect) | | | 355,220 | | | | 28,353 | | | | - | | | | 8,251 | | | | 8,655 | | | | - | | | | - | | | | 400,479 | |
| | 04.01.2010 to 09.30.2010 | |
| | Raízen Energia (*) | | | Raízen Combustiveis (*) | | | Cosan Alimentos | | | Rumo | | | Other business Cosan | | | Elimination 50% Raízen | | | Adjustments and eliminations | | | Consolidated | |
Income statement (6 months): | | | | | | | | | | | | | | | | | | | | | | | | |
Net Sales | | | 3,032,134 | | | | 5,389,209 | | | | - | | | | 249,946 | | | | 409,421 | | | | - | | | | (365,001 | ) | | | 8,715,709 | |
Domestic market | | | 1,614,900 | | | | 5,389,209 | | | | - | | | | 249,946 | | | | 409,421 | | | | - | | | | (365,001 | ) | | | 7,298,475 | |
External market | | | 1,417,234 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,417,234 | |
Gross profit | | | 747,745 | | | | 221,733 | | | | - | | | | 70,525 | | | | 154,524 | | | | - | | | | 3,291 | | | | 1,197,819 | |
Selling, general and administrative expenses | | | (464,877 | ) | | | (183,720 | ) | | | - | | | | (14,897 | ) | | | (85,548 | ) | | | - | | | | 6,838 | | | | (742,204 | ) |
Gain of formation of Joint Ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Other income (expenses) | | | (51,282 | ) | | | 10,392 | | | | - | | | | 9,064 | | | | 495 | | | | - | | | | (10,129 | ) | | | (41,460 | ) |
Financial result, net | | | (26,303 | ) | | | 228 | | | | - | | | | (470 | ) | | | (22,683 | ) | | | - | | | | - | | | | (49,227 | ) |
Income tax and social contribution | | | (78,445 | ) | | | (18,685 | ) | | | - | | | | (21,831 | ) | | | (18,289 | ) | | | - | | | | - | | | | (137,249 | ) |
Net income | | | 109,689 | | | | 29,886 | | | | - | | | | 42,393 | | | | 100,938 | | | | - | | | | (134,237 | ) | | | 148,669 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Additions to PP&E, intangible and biological assets (cash) | | | 924,698 | | | | 40,150 | | | | - | | | | 250,932 | | | | 3,345 | | | | - | | | | - | | | | 1,219,125 | |
Depreciation and amortization (including biological assets noncash effect) | | | 604,736 | | | | 51,022 | | | | - | | | | 15,386 | | | | 19,784 | | | | - | | | | - | | | | 690,927 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
| | 09.30.2011 |
| | Raízen Energia (*) | | | Raízen Combustiveis (*) | | | Cosan Alimentos | | | Rumo | | | Other business Cosan | | | Elimination 50% Raízen | | | Adjustments and elimination | | | Consolidated | |
Financial position: | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plan and equipment | | | 9,501,143 | | | | 2,734,238 | | | | 37,133 | | | | 1,072,306 | | | | 701,644 | | | | (6,117,691 | ) | | | - | | | | 7,928,774 | |
Intangible | | | 3,024,851 | | | | 3,614,538 | | | | 16 | | | | 355,332 | | | | 856,062 | | | | (3,319,694 | ) | | | - | | | | 4,531,105 | |
Loans, net of cash and cash equivalents | | | (5,058,660 | ) | | | (624,172 | ) | | | 42,287 | | | | (162,560 | ) | | | (768,344 | ) | | | 2,841,416 | | | | - | | | | (3,730,033 | ) |
Other assets and liabilities, net | | | 2,791,832 | | | | (32,021 | ) | | | 132,870 | | | | (114,228 | ) | | | 15,536,852 | | | | (1,379,906 | ) | | | (16,413,044 | ) | | | 522,356 | |
Total asset (net of liabilities) allocated by segment | | | 10,259,166 | | | | 5,692,583 | | | | 212,306 | | | | 1,150,850 | | | | 16,326,214 | | | | (7,975,875 | ) | | | (16,413,044 | ) | | | 9,252,201 | |
Total asset | | | 21,074,287 | | | | 10,968,203 | | | | 380,317 | | | | 2,032,329 | | | | 22,387,964 | | | | (16,021,245 | ) | | | (17,929,393 | ) | | | 22,892,462 | |
| | 03.31.2011 |
| | Raízen Energia (*) | | | Raízen Combustiveis (*) | | | Cosan Alimentos | | | Rumo | | | Other business Cosan | | | Elimination 50% Raízen | | | Adjustments and elimination | | | Consolidated | |
Financial position: | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plan and equipment | | | 5,962,230 | | | | 862,185 | | | | - | | | | 931,997 | | | | 224,112 | | | | - | | | | - | | | | 7,980,524 | |
Intangible | | | 1,644,350 | | | | 528,653 | | | | - | | | | 358,287 | | | | 1,358,285 | | | | - | | | | - | | | | 3,889,575 | |
Loans, net of cash and cash equivalents | | | (4,723,833 | ) | | | (589,229 | ) | | | - | | | | (99,829 | ) | | | (547,358 | ) | | | - | | | | - | | | | (5,960,249 | ) |
Other assets and liabilities, net | | | (1,826,735 | ) | | | (238,736 | ) | | | - | | | | (173,826 | ) | | | 10,795,163 | | | | - | | | | (7,137,020 | ) | | | 1,418,846 | |
Total asset (net of liabilities) allocated by segment | | | 1,056,012 | | | | 562,873 | | | | - | | | | 1,016,629 | | | | 11,830,203 | | | | - | | | | (7,137,020 | ) | | | 7,328,697 | |
Total asset | | | 8,567,722 | | | | 1,777,299 | | | | - | | | | 1,713,112 | | | | 14,517,517 | | | | - | | | | (7,363,213 | ) | | | 19,212,437 | |
(*) The information of the segments Raízen Energia and Raízen Combustíveis represents 100% of the business, independently of the fact that the Company has lost the total control of these business on June 1st, 2011 due to the formation of JVs. The segment named Raízen Energia basically represents the same information disclosed in previous quarters when this segment was named “S&E”. Until May 31, 2011, the segment Raízen Combustíveis represents the fuel distribution business of the former segment “CCL”, except lubricants sales. Since then, the fuel distribution business of Shell Brasil Ltda was contributed to the aforementioned JV.
| b) | Detailed net Sales per segment: |
| | 07.01.2011 to 09.30.2011 | | | | 04.01.2011 a 09.30.2011 | | | 07.01.2010 to 09.30.2010 | | | | 04.01.2010 a 09.30.2010 | |
Raízen Energia | | | | | | | | | | | | | | |
Sugar | | | 1,485,701 | | | | 2,359,622 | | | | 1,106,981 | | | | 1,936,312 | |
Ethanol | | | 981,770 | | | | 1,625,569 | | | | 532,416 | | | | 889,269 | |
Cogeration | | | 111,057 | | | | 180,769 | | | | 81,454 | | | | 136,826 | |
Other | | | 87,240 | | | | 137,136 | | | | 37,640 | | | | 69,727 | |
| | | 2,665,768 | | | | 4,303,096 | | | | 1,758,491 | | | | 3,032,134 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 9,901,065 | | | | 15,008,974 | | | | 2,773,005 | | | | 5,309,034 | |
Other | | | - | | | | 21,883 | | | | 37,755 | | | | 80,175 | |
| | | 9,901,065 | | | | 15,030,857 | | | | 2,810,760 | | | | 5,389,209 | |
Cosan Alimentos | | | | | | | | | | | | | | | | |
Amorfo | | | 240,814 | | | | 240,814 | | | | - | | | | - | |
Crystal | | | 13,262 | | | | 13,262 | | | | - | | | | - | |
Other | | | 13,089 | | | | 13,089 | | | | - | | | | - | |
| | | 267,165 | | | | 267,165 | | | | - | | | | - | |
Rumo | | | | | | | | | | | | | | | | |
Port lifting | | | 52,170 | | | | 93,934 | | | | 38,830 | | | | 73,846 | |
Logistics | | | 154,254 | | | | 250,382 | | | | 98,240 | | | | 168,596 | |
Other | | | 7,287 | | | | 10,348 | | | | 7,504 | | | | 7,504 | |
| | | 213,711 | | | | 354,664 | | | | 144,574 | | | | 249,946 | |
Other business Cosan | | | | | | | | | | | | | | | | |
Lubricants | | | 282,908 | | | | 522,755 | | | | 206,244 | | | | 407,902 | |
Land leasing | | | 7,000 | | | | 7,000 | | | | - | | | | - | |
Other | | | - | | | | 1,280 | | | | - | | | | 1,519 | |
| | | 289,908 | | | | 531,035 | | | | 206,244 | | | | 409,421 | |
| | | | | | | | | | | | | | | | |
Adjustments/eliminations | | | (6,533,334 | ) | | | (8,494,553 | ) | | | (203,982 | ) | | | (365,001 | ) |
| | | | | | | | | | | | | | | | |
Total | | | 6,804,283 | | | | 11,992,263 | | | | 4,716,087 | | | | 8,715,709 | |
Cosan Limited
Notes to consolidated quarterly financial information
September 30, 2011
(in thousands of Reais, unless otherwise stated)
The percentage of net sales of the Raízen Energia segment by geographic area for the years ended are as follows:
| | | 09.30.2011 | | | | 09.30.2010 | |
Brasil | | | 63.1 | % | | | 69.3 | % |
Europe | | | 26.2 | % | | | 26.8 | % |
Latin America (Except Brazil) | | | 0.9 | % | | | 0.1 | % |
Middle East and Asia | | | 6.7 | % | | | 2.1 | % |
North America | | | 2.0 | % | | | 0.4 | % |
Other | | | 1.1 | % | | | 1.4 | % |
Total | | | 100.0 | % | | | 100.0 | % |
The net sales from segments Raízen Combustíveis, Rumo and Cosan Alimentos are derived only from the domestic market (Brazil), with no revenue from foreign customers.
28. | Subsequent events - (not revised by independent auditors) |
Acquisitions of operations in South America
On October 13, 2011 the subsidiary Cosan Lubrificantes e Especialidades S.A. signed a Sales Purchase Agreement with ExxonMobil Lubrificants Trading Company for lubricants distribution in Bolivia, Uruguay and Paraguay, becoming the exclusive distributor of Mobil branded products in these countries. Cosan is expected to assume control on November 14, 2011, date which a fair value assessment of the assets acquired and liabilities assumed will be proceed.