FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March, 2013
Commission File Number: 1-33659
COSAN LIMITED
(Translation of registrant’s name into English)
Av. Juscelino Kubitschek, 1726 – 6th floor
São Paulo, SP 04543-000 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
COSAN LIMITED
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1. | Cosan Limited Quarterly Information (ITR) as at December 31, 2012 and report on review of quarterly information |
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| Cosan Limited Quarterly Information (ITR) as at December 31, 2012 and report on review of quarterly information | |
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Cosan Limited
Quarterly Information - ITR
For the quarter ended December 31, 2012
Contents
Independent auditor’s report on review of quarterly information | 3 - 4 |
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Statements of financial position | 5 |
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Statements of income | 6 |
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Statements of comprehensive income | 7 |
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Statements of changes in shareholder’s equity | 8 - 9 |
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Statements of cash flows | 10 - 11 |
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Notes to quarterly information | 12 - 74 |
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Independent auditor’s report on review of quarterly information (Prior period) | 75 - 76 |
Independent auditor’s report on review of quarterly information
The Shareholders, Board of Directors and Officers
Cosan Limited
São Paulo – SP
Introduction
We have reviewed the accompanying consolidated interim accounting information of Cosan Limited, included in the Quarterly Information Form (ITR) for the quarter ended December 31, 2012, comprising the balance sheet as at that date and the statements of income and comprehensive income for the quarter and nine-month period then ended, and the statements of changes in equity and cash flows for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation of the consolidated interim accounting information in accordance with the International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the consolidated interim information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM.
Other matters
Audit and review of prior-year information
The Quarterly Information (ITR) mentioned in the first paragraph includes the accounting information corresponding to the statements of income, changes in equity and cash flows for the quarter ended December 31, 2011, obtained from the quarterly information then ended, and the balance sheet at March 31, 2012, obtained from the financial statements as at March 31, 2012, presented for comparison purposes. The review of the Quarterly Information (ITR) for the quarter ended December 31, 2011 and the audit of the financial statements for the year ended March 31, 2012 were conducted by other independent auditors, who issued unqualified review and audit reports dated February 28, 2013 and May 30, 2012, respectively.
Reissuance of the interim accounting information
We draw attention to Note 2.4 to the interim accounting information, which describes the restatement and reissuance of the accompanying parent company and consolidated interim accounting information of Cosan Limited, included in the Quarterly Information Form (ITR) for the quarter ended December 31, 2012 due to matters described in this note. We issued our original review’s report dated February 6, 2013 on the previously issued interim accounting information. Due to the restatement described in Note 2.4, we provide this new review’s report on the reissued interim accounting information.
São José dos Campos, February 28, 2013
PricewaterhouseCoopers | Valdir Augusto de Assunção |
Auditores Independentes | Contador CRC 1SP135319/O-9 |
CRC 2SP000160/O-5 “F” | |
Statements of financial position
December 31, 2012 and 2011
(In thousands of Brazilian Reais – R$)
| | | December 31, | | March 31, | | | | | | December 31, | | March 31, |
Assets | | 2012 | | 2012 | | | Liabilities | | 2012 | | 2012 |
| | | | | | | | | | | | | |
Current | | | | | | | Current | | | | |
| Cash and cash equivalents (Note 4) | | 2,331,178 | | 1,654,146 | | | | Current portion of long-term debt (Note 17) | | 1,843,084 | | 540,237 |
| Restricted cash (Note 5) | | 90,923 | | 94,268 | | | | Derivatives (Note 25) | | 14,469 | | 9,611 |
| Accounts receivable (Note 7) | | 1,857,291 | | 963,587 | | | | Accounts payable | | 1,449,504 | | 606,029 |
| Derivatives (Note 25) | | 115,090 | | 19,590 | | | | Salaries payable | | 257,127 | | 183,660 |
| Inventory (Note 8) | | 1,706,626 | | 748,150 | | | | Income tax payable (Note 18) | | 182,177 | | 11,973 |
| Related parties (Note 10) | | 183,053 | | 678,374 | | | | Taxes payable (Note 18) | | 241,041 | | 229,746 |
| Advances to suppliers | | 217,368 | | 159,028 | | | | Dividends payable | | 27,234 | | 9,725 |
| Income tax (Note 9) | | 141,319 | | 107,561 | | | | Related parties (Note 10) | | 140,012 | | 175,488 |
| Recoverable taxes (Note 9) | | 332,395 | | 217,535 | | | | Deferred revenue | | 40,390 | | 38,040 |
| Other financial assets (Note 6) | | - | | 40,080 | | | | Other current liabilities | | 311,382 | | 269,954 |
| Dividends receivable | | - | | 861 | | | | | | | | |
| Other credits | | 96,509 | | 70,400 | | | | | | 4,506,420 | | 2,074,463 |
| | | | | | | | | | | | | |
| | | 7,071,752 | | 4,753,580 | | | Non current | | | | |
| | | | | | | | | Long term debts (Note 17) | | 10,025,146 | | 4,659,152 |
Non current | | | | | | | | Taxes payable (Note 18) | | 974,135 | | 1,202,624 |
| Accounts receivables (Note 7) | | 212,949 | | 81,627 | | | | Provision for judicial demands (Note 20) | | 1,133,948 | | 1,051,677 |
| Deferred Income tax and social contribution (Note 19) | | 405,827 | | 543,024 | | | | Related parties (Note 10) | | 372,366 | | 389,718 |
| Advances to suppliers | | 41,375 | | 21,865 | | | | Pension (Note 26) | | 324,264 | | 37,312 |
| Related parties (Note 10) | | 720,550 | | 753,153 | | | | Deferred Income tax (Note 19) | | 3,516,212 | | 2,443,430 |
| Recoverable taxes (Note 9) | | 127,829 | | 111,856 | | | | Deferred revenue | | 180,016 | | 196,260 |
| Judicial deposits (Note 20) | | 542,130 | | 509,235 | | | | Other non-current liabilities | | 568,913 | | 631,860 |
| Other financial assets (Note 6) | | 665,318 | | 790,402 | | | | | | | | |
| Financial instruments | | 125,768 | | - | | | | | | 17,095,000 | | 10,612,033 |
| Other non current asset | | 424,547 | | 417,107 | | | | | | | | |
| Equity method investments (Note 12) | | 190,144 | | 419,029 | | | Equity (Note 21) | | | | |
| Investment property (Note 13) | | 2,420,685 | | - | | | | Common Stock | | 5,328 | | 5,328 |
| Biological assets (Note 14) | | 950,594 | | 968,023 | | | | Capital reserve | | 3,739,926 | | 3,635,308 |
| Property, plant and equipment (Note 15) | | 7,016,528 | | 7,866,963 | | | | Accumulated earnings | | 2,124,471 | | 1,936,687 |
| Intangible assets (Note 16) | | 13,955,115 | | 4,932,255 | | | | | | | | |
| | | | | | | | Equity attributable to owners of the Company | | 5,869,725 | | 5,577,323 |
| | | 27,799,359 | | 17,414,539 | | | | | | | | |
| | | | | | | | Equity attributable to non-controlling interests | | 7,399,966 | | 3,904,300 |
| | | | | | | | | | | | | |
| | | | | | | | | Total equity | | 13,269,691 | | 9,481,623 |
| | | | | | | | | | | | | |
| Total Assets | | 34,871,111 | | 22,168,119 | | | | Total liabilities and equity | | 34,871,111 | | 22,168,119 |
See accompanying notes to quarterly information.
Statements of income
For the quarter and nine-month period ended December 31, 2012 and 2011(In thousands of Brazilian Reais – R$, except earnings per share)
| | (Amended) | |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
| | | | | | | | | | | | | | | | |
Net sales (Note 22) | | | 8,397,096 | | | | 6,070,654 | | | | 21,554,967 | | | | 17,795,752 | |
Cost of goods sold | | | (7,339,915 | ) | | | (5,476,229 | ) | | | (19,251,523 | ) | | | (15,918,475 | ) |
| | | | | | | | | | | | | | | | |
Gross profit | | | 1,057,181 | | | | 594,425 | | | | 2,303,444 | | | | 1,877,277 | |
| | | | | | | | | | | | | | | | |
Selling | | | (395,389 | ) | | | (254,981 | ) | | | (862,575 | ) | | | (780,962 | ) |
General and administrative | | | (256,461 | ) | | | (144,503 | ) | | | (592,441 | ) | | | (449,291 | ) |
Other, net (Note 24) | | | 139,917 | | | | 29,543 | | | | 203,553 | | | | 54,785 | |
Gain on the de-recognition of subsidiaries to form the JVs | | | - | | | | - | | | | - | | | | 2,853,057 | |
| | | | | | | | | | | | | | | | |
Operations income / (expenses) | | | (511,933 | ) | | | (369,941 | ) | | | (1,251,463 | ) | | | 1,677,589 | |
| | | | | | | | | | | | | | | | |
Income before financial results, equity income of associates and income taxes | | | 545,248 | | | | 224,484 | | | | 1,051,981 | | | | 3,554,866 | |
| | | | | | | | | | | | | | | | |
Equity income of associates (Note 12) | | | 3,192 | | | | 11 | | | | 64,964 | | | | 639 | |
Financial expense (Note 23) | | | (232,657 | ) | | | (138,549 | ) | | | (797,215 | ) | | | (724,809 | ) |
Financial income (Note 23) | | | 105,500 | | | | 67,598 | | | | 350,061 | | | | 269,294 | |
| | | | | | | | | | | | | | | | |
| | | (123,965 | ) | | | (70,940 | ) | | | (382,190 | ) | | | (454,876 | ) |
| | | | | | | | | | | | | | | | |
Income before income tax | | | 421,283 | | | | 153,544 | | | | 669,791 | | | | 3,099,990 | |
| | | | | | | | | | | | | | | | |
Income taxes | | | | | | | | | | | | | | | | |
Current | | | (110,532 | ) | | | 10,868 | | | | (208,753 | ) | | | (96,930 | ) |
Deferred | | | (17,556 | ) | | | (69,514 | ) | | | 120,757 | | | | (1,013,227 | ) |
| | | (128,088 | ) | | | (58,646 | ) | | | (87,996 | ) | | | (1,110,157 | ) |
| | | | | | | | | | | | | | | | |
Net income for the period from continuing operations | | | 293,195 | | | | 94,898 | | | | 581,795 | | | | 1,989,833 | |
Net income from discontinued operations | | | 137,449 | | | | 9,436 | | | | 142,286 | | | | 57,215 | |
| | | 430,644 | | | | 104,334 | | | | 724,081 | | | | 2,047,048 | |
| | | | | | | | | | | | | | | | |
Net income attributable to non-controlling shareholders | | | (235,674 | ) | | | (48,160 | ) | | | (382,636 | ) | | | (968,508 | ) |
Net income attributable to owners of the company | | | 194,970 | | | | 56,174 | | | | 341,445 | | | | 1,078,540 | |
| | | | | | | | | | | | | | | | |
Earnings per share | | | | | | | | | | | | | | | | |
Continued operations | | | R$ 0.72 | | | | R$ 0.21 | | | | R$ 1.26 | | | | R$ 3.98 | |
Discontinued operations | | | R$ 0.51 | | | | R$ 0.03 | | | | R$ 0.53 | | | | R$ 0.21 | |
See accompanying notes to quarterly information.
Statements of comprehensive income
For the quarter and nine-month period ended December 31, 2012 and 2011
(In thousands of Brazilian Reais – R$)
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
| | | | | | | | | | | | | | | | |
Net Income for the period | | | 430,644 | | | | 104,334 | | | | 724,081 | | | | 2,047,048 | |
Other comprehensive income (loss) | | | | | | | | | | | | | | | | |
Cumulative translation adjustment | | | 2,460 | | | | 3,402 | | | | (2,811 | ) | | | 16,502 | |
Net cash flow hedge and derivatives effects | | | 4,176 | | | | 59,711 | | | | 66,418 | | | | 174,364 | |
Investment property Fair Value adjustment | | | - | | | | - | | | | 193,301 | | | | - | |
Other | | | 86 | | | | - | | | | 382 | | | | - | |
Income tax effects | | | (1,449 | ) | | | (20,302 | ) | | | (25,278 | ) | | | (59,284 | ) |
Other comprehensive income for the period, net of tax | | | 5,273 | | | | 42,811 | | | | 232,012 | | | | 131,582 | |
| | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | 435,917 | | | | 147,145 | | | | 956,093 | | | | 2,178,630 | |
Attributed to: | | | | | | | | | | | | | | | | |
Owners of the company | | | 197,927 | | | | 81,166 | | | | 480,022 | | | | 1,163,668 | |
Non-controlling interests | | | 237,990 | | | | 65,979 | | | | 476,071 | | | | 1,014,962 | |
See accompanying notes to quarterly information.
Statements of changes in shareholder’s equity
For the quarter and nine-month period ended December 31, 2012 and 2011
(In thousands of Brazilian Reais – R$, except dividends per share)
| | | | | Capital reserve | | | | | | | | | | | | | |
| | | | | Additional | | | Other | | | | | | | | | Non- | | | | |
| | Common | | | paid in | | | components | | | Retained | | | | | | controlling | | | Total | |
| | stock | | | capital | | | of equity | | | earnings | | | Total | | | interests | | | equity | |
| | | | | | | | | | | | | | | | | | | | | |
March 31, 2012 | | | 5,328 | | | | 3,841,917 | | | | (206,609 | ) | | | 1,936,687 | | | | 5,577,323 | | | | 3,904,300 | | | | 9,481,623 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the period | | | - | | | | - | | | | - | | | | 341,445 | | | | 341,445 | | | | 382,636 | | | | 724,081 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Destinations | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cumulative translation adjustment | | | - | | | | - | | | | (7,896 | ) | | | - | | | | (7,896 | ) | | | 5,085 | | | | (2,811 | ) |
Hedge Accounting | | | - | | | | - | | | | 27,311 | | | | - | | | | 27,311 | | | | 16,525 | | | | 43,836 | |
Investment Property | | | - | | | | - | | | | 118,832 | | | | - | | | | 118,832 | | | | 71,903 | | | | 190,735 | |
Adjustments from to impact recorded directly in equity of subsidiary | | | - | | | | - | | | | 157 | | | | - | | | | 157 | | | | 95 | | | | 252 | |
Stock options exercised | | | - | | | | 9,143 | | | | - | | | | - | | | | 9,143 | | | | 5,532 | | | | 14,675 | |
Dividends - non-controlling shareholders | | | - | | | | (1,295 | ) | | | - | | | | - | | | | (1,295 | ) | | | 1,295 | | | | - | |
Corporate reorganization - Raízen Group | | | - | | | | 35,618 | | | | - | | | | - | | | | 35,618 | | | | 21,552 | | | | 57,170 | |
Share based compensation | | | - | | | | 6,213 | | | | - | | | | - | | | | 6,213 | | | | 3,759 | | | | 9,972 | |
Acquisition of non-controlling interest | | | - | | | | (2,859 | ) | | | - | | | | - | | | | (2,859 | ) | | | (79,641 | ) | | | (82,500 | ) |
Acquisition of a new business by Raízen Combustíveis | | | - | | | | - | | | | - | | | | - | | | | - | | | | 11,622 | | | | 11,622 | |
Business combination - Comgás | | | - | | | | (63,057 | ) | | | - | | | | - | | | | (63,057 | ) | | | 1,844,139 | | | | 1,781,082 | |
Acquisition of treasury shares | | | - | | | | (17,250 | ) | | | - | | | | - | | | | (17,250 | ) | | | - | | | | (17,250 | ) |
Business combination - Radar | | | - | | | | (299 | ) | | | - | | | | - | | | | (299 | ) | | | 1,491,299 | | | | 1,491,000 | |
Business combination - Logispot non-controlling interest | | | - | | | | - | | | | - | | | | - | | | | - | | | | (32,872 | ) | | | (32,872 | ) |
Non-controlling interest capital increase – Sabbá | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,462 | | | | 2,462 | |
Dividends | | | - | | | | - | | | | - | | | | (153,661 | ) | | | (153,661 | ) | | | (249,725 | ) | | | (403,386 | ) |
December 31, 2012 | | | 5,328 | | | | 3,808,131 | | | | (68,205 | ) | | | 2,124,471 | | | | 5,869,725 | | | | 7,399,966 | | | | 13,269,691 | |
See accompanying notes to quarterly information.
Statements of changes in shareholder’s equity
For the quarter and nine-month period ended December 31, 2012 and 2011
(In thousands of Brazilian Reais – R$, except dividends per share)
| | | | | Capital reserve | | | | | | | | | | | | | |
| | | | | Additional | | | Other | | | | | | | | | Non- | | | | |
| | Common | | | paid in | | | components | | | Retained | | | | | | controlling | | | Total | |
| | stock | | | capital | | | of equity | | | earnings | | | Total | | | interests | | | equity | |
| | | | | | | | | | | | | | | | | | | | | |
March 31, 2011 | | | 5,328 | | | | 3,943,881 | | | | (275,663 | ) | | | 887,336 | | | | 4,560,882 | | | | 2,767,815 | | | | 7,328,697 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hedge accounting | | | - | | | | - | | | | 31,092 | | | | - | | | | 31,092 | | | | 18,742 | | | | 49,834 | |
Equity adjustment - deconsolidation of subsidiaries contributed to joint ventures | | | - | | | | - | | | | 40,563 | | | | - | | | | 40,563 | | | | 24,683 | | | | 65,246 | |
Cumulative translation adjustments | | | - | | | | - | | | | 12,620 | | | | - | | | | 12,620 | | | | 3,882 | | | | 16,502 | |
Share-based compensation | | | - | | | | 2,999 | | | | - | | | | - | | | | 2,999 | | | | 1,801 | | | | 4,800 | |
Change in non-controlling interest upon formation of JV | | | - | | | | - | | | | - | | | | - | | | | - | | | | 9,036 | | | | 9,036 | |
Acquisition of treasury shares | | | - | | | | (109,394 | ) | | | - | | | | - | | | | (109,394 | ) | | | - | | | | (109,394 | ) |
Repurchase of subsidiaries' shares from non-controlling shareholders | | | - | | | | (2,584 | ) | | | - | | | | - | | | | (2,584 | ) | | | (45,672 | ) | | | (48,256 | ) |
Net income for the period | | | - | | | | - | | | | - | | | | 1,078,540 | | | | 1,078,540 | | | | 968,508 | | | | 2,047,048 | |
Rumo corporate reorganization | | | - | | | | (1,989 | ) | | | - | | | | - | | | | (1,989 | ) | | | 77,780 | | | | 75,791 | |
Non-controlling interest in subsidiaries | | | - | | | | (604 | ) | | | - | | | | - | | | | (604 | ) | | | 5,845 | | | | 5,241 | |
Supplementary dividends | | | - | | | | - | | | | - | | | | (141,001 | ) | | | (141,001 | ) | | | - | | | | (141,001 | ) |
Dividends to non-controlling shareholders | | | - | | | | - | | | | - | | | | - | | | | - | | | | (5,231 | ) | | | (5,231 | ) |
December 31, 2011 | | | 5,328 | | | | 3,832,309 | | | | (191,388 | ) | | | 1,824,875 | | | | 5,471,124 | | | | 3,827,189 | | | | 9,298,313 | |
See accompanying notes to quarterly information.
Cosan Limited
Statements of cash flow
For the quarter and nine-month period ended December 31, 2012 and 2011
(In thousands of Brazilian Reais – R$)
| | (Amended) | |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
Cash flow from operating activities | | | | | | | | | | | | | | | | |
Income before taxes on income | | | 421,284 | | | | 153,515 | | | | 669,791 | | | | 3,099,990 | |
Adjustments to reconcile net income to cash from operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 455,911 | | | | 254,066 | | | | 1,092,627 | | | | 922,712 | |
Biological asset | | | 21,872 | | | | 19,989 | | | | 42,788 | | | | 37,845 | |
Equity pick-up of investees / associates | | | (3,192 | ) | | | 19 | | | | (64,964 | ) | | | (639 | ) |
Gains on disposals assets | | | (55,968 | ) | | | (27,631 | ) | | | (97,599 | ) | | | (22,089 | ) |
Stock options | | | 3,323 | | | | 4,800 | | | | 9,971 | | | | 4,800 | |
Change in fair value of investment properties | | | (85,915 | ) | | | - | | | | (85,915 | ) | | | - | |
Provision for contingencies | | | (1,245 | ) | | | 24,962 | | | | 33,278 | | | | 69,428 | |
Indexation charges, interest and exchange gains/losses, net | | | 158,764 | | | | 135,389 | | | | 487,000 | | | | 677,460 | |
Effect of the formation of Joint Ventures | | | - | | | | - | | | | - | | | | (2,853,057 | ) |
Other | | | 36,590 | | | | (4,569 | ) | | | 50,009 | | | | 12,275 | |
| | | 951,424 | | | | 560,540 | | | | 2,136,986 | | | | 1,948,725 | |
Changes in assets and liabilities: | | | | | | | | | | | | | | | | |
Accounts receivable | | | (133,295 | ) | | | (52,501 | ) | | | (215,820 | ) | | | (261,444 | ) |
Restricted cash | | | (2,306 | ) | | | (35,511 | ) | | | 4,893 | | | | 85,668 | |
Inventory | | | (126,568 | ) | | | (29,628 | ) | | | (662,328 | ) | | | (643,477 | ) |
Recoverable taxes | | | (8,160 | ) | | | 19,916 | | | | (58,239 | ) | | | (5,012 | ) |
Related parties | | | (69,453 | ) | | | (109,768 | ) | | | (63,648 | ) | | | (1,738,553 | ) |
Advances to suppliers | | | 26,530 | | | | 21,579 | | | | 47,847 | | | | (82,325 | ) |
Accounts payable | | | (72,143 | ) | | | 7,299 | | | | 93,305 | | | | 367,794 | |
Salaries payable | | | (23,974 | ) | | | (33,111 | ) | | | (5,011 | ) | | | 81,237 | |
Provision for contingencies | | | 796 | | | | 25,899 | | | | (8,126 | ) | | | 49,504 | |
Financial instruments | | | 1,492 | | | | (4,381 | ) | | | 27,165 | | | | (145,623 | ) |
Tax payable | | | (105,295 | ) | | | (38,254 | ) | | | (251,043 | ) | | | 740,318 | |
Other | | | 118,476 | | | | (76,914 | ) | | | 59,577 | | | | 298,883 | |
Cash generated from operations | | | 557,524 | | | | 255,165 | | | | 1,105,558 | | | | 695,695 | |
Cash flow from investing activities | | | | | | | | | | | | | | | | |
Acquisitions net of cash acquired | | | (3,093,898 | ) | | | (853 | ) | | | (3,191,383 | ) | | | (99,903 | ) |
Cash contributed - formation of Raízen | | | - | | | | - | | | | - | | | | (173,116 | ) |
Dividends received | | | 191,426 | | | | - | | | | 191,426 | | | | - | |
Purchases of property, plant and equipment, software and intangible assets | | | (423,979 | ) | | | (352,060 | ) | | | (979,291 | ) | | | (1,081,156 | ) |
Sugar-cane planting and growing costs | | | (131,487 | ) | | | (101,228 | ) | | | (368,955 | ) | | | (442,012 | ) |
Proceeds from sale of property, plant and equipment intangible and investments | | | 427,309 | | | | 53,832 | | | | 577,063 | | | | 96,114 | |
Cash reclassified from discontinued operations | | | - | | | | 39,361 | | | | (29,834 | ) | | | 81,648 | |
Cash (used in) investing activities | | | (3,030,629 | ) | | | (360,948 | ) | | | (3,800,974 | ) | | | (1,618,425 | ) |
See accompanying notes to quarterly information.
For the quarter and nine-month period ended December 31, 2012 and 2011
(In thousands of Brazilian Reais – R$)
| | (Amended) | |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
Cash flow from financing activities | | | | | | | | | | | | | | | | |
Loans and financing raised | | | 3,515,463 | | | | 335,852 | | | | 4,205,845 | | | | 2,100,739 | |
Payments of loans and financing | | | (342,105 | ) | | | (318,433 | ) | | | (909,020 | ) | | | (931,957 | ) |
Treasury shares | | | - | | | | (105,811 | ) | | | (17,247 | ) | | | (160,237 | ) |
Dividends paid | | | (335,245 | ) | | | (4,854 | ) | | | (569,434 | ) | | | (233,020 | ) |
Stock option exercised | | | 14,675 | | | | - | | | | 14,675 | | | | - | |
Non-controlling shareholders capital subscribed in jointly controlled entities | | | 52,417 | | | | - | | | | 648,306 | | | | 139,925 | |
Cash provided by financing activities | | | 2,905,205 | | | | (93,246 | ) | | | 3,373,125 | | | | 915,450 | |
Increase (decrease) in cash and cash equivalents | | | 432,100 | | | | (199,029 | ) | | | 677,709 | | | | (7,280 | ) |
Cash and cash equivalents at beginning of period | | | 1,898,815 | | | | 1,482,872 | | | | 1,654,147 | | | | 1,271,780 | |
Effects of exchange rate changes on cash and cash equivalent | | | 263 | | | | (479 | ) | | | (678 | ) | | | 18,864 | |
Cash and cash equivalents at end of period | | | 2,331,178 | | | | 1,283,364 | | | | 2,331,178 | | | | 1,283,364 | |
Supplemental cash flow information | | | | | | | | | | | | | | | | |
Interest paid | | | 91,761 | | | | 51,931 | | | | 245,073 | | | | 203,754 | |
Income taxes paid | | | 80,294 | | | | 31,018 | | | | 138,511 | | | | 129,854 | |
See accompanying notes to quarterly information.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Cosan Limited ("Cosan" or the “Company") was incorporated in Bermuda on April 30, 2007. Its shares are traded on the New York Stock Exchange (“NYSE”) under the ticker CZZ, and on the São Paulo Stock Exchange (“BM&F BOVESPA”) under the ticker 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.") in which it holds a 62.30% interest.
The primary activities of Cosan S.A., through its subsidiaries and jointly controlled entities, 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, Raízen Energia S.A. ("Raízen Energia"), (ii) Fuel Distribution through its joint venture Raízen Combustíveis S.A. ("Raízen Combustíveis"), (iii) Logistics services including transportation, terminal loading and storage of sugar, through its indirect subsidiary, Rumo Logística Operadora Multimodal S.A. (“Rumo”), (iv) Production and distribution of lubricants under the Mobil licensed trademark in Brazil, Bolivia, Uruguay and Paraguay, in addition to the European and Asian market using the Comma brand, (v) Purchase, sale and leasing of agricultural land through its subsidiary, Radar Propriedades Agrícolas S.A. ("Radar"), and (vi) Piped natural gas distribution to part of the State of São Paulo through its subsidiary Companhia de Gás de São Paulo – COMGÁS (“COMGÁS”).
Main events in the quarter
As at October 24, 2012, the Company signed an Amendment to the Association Agreement and Other Covenants of May 28, 2012, with Camil Alimentos SA ("Camil") whereby it agreed the sale of all of the shares issued by its subsidiary, Docelar Alimentos e Bebidas S.A., for Camil, for a total price of R$ 293,770. Of this total, R$ 88,770 will be received in cash and the remaining R$ 205,000 will be divided into four installments. Docelar is no longer presented as part of the Company's financial information.
On November 5, 2012, the Company completed the acquisition of 60.05% of Companhia de Gás de São Paulo (“COMGÁS”) from BG Group for R$ 3.4 billion, financed by a R$ 3.3 billion loan which is to be paid over eight years, with a two year grace period and accruing interest at 123% of the CDI rate. Accordingly, COMGÁS has been consolidated into the Company’s financial information.
2 | Summary of significant accounting policies |
The consolidated condensed financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”), and presented in a manner consistent with the rules and regulations of the Securities and Exchange Commission applicable to the preparation of Quarterly Information (“ITR”).
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
This quarterly information have been prepared following the basis of preparation and the accounting policies, consistent with those adopted in the preparation of the financial statements as at March 31, 2012 and should be read in conjunction with them, in addition to the accounting policies stated below due to business combinations. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings. The information notes that had no significant changes or irrelevant information compared to March 31, 2012 have not been fully presented in these financial statements.
Investment property
Investment property is property held to earn rental income or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost upon initial recognition, and subsequently at its fair value. Changes in fair value are recognized in income as they are generated.
Concession contract
The subsidiary has a public concession contract for gas distribution, where the Granting Authority controls the services to be provided and their price, and holds a significant stake in the infrastructure at the end of the concession period. This concession contract represents the right to charge users for the supply of gas over the contract term. The subsidiary has recognized the concession as an intangible asset.
The construction of the necessary infrastructure for the distribution of gas is considered a service provided to the Granting Authority, and the corresponding revenue is recognized in income at the same amount as the cost. The financing costs directly related to the construction are also capitalized.
The subsidiary does not recognize any margin on the construction of infrastructure, as this margin is, for the most part, linked to outsourced services at values that reflect the fair value. Additionally, there is no provision in the regulations of the Sanitation and Energy Regulatory Agency of the State of São Paulo (ARSESP) allows margin on this activity.
Subject to the evaluation of the Granting Authority, the subsidiary has the option to apply for an extension of the distribution services longer than 20 years. Upon termination of the concession, the assets related to the provision of gas distribution service will revert to the Granting Authority, and the Company would be entitled to compensation to be determined based on surveys and assessments noting the carrying amounts to be determined at that time.
The disclosure of financial statements were authorized as at February 27, 2013.
| b. | Basis of consolidation |
The interim consolidated financial statements include the accounts of Cosan, its subsidiaries and jointly controlled entities. The Subsidiaries and jointly controlled subsidiaries are listed below:
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Percentage | |
| | December 31, 2012 | | | March 31, 2012 | |
Direct interest subsidiary | | | | | | |
Cosan S.A. Indústria e Comércio | | | 62.30 | | | | 62.30 | |
Interest of Cosan S.A. Indústria e Comércio in its subsidiaries and jointly controlled entities | | | | | | | | |
Subsidiaries | | | | | | | | |
Administração de Participações Aguassanta Ltda. | | | 65.00 | | | | 91.50 | |
Bioinvestments Negócios e Participações S.A. | | | 65.00 | | | | 91.50 | |
Vale da Ponte Alta S.A. | | | 65.00 | | | | 91.50 | |
Águas da Ponte Alta S.A. | | | 65.00 | | | | 91.50 | |
Proud Participações S.A. | | | 65.00 | | | | 100.00 | |
Radar II Propriedades Agrícolas S.A. | | | 65.00 | | | | - | |
Radar Propriedades Agrícolas S.A. (6) | | | 29.50 | | | | - | |
Nova Agrícola Ponte Alta S.A. (6) | | | 29.50 | | | | - | |
Terras da Ponte Alta S.A. (6) | | | 29.50 | | | | - | |
Nova Santa Barbara Agrícola S.A. (6) | | | 29.50 | | | | - | |
Nova Amaralina S.A. Propriedades Agrícolas (6) | | | 29.50 | | | | - | |
Cosan US, Inc. | | | 100.00 | | | | - | |
Cosan Biomassa S.A. | | | 100.00 | | | | - | |
Cosan Lubes Investments Limited | | | 100.00 | | | | - | |
Comma Oil Chemicals | | | 100.00 | | | | - | |
Companhia de Gás de São Paulo - Comgás | | | 60.05 | | | | - | |
Cosan Overseas Limited | | | 100.00 | | | | 100.00 | |
Pasadena Empreendimentos e Participações S.A. | | | 100.00 | | | | 100.00 | |
Cosan Cayman Finance Limited | | | 100.00 | | | | 100.00 | |
Cosan Cayman II Limited | | | 100.00 | | | | 100.00 | |
Cosan Lubrificantes e Especialidades S.A. | | | 100.00 | | | | 100.00 | |
CCL Cayman Finance Limited | | | 100.00 | | | | 100.00 | |
Copsapar Participações S.A. | | | 100.00 | | | | 90.00 | |
Novo Rumo Logística S.A. | | | 100.00 | | | | 92.90 | |
Handson Participações S.A. | | | - | | | | 100.00 | |
Docelar Alimentos e Bebidas S.A. | | | - | | | | 99.90 | |
Rumo Logística Operadora Multimodal S.A. (former Cosan Operadora Portuária S.A.) | | | 75.00 | | | | 69.67 | |
Logispot Armazéns Gerais S.A. (5) | | | 38.25 | | | | 35.53 | |
Stallion S.A. | | | 100.00 | | | | 100.00 | |
| | | | | | | | |
Jointly-Controlled entities | | | | | | | | |
Raízen S.A. (1) | | | 50.00 | | | | 50.00 | |
Raízen Energia Participações S.A. (1) (2) (3) | | | - | | | | 50.00 | |
Raízen Energia S.A. (1) (2) | | | 50.00 | | | | - | |
Raízen Combustíveis S.A. (1) (2) | | | 50.00 | | | | 50.00 | |
Iputi Empreendimentos e Participações S.A. (1) (4) | | | - | | | | 50.00 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (1) | Company jointly-controlled with Shell. |
| (2) | Represents voting and economic interest. Cosan S.A. holds 50% plus one of the common stock of Raízen Energia, and 50% minus one common stock of Raízen Combustíveis. |
| (3) | Incorporated in Raizen Energia SA on November 30, 2012. |
| (4) | Alienated in June 1, 2012. |
| (5) | Our subsidiary Rumo owns 51% of interest. |
| (6) | See details related to the acquisition in note 11. |
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. For subsidiaries in which the Company holds less than 50% of the voting shares, control is defined by: (i) the ability to appoint the majority of the Board and/or senior management of the subsidiary and, (ii) the ability to approve the main financial and operating decisions related the day-to-day business of the subsidiary.
| c. | New IFRS and IFRIC Interpretations Committee (Financial Reporting Interpretations of IASB) applicable to the quarterly information |
New accounting pronouncements of the IASB and IFRIC interpretations have been published and/or reviewed, as presented below:
| · | IFRS 9 - Financial Instruments: Classification and Measurement |
Classification and measurement - reflects the first phase of the IASB’s work on the replacement of IAS 39 - "Financial Instruments: Recognition and Measurement". IFRS 9 uses a simplified approach to determining whether a financial asset is measured at amortized cost or fair value, based on the manner in which an entity manages its financial instruments (the 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 the recoverable values of assets. The standard is effective for annual periods beginning on or after January 1, 2015. Early adoption is permitted. Management is still evaluating the impact on its financial position or performance.
| · | 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 performance of the adoption of IFRS 10.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| · | IFRS 11 - Joint Arrangements |
IFRS 11 will significantly change the accounting for the Company's joint arrangements. The new standard eliminates inconsistencies in the reporting of joint arrangements in current practice, by requiring a single method (the equity method of accounting) to account for interests in jointly controlled entities. It eliminates the option to proportionally consolidate these jointly controlled entities. It is effective for annual periods beginning on or after January 1, 2013, and early adoption is permitted.
With the adoption of IFRS 11, currently expected for the nine-month period to ended on December 31, 2013, the Company's joint ventures (Raízen Energia and Raízen Combustíveis) currently presented via proportionate consolidation, will be presented using the equity method of accounting in accordance with IAS 28R - "Investments in Associates and Joint Ventures".
The total assets of these joint ventures represented approximately 43% of the consolidated totals as at December 31, 2012. The revenue, operating income and cash flow from the operating activities of these joint ventures accounted for approximately 86%, 57% and 69% respectively of the consolidated totals for the period ended December 31, 2012. A change from proportionate consolidation to equity method accounting would have no impact on the total equity or net income derived from these joint ventures, except that when using a proportional consolidation model, net income would be lower in the year of joint venture formation as the transaction costs would be expensed as incurred. When applying the equity method of accounting, those expenses would be considered as part of the cost of investment.
| · | IFRS 12 - Disclosure of Involvement with 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 January 1, 2013. Earlier application is permitted. Management is still evaluating the impact on its financial position or performance of 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 (USGAAP). The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| · | IAS 28 - Investments in Associates and Joint Ventures (revised in 2011) |
As a consequence of the new IFRS 11 and IFRS 12, IAS 28 has been renamed IAS 28 - "Investments in Associates and Joint Ventures", and describes the application of the equity method to investments in joint ventures in addition to associates. The amendment becomes effective for annual periods beginning on or after January 1, 2013.
There are no other pronouncements issued and yet to be adopted that may have a significant impact on the Company's operations and financial position.
| d. | Reissuance of the Quarterly Financial Information |
| · | Reclassification of discontinued operations |
After the closing and issuance of the Quarterly Financial Information related to the nine-month period ended December 31, 2012 were identified: (i) that the gain in the amount of R$ 177,818 and corresponding income tax of R$ 40,369 recognized upon sale of Docelar was not included in the results of Docelar that were presented as discontinued operations in nine-month period ended December 31, 2012, and, (ii) that the results of operations of Docelar that were sold during the nine-month period ended December 31, 2012 were not presented as discontinued operations for the comparative period (nine-month period ended December 31, 2011).
Consistent with the requirements of IFRS 5 – Non-current Assets Held-for-sale and Discontinued Operations, the Company is amending the presentation of its income statements (parent company and consolidated) for the nine-month periods ended December 31, 2012 and 2011 and reissuing its Quarterly Financial Information. The main impacts of these changes for the nine-month periods are as follows:
| | Income statement, nine-month period ended December 31, 2012 | |
| | As issued | | | Reclassification | | | Adjusted | |
Other, net | | | 381,371 | | | | (177,818 | ) | | | 203,553 | |
Income before income tax | | | 847,609 | | | | (177,818 | ) | | | 669,791 | |
Net income for the period from continuing operations | | | 719,244 | | | | (137,449 | ) | | | 581,795 | |
Net income from discontinued operations | | | 4,837 | | | | 137,449 | | | | 142,286 | |
Net income attributable to owners of the company | | | 341,445 | | | | - | | | | 341,445 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Income statement for the Nine-month period ended December 31, 2011 | |
| | As issued | | | Reclassification | | | Adjusted | |
Gross profit | | | 1,989,730 | | | | (112,453 | ) | | | 1,877,277 | |
Equity income of associates | | | 639 | | | | - | | | | 639 | |
Income before income tax | | | 3,147,299 | | | | (47,309 | ) | | | 3,099,990 | |
Net income for the period from continuing operations | | | 2,047,048 | | | | (57,215 | ) | | | 1,989,833 | |
Net income from discontinued operations | | | - | | | | 57,215 | | | | 57,215 | |
Net income attributable to owners of the company | | | 1,078,540 | | | | - | | | | 1,078,540 | |
In addition to the aforementioned adjustments, some improvements were included in certain disclosures mainly affecting the disclosures related to Business combinations, Segment information and presentation of Income tax, Taxes payable and recoverable and Related parties in the Company’s balance sheet and related notes. These improvements mainly affected the statement of financial position disclosure of Recoverable taxes and Income tax assets and Income tax and Other taxes payable without affecting current and non-current classification, as follows:
| | Statements of financial position, December 31, 2012 | |
| | As issued | | | Reclassification | | | Adjusted | |
Current assets | | | | | | | | | |
Income tax | | | - | | | | 141,319 | | | | 141,319 | |
Recoverable taxes | | | 473,714 | | | | (141,319 | ) | | | 332,395 | |
| | | | | | | | | | | | |
Non current assets | | | | | | | | | | | | |
Income tax payable | | | - | | | | 182,177 | | | | 182,177 | |
Taxes payable | | | 423,218 | | | | (182,177 | ) | | | 241,041 | |
| | Statements of financial position, December 31, 2011 | |
| | As issued | | | Reclassification | | | Adjusted | |
Current assets | | | | | | | | | |
Income tax | | | - | | | | 141,319 | | | | 141,319 | |
Recoverable taxes | | | 325,096 | | | | (141,319 | ) | | | 183,777 | |
| | | | | | | | | | | | |
Non current assets | | | | | | | | | | | | |
Income tax payable | | | - | | | | 182,177 | | | | 182,177 | |
Taxes payable | | | 241,719 | | | | (182,177 | ) | | | 59,542 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The following information regarding segments is based upon the information used by Cosan's senior management to assess the performance of operating segments and to decide on the allocation of resources.
Following the business combinations with Radar and COMGÁS, Cosan has changed the presentation of its business reporting into six segments, as shown below:
Continued operations
| (i) | Raízen Energia: production and marketing of a variety of products derived from sugar cane, including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to energy cogeneration from sugarcane bagasse. In addition, this segment holds interests in companies engaged in research and development on new technologies. |
| (ii) | Raízen Combustíveis: distribution and marketing of fuels and lubricants, mainly through a franchised network of service stations under the brand "Shell" and "Esso" throughout Brazil. |
| (iii) | Radar: buying, selling and leasing of agricultural land for sugarcane plants and grains. |
| (iv) | Rumo: logistics services for transport, storage and port lifting, mainly for sugar products. |
| (v) | Comgás: distribution of piped natural gas in part of the territory of the State of São Paulo (approximately 180 municipalities, including the region called Greater São Paulo) to customers in the industrial, residential, commercial, automotive, thermogeneration and cogeneration sectors. |
| (vi) | Cosan’s other business: sale and distribution of lubricants and other investments, in addition to the corporate activities of the Company. |
Discontinued operations
| (vii) | Cosan Alimentos: sale of food, mainly, of sugar in the retail under the brands "União" and "Da Barra", whose participation was sold on October 24, 2012, as described (Note 1). |
The following selected information of segment assets and segment income statement data were measured in accordance with the accounting practices used in the preparation of consolidated information:
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Quarterly ended December 31, 2012 | |
| | Raízen | | | Raízen | | | | | | | | | | | | Cosan's | | | Elimination | | | Other | | | Combined | | | | | | | |
| | Energia | | | Combustíveis | | | Radar | | | | | | Comgás | | | other | | | | 50% | | | adjustments and | | | continuing | | | Discontinued | | | Consolidated | |
| | | (*) | | | | (*) | | | | (**) | | | Rumo | | | | (***) | | | business | | | Raízen | | | eliminations | | | operations | | | operation | | | (Amended) | |
Income statement: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sale | | | 2,605,413 | | | | 11,383,783 | | | | 15,569 | | | | 221,567 | | | | 951,245 | | | | 377,934 | | | | (6,994,599 | ) | | | (163,816 | ) | | | 8,397,096 | | | | - | | | | 8,397,096 | |
Domestic market | | | 983,293 | | | | 11,383,783 | | | | 15,568 | | | | 196,778 | | | | 951,245 | | | | 239,868 | | | | (6,183,539 | ) | | | (163,815 | ) | | | 7,423,181 | | | | - | | | | 7,423,181 | |
External market | | | 1,622,120 | | | | - | | | | - | | | | 24,791 | | | | - | | | | 138,066 | | | | (811,060 | ) | | | - | | | | 973,917 | | | | - | | | | 973,917 | |
Gross profit | | | 576,579 | | | | 610,536 | | | | 15,568 | | | | 100,133 | | | | 245,307 | | | | 102,616 | | | | (593,558 | ) | | | - | | | | 1,057,181 | | | | - | | | | 1,057,181 | |
Selling, general and administrative expenses | | | (309,328 | ) | | | (363,045 | ) | | | (6,118 | ) | | | (15,202 | ) | | | (165,446 | ) | | | (128,896 | ) | | | 336,185 | | | | - | | | | (651,850 | ) | | | - | | | | (651,850 | ) |
Other income (expenses) | | | 10,235 | | | | 114,134 | | | | 86,917 | | | | (3,856 | ) | | | (863 | ) | | | (4,465 | ) | | | (62,185 | ) | | | - | | | | 139,917 | | | | 177,818 | | | | 317,735 | |
Financial result, net | | | (83,052 | ) | | | 7,561 | | | | 221 | | | | (67 | ) | | | (13,676 | ) | | | (75,888 | ) | | | 37,744 | | | | - | | | | (127,157 | ) | | | - | | | | (127,157 | ) |
Income tax and social contribution | | | (67,167 | ) | | | (109,053 | ) | | | (6,338 | ) | | | (26,816 | ) | | | 1,102 | | | | (7,925 | ) | | | 88,109 | | | | - | | | | (128,088 | ) | | | (40,369 | ) | | | (168,457 | ) |
Net income attributable to owners of the Company (****) | | | 123,707 | | | | 252,803 | | | | 90,252 | | | | 54,814 | | | | 66,424 | | | | 47,026 | | | | (188,254 | ) | | | (389,251 | ) | | | 57,521 | | | | 137,449 | | | | 194,970 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addition PP&E, intangible and biological assets (cash) | | | 499,433 | | | | 165,803 | | | | 39 | | | | 79,320 | | | | 119,826 | | | | 23,664 | | | | (332,619 | ) | | | - | | | | 555,466 | | | | - | | | | 555,466 | |
Depreciation and amortization (including biological assets non cash effect) | | | 556,237 | | | | 131,041 | | | | 221 | | | | 17,806 | | | | 78,112 | | | | 16,133 | | | | (343,639 | ) | | | - | | | | 455,911 | | | | - | | | | 455,911 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Nine-month period ended December 31, 2012 | |
| | Raízen | | | Raízen | | | | | | | | | | | | Cosan's | | | Elimination | | | Other | | | Combined | | | | | | | |
| | Energia | | | Combustíveis | | | Radar | | | | | | Comgás | | | other | | | | 50 | % | | adjustments and | | | continuing | | | Discontinued | | | Consolidated | |
| | | (*) | | | | (*) | | | | (**) | | | Rumo | | | | (***) | | | business | | | Raízen | | | eliminations | | | operations | | | operation | | | (Amended) | |
Income statement: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sale | | | 6,117,874 | | | | 32,585,131 | | | | 36,471 | | | | 544,392 | | | | 951,245 | | | | 1,064,892 | | | | (19,351,503 | ) | | | (393,535 | ) | | | 21,554,967 | | | | - | | | | 21,554,967 | |
Domestic market | | | 2,250,866 | | | | 32,585,131 | | | | 36,471 | | | | 480,814 | | | | 951,245 | | | | 926,826 | | | | (17,417,999 | ) | | | (393,535 | ) | | | 19,419,819 | | | | - | | | | 19,419,819 | |
External market | | | 3,867,008 | | | | - | | | | - | | | | 63,579 | | | | - | | | | 138,066 | | | | (1,933,504 | ) | | | - | | | | 2,135,149 | | | | - | | | | 2,135,149 | |
Gross profit | | | 1,326,915 | | | | 1,737,718 | | | | 34,729 | | | | 218,984 | | | | 245,307 | | | | 272,107 | | | | (1,532,316 | ) | | | - | | | | 2,303,444 | | | | - | | | | 2,303,444 | |
Selling, general and administrative expenses | | | (797,063 | ) | | | (1,030,141 | ) | | | (10,077 | ) | | | (41,392 | ) | | | (165,446 | ) | | | (324,498 | ) | | | 913,601 | | | | - | | | | (1,455,016 | ) | | | - | | | | (1,455,016 | ) |
Other income (expenses) | | | 23,243 | | | | 152,217 | | | | 89,927 | | | | (1,499 | ) | | | (863 | ) | | | 28,255 | | | | (87,727 | ) | | | - | | | | 203,553 | | | | 177,818 | | | | 381,371 | |
Financial result, net | | | (342,912 | ) | | | (64,871 | ) | | | 2,737 | | | | 1,412 | | | | (13,676 | ) | | | (233,734 | ) | | | 203,890 | | | | - | | | | (447,154 | ) | | | - | | | | (447,154 | ) |
Income tax and social contribution | | | 31,743 | | | | (223,977 | ) | | | (9,757 | ) | | | (59,883 | ) | | | 1,102 | | | | 76,662 | | | | 96,114 | | | | - | | | | (87,996 | ) | | | (40,369 | ) | | | (128,365 | ) |
Net income attributable to owners to the Company (****) | | | 227,002 | | | | 551,557 | | | | 107,560 | | | | 116,564 | | | | 66,424 | | | | 531,887 | | | | (389,277 | ) | | | (1,012,558 | ) | | | 199,159 | | | | 137,449 | | | | 336,608 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addition PP&E, intangible and biological assets (cash) | | | 1,387,374 | | | | 523,701 | | | | 62 | | | | 209,646 | | | | 119,826 | | | | 63,176 | | | | (955,539 | ) | | | - | | | | 1,348,246 | | | | - | | | | 1,348,246 | |
Depreciation and amortization (including biological assets non cash effect) | | | 1,458,550 | | | | 375,837 | | | | 655 | | | | 51,530 | | | | 78,112 | | | | 45,138 | | | | (917,195 | ) | | | - | | | | 1,092,627 | | | | - | | | | 1,092,627 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Quarterly ended December 31, 2011 | |
| | | | | Raízen | | | | | | Cosan's | | | Elimination | | | Other | | | Combined | | | | | | | |
| | Raízen | | | Combustíveis | | | | | | other | | | | 50% | | | adjustments and | | | continuing | | | Discontinued | | | Consolidated | |
| | Energia (*) | | | | (*) | | | Rumo | | | business | | | Raízen | | | eliminations | | | operations | | | operation | | | (Amended) | |
Income statement: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sale | | | 1,751,353 | | | | 10,083,212 | | | | 143,060 | | | | 263,547 | | | | (5,917,283 | ) | | | (253,235 | ) | | | 6,070,654 | | | | 240,028 | | | | 6,310,682 | |
Domestic market | | | 909,893 | | | | 10,083,212 | | | | 143,060 | | | | 263,547 | | | | (5,496,553 | ) | | | (253,235 | ) | | | 5,649,924 | | | | 240,028 | | | | 5,889,952 | |
External market | | | 841,460 | | | | - | | | | - | | | | - | | | | (420,730 | ) | | | - | | | | 420,730 | | | | - | | | | 420,730 | |
Gross profit | | | 375,546 | | | | 552,369 | | | | 57,273 | | | | 73,194 | | | | (463,957 | ) | | | - | | | | 594,425 | | | | 45,404 | | | | 639,829 | |
Selling, general and administrative expenses | | | (230,588 | ) | | | (375,412 | ) | | | (9,231 | ) | | | (86,040 | ) | | | 303,000 | | | | (1,214 | ) | | | (399,485 | ) | | | (31,175 | ) | | | (430,660 | ) |
Other income (expenses) | | | (7,550 | ) | | | 72,496 | | | | 2,717 | | | | 2,850 | | | | (32,473 | ) | | | (8,496 | ) | | | 29,544 | | | | 57 | | | | 29,601 | |
Financial result, net | | | (28,465 | ) | | | 290 | | | | 6,606 | | | | (62,287 | ) | | | 14,088 | | | | - | | | | (69,768 | ) | | | 312 | | | | (69,456 | ) |
Income tax and social contribution | | | (34,423 | ) | | | (48,230 | ) | | | (19,455 | ) | | | 2,135 | | | | 41,327 | | | | - | | | | (58,646 | ) | | | (5,162 | ) | | | (63,808 | ) |
Net income (****) | | | 71,920 | | | | 198,649 | | | | 38,562 | | | | 117,637 | | | | (135,284 | ) | | | (244,746 | ) | | | 46,738 | | | | 9,436 | | | | 56,174 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addition PP&E, intangible and biological assets (cash) | | | 571,350 | | | | 181,135 | | | | 67,056 | | | | 14,597 | | | | (382,021 | ) | | | - | | | | - | | | | 1,171 | | | | 1,171 | |
Depreciation and amortization (including biological assets non cash effect) | | | 364,516 | | | | 98,164 | | | | 10,428 | | | | 12,150 | | | | (231,340 | ) | | | - | | | | - | | | | 682 | | | | 682 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Nine-month period ended December 31, 2011 | |
| | | | | Raízen | | | | | | Cosan's | | | Elimination | | | Other | | | Combined | | | | | | | |
| | Raízen | | | Combustíveis | | | | | | other | | | | 50% | | | adjustments and | | | continuing | | | Discontinued | | | Consolidated | |
| | Energia (*) | | | | (*) | | | Rumo | | | business | | | Raízen | | | eliminations | | | operations | | | operation | | | (Amended) | |
Income statement: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sale | | | 6,054,449 | | | | 25,114,068 | | | | 497,724 | | | | 794,581 | | | | (14,118,211 | ) | | | (546,859 | ) | | | 17,795,752 | | | | 507,193 | | | | 18,302,945 | |
Domestic market | | | 3,276,922 | | | | 25,114,068 | | | | 497,724 | | | | 794,581 | | | | (13,024,831 | ) | | | (546,860 | ) | | | 16,111,604 | | | | 507,193 | | | | 16,618,797 | |
External market | | | 2,777,528 | | | | - | | | | - | | | | - | | | | (1,093,380 | ) | | | - | | | | 1,684,148 | | | | - | | | | 1,684,148 | |
Gross profit | | | 1,232,794 | | | | 1,286,301 | | | | 181,035 | | | | 254,732 | | | | (1,077,585 | ) | | | - | | | | 1,877,277 | | | | 112,453 | | | | 1,989,730 | |
Selling, general and administrative expenses | | | (751,242 | ) | | | (936,215 | ) | | | (28,656 | ) | | | (239,054 | ) | | | 728,201 | | | | (3,288 | ) | | | (1,230,254 | ) | | | (67,122 | ) | | | (1,297,376 | ) |
Gain on the de-recognition of subsidiaries to form the JVs | | | - | | | | - | | | | - | | | | 3,296,959 | | | | - | | | | (443,902 | ) | | | 2,853,057 | | | | - | | | | 2,853,057 | |
Other income (expenses) | | | (26,955 | ) | | | 181,709 | | | | 9,313 | | | | (17,925 | ) | | | (82,862 | ) | | | (8,494 | ) | | | 54,786 | | | | 76 | | | | 54,862 | |
Financial result, net | | | (326,597 | ) | | | (126,512 | ) | | | 18,447 | | | | (291,951 | ) | | | 272,870 | | | | (1,772 | ) | | | (455,515 | ) | | | 1,902 | | | | (453,613 | ) |
Income tax and social contribution | | | (33,997 | ) | | | (108,507 | ) | | | (60,182 | ) | | | (905,714 | ) | | | (1,757 | ) | | | - | | | | (1,110,157 | ) | | | 9,906 | | | | (1,100,251 | ) |
Net income (****) | | | 83,792 | | | | 307,242 | | | | 119,843 | | | | 2,525,191 | | | | (97,863 | ) | | | (1,916,880 | ) | | | 1,021,325 | | | | 57,215 | | | | 1,078,540 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Addition PP&E, intangible and biological assets (cash) | | | 1,729,478 | | | | 295,572 | | | | 223,410 | | | | 54,163 | | | | (780,737 | ) | | | - | | | | 1,521,886 | | | | 1,285 | | | | 1,523,171 | |
Depreciation and amortization (including biological assets non cash effect) | | | 1,291,990 | | | | 267,012 | | | | 30,869 | | | | 34,727 | | | | (701,886 | ) | | | - | | | | 922,712 | | | | 1,241 | | | | 923,953 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | December 31, 2012 | |
| | Raízen | | | Raízen | | | | | | | | | | | | Cosan's | | | | | | Other | | | | |
| | Energia | | | Combustíveis | | | Radar | | | | | | Comgás | | | other | | | Elimination | | | adjustments and | | | | |
| | | (*) | | | | (*) | | | | (**) | | | Rumo | | | | (***) | | | business | | | 50% Raízen | | | eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Statements of financial position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment property | | | - | | | | - | | | | 2,420,685 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,420,685 | |
Property, plant and equipment | | | 9,129,302 | | | | 2,635,618 | | | | 11,371 | | | | 938,689 | | | | - | | | | 192,504 | | | | (5,882,460 | ) | | | (8,496 | ) | | | 7,016,528 | |
Intangible assets | | | 3,056,410 | | | | 4,039,969 | | | | 104 | | | | 653,584 | | | | 8,885,131 | | | | 868,109 | | | | (3,548,192 | ) | | | - | | | | 13,955,115 | |
Loans and long term-debt net of cash and cash equivalents | | | (4,483,091 | ) | | | (717,550 | ) | | | 26,531 | | | | (192,388 | ) | | | (2,351,142 | ) | | | (4,419,731 | ) | | | 2,600,319 | | | | - | | | | (9,537,052 | ) |
Other assets and liabilities, net | | | 2,756,066 | | | | 778,216 | | | | (45,274 | ) | | | (122,996 | ) | | | (667,354 | ) | | | 19,929,736 | | | | (1,767,141 | ) | | | (21,446,838 | ) | | | (585,585 | ) |
Total assets (net of liabilities) allocated per segment | | | 10,458,687 | | | | 6,736,253 | | | | 2,413,417 | | | | 1,276,889 | | | | 5,866,635 | | | | 16,570,618 | | | | (8,597,474 | ) | | | (21,455,334 | ) | | | 13,269,691 | |
Total assets | | | 20,958,486 | | | | 11,794,794 | | | | 2,524,108 | | | | 2,257,058 | | | | 9,463,247 | | | | 26,836,089 | | | | (16,376,638 | ) | | | (22,586,033 | ) | | | 34,871,111 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | March 31, 2012 | |
| | | | | Raízen | | | | | | | | | Cosan's | | | | | | Other | | | | |
| | Raízen | | | Combustíveis | | | Cosan | | | | | | other | | | Elimination | | | adjustments and | | | | |
| | Energia (*) | | | | (*) | | | Alimentos | | | Rumo | | | business | | | 50% Raízen | | | eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Statements of financial position | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 9,658,979 | | | | 2,779,641 | | | | 45,973 | | | | 879,469 | | | | 730,707 | | | | (6,219,310 | ) | | | (8,496 | ) | | | 7,866,963 | |
Intangible assets | | | 2,996,846 | | | | 3,928,900 | | | | 83,597 | | | | 604,963 | | | | 780,822 | | | | - | | | | (3,462,873 | ) | | | 4,932,255 | |
Loans and long-term debt net of cash and cash equivalents | | | (4,404,761 | ) | | | (603,447 | ) | | | 29,834 | | | | (217,575 | ) | | | (853,398 | ) | | | 2,504,104 | | | | - | | | | (3,545,243 | ) |
Other assets and liabilities, net | | | 1,839,138 | | | | 252,124 | | | | 142,455 | | | | (52,175 | ) | | | 9,462,380 | | | | (1,045,631 | ) | | | (10,370,643 | ) | | | 227,648 | |
Total assets (net of liabilities) allocated per segment | | | 10,090,202 | | | | 6,357,219 | | | | 301,859 | | | | 1,214,682 | | | | 10,120,511 | | | | (4,760,837 | ) | | | (13,842,013 | ) | | | 9,481,623 | |
Total assets | | | 19,979,070 | | | | 11,559,239 | | | | 408,966 | | | | 2,029,954 | | | | 16,038,721 | | | | (15,769,155 | ) | | | (12,078,676 | ) | | | 22,168,119 | |
(*) The segment information for Raízen Energia and Raízen Combustíveis represents 100% of the business, regardless of the fact that the Company lost full control of that business on June 1, 2011 with the formation of the JVs. The segment Raízen Energia represents basically the same information as was represented in prior periods by the "CAA" segment. The segment Raízen Combustíveis represents until May 31, 2011 the fuel business of the segment previously called CCL, except for the lubricants business, and since then also the business of fuel distribution of Shell Brazil Ltda. which was contributed to the JV. All of the non-current assets of the Company are located in the host country of the entity (Brazil).
(**) For the period of six months due to consolidation.
(***) For the period of two months due to consolidation.
(****) Management considers the EBITDA, or earnings before interest(financial results), income taxes, depreciation and amortization as its main measure of segment performance.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
(b) | Detailed net sales per segment |
| | Quarterly ended | | | Nine-month period ended | |
| | | | | | 12.31.2011 | | | | | | | 12.31.2011 | |
| | | 12.31.2012 | | | (Amended) | | | | 12.31.2012 | | | (Amended) | |
Raízen Energia | | | | | | | | | | | | | | | | |
Sugar | | | 1,250,432 | | | | 887,554 | | | | 3,177,327 | | | | 3,247,176 | |
Ethanol | | | 937,569 | | | | 744,495 | | | | 2,190,030 | | | | 2,370,064 | |
Cogeneration | | | 321,660 | | | | 53,047 | | | | 556,570 | | | | 233,816 | |
Other | | | 95,752 | | | | 66,257 | | | | 193,947 | | | | 203,393 | |
| | | 2,605,413 | | | | 1,751,353 | | | | 6,117,874 | | | | 6,054,449 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 11,379,158 | | | | 10,083,212 | | | | 32,574,501 | | | | 25,097,122 | |
Other | | | 4,625 | | | | - | | | | 10,630 | | | | 16,946 | |
| | | 11,383,783 | | | | 10,083,212 | | | | 32,585,131 | | | | 25,114,068 | |
Rumo | | | | | | | | | | | | | | | | |
Port lifting | | | 41,071 | | | | 29,611 | | | | 113,395 | | | | 123,545 | |
Logistics | | | 176,764 | | | | 109,386 | | | | 420,922 | | | | 359,771 | |
Other | | | 3,732 | | | | 4,063 | | | | 10,075 | | | | 14,408 | |
| | | 221,567 | | | | 143,060 | | | | 544,392 | | | | 497,724 | |
Radar (ii) | | | | | | | | | | | | | | | | |
Property sale | | | - | | | | - | | | | 4,721 | | | | - | |
Land lease | | | 15,568 | | | | - | | | | 31,750 | | | | - | |
| | | 15,568 | | | | - | | | | 36,471 | | | | - | |
Comgás (i) | | | | | | | | | | | | | | | | |
Industrial | | | 589,038 | | | | - | | | | 589,038 | | | | - | |
Residential | | | 89,139 | | | | - | | | | 89,139 | | | | - | |
Thermogeneration | | | 63,970 | | | | - | | | | 63,970 | | | | - | |
Cogeneration | | | 44,345 | | | | - | | | | 44,345 | | | | - | |
Automotive | | | 32,481 | | | | - | | | | 32,481 | | | | - | |
Commercial | | | 35,609 | | | | - | | | | 35,609 | | | | - | |
Construction revenue | | | 94,877 | | | | - | | | | 94,877 | | | | - | |
Other | | | 1,787 | | | | - | | | | 1,787 | | | | - | |
| | | 951,245 | | | | - | | | | 951,245 | | | | - | |
Cosan's other business | | | | | | | | | | | | | | | | |
Lubricants | | | 337,497 | | | | 254,429 | | | | 928,873 | | | | 767,383 | |
Other | | | 40,437 | | | | 9,118 | | | | 136,019 | | | | 27,198 | |
| | | 377,934 | | | | 263,547 | | | | 1,064,892 | | | | 794,581 | |
Adjustments / eliminations | | | (7,158,414 | ) | | | (6,170,518 | ) | | | (19,745,038 | ) | | | (14,665,070 | ) |
Total | | | 8,397,096 | | | | 6,070,654 | | | | 21,554,967 | | | | 17,795,752 | |
| (i) | For the period of two months due to buying in November 5, 2012; |
| (ii) | For the period of six months due to buying in June 1, 2012. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The percentages of net sales of the Raízen Energia segment by geographic area for the nine-month period ended are as follow:
| | December 31, 2012 | | | December 31, 2011 | |
| | | | | | |
Brazil | | | 47.16 | | | | 66.32 | |
Europe | | | 33.05 | | | | 24.18 | |
Middle East and Asia | | | 9.87 | | | | 2.63 | |
North America | | | 3.92 | | | | 0.62 | |
Other | | | 6.01 | | | | 6.25 | |
Total | | | 100.00 | | | | 100.00 | |
Raízen Combustíveis, Comgás and Radar’s net sales are only to the domestic market (Brazil), with no revenue from export customers.
| (d) | Concentration of customers |
Raízen Energia
There is generally a broad customer base in this segment, with only one customer representing more than 10% of the segment’s net sales in either 2012 and 2011 (Wilmar Sugar in 2012 and SUCDEN Group in 2011, with 10% and 25%, respectively).
Raízen Combustíveis
No customers or specific groups represented 10% or more of sales in 2012 and 2011.
Rumo
In 2012, 35% of the segment’s net sales were generated from sales to the ALL América Latina Logística (33% in 2011 for the Raízen Energia segment).
Radar
In 2012, 33% of the sales in this segment were to Raízen Energia.
COMGÁS
No customers or specific groups represented 10% or more of sales in 2012 and 2011.
Cosan’s other business
No customers or specific groups represented 10% or more of sales in 2012 and 2011.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
4 | Cash and cash equivalents |
| | December 31, 2012 | | | March 31, 2012 | |
Brazilian Reais | | | | | | |
Cash | | | 689 | | | | 654 | |
Bank accounts | | | 245,573 | | | | 127,178 | |
Financial investments | | | 2,078,332 | | | | 1,519,965 | |
U.S. Dollars | | | | | | | | |
Bank accounts | | | 6,584 | | | | 6,349 | |
| | | | | | | | |
| | | 2,331,178 | | | | 1,654,146 | |
| | December 31, 2012 | | | March 31, 2012 | |
Restricted financial investments | | | 52,438 | | | | 48,292 | |
Deposits in connection with derivative transactions | | | 38,485 | | | | 45,976 | |
| | | | | | | | |
| | | 90,923 | | | | 94,268 | |
Deposits in connection with derivative transactions relate to margin calls by counterparties in derivative transactions.
| | December 31, 2012 | | | March 31, 2012 | |
Fair value of Radar option (a) | | | 199,470 | | | | 140,820 | |
Brazilian Treasury Certificates (b) | | | 173,758 | | | | 149,438 | |
ExxonMobil financial assets - reimbursement (c) | | | 292,090 | | | | 540,224 | |
| | | 665,318 | | | | 830,482 | |
| | | | | | | | |
Current | | | - | | | | 40,080 | |
Non current | | | 665,318 | | | | 790,402 | |
| (a) | Cosan S.A. holds warrants on Radar, exercisable at any time up to maturity (August 2018). These warrants will allow Cosan S.A. to purchase additional shares at R$ 41.67 per share, adjusted for inflation (IPCA), equivalent to net equity of 20% of the total shares issued by Radar as at the date of exercise. The fair value of these warrants was calculated based on observable market data. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (b) | Represents bonds issued by the Brazilian National Treasury under the Special Program for Agricultural Securitization ("PESA") with original maturities of 20 years (April 2023) in connection with the long-term debt denominated PESA (Note 17). These bonds have yields of inflation (IGP-M) plus 12% p.a. The value of these securities at maturity is expected to be equal to the amount due to PESA at that date. Even if the PESA debt is prepaid, the Company can maintain this investment through to maturity. |
| (c) | On June 28, 2011, Cosan Lubrificantes e Especialides S.A., the successor entity of Esso Brasileira de Petróleo Ltda. ("Essobrás"), joined the Brazilian Government's tax amnesty and refinancing program upon request of ExxonMobil Brasil Holdings B.V. ("ExxonMobil"). ExxonMobil is the entity that is legally responsible for the tax contingencies up to the acquisition date of Essobras by the Company. As at March 31, 2012, the liability amounted to R$ 534,363 and is being refunded to the Company by ExxonMobil. On November 30, 2012, ExxonMobil settled R$ 211,637, with a prepayment discount of R$ 39,471. |
| | December 31, 2012 | | | March 31, 2012 | |
Domestic | | | 2,046,700 | | | | 984,034 | |
Foreign | | | 228,747 | | | | 164,681 | |
Allowance for doubtful accounts | | | (205,207 | ) | | | (103,502 | ) |
| | | 2,070,240 | | | | 1,045,213 | |
| | | | | | | | |
Current | | | 1,857,291 | | | | 963,586 | |
Non current | | | 212,949 | | | | 81,627 | |
| | December 31, 2012 | | | March 31, 2012 | |
Finished goods | | | | | | |
Sugar | | | 447,602 | | | | 87,110 | |
Ethanol | | | 451,947 | | | | 101,994 | |
Fuel | | | 385,108 | | | | 276,867 | |
Lubricants | | | 181,697 | | | | 112,492 | |
Raw material | | | 20,113 | | | | 52,586 | |
Spare parts and others | | | 232,756 | | | | 121,643 | |
Provision for inventory realization and obsolescence | | | (12,597 | ) | | | (4,542 | ) |
| | | | | | | | |
| | | 1,706,626 | | | | 748,150 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
9 | Income tax and recoverable taxes |
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Income tax | | | 141,319 | | | | 107,561 | |
| | | | | | | | |
| | | 141,319 | | | | 107,561 | |
| | | | | | | | |
Recoverable taxes | | | | | | | | |
COFINS - Revenue tax | | | 75,291 | | | | 63,727 | |
PIS - Revenue tax | | | 23,649 | | | | 18,614 | |
ICMS - State VAT | | | 296,749 | | | | 194,818 | |
IPI - Excise tax | | | 51,348 | | | | 43,039 | |
Other | | | 13,187 | | | | 9,193 | |
| | | | | | | | |
| | | 460,224 | | | | 329,391 | |
| | | | | | | | |
Current | | | 473,714 | | | | 325,096 | |
Non current | | | 127,829 | | | | 111,856 | |
| (a) | Receivables from and payables to related parties are as follows: |
| | December 31, 2012 | | | March 31, 2012 | |
Current asset | | | | | | |
Commercial operations | | | | | | |
Shell Brazil Holding B.V. | | | 76,623 | | | | 71,167 | |
Raízen Energia S.A. | | | 13,367 | | | | 21,554 | |
Rezende Barbosa Group | | | 759 | | | | 2,116 | |
Raízen Combustíveis S.A. | | | 1,858 | | | | 14,242 | |
Other | | | 14,069 | | | | 5,138 | |
| | | 106,676 | | | | 114,217 | |
Corporate Operations / Agreements | | | | | | | | |
Shell Brazil Holding B.V. | | | 67,860 | | | | 65,679 | |
Other | | | 533 | | | | - | |
| | | 68,393 | | | | 65,679 | |
Capital to be paid | | | | | | | | |
Shell Brazil Holding B.V. | | | - | | | | 489,856 | |
| | | - | | | | 489,856 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Financial Operations | | | | | | |
Raízen Energia S.A. | | | 17 | | | | 1,013 | |
Rezende Barbosa Group | | | 7,209 | | | | 7,354 | |
Other | | | 758 | | | | 255 | |
| | | 7,984 | | | | 8,622 | |
| | | 183,053 | | | | 678,374 | |
| | | | | | | | |
Non current assets | | | | | | | | |
Commercial Operations | | | | | | | | |
Shell Brazil Holding B.V. | | | - | | | | 4,737 | |
Other | | | 249 | | | | 169 | |
| | | 249 | | | | 4,906 | |
Corporate Operations / Agreements | | | | | | | | |
Shell Brazil Holding B.V. | | | 252,317 | | | | 244,046 | |
Raízen Energia S.A. | | | 197,454 | | | | 214,740 | |
Raízen Combustíveis S.A. | | | 70,164 | | | | 87,810 | |
| | | 519,935 | | | | 546,596 | |
Financial Operations | | | | | | | | |
Rezende Barbosa Group | | | 98,298 | | | | 105,751 | |
Other | | | 3,880 | | | | 67 | |
| | | 102,178 | | | | 105,818 | |
Corporate Restructuring | | | | | | | | |
Shell Brazil Holding B.V. | | | 83,680 | | | | 86,535 | |
CTC - Centro de Tecnologia Canavieira | | | 11,863 | | | | 9,298 | |
Other | | | 2,645 | | | | - | |
| | | 98,188 | | | | 95,833 | |
| | | 720,550 | | | | 753,153 | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Comercial Operations | | | | | | | | |
Shell Brazil Holding B.V. | | | 5,669 | | | | 5,433 | |
Raízen Energia S.A. | | | 10,194 | | | | 38,439 | |
Rezende Barbosa Group | | | 32,878 | | | | 12,577 | |
Raízen Combustíveis S.A. | | | 379 | | | | 321 | |
Other | | | 598 | | | | 13,836 | |
| | | 49,718 | | | | 70,606 | |
Corporate Operations / Agreements | | | | | | | | |
Shell Brazil Holding B.V. | | | 60,623 | | | | 77,631 | |
Raízen Combustíveis S.A. | | | 2,476 | | | | - | |
Raízen Energia S.A. | | | 25,416 | | | | 26,140 | |
| | | 88,515 | | | | 103,771 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Financial Operations | | | | | | |
Other | | | 1,779 | | | | 1,111 | |
| | | 1,779 | | | | 1,111 | |
| | | 140,012 | | | | 175,488 | |
| | | | | | | | |
Non current liabilities | | | | | | | | |
Comercial Operations | | | | | | | | |
Raízen Energia S.A. | | | 1,147 | | | | 790 | |
Other | | | 267 | | | | 991 | |
| | | 1,414 | | | | 1,781 | |
Corporate Operations / Agreements | | | | | | | | |
Shell Brazil Holding B.V. | | | 99,680 | | | | 130,883 | |
Other | | | 3,048 | | | | 8,311 | |
| | | 102,728 | | | | 139,194 | |
Preferred shares | | | | | | | | |
Shell Brazil Holding B.V. | | | 268,224 | | | | 248,743 | |
| | | 268,224 | | | | 248,743 | |
| | | 372,366 | | | | 389,718 | |
| (b) | Related party transactions are as follows: |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
Product sales | | | | | | | | | | | | | | | | |
Vertical UK LLP | | | - | | | | 33,178 | | | | - | | | | 151,900 | |
Shell Western Supply and Trading | | | 80,864 | | | | - | | | | 100,568 | | | | - | |
Other | | | 332 | | | | 188 | | | | 686 | | | | 308 | |
| | | 81,196 | | | | 33,366 | | | | 101,254 | | | | 152,208 | |
Purchase of goods / inputs | | | | | | | | | | | | | | | | |
Rezende Barbosa Group | | | 62,064 | | | | 47,768 | | | | 201,149 | | | | 270,347 | |
Vertical UK LLP | | | - | | | | 8,901 | | | | - | | | | 8,901 | |
| | | 62,064 | | | | 56,669 | | | | 201,149 | | | | 279,248 | |
Land lease | | | | | | | | | | | | | | | | |
Aguassanta | | | 4,249 | | | | 3,437 | | | | 14,300 | | | | 14,115 | |
Radar | | | 7,774 | | | | 2,016 | | | | 13,316 | | | | 19,524 | |
| | | 12,023 | | | | 5,453 | | | | 27,616 | | | | 33,639 | |
Financial result | | | | | | | | | | | | | | | | |
Rezende Barbosa Group | | | 395 | | | | 606 | | | | 1,354 | | | | 1,949 | |
Shell Brasil Holding B.V. | | | - | | | | 36,193 | | | | 119,308 | | | | 136,523 | |
Other | | | (131 | ) | | | 89 | | | | (822 | ) | | | 157 | |
| | | 264 | | | | 36,888 | | | | 119,840 | | | | 138,629 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Shell Holdings B.V. and its subsidiaries ("Shell") are related parties of Raízen Energia and Raízen Combustíveis, and therefore the transactions between Shell and these entities were treated as related party transactions and all balances disclosed are 50% proportionally consolidated.
The short-term receivables mainly represent reimbursements arising from the formation of JVs.
The long-term receivables are mainly (i) reimbursements of provisions existing at the legal entity contributed by Shell in relation to contingencies of R$ 252,317, and (ii) a financial asset equivalent to the investment that Shell hold in Iogen, valued at fair value, and that will be contributed to Raízen Energia, amounting to R$ 83,680.
The short term payables mainly represented the reimbursement of the tax credits of the legal entity contributed by Shell, amounting to R$ 60,623.
The long term payables refers to (i) the reimbursement of the judicial deposits of the legal entity contributed by Shell, which will be refunded when redeemed, amounting to R$ 99,680, and (ii) the reimbursement of the tax credits of the legal entity contributed by Shell, amounting to R$ 268,224.
| (ii) | Raízen Energia and Raízen Combustíveis |
The balances with Raízen Energia and Raízen Combustível are consolidated proportionally at 50%, considering the elimination of the portion related to the Company.
Non-current assets receivable from Raízen Energia and Raízen Combustíveis basically represent, tax credits which will be reimbursed to the Company when they are effectively realized by the JVs.
| (iii) | Rezende Barbosa Group |
The Company has receivables from Rezende Barbosa which are guaranteed by shares issued by Cosan.
The jointly-controlled entity "Raízen Energia" has a long-term agreement with Group Rezende Barbosa to supply sugar-cane, at prices based on the ATR prices published by CONSECANA.
The jointly-controlled entity “Raízen Energia” sells and buys ethanol from Vertical UK LLP ("Vertical") in the normal course of business. Vertical is a trading company headquartered in Switzerland in which the Company indirectly holds a 50% non-controlling interest.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (c) | Officers’ and directors’ compensation |
At the Annual General and extraordinary Meeting on July 31 2012 was approved the total annual remuneration of the directors of the Company for the fiscal year ending on March 31, 2013, amounting to R$ 32,000 including fees and any bonuses, and this will be adjusted annually based on the outcome of collective wage negotiations.
| (a) | Companhia de Gás de São Paulo (“COMGÁS”) |
On November 5, 2012, Cosan, through its subsidiary Provence Participações S / A ("Provence"), obtained control by acquiring 60.05% of the shares of COMGÁS from BG Group for R$ 3.4 billion in cash, of which R$ 3.3 billion was graised through long term financing which is to be repaid by the Company over eight years, with a two year grace period, accruing interest at 123% of the CDI rate.
On December 19, 2012, the Extraordinary General Meeting of COMGÁS’ shareholders, approved the incorporation of its immediate parent company, Provence Participações S.A. (" Provence "), as signed by the administrators of COMGÁS and Provence on December 03 of 2012. Provence’s main assets at that date comprised the investment held in COMGÁS and tax basis of goodwill totaling R$ 2,482,767 based on expected future profitability of the investment in COMGÁS, on which a future tax benefit totaling R$ 844,141 was recognized as a deferred tax asset in subsidiary COMGÁS, following the legal incorporation of the two entities, after which the goodwill became tax deductable.
COMGÁS is located in the city of São Paulo, State of São Paulo, and has as its main activity the distribution of piped natural gas in part of the territory of the State of São Paulo (approximately 180 municipalities, including the Greater São Paulo region) to consumers in the industrial, residential, commercial, automotive, thermogeneration and cogeneration segments. As a result of the acquisition, Cosan diversified its investment portfolio in accordance with management’s strategic planning.
In a preliminary assessment, part of the acquisition price was allotted as the concession right to distribute gas and the remaining balance was allotted, preliminarily, as goodwill in the COMGÁS segment.
The following table summarizes the consideration paid and the fair values of assets acquired and liabilities assumed at the date of acquisition as well as the fair value at the date of acquisition of the non-controlling stake in COMGÁS.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Consideration | | | |
| | | |
November 05, 2012 | | | |
Consideration | | | 3,400,000 | |
Cash acquired | | | (426,876 | ) |
Total of consideration transferred | | | 2,973,124 | |
| | | | |
Recognized values of the assets acquired and liabilities assumed | | | | |
Accounts receivable | | | 598,567 | |
Financial instruments | | | 144,330 | |
Inventory | | | 99,424 | |
Intangible assets | | | 8,121,334 | |
Other assets | | | 284,009 | |
Loans and long term debt | | | (2,568,802 | ) |
Accounts payable | | | (692,480 | ) |
Tax payable | | | (208,489 | ) |
Deferred income taxes and social contribution | | | (1,303,704 | ) |
Provision for contingencies | | | (51,592 | ) |
Other liabilities | | | (391,151 | ) |
Net assets acquired | | | 4,031,446 | |
| | | | |
Non-controlling interests | | | (1,781,100 | ) |
Goodwill | | | 722,778 | |
| | | | |
Consideration transferred | | | 2,973,124 | |
The fair value of other liabilities amounting to R$ 391,151 includes the recognition of the fair value of liabilities of post-retirement benefits of R$ 126,594.
The preliminary fair value of intangible assets of R$ 8,121,334 includes the fair valu step-up of the concession right in the amount of R$ 4,567,311 calculated based on the concession agreement between the grantor and COMGÁS.
The Company has chosen to measure the non-controlling stake in the net assets acquired as the proportionate share in the recognized amounts of COMGÁS’ identifiable net assets.
The revenue included in the consolidated income statements from November 1, 2012 includes revenue totaling R$ 951,245 and profit of R$ 66,424.
If COMGÁS had been consolidated from April 1, 2012, the consolidated income statements would present a net revenue pro forma of R$ 4,159,167 and proforma profit of R$ 293,102. This information of net income was obtained by simple aggregation of the values of the acquired and acquiring companies and does not represent the actual figures consolidated for the year (not reviewed by the auditors).
Due to this acquisition, Cosan Limited (our Parent company) ceded the stock option of 30,917,231 shares of Cosan SA to Shell Brazil Holdings BV (a minority shareholders in
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
COMGÁS), exercisable in three annual tranches, where the last maturing on April 15, 2017. If exercised, Cosan Limited will receive all the shares of COMGÁS held directly and indirectly by Shell Brazil Holdings BV.
| (b) | Mime Distribuidora de Petróleo Ltda. (“Mime”) |
On April 1, 2012, Cosan, through Raízen Combustíveis, acquired a 72.3% stake in Mime's common stock by contributing net assets valued at R$ 82,169 through an exchange of assets.
Mime is located in the state of Santa Catarina and its main activities are the distribution and sales of fuel, as well as its convenience store business. With this acquisition, Raízen Combustíveis now operates three additional fuel distribution centers and 124 gas stations operated by Mime.
The estimated fair value of the acquired assets and liabilities assumed on the date of Mime's acquisition as recognized by our Joint Venture Raízen Combustíveis, was as follows:
Description | | | |
Cash and cash equivalents | | | 246 | |
Accounts receivable | | | 57,588 | |
Inventory | | | 8,734 | |
Recoverable taxes | | | 5,400 | |
Other assets | | | 1,725 | |
Property, plant and equipment | | | 56,808 | |
Intangible assets | | | 20,267 | |
Loans | | | (15,264 | ) |
Accounts payable | | | (5,594 | ) |
Related parties | | | (16,527 | ) |
Deferred taxes and social contribution | | | (6,457 | ) |
Other liabilities | | | (7,981 | ) |
Stake of non-controlling shareholders | | | (27,407 | ) |
Net assets acquired | | | 71,538 | |
Consideration given | | | 82,169 | |
Preliminary goodwill | | | 10,631 | |
Cosan recognized 50% of the net assets acquired as the acquirer, Raízen Combustíveis is proportionally consolidated in the Company’s financial statements.
The non-controlling interest in Mime was measured as the proportionate share of the identifiable net assets acquired.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
On November 12, 2012, Cosan, through Raízen Combustíveis, acquired an additional 3.7% stake in Mime's common stock, for R$ 16,460.
Mime's acquisition price was allocated on the basis of the preliminary fair value of the assets acquired and liabilities assumed. The preliminary goodwill was allotted to the Raízen Combustíveis segment.
| (c) | Radar Propriedades Agrícolas S.A. (“Radar”) |
On July 14, 2012, Cosan gained control of Radar, through amendment in the Statute and Shareholders Agreement which granted Cosan the preponderant controlling power in the operation of Radar, without consideration transferred.
Radar is located in the city of São Paulo and has as main goal the purchase, financing, leasing, management, operation and sale of agricultural investments, through direct or indirect acquisition of rural properties, services, imports of agricultural products and inputs, as well as participation as a partner or shareholder in other companies directly or indirectly related to the objectives described above.
Fair value of the investment before business combination | | | 349,139 | |
| | | | |
Fair value of Assets and liabilities of Radar | | | 1,845,341 | |
Stockholdings | | | 18.92 | % |
Fair value of the acquired assets and liabilities | | | 349,139 | |
| | | | |
Gain/ (loss) on prior participation | | | - | |
The estimated fair value of the acquired assets and liabilities on the date was as follows:
Description | | | |
Cash and cash equivalents | | | 111,654 | |
Accounts receivable | | | 19,995 | |
Other assets | | | 8,062 | |
Investments | | | 6,579 | |
Investments properties | | | 1,792,661 | |
Accounts payable | | | (4,185 | ) |
Dividends | | | (21,015 | ) |
Deferred taxes and social contribution | | | (52,126 | ) |
Other liabilities | | | (16,284 | ) |
Consolidated net assets | | | 1,845,341 | |
Non-controlling interest | | | 1,496,202 | |
Previously held equity interest | | | 349,139 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The non-controlling interest in Radar was measured as the proportionate share of the identifiable net assets acquired.
No goodwill was recognized upon the gain of control of Radar.
| (d) | Comma Oil and Chemicals Limited (“Comma”) |
On July 1, 2012, Cosan, through its subsidiary Cosan Lubes Investments Limited ("Cosan Lubes"), acquired 100% of the common shares of Comma for £ 54,000, equivalent to R$ 171,212, in cash, raised through a loan undertaken by Cosan Lubes.
Comma is located in Kent, England, and operates in manufacturing and commercialization of automotive chemicals, including lubricants, through specific distribution channels in the UK.
The estimated fair value of the acquired assets and liabilities on the date of Comma’s acquisition was as follows:
Description | | | |
Accounts receivable | | | 46,468 | |
Inventory | | | 32,879 | |
Other assets | | | 472 | |
Property, plant and equipment | | | 16,791 | |
Accounts payable | | | (40,308 | ) |
Taxes payable | | | (3,900 | ) |
Other liabilities | | | (2,750 | ) |
Net acquired assets | | | 49,652 | |
Contributed net assets, net of cash acquired | | | 133,898 | |
Preliminary goodwill | | | 84,246 | |
The consolidated net assets of Comma were allotted on the basis of the preliminary fair value of acquired assets and liabilities. The preliminary goodwill was allotted to the Cosan other business segment.
The acquisition of Comma reinforces Cosan’s strategy of entering the European lubricants & specialties market.
| (e) | Acquisition of Costa Rica Canavieira Ltda. (“Costa Rica”) |
On June 28, 2012, through a Share Purchase and Sale Agreement, the subsidiary Raízen Energia S.A. (“RESA”) acquired all of the shares of Costa Rica for R$ 115,000, as follows: i) R$ 100,000 paid in cash and ii) Conditional payment of up to R$ 15,000 depending on the achievement of certain terms in the agreement.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
On July 6, 2012, the subsidiary paid the conditional tranche in the amount of R$ 8,435. Thus, at the end of the operation, the full amount paid for the acquisition of the Costa Rica totaled R$ 108,435.
Costa Rica is located in the city of Rio das Pedras, state of São Paulo and, according to an independent appraisal report issued on June 26, 2012, its main asset corresponds to biological assets of sugar cane located in that region, covering an area of 4,552 hectares.
According to the appraisal report, the book values of the assets at the acquisition date were as follows:
Biological assets | | | 20,827 | |
Agricultural contracts partially assessed (i) | | | 19,730 | |
Total identified net assets | | | 40,557 | |
Consideration given, net of cash received | | | 108,434 | |
| | | | |
Preliminary goodwill | | | 67,877 | |
| (i) | On September 26, 2012, RESA sold to São Martinho S.A. rights of some agricultural contracts previously acquired through the acquisition of Costa Rica’s business combination by the of R$19,730. |
The Company is currently analyzing the purchase price allocation which is expected to be concluded by the end of the year.
The acquisition of Costa Rica is due to increase our sugarcane supply.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Issued | | | Number of | | | | | | | | | | | | | | | | |
| | shares of the | | | shares / held | | | Percentage | | | | | | | | | Equity income (loss) | |
| | investee | | | by Cosan | | | of interest (%) | | | Investments | | | of associates | |
| | | | | | | | | | | | 12.31.2012 | | | | 03.31.2012 | | | | 12.31.2012 | | | | 12.31.2011 | |
Radar Propriedades Agrícolas S.A. | | | 21,148,989 | | | | 4,001,167 | | | | 18.92 | | | | - | | | | 283,259 | | | | 67,612 | | | | 4,438 | |
Codexis Inc. (a) | | | 35,965,000 | | | | 5,573,000 | | | | 15.50 | | | | 57,572 | | | | 49,866 | | | | (2,292 | ) | | | (347 | ) |
Logum Logística S.A. ("Logum") (a) | | | 430,556,443 | | | | 86,111,288 | | | | 20.00 | | | | 21,786 | | | | 25,731 | | | | (3,946 | ) | | | - | |
Uniduto Logística (a) | | | 106,973,748 | | | | 49,188,382 | | | | 45.98 | | | | 7,044 | | | | 6,959 | | | | (596 | ) | | | - | |
Tellus Brasil Participações Ltda. (b) | | | 12,021,794 | | | | 23,572,145 | | | | 51.00 | | | | 60,563 | | | | 29,495 | | | | 7,278 | | | | - | |
CTC - Centro Tecnologia Canavieira S.A. | | | 73,102 | | | | 634,400 | | | | 11.52 | | | | 17,398 | | | | 4,892 | | | | - | | | | - | |
Other investments | | | - | | | | - | | | | - | | | | 25,781 | | | | 18,827 | | | | (3,092 | ) | | | (3,452 | ) |
| | | | | | | | | | | | | | | 190,144 | | | | 419,029 | | | | 64,964 | | | | 639 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Changes on investments:
March 31, 2012 | | | 419,029 | |
| | | | |
Equity method | | | 64,964 | |
Advance for future capital increase and capital increase | | | 52,315 | |
Dividens declared dividends by subsidiaries | | | (2,831 | ) |
Comprehensive income | | | 3,348 | |
Radar consolidation effect | | | (341,460 | ) |
Exchange rate variation on foreign investments | | | 5,463 | |
Other | | | (10,684 | ) |
December 31, 2012 | | | 190,144 | |
Information of investments:
| | December 31, 2012 | |
| | | | | | | | | | | Income | |
| | Assets | | | Liabilities | | | Equity | | | (9 months) | |
Codexis Inc. (a) | | | 243,250 | | | | 52,213 | | | | 190,037 | | | | (31,302 | ) |
Uniduto Logística (a) | | | 30,642 | | | | 5 | | | | 30,637 | | | | (437 | ) |
Tellus Brasil Participações Ltda (b) | | | 772,219 | | | | 77,110 | | | | 695,109 | | | | 122,936 | |
CTC - Centro Tecnologia Canavieira S.A. | | | 131,482 | | | | 19,511 | | | | 111,971 | | | | (27,826 | ) |
Logum Logística S.A. ("Logum") (a) | | | 965,097 | | | | 747,236 | | | | 217,861 | | | | (43,694 | ) |
| | March 31, 2012 | |
| | | | | | | | | | | Income | |
| | Assets | | | Liabilities | | | Equity | | | (12 months) | |
| | | | | | | | | | | | |
Radar Propriedades Agrícolas S.A. | | | 1,685,618 | | | | 188,392 | | | | 1,497,226 | | | | 162,544 | |
Codexis Inc. (a) | | | 247,663 | | | | 60,552 | | | | 187,111 | | | | (2,138 | ) |
Logum Logística S.A. ("Logum") (a) | | | 741,782 | | | | 484,471 | | | | 257,311 | | | | (28,670 | ) |
| (a) | Shares held by Raízen Energia. |
| (b) | The Company owns 5% of economics benefits of this associates as established in shareholders agreement. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The balance of investment property is composed as follow:
March 31, 2012 | | | - | |
| | | | |
Effect of consolidation of land segment ("Radar") | | | 1,803,484 | |
Transfer of assets between segments | | | 533,281 | |
Change in fair value | | | 85,915 | |
Write-off | | | (1,995 | ) |
December 31, 2012 | | | 2,420,685 | |
Investment properties include agricultural land located in the Southeast, Midwest and Northeast regions of Brazil, which are leased to third parties and jointly controlled entities. The leases have an average term of 18 years for the cultivation of sugarcane and 10 years for gain. The annual value of the leases indexed to changes in commodity prices.
The fair value of agricultural land was determined based on the method of direct comparison of data from the market, using transactions concerning comparable properties (property type, location, quality of the property) observed in the market. The portfolio is valued annually by independent experts and reviewed periodically by internal professionals technically qualified to perform such appraisals.
Changes in biological assets (sugarcane plants) are described below:
March 31, 2012 | | | 968.023 | |
| | | | |
Change in fair value net | | | (42,788 | ) |
Increase due to planning and growing costs | | | 368,955 | |
Harvested cane transferred to inventory (a) | | | (354,010 | ) |
Business combination Costa Rica | | | 10,414 | |
December 31, 2012 | | | 950.594 | |
| (a) | Of this balance, RS 206,659 was allocated to sugar and ethanol inventory as at December 31, 2012. |
Sugarcane plants
Areas cultivated represent only sugarcane, without considering the land used to grow these crops. The following assumptions were used to determine fair value using the discounted cash flow:
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Crop area (hectares) | | | 416,008 | | | | 382,798 | |
Expect productivity (tons of cane per hectare) | | | 78.20 | | | | 78.20 | |
Total amount of recoverable sugar - ATR (Kg) | | | 137.27 | | | | 137.27 | |
Price kg ATR projected average (R$/kg) | | | 0.4881 | | | | 0.4881 | |
Sugar production depends on the volume and sucrose content of the sugarcane grown or supplied by farmers located near the mills. The crop yield and the sucrose content in sugarcane mainly depends on weather conditions such as rainfall and temperature.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
15 | Property, plant and equipment |
| | | | | | | | | | | | | | "Cosan | | | | | | | |
| | March | | | | | | | | | Capitalization / | | | Alimentos" de- | | | Business | | | December | |
| | | 31, 2012 | | | Additions | | | Write-offs | | | Reclassification | | | consolidation | | | combination | | | | 31, 2012 | |
Cost: | | | | | | | | | | | | | | | | | | | | | | | |
Land and Rural Properties | | | 1,570,489 | | | | 2,582 | | | | (100,905 | ) | | | (619,891 | ) | | | (8 | ) | | | 1,574 | | | | 853,841 | |
Buildings and Improvements | | | 1,069,914 | | | | 744 | | | | (7,758 | ) | | | (25,034 | ) | | | (61,798 | ) | | | 23,541 | | | | 999,609 | |
Machinery, Equipment and Facilities | | | 5,274,544 | | | | 38,004 | | | | (114,043 | ) | | | 722,694 | | | | (28,471 | ) | | | 24,452 | | | | 5,917,180 | |
Airplanes, vessels and vehicles | | | 334,157 | | | | 259 | | | | (5,677 | ) | | | (50,643 | ) | | | (333 | ) | | | - | | | | 277,763 | |
Rail Cars and Locomotives | | | 391,647 | | | | 41,511 | | | | - | | | | 9,108 | | | | - | | | | - | | | | 442,266 | |
Furniture and Fixtures and Computer Equipment | | | 125,267 | | | | 467 | | | | (4,381 | ) | | | 11,250 | | | | (2,658 | ) | | | 5,272 | | | | 135,217 | |
Construction in progress | | | 675,000 | | | | 481,512 | | | | - | | | | (502,890 | ) | | | (9,860 | ) | | | 2,043 | | | | 645,805 | |
Renovation and maintenance of machines and equipment | | | 263,449 | | | | 99,306 | | | | - | | | | (13,378 | ) | | | - | | | | - | | | | 349,377 | |
Other | | | 157,508 | | | | 5 | | | | (2 | ) | | | (142,236 | ) | | | - | | | | - | | | | 15,275 | |
Total | | | 9,861,975 | | | | 664,390 | | | | (232,766 | ) | | | (611,020 | ) | | | (103,128 | ) | | | 56,882 | | | | 9,636,333 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Buildings and Improvements | | | (262,910 | ) | | | (27,321 | ) | | | 3,160 | | | | (13,148 | ) | | | 6,847 | | | | (8,531 | ) | | | (301,903 | ) |
Machinery, Equipment and Facilities | | | (1,388,712 | ) | | | (277,901 | ) | | | 62,194 | | | | (132,080 | ) | | | 17,816 | | | | (15,561 | ) | | | (1,734,244 | ) |
Airplanes, vessels and vehicles | | | (138,935 | ) | | | (15,952 | ) | | | 5,137 | | | | 3,961 | | | | 253 | | | | - | | | | (145,536 | ) |
Rail Cars and Locomotives | | | (18,397 | ) | | | (9,647 | ) | | | - | | | | - | | | | - | | | | - | | | | (28,044 | ) |
Furniture and Fixtures and Computer Equipment | | | (81,301 | ) | | | (9,666 | ) | | | 3,516 | | | | (35 | ) | | | 1,661 | | | | (4,442 | ) | | | (90,267 | ) |
Renovation and maintenance of machines and equipment | | | - | | | | (307,911 | ) | | | - | | | | - | | | | - | | | | - | | | | (307,911 | ) |
Other | | | (104,757 | ) | | | (851 | ) | | | 8 | | | | 93,700 | | | | - | | | | - | | | | (11,900 | ) |
Total | | | (1,995,012 | ) | | | (649,249 | ) | | | 74,015 | | | | (47,602 | ) | | | 26,577 | | | | (28,534 | ) | | | (2,619,805 | ) |
| | | 7,866,963 | | | | 15,141 | | | | (158,751 | ) | | | (658,622 | ) | | | (76,551 | ) | | | 28,348 | | | | 7,016,528 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Capitalization of borrowing costs
During the period ended December 31, 2012, the borrowing costs capitalized amounted to R$ 29,426 (R$ 71,661 during the year ended March 31, 2012). The weighted average interest rate, used for the capitalization of interest on the balance of construction in progress, was 7.22% per year until December 31, 2012 (8.60% per year during the year ended March 31, 2012).
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | "Cosan | | | | | | | |
| | March | | | | | | | | | Capitalization / | | | Alimentos" de- | | | Business | | | December | |
| | | 31, 2012 | | | Additions | | | Write-offs | | | Reclassification | | | consolidation | | | combination | | | | 31, 2012 | |
Cost: | | | | | | | | | | | | | | | | | | | | | | | |
Software licenses | | | 106,970 | | | | 6,154 | | | | (1,713 | ) | | | 991 | | | | (128 | ) | | | 254,871 | | | | 367,145 | |
Trademarks | | | 608,411 | | | | - | | | | - | | | | (1,770 | ) | | | (83,585 | ) | | | - | | | | 523,056 | |
Goodwill | | | 2,932,254 | | | | 3,582 | | | | - | | | | 51,371 | | | | - | | | | 852,425 | | | | 3,839,632 | |
Operation Licenses | | | 282,734 | | | | 97,845 | | | | (8,219 | ) | | | - | | | | - | | | | 8,877,189 | | | | 9,249,549 | |
Customer agreements and related customer relationships | | | 602,646 | | | | 54,450 | | | | (434 | ) | | | 47,847 | | | | - | | | | 768,636 | | | | 1,473,145 | |
Leases | | | 79,919 | | | | - | | | | (9,866 | ) | | | 1,769 | | | | - | | | | 9,866 | | | | 81,688 | |
Distribution rights | | | 451,371 | | | | 152,870 | | | | - | | | | 35,487 | | | | - | | | | 1,598 | | | | 641,326 | |
Railroad access | | | 236,397 | | | | - | | | | - | | | | 73,252 | | | | - | | | | - | | | | 309,649 | |
Other | | | 122,072 | | | | - | | | | - | | | | (69,930 | ) | | | - | | | | - | | | | 52,142 | |
Total | | | 5,422,774 | | | | 314,901 | | | | (20,232 | ) | | | 139,017 | | | | (83,713 | ) | | | 10,764,585 | | | | 16,537,332 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Software licenses | | | (85,056 | ) | | | (13,194 | ) | | | 1,665 | | | | 3 | | | | 116 | | | | (156,277 | ) | | | (252,743 | ) |
Trademarks | | | (110,431 | ) | | | (59,107 | ) | | | - | | | | 1,770 | | | | 442 | | | | - | | | | (167,326 | ) |
Operation Licenses | | | - | | | | (61,185 | ) | | | 7,619 | | | | - | | | | - | | | | (1,221,189 | ) | | | (1,274,755 | ) |
Customer agreements and related customer relationships | | | (66,146 | ) | | | (66,587 | ) | | | 436 | | | | (76,155 | ) | | | - | | | | (401,802 | ) | | | (610,254 | ) |
Leases | | | (12,652 | ) | | | (3,263 | ) | | | - | | | | 9,600 | | | | - | | | | - | | | | (6,315 | ) |
Distribution rights | | | (133,655 | ) | | | (69,903 | ) | | | - | | | | (17,835 | ) | | | - | | | | - | | | | (221,393 | ) |
Improvements in public concessions | | | (14,968 | ) | | | (11,838 | ) | | | - | | | | (25 | ) | | | - | | | | - | | | | (26,831 | ) |
Other | | | (67,611 | ) | | | (5,551 | ) | | | - | | | | 50,562 | | | | - | | | | - | | | | (22,600 | ) |
Total | | | (490,519 | ) | | | (290,628 | ) | | | 9,720 | | | | (32,080 | ) | | | 558 | | | | (1,779,268 | ) | | | (2,582,217 | ) |
| | | 4,932,255 | | | | 24,273 | | | | (10,512 | ) | | | 106,937 | | | | (83,155 | ) | | | 8,985,317 | | | | 13,955,115 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Annual rate of | | December | | March |
Intangible assets (excluding goodwill) | | amortization - % | | 31, 2012 | | 31, 2012 |
Software licenses | | 20.00 | | 19,519 | | 21,915 |
Trademarks (a) | | 20.00 | | 218,766 | | 260,313 |
Trademark Mobil (b) | | 10.00 | | 136,964 | | 154,082 |
Trademark União (c) | | 2.00 | | - | | 83,585 |
Customer agreements (d) | | 3.00 | | 466,810 | | 535,405 |
Operating licenses and customer agreements (e) | | 4.00 | | 273,930 | | 283,829 |
Favorable operating leases (f) | | 6.00 | | 74,677 | | 67,267 |
Distribution rights (g) | | Over the life of the agreement | | 419,934 | | 317,716 |
Improvements in public grants (h) | | Over the life of the agreement | | 277,933 | | 221,428 |
Concession contract - Comgás (i) | | Remaining concession period | | 8,162,354 | | - |
Other | | | | 64,596 | | 54,461 |
| | | | | | |
Total | | | | 10,115,483 | | 2,000,001 |
| (a) | Refers to the right to use the trademark for 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 for União sugar arising from the business combination. Reclassified to assets held for sale. |
| (d) | Refers to the relationships between Raízen Combustívies and the gas stations that maintain its flags and the distribution contracts acquired through the business combination. |
| (e) | Refers to the Licenses to carry out port operations and the customer relationships held by Rumo, from business combinations. |
| (f) | Intangible assets related to agreements for existing land leases from business combinations. |
| (g) | Intangible assets related to customer agreements with preferred providers of loyalty products and trademarks. |
| (h) | Refers to the improvements made to the Federal Government owned railroad in relation to the transportation contract of Rumo. |
| (i) | Refers to the public concession contract of gas distribution, which represents the right to charge users for gas supply. The amortization term is 37 years (the remaining concession period, plus extension). |
Analysis of loss on the recoverable amount for the cash-generating units containing goodwill
The Company tests annually (March 31) the recoverable amounts of intangible assets with indefinite useful lives, composed primarily of goodwill for expected future earnings arising from the processes of business combination and the formation of JVs. Property, plant and equipment and intangible assets subject to amortization are reviewed whenever there are indications that the carrying amount is not recoverable.
During the period ended December 31, 2012, no indicators of impairment were identified that would trigger impairment testing by the Company.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The combined carrying values of the goodwill allocated to each unit are as follow:
Carrying amount of goodwill | | December 31, 2012 | | | March 31, 2012 | |
Cash-generating unit Raízen Energia S.A. | | | 1,453,844 | | | | 1,405,407 | |
Cash-generating unit Raízen Combustíveis S.A. | | | 901,387 | | | | 855,907 | |
Cash-generating unit Rumo | | | 100,451 | | | | 98,972 | |
Cash-generating unit Comgás | | | 722,778 | | | | - | |
Cash-generating unit Cosan - Other Business | | | 661,172 | | | | 571,968 | |
Total goodwill | | | 3,839,632 | | | | 2,932,254 | |
17 | Loans and long term debt |
| | Financial charges (b) | | | | | | |
| | | | Average | | | | | | |
| | | | annual interest | | December | | March | | Maturity |
Description | | Index | | rate - % | | 31, 2012 | | 31, 2012 | | date |
Senior Notes Due 2014 | | Dollar (USD) | | 9.50 | | 370,353 | | 322,654 | | Jul-14 |
Senior Notes Due 2017 | | Dollar (USD) | | 7.00 | | 420,541 | | 368,601 | | Feb-17 |
BNDES | | URTJLP | | 8.14 | | 647,658 | | 683,586 | | Oct-25 |
| | Pre-fixed | | 4.50 | | 199,757 | | 185,568 | | Jul-20 |
| | UMBND | | 6.52 | | 17,642 | | 18,365 | | Jul-19 |
| | Dollar (USD) | | 6.86 | | - | | 11 | | Nov-12 |
| | TJLP | | 8.53 | | 787,692 | | - | | Jun-17 |
| | Selic | | 1.80 | | 242,632 | | - | | Oct-20 |
| | TJ462 | | 8.40 | | 61,985 | | - | | Oct-20 |
ACC | | Dollar (USD) | | 1.82 | | 77,517 | | 138,369 | | Jun-13 |
Perpetual notes | | Dollar (USD) | | 8.25 | | 1,041,375 | | 930,094 | | Nov-15 |
Resolution 2471 (PESA) | | IGP-M | | 11.97 | | 343,399 | | 316,108 | | Apr-23 |
| | Pre-fixed | | 3.00 | | 50 | | 53 | | Oct-25 |
Rural credit | | Pre-fixed | | 5.50 | | 20,560 | | 20,460 | | Nov-13 |
Working capital | | Dollar (USD) + Libor | | 1.81 | | 460,204 | | 410,002 | | Dec-15 |
| | IGP-M | | 20.52 | | - | | 88 | | Dec-12 |
| | Pre-fixed | | 14.00 | | 4,250 | | 5,332 | | Mar-15 |
| | Dollar (USD) + Libor | | 4.58 | | 206,787 | | 185,312 | | Sep-16 |
| | 106.00% CDI | | - | | 115,032 | | - | | Mar-13 |
Pre-payments | | Dollar (USD) + Libor | | 7.11 | | 511,185 | | 507,454 | | Feb-16 |
Credit notes | | 110.00% CDI | | 7.27 | | 519,970 | | 341,226 | | Feb-14 |
| | Dollar (USD) | | 3.07 | | - | | 52,891 | | - |
FINAME | | Pre-fixed | | 4.62 | | 385,790 | | 397,515 | | Sep-22 |
| | URTJLP | | 7.71 | | 419,078 | | 337,091 | | Jan-22 |
| | UMBND | | 8.36 | | - | | 16 | | Oct-12 |
Leasing | | R$ | | 15.01 | | 128 | | - | | Jun-14 |
| | 100.00 % CDI | | - | | 2,336 | | - | | Oct-14 |
Foreign loans | | Libor UK Semiannual | | 4.64 | | 178,583 | | - | | Jun-17 |
Loan EIB | | Dollar (USD) + Libor | | 2.76 | | 567,333 | | - | | Sep-21 |
Loan Resolution 4131 | | Dollar (USD) + Libor | | 3.25 | | 455,329 | | - | | Jul-17 |
Debentures | | CDI | | 8.49 | | 3,343,987 | | - | | Oct-20 |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Financial charges (b) | | | | | | |
| | | | Average | | | | | | |
| | | | annual interest | | December | | March | | Maturity |
Description | | Index | | rate - % | | 31, 2012 | | 31, 2012 | | date |
Non-convertible debentures | | CDI | | 1.50 | | 68,959 | | - | | Aug-14 |
FINEP | | Pre-fixed | | 5.00 | | 89,828 | | - | | Jan-21 |
Promissory note | | 105.20 % CDI | | - | | 159,846 | | - | | Mar-13 |
Credit assignment | | CDI | | 1.38 | | 59,724 | | - | | May-13 |
Other | | Several | | Several | | 137,673 | | - | | Several |
Commodity broker current account | | Several | | Several | | 29,497 | | - | | Several |
Expenditure on issue of debt | | | | | | (78,450) | | (21,407) | | |
| | | | | | 11,868,230 | | 5,199,389 | | |
| | | | | | | | | | |
Current | | | | | | 1,843,084 | | 540,237 | | |
Non-current | | | | | | 10,025,146 | | 4,659,152 | | |
| (a) | 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 originating from energy contracts (BNDES), (ii) CTN and land mortgages (PESA), and (iii) underlying assets being financed (FINAME); |
| (b) | Financial charges as at December 31, 2012, except where otherwise indicated. |
Our non-current borrowings, less the depreciation expenses on the placement of bonds, are scheduled to fall due within the following periods as of the balance sheet date:
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
13 to 24 months | | | 1,772,304 | | | | 747,146 | |
25 to 36 months | | | 2,482,301 | | | | 1,085,917 | |
37 to 48 months | | | 967,598 | | | | 1,295,155 | |
49 to 60 months | | | 1,458,302 | | | | 591,534 | |
61 to 72 months | | | 1,030,507 | | | | 179,137 | |
73 to 84 months | | | 1,109,223 | | | | 300,921 | |
85 to 96 months | | | 1,056,425 | | | | 220,893 | |
Thereafter | | | 148,486 | | | | 238,449 | |
| | | | | | | | |
| | | 10,025,146 | | | | 4,659,152 | |
PESA - Resolution 2471- Special Agricultural Financing Program (Programa Especial de Saneamento de Ativos), or PESA
From 1998 to 2000, the Company and current the jointly-controlled Raízen Energia renegotiated their debts related to financing for agricultural costs with several financial institutions, reducing them to annual interest rates below 10%, ensuring the repayment of the debt principal through the assignment and transfer of Treasury Certificates, redeemable when the debt is cleared, using the incentives promoted by Central Bank resolution No. 2471 of February 26, 1998. That debt has been self-cleared by CTN (note 6).
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Senior Notes Due in 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” amounting to US$ 350,000 thousands, which accrued interest of 9.5% per year, payable semiannually in February and August of each year, beginning in February 2010.
Senior Notes Due in 2017
On January 26, 2007, the wholly-owned indirect controlled Cosan Finance Limited issued Senior Notes in the international market in accordance with “Regulation S” and “Rule 144A” amounting to US$ 400,000 thousands, which accrued interest of 7% per annum, payable semiannually in February and August of each year.
BNDES
Refers to the financing of cogeneration projects, greenfield projects (sugar and ethanol mills), the expansion of the logistics segment and gas distribution.
Perpetual Notes
On November 05, 2010 and July 13, 2011, the subsidiary Cosan Overseas Limited issued R$ 500,000 in perpetual notes in the foreign market, in accordance with “Regulation S”. These notes bear interest at a rate of 8.25% per year, payable quarterly..
Bank Debt – working capital
On May 16, 2011, a bank debt of USD 450,000 thousands was issued in favor of the jointly-controlled subsidiary Raízen Energia in order to replace (and repay) the perpetual notes issued in 2006. This bank debt matures in two years, interest is payable quarterly and is subject to interest at LIBOR + 1.81% per year.
On October 4, 2011, was issued to the Company a bank debt in the amount of USD 100.000 thousands due within 5 (five) years with a prepayment clause and annual cost of LIBOR + 4.58% per year, resources that were used to repurchase the Company's shares.
Advances on Foreign Exchange Contracts (“ACC”), Pre payments and Credit Notes
ACC contracts, pre payments and credit notes have been signed with several financial institutions and will be cleared through exports made from 2012 to 2014. These transactions are subject to interest rates payable semiannually and on maturity.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
FINAME
Refers to funding related to FINAME - Machinery and Equipment Financing, mediated by various financial institutions, and intended for investment in property, plant and equipment. These loans are subject to interest payable monthly and are secured by liens on the assets financed.
FINEP
In November 2012, was issued to the subsidiary Cosan Biomassa obtained a bank loan of R$ 89,694, maturing in January 2021. The same agreement provides for 3 more installments of funding, totaling R$ 254,890, with pre fixed interest of 5% per year. These funds will be used for the development, production and marketing plan of new industrial technologies for the processing of biomass derived from sugar cane or other sources.
Foreign loans
On June 29, 2012 Cosan Lubs Investments Limited, a subsidiary of Cosan S/A, obtained a loan of £ 54,000 in order to acquire control of Comma Oil and Chemicals Limited, which occurred in July 2012.
Loan Resolution 4131
Refers to funds raised abroad with several financial institutions, maturing until 2017, aiming to finance the cash flow of Comgás.
Loan EIB
Refers to loans from the European Investment Bank in U.S.Dollars plus interest based on the LIBOR rate, maturing until 2021. These loans are fully covered by derivative instruments that exchange the original indexers for the CDI rate in Brazilian Reais. They correspond to the funds raised used to expand and support the natural gas distribution.
Non convertible debentures
On August 5, 2008, COMGÁS concluded the issue of a simple debenture, indivisible and not convertible into shares, at par value of R$100,000.
In August 2012 the first repayment of the principal (33.33%) was made. The remaining amortization of the principal will occur in August 2013 and 2014 with payments of 33.33% and 33.34%, respectively. Interest payments will be made annually without renegotiation. In August 2012 the fourth interest payment of R$11,840 was made.
Debentures
On October 22, 2012, the Company issued two series of debentures, the first series of R$ 1,900,000 and the second series of R$ 1,400,000. The first series has a term of six years from the date of issue, maturing on October 01, 2018, and the second series a term of eight years from the date of issue, maturing on October 01, 2020, except in the case of mandatory early redemption and/or prepayment of the debentures, pursuant to the Indenture.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Promissory Notes
On March 15, 2012, the subsidiary COMGÁS concluded the issue of 150 Promissory Notes at a par value of R$ 1,000, totaling R$ 150,000 with a maturity period of 360 days.
The amortization of the principal and interest will occur in the maturity of the promissory in notes.
Covenants
The Company, its subsidiaries and jointly-controlled entities are subject to certain restrictive financial covenants set forth in existing loans and financing agreements. As at December 31, 2012, Cosan, its subsidiaries and jointly-controlled entities were in compliance with all debt covenants.
The measurements are required on an annual basis, at the closing of the year (March 31, 2013).
18 | Income tax and other taxes payable |
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Income tax payable | | | 182,177 | | | | 11,973 | |
| | | | | | | | |
| | | 182,177 | | | | 11,973 | |
| | | | | | | | |
Other taxes | | | | | | | | |
ICMS - State VAT | | | 108,216 | | | | 66,601 | |
IPI | | | 1,779 | | | | 4,631 | |
INSS | | | 13,574 | | | | 13,029 | |
PIS | | | 10,039 | | | | 5,003 | |
COFINS | | | 46,244 | | | | 21,294 | |
Recovery program - REFIS | | | 1,005,659 | | | | 1,287,941 | |
Other | | | 29,665 | | | | 33,871 | |
| | | | | | | | |
| | | 1,215,176 | | | | 1,432,370 | |
| | | | | | | | |
Current | | | 423,218 | | | | 241,719 | |
Non - current | | | 974,135 | | | | 1,202,624 | |
Tax recovery program - Law no 11.941/09 e Provisional Measure no 470/09 (REFIS IV)
On May 27 and October 13, 2009, Law no. 11.941 and MP no. 470 were approved by the Brazilian government, creating a tax amnesty and refinancing program, permitting the taxpayer to settle its federal tax debts under previous refinancing programs, and other federal taxes subject to court disputes, with discounts on penalties and interest, and pay the balance in installments.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
On June 29, 2011 the subsidiary Cosan Lubrificantes e Especialides S.A., a successor entity of Esso Brasileira de Petróleio Ltda. ("Essobrás"), joined the tax amnesty and refinancing program upon request of ExxonMobil Brasil Holdings B.V. ("ExxonMobil"), the entity that is legally responsible for the tax contingencies existing up to the date of acquisition of Essobrás by the Company (Note 6).
The maturities of long-term taxes payable are as follows:
| | December 31, 2012 | | | March 31, 2012 | |
13 to 24 months | | | 62,653 | | | | 99,083 | |
25 to 36 months | | | 62,231 | | | | 97,707 | |
37 to 48 months | | | 61,639 | | | | 97,254 | |
49 to 60 months | | | 61,223 | | | | 96,909 | |
61 to 72 months | | | 59,994 | | | | 96,270 | |
73 to 84 months | | | 59,791 | | | | 95,229 | |
85 to 96 months | | | 59,791 | | | | 95,229 | |
Thereafter | | | 546,813 | | | | 524,943 | |
| | | 974,135 | | | | 1,202,624 | |
19 | Income tax and social contribution |
Cosan is incorporated in Bermudas, which has no income taxes. The following relates to the Brazilian income taxes of Cosan S.A., its subsidiaries and jointly controlled entities:
| (a) | Reconciliation of income and social contribution tax expenses |
| | (Amended) | |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
Pretax Income | | | 421,283 | | | | 153,544 | | | | 669,791 | | | | 3,099,990 | |
| | | | | | | | | | | | | | | | |
Income tax and social contribution at nominal rate (34%) | | | (143,237 | ) | | | (52,195 | ) | | | (227,729 | ) | | | (1,053,996 | ) |
| | | | | | | | | | | | | | | | |
Adjustments to determine the effective rate | | | | | | | | | | | | | | | | |
Equity income | | | 1,085 | | | | 4 | | | | 22,088 | | | | 217 | |
Permanent differences (donations, gifts, etc.) | | | (2,630 | ) | | | - | | | | (7,850 | ) | | | - | |
Stock options | | | (1,130 | ) | | | - | | | | (3,390 | ) | | | - | |
Interest on capital | | | 9,879 | | | | - | | | | 10,982 | | | | - | |
Tax loss and negative basis | | | (4,172 | ) | | | (4,835 | ) | | | (7,068 | ) | | | 31,334 | |
Non-taxable income (loss) from overseas companies | | | (24,277 | ) | | | (92,700 | ) | | | 42,936 | | | | (152,636 | ) |
Different tax regime for entities taxed on presumed profits | | | 24,634 | | | | - | | | | 24,634 | | | | - | |
Exchange variations on the paid up capital | | | 3,513 | | | | 101,004 | | | | 42,346 | | | | 101,004 | |
Other | | | 8,247 | | | | (9,924 | ) | | | 15,055 | | | | (36,080 | ) |
Income tax and social contribution expense (current and deferred) | | | (128,088 | ) | | | (58,646 | ) | | | (87,996 | ) | | | (1,110,157 | ) |
Effective rate - % | | | 30.40 | | | | 38.19 | | | | 13.14 | | | | 35.81 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (b) | Deferred income tax on assets and liabilities |
| | December 31, 2012 | | | March 31, 2012 | |
| | Basis | | | IRPJ (25%) | | | CSLL (9%) | | | Total | | | Total | |
Tax Losses | | | | | | | | | | | | | | | |
Tax Losses | | | 2,013,349 | | | | 503,337 | | | | - | | | | 503,337 | | | | 551,326 | |
Negative basis of social contribution | | | 2,033,239 | | | | - | | | | 182,992 | | | | 182,992 | | | | 197,863 | |
Temporary differences | | | | | | | | | | | | | | | | | | | | |
Monetary exchange | | | 274,179 | | | | 68,545 | | | | 24,676 | | | | 93,221 | | | | (37,387 | ) |
Accelerated depreciation | | | (83,048 | ) | | | (20,762 | ) | | | - | | | | (20,762 | ) | | | (13,798 | ) |
Amortized goodwill | | | (1,049,999 | ) | | | (262,500 | ) | | | (94,500 | ) | | | (357,000 | ) | | | (230,523 | ) |
Business combination | | | (14,775,818 | ) | | | (3,136,304 | ) | | | (1,133,966 | ) | | | (4,270,270 | ) | | | (2,744,294 | ) |
Provisions for contingencies and other temporary differences | | | 2,229,696 | | | | 557,424 | | | | 200,673 | | | | 758,097 | | | | 376,407 | |
Total | | | | | | | (2,290,260 | ) | | | (820,125 | ) | | | (3,110,385 | ) | | | (1,900,406 | ) |
| | | | | | | | | | | | | | | | | | | | |
Deferred income tax - asset | | | | | | | | | | | | | | | 405,827 | | | | 543,024 | |
Deferred income tax - liabilities | | | | | | | | | | | | | | | (3,516,212 | ) | | | (2,443,430 | ) |
Total of deferred taxes | | | | | | | | | | | | | | | (3,110,385 | ) | | | (1,900,406 | ) |
In assessing the recoverability of deferred income tax assets, management considers annually the projections of future taxable income and temporary differences. This analysis is performed more frequently if the facts and circumstances indicate that the recovery of assets is at risk.
20 | Provision for Tax, Civil and Labor Contingencies |
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Tax | | | 651,304 | | | | 620,835 | |
Civil | | | 230,857 | | | | 168,952 | |
Labor | | | 251,787 | | | | 261,890 | |
| | | 1,133,948 | | | | 1,051,677 | |
Judicial deposits as at December 31 and March 31, 2012 are presented as follow:
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Tax | | | 427,734 | | | | 411,619 | |
Labor | | | 69,465 | | | | 65,142 | |
Civil | | | 44,931 | | | | 32,474 | |
| | | 542,130 | | | | 509,235 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Changes in provision for judicial demands:
| | Tax | | | Civil | | | Labor | | | Total | |
| | | | | | | | | | | | |
March 31, 2012 | | | 620,835 | | | | 168,952 | | | | 261,890 | | | | 1,051,677 | |
| | | | | | | | | | | | | | | | |
Provisions | | | 18,752 | | | | 63,465 | | | | 105,941 | | | | 188,158 | |
Write-offs | | | (11,507 | ) | | | (54,273 | ) | | | (130,007 | ) | | | (195,787 | ) |
Business combination effect | | | 3,659 | | | | 39,071 | | | | 11,671 | | | | 54,401 | |
Monetary variation | | | 19,565 | | | | 13,642 | | | | 2,292 | | | | 35,499 | |
December 31, 2012 | | | 651,304 | | | | 230,857 | | | | 251,787 | | | | 1,133,948 | |
Contingencies deemed to be probable losses - accrued
The major taxation-related legal proceeding as at December 31 and March 31, 2012 are described as follow:
Description | | December 31, 2012 | | | March 31, 2012 | |
IPC - 89 (i) | | | 83,232 | | | | 82,173 | |
Compensation with FINSOCIAL (ii) | | | 201,569 | | | | 195,421 | |
CIDE (iii) | | | 93,841 | | | | 93,841 | |
ICMS credits (iv) | | | 104,102 | | | | 97,552 | |
PIS and COFINS | | | 17,750 | | | | 17,445 | |
IPI | | | 17,604 | | | | 15,970 | |
IRPJ and CSLL | | | 2,167 | | | | 2,110 | |
Other | | | 131,039 | | | | 116,323 | |
| | | 651,304 | | | | 620,835 | |
| (i) | In 1993, Cosan Lubrificantes e Especialidades ("Cosan CLE") filed a suit to challenge the balance sheet restatement index (“IPC”) established by the Federal Government in 1989, considering that this index did not reflect the actual rate of inflation. The use of this index led the Company to overpay income and social contribution taxes. Cosan CLE obtained a favorable preliminary court ruling that allowed it to recalculate its financial position, using indices that better measured the inflation over the period. In doing so the Company adjusted the amounts of income and social contribution taxes payable and offset the overpayments for both taxes in subsequent years until 1997. Despite the favorable court rulings, the tax authorities issued a notice of infringement to the Company challenging all of the offset taxes whose values had been updated accrued. No judicial deposits were made for these processes. |
| (ii) | During the period from October 2003 to November 2006 the subsidiary Cosan CL offset FINSOCIAL against several other federal taxes, based on a final court decision in September 2003 following a decision that challenged the constitutionality of the FINSOCIAL. No judicial deposits were made for these processes. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (iii) | Prior to the formation of the JV, Raízen Combustíveis, formerly Shell Brasil Ltda, recorded CIDE on services provided from operations. This contingency will be reimbursed by Shell if any payment is required, and an equivalent amount is recorded as related parties. There are judicial deposits related to these processes, amounting to R$ 170,835. |
| (iv) | The provision for ICMS credits is made up of: (a) the tax assessment received, in which, despite the defense filed at the administrative and judicial levels, the legal counsel of the Company understand it is more likely than not that a loss will occur, (b) the recovery of credits and financial charges relating to issues on which the Company's management has a differing view from the tax authorities. There are judicial deposits related to these processes, amounting to R$ 8,392. |
| (b) | Civil and labor claims |
The Company, its subsidiaries and jointly-controlled entities 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 entities 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 premiums and risk premiums, employment inclusion, and the reimbursement of discounts from payroll such as social contributions and trade union charges, among others.
Judicial claims deemed as possible losses, and therefore accrued
The main tax claims for which an unfavorable outcome is deemed possible and for which, therefore, no provision for legal claims was recorded in the financial statements, are as follow:
| | December 31, 2012 | | | March 31, 2012 | |
Withholding income taxes (i) | | | 210,390 | | | | 204,249 | |
ICMS - State VAT (ii) | | | 1,788,032 | | | | 1,705,220 | |
IPI credit - NT (iii) | | | 381,136 | | | | 378,735 | |
Income taxes (vii) | | | 484,927 | | | | 532,131 | |
Compensation with IPI - IN 67/98 (iv) | | | 192,391 | | | | 188,479 | |
INSS - social security and other (v) | | | 478,300 | | | | 83,875 | |
PIS and COFINS (vi) | | | 594,995 | | | | 529,257 | |
Other | | | 494,764 | | | | 493,471 | |
| | | 4,624,935 | | | | 4,115,417 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (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.
Refers mainly to (i) Tax Assessment filed for alleged lack of payment of ICMS and non-compliance with accessory obligations, 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, this product is classified as a semi-finished product and, in accordance with the ICMS regulations, would be subject to taxation, (iii) ICMS levied on possible differences in terms of sugar and alcohol inventory, arising from digital tax files and Inventory Registry Books, (iv) ICMS on rate differences due to ethanol sales to companies located in other states, which, thereafter, had their registrations revoked, and (v) disallowance of tax credits resulting from the acquisition of diesel used in the production process.
SRF Normative Instruction no 67/98 approved the procedures adopted by the industrial establishments which performed remittances without registration and payment of IPI, in relation to transfers of sugarcane carried out between July 6, 1995 and November 16, 1997 and of refined sugar between January 14, 1992 and November 16, 1997. This rule was considered in the proceedings filed by the Federal Revenue Secretariat against the Company, for which an unfavorable outcome is deemed possible, following the advice of the Company's legal counsel.
| (iv) | Offsettings against IPI credits – IN 67/98 |
SRF Normative Instruction no. 67/98 allowed the refunding of IPI tax payments for sales of refined sugar from January 14, 1992 through November 16, 1997. Consequently the Company applied for the offsetting of amounts paid during the periods against other tax liabilities. However, the tax authorities denied its application for both the reimbursement and offsetting of these amounts. The Company has 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 seeking to stay the enforceability of offset taxes, in an attempt to prevent the tax authorities from pursuing the relevant tax debts in court. The preliminary injunction was granted by the court.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Refers mainly to tax assessments received and defended by the legal counsel, concerning social security contribution on: (i) stock option plans, (ii) export sales, and (iii) the resale of materials for companies under common control and suppliers.
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 tax authorities in relation to raw materials. These discussions are still at the administrative level.
| (vii) | IR/CSLL – Assessment Notice |
In December 2011, the Company received notices of violations amounting to R$ 400,318, drawn up by the tax authorities in relation to the income tax and social calendar years 2006 to 2009, questioning: (i) the deductibility of expenses for the amortization of certain goodwill, (ii) the offsetting of tax losses and negative social contribution calculations, and (iii) tax on revaluation differences of the property included in fixed assets. The Company filed its defense in January 2012 and, together with its legal advisors, and has classified the risk as possible, with a loss amount of R$ 204,221. The remaining R$ 327,710 refers to various other claims in connection with income taxes and social contributions in several legal entities pertaining the subsidiaries and jointly controlled entities.
The main civil and labor claims for which unfavorable outcomes are deemed possible are as follow:
| | December 31, 2012 | | | March 31, 2012 | |
| | | | | | |
Civil | | | 1,202,108 | | | | 869,954 | |
Labor | | | 1,224,833 | | | | 1,200,573 | |
| | | 2,426,941 | | | | 2,070,527 | |
On December 31, 2012, the Company's capital was comprised of:
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Class A and / | | | | | | | | | | |
Shareholders | | or BDRs | | | % | | | Class B1 | | | % | |
| | | | | | | | | | | | |
Queluz Holding Limited | | | 7,741,111 | | | | 4.44 | | | | 66,321,766 | | | | 68.85 | |
Usina Costa Pinto S.A. Açúcar e Alcool | | | - | | | | - | | | | 30,010,278 | | | | 31.15 | |
Fundos Gávea | | | 39,445,393 | | | | 22.62 | | | | - | | | | - | |
Other | | | 127,168,837 | | | | 72.94 | | | | - | | | | - | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
Class B1 shares entitle holders to 10 votes per share and Class A shares are entitled to one vote per share.
On November 22, 2010, the Board of Directors approved the repurchase of shares issued by the Company in treasury, cancelled or sold. The deadline for completion of the transaction is 365 days and the maximum number of shares that can be repurchased in the period is 6,640,091 common shares, without par value. On November 3, 2011, this program was extended for actions 365 days.
During the period, 635,000 shares were delivered to beneficiaries under the stock option plan. The Company holds 2,272,039 treasury shares, for which the market price as at December 31, 2012 was R$ 41.75 (R$ 32.86 as at March 31, 2012).
Earnings per share is calculated by dividing the net income by weighted average number of common shares in circulation during the year.
Cosan Limited does not have stock or options that could result in dilution. The following table sets out the calculation of the basic and diluted earnings per share for the periods ended December 31, 2012 and 2011 (in thousands, except per share amounts):
| | (Amended) | |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
Numerator | | | | | | | | | | | | | | | | |
Net income for the period from continued operations | | | 194,970 | | | | 56,174 | | | | 341,445 | | | | 1,078,540 | |
Net Income for the period from discontinued operations | | | 137,449 | | | | 9,436 | | | | 142,286 | | | | 57,215 | |
Denominator | | | | | | | | | | | | | | | | |
Weighted average number of common shares | | | 270,687,385 | | | | 270,687,385 | | | | 270,687,385 | | | | 270,687,385 | |
| | | | | | | | | | | | | | | | |
Income (loss) basic and diluted earnings per common share | | | R$ 0.72 | | | | R$ 0.21 | | | | R$ 1.26 | | | | R$ 3.98 | |
| | | | | | | | | | | | | | | | |
Loss basic and diluted earnings per common share - discontinued operations | | | R$ 0.51 | | | | R$ 0.03 | | | | R$ 0.53 | | | | R$ 0.51 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Quarterly ended | | | Nine-month period ended | |
| | | | | | 12.31.2011 | | | | | | | 12.31.2011 | |
| | | 12.31.2012 | | | (Amended) | | | | 12.31.2012 | | | (Amended) | |
Taxable gross revenue from sales of products and services | | | 9,088,170 | | | | 6,496,021 | | | | 23,105,607 | | | | 19,041,762 | |
Indirect taxes and deductions | | | (691,074 | ) | | | (425,367 | ) | | | (1,550,640 | ) | | | (1,246,010 | ) |
Net revenue | | | 8,397,096 | | | | 6,070,654 | | | | 21,554,967 | | | | 17,795,752 | |
23 | Financial results, net |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | 12.31.2011 | | | | 12.31.2012 | | | | 12.31.2011 | |
Financial Expense | | | | | | | | | | | | | | | | |
Interests | | | (170,868 | ) | | | (118,418 | ) | | | (406,017 | ) | | | (502,021 | ) |
Monetary variation | | | (13,708 | ) | | | (3,711 | ) | | | (33,585 | ) | | | (15,076 | ) |
Bank fees | | | (30,932 | ) | | | (3,377 | ) | | | (58,116 | ) | | | (8,235 | ) |
| | | (215,507 | ) | | | (125,506 | ) | | | (497,717 | ) | | | (525,332 | ) |
Financial Income | | | | | | | | | | | | | | | | |
Interests | | | 17,430 | | | | 22,028 | | | | 185,456 | | | | 143,592 | |
Monetary variation | | | 3,008 | | | | 5,319 | | | | 17,637 | | | | 3,864 | |
Investments | | | 30,239 | | | | 26,788 | | | | 86,890 | | | | 98,817 | |
Others | | | 12,925 | | | | 79 | | | | 13,181 | | | | 758 | |
| | | 63,602 | | | | 54,214 | | | | 303,164 | | | | 247,031 | |
| | | | | | | | | | | | | | | | |
Foreign exchange variation, net (i) | | | (16,280 | ) | | | 7,291 | | | | (296,727 | ) | | | (179,487 | ) |
| | | (16,280 | ) | | | 7,291 | | | | (296,727 | ) | | | (179,487 | ) |
Derivatives, net (ii) | | | | | | | | | | | | | | | | |
Commodities derivatives | | | (870 | ) | | | 6,093 | | | | (2,770 | ) | | | 22,263 | |
Exchange rate and interest derivatives | | | 41,899 | | | | (13,043 | ) | | | 46,897 | | | | (19,990 | ) |
| | | 41,029 | | | | (6,950 | ) | | | 44,127 | | | | 2,273 | |
| | | (127,156 | ) | | | (70,951 | ) | | | (447,153 | ) | | | (455,515 | ) |
| (i) | Includes gains (losses) on foreign exchange rates relating to assets and liabilities denominated in foreign currency. |
| (ii) | Includes realized results and unrealized results on operations in the futures market, options, swaps and NDFs, in addition to the effects from non-designated instruments and from the ineffective portion of hedge accounting. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
24 | Other income (expenses), net |
| | Quarterly ended | | | Nine-month period ended | |
| | | 12.31.2012 | | | | | | | 12.31.2012 | | | | |
| | (Amended) | | | | 12.31.2011 | | | (Amended) | | | | 12.31.2011 | |
Revenue from port operations | | | 70 | | | | 1,903 | | | | 2,366 | | | | 10,685 | |
Provision for contingencies | | | 1,245 | | | | (14,252 | ) | | | (33,278 | ) | | | (69,428 | ) |
Income on disposal of non-current assets | | | 20,220 | | | | 27,630 | | | | 61,851 | | | | 45,834 | |
Revenue from the sale of scrap and waste | | | 943 | | | | 772 | | | | 2,770 | | | | 3,551 | |
Rental and leasing income | | | 26,458 | | | | 16,812 | | | | 62,107 | | | | 40,902 | |
Changes in the fair value of investment property | | | 85,915 | | | | - | | | | 85,915 | | | | - | |
Royalty revenue | | | 5,702 | | | | 6,115 | | | | 15,616 | | | | 13,442 | |
Revenue from services | | | 1,261 | | | | - | | | | 1,261 | | | | - | |
Other income (expenses), net | | | (1,897 | ) | | | (9,437 | ) | | | 4,945 | | | | 9,797 | |
| | | 139,917 | | | | 29,543 | | | | 203,553 | | | | 54,783 | |
Financial risk management
Overview
The Company is exposed to the following risk related to the use of financial instruments:
· Price risk.
· Foreign exchange rates.
· Interest rates.
· Credit risk.
· Liquid risk.
This note presents information about the exposure of the Company, its subsidiaries and jointly-controlled entities to the above risks, as well as the objectives of the Company's risk management policies, the polices and processes for the measurement and management of risk, and for capital management.
Risk management structure
The risks inherent to each type of business market are managed and monitored by the Company and, where applicable, risk committees are convened to discuss and determine the hedginge strategy of the company in accordance with its policies and guidelines. There is, in Raízen Energia, a Risk Committee that meets weekly to analyze the behavior of commodity markets (mainly sugar) and exchange rates, and to decide on the coverage position and sugar pricing strategy for export, seeking to reduce the adverse effects of changes in prices and exchange rates, as well as monitoring liquidity risk and counterparty risk (credit risk).
The Company, its subsidiaries and jointly controlled entities are exposed to market risks, of which the most significant are: (i) the volatility of the prices of sugar and ethanol, (ii) the
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
volatility of the exchange rate, and (iii) volatility in interest rates. The usage of financial instruments in order to protect against these areas of volatility is determined through an analysis of the risk exposure that management intends to cover.
COMGÁS executed future exchange contracts and currency swap commitments at values equal to the cash flow exposure under trading. For all values above US$ 500,000, the minimum hedge to be contracted must be 75% of the notional value, according to internal policy.
As at December 31, 2012 and March 31, 2012, the fair values relating to transactions involving derivative financial instruments for hedging or other purposes were measured at market value (fair value) using observables such as quoted prices in active markets, or discounted cash flow based on market curves, and are presented below:
| | Notional | | | Fair value | | | | |
| | December | | | March | | | December | | | March | | | Equity and | |
| | | 31, 2012 | | | | 31, 2012 | | | | 31, 2012 | | | | 31, 2012 | | | P&l (*) | |
Raízen Energia S.A. Derivatives | | | | | | | | | | | | | | | | | | | |
Price risk | | | | | | | | | | | | | | | | | | | |
Commodities derivatives | | | | | | | | | | | | | | | | | | | |
Future agreements | | | 990,432 | | | | 1,194,225 | | | | 108,096 | | | | 24,378 | | | | 108,096 | |
Option agreements | | | - | | | | 8,954 | | | | - | | | | 782 | | | | - | |
| | | | | | | | | | | 108,096 | | | | 25,160 | | | | 108,096 | |
Exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Exchange rate derivatives | | | | | | | | | | | | | | | | | | | | |
Future agreements | | | 325,715 | | | | 490,949 | | | | (374 | ) | | | 1,682 | | | | (374 | ) |
Term agreements | | | 419,170 | | | | 258,690 | | | | 10,467 | | | | 1,773 | | | | 10,467 | |
Lock exchange | | | 106,895 | | | | 256,381 | | | | 2,715 | | | | 3,402 | | | | 2,715 | |
| | | | | | | | | | | 12,808 | | | | 6,857 | | | | 12,808 | |
Interest rate risk | | | | | | | | | | | | | | | | | | | | |
Interest derivatives | | | | | | | | | | | | | | | | | | | | |
Interest hedges | | | 1,196,179 | | | | 318,868 | | | | (5,636 | ) | | | (1,495 | ) | | | (5,636 | ) |
| | | | | | | | | | | (5,636 | ) | | | (1,495 | ) | | | (5,636 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total Raizen Energia | | | | | | | | | | | 115,268 | | | | 30,522 | | | | 115,268 | |
Cosan consolidated (50% Raízen Energia) | | | | | | | | | | | 57,634 | | | | 15,261 | | | | 57,634 | |
| | | | | | | | | | | | | | | | | | | | |
Comgás Derivatives | | | | | | | | | | | | | | | | | | | | |
Exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Exchange rate derivatives | | | | | | | | | | | | | | | | | | | | |
Swap agreements | | | 997,073 | | | | - | | | | 160,443 | | | | - | | | | 160,443 | |
Term agreements | | | 267,415 | | | | 325,029 | | | | 8,312 | | | | (5,282 | ) | | | 8,312 | |
| | | | | | | | | | | 168.755 | | | | (5,282 | ) | | | 168,755 | |
Total Cosan (including 50% Raízen, if applicable) | | | | | | | | | | | 226,389 | | | | 9,979 | | | | 226,389 | |
Assets | | | | | | | | | | | 240,858 | | | | 19,590 | | | | - | |
Liabilities | | | | | | | | | | | (14,469 | ) | | | (9,611 | ) | | | - | |
| (*) | Values from the income statement calculated for the year ended December 31, 2012 only to outstanding derivative that date. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Price risk
This arises from the potential for fluctuations in the market prices of products sold by the Raízen Energia, mainly raw material sugar - VHP (sugar NY#11) and white sugar (London#5 and White Sugar). These fluctuations in prices can cause substantial changes in revenue. To mitigate these risks, Raízen Energia constantly monitors the markets, seeking to anticipate changes in prices. The consolidated derivative financial instrument positions taken to hedge the price risks of commodities are shown in the table below:
Price Risk - commodities derivatives opened in December 31, 2012 |
| | Purchased / | | | | | | Maturity | | Notional | | Notional | | Fair value |
Derivatives | | sold | | Market | | Agreement | | date | | (unit) | | (R$ thousand) | | (R$ thousand) |
Financial instruments contracted by Raízen Energia: | | | | | | | | | | |
Composition of balances of derivative financial instruments designated in hedge accounting | | | | | | | |
Future | | Sold | | NYBOT | | Sugar#11 | | Mar-13 | | 488,922T | | 475,798 | | 46,058 |
Future | | Sold | | NYBOT | | Sugar#11 | | Jul-13 | | 327,675T | | 316,455 | | 25,049 |
Future | | Sold | | NYBOT | | Sugar#11 | | Oct-13 | | 398,088T | | 386,219 | | 26,455 |
Future | | Sold | | NYBOT | | Sugar#11 | | Mar-14 | | 24,995T | | 24,753 | | 1,579 |
Future | | Sold | | ICE | | Sugar#5 | | Mar-13 | | 4,750T | | 4,959 | | (124) |
Sub-total sugar futures sold | | | | | | | | 1,244,430 T | | 1,208,184 | | 99,017 |
| | | | | | | | | | | | | | |
Composition of balances of derivative financial instruments non-designated in hedge accounting | | | | | | | | |
Future | | Purchased | | NYBOT | | Sugar#11 | | Mar-13 | | (303,494T) | | (266,106) | | 651 |
Future | | Purchased | | NYBOT | | Sugar#11 | | May-13 | | (3,709T) | | (3,366) | | (91) |
Future | | Purchased | | NYBOT | | Sugar#11 | | Jul-13 | | (1,676T) | | (1,535) | | (44) |
Future | | Purchased | | NYBOT | | Sugar#11 | | Oct-13 | | (762T) | | (707) | | (18) |
Future | | Purchased | | ICE | | Sugar#5 | | Mar-13 | | (4,700T) | | (4,911) | | 119 |
Sub-total sugar futures purchased | | | | | | | (314,341 T) | | (276,623) | | 617 |
Sub-total of sugar | | | | | | | | 930,090 T | | 931,561 | | 99,634 |
| | | | | | | | | | | | | | |
Future | | Sold | | BMFBovespa | | Hydrated ethanol | | Jan-13 | | 9,270m³ | | 11,036 | | (130) |
Future | | Sold | | BMFBovespa | | Hydrated ethanol | | Feb-13 | | 27,630m³ | | 32,763 | | (166) |
Future | | Sold | | BMFBovespa | | Hydrated ethanol | | Mar-13 | | 21,720m³ | | 25,854 | | (130) |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Oct-13 | | - | | - | | 1,406 |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Dec-12 | | - | | - | | 296 |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Feb-13 | | - | | - | | 860 |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Jan-13 | | - | | - | | 913 |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Jul-13 | | - | | - | | 711 |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Mar-13 | | - | | - | | 1,200 |
Future | | Sold | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Jan-13 | | - | | - | | (96) |
Future | | Sold | | BMF Ethanol Euro Swap | | Ethanol | | Feb-13 | | - | | - | | (27) |
Future | | Sold | | BMF Ethanol Euro Swap | | Ethanol | | Jan-13 | | - | | - | | (4) |
Sub-total ethanol futures sold | | | | | | | 58,620 m³ | | 69,654 | | 4,833 |
| | | | | | | | | | | | | | |
Future | | Purchased | | BMFBovespa | | Hydrated ethanol | | Jan-13 | | (4,950m³) | | (5,764) | | 69 |
Future | | Purchased | | BMFBovespa | | Hydrated ethanol | | Feb-13 | | (4,260m³) | | (5,018) | | 26 |
Future | | Purchased | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Nov-12 | | - | | - | | 94 |
Future | | Purchased | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Dec-12 | | - | | - | | (981) |
Future | | Purchased | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Jan-13 | | - | | - | | (119) |
Future | | Purchased | | Platts Chicago Ethanol Asian Swap | | Ethanol | | Nov-12 | | - | | - | | (16) |
Future | | Purchased | | BMF Ethanol Euro Swap | | Ethanol | | Feb-13 | | - | | - | | (8) |
Future | | Purchased | | BMF Ethanol Euro Swap | | Ethanol | | Jan-13 | | - | | - | | (2) |
Sub-total ethanol futures purchased | | | | | | | (9,210 m³) | | (10,782) | | (937) |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Price Risk - commodities derivatives opened as at December 31, 2012 |
| | Purchased / | | | | | | Maturity | | Notional | | Notional | | Fair value |
Derivatives | | sold | | Market | | Agreement | | date | | (unit) | | (R$ thousand) | | (R$ thousand) |
Physical Fixed | | Sold | | | | Ethanol | | Feb-13 | | - | | - | | 1,735 |
Physical Fixed | | Sold | | | | Ethanol | | Apr-13 | | - | | - | | 1,161 |
Physical Fixed | | Sold | | | | Ethanol | | Mar-13 | | - | | - | | 7,099 |
Physical Fixed | | Sold | | | | Ethanol | | Dec-12 | | - | | - | | 27 |
Physical Fixed | | Sold | | | | Ethanol | | Jan-13 | | - | | - | | 2,281 |
Physical Fixed | | Sold | | | | Ethanol | | May-13 | | - | | - | | 989 |
Physical Fixed | | Sold | | | | Ethanol | | Jun-13 | | - | | - | | 159 |
Physical Fixed | | Sold | | | | Ethanol | | Feb-13 | | - | | - | | (437) |
Physical Fixed | | Sold | | | | Ethanol | | Aug-13 | | - | | - | | (1,197) |
Physical Fixed | | Sold | | | | Ethanol | | Dec-12 | | - | | - | | (6) |
Physical Fixed | | Sold | | | | Ethanol | | Jan-13 | | - | | - | | (2,697) |
Physical Fixed | | Purchased | | | | Ethanol | | Feb-13 | | - | | - | | 4 |
Physical Fixed | | Purchased | | | | Ethanol | | Mar-13 | | - | | - | | 27 |
Physical Fixed | | Purchased | | | | Ethanol | | Dec-12 | | - | | - | | 413 |
Physical Fixed | | Purchased | | | | Ethanol | | Jan-13 | | - | | - | | 766 |
Physical Fixed | | Purchased | | | | Ethanol | | Feb-13 | | - | | - | | (4,516) |
Physical Fixed | | Purchased | | | | Ethanol | | Apr-13 | | - | | - | | (206) |
Physical Fixed | | Purchased | | | | Ethanol | | Dec-12 | | - | | - | | (148) |
Physical Fixed | | Purchased | | | | Ethanol | | Jan-13 | | - | | - | | (591) |
Physical Fixed | | Purchased | | | | Ethanol | | Jun-13 | | - | | - | | (297) |
Sub-total ethanol physical fixed | | | | | | | | - | | - | | 4,566 |
Sub-total of ethanol | | | | | | | | | 49,410 m³ | | 58.871 | | 8,462 |
Total goods | | | | | | | | | | - | | 990,432 | | 108,096 |
The fair values of these derivatives were measured using observable factors, such as quoted prices in active markets and, in some cases, by means of models whose assumptions are observable in the market.
Foreign Exchange risk
Foreign exchange risk arises from the possibility of fluctuations in the exchange rates of the foreign currencies used by the Company, its subsidiaries and jointly-controlled entities for receiving export revenue from products, imports, debt cash flow and other assets and liabilities denominated in a foreign currency. The subsidiaries and jointly-controlled entities use derivative transactions to manage the foreign exchange risk on cash flow coming from the export revenue denominated in US Dollars, net of any other cash flow denominated in foreign currency. In COMGÁS, the treasury policy determines the hedging of the principal and interest until the final maturity of the loan transaction, for at least 75% of the total gross value (notional value), being the instrument of protection (hedge) only swaps and forwards. The table below shows the consolidated positions as at December 31, 2012 of derivatives used to hedge exchange rates:
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Foreign exchange risk: foreign exchange derivatives outstanding at December 31, 2012 |
| | Purchased / | | | | | | Notional | | Notional | | Fair value |
Derivatives | | sold | | Market | | Agreement | | (USD) | | (R$ thousand) | | (R$ thousand) |
Financial instruments contracted by Raízen Energia: | | | | | | | |
Composition of balances of derivative financial instruments designated in hedge accounting | | | | |
Term | | Sold | | OTC/Cetip | | NDF | | 200,000 | | 419,170 | | 10,467 |
Sub-total Term sold | | | | | | | 200,000 | | 419,170 | | 10,467 |
| | | | | | | | | | | | |
Composition of balances of derivative financial instruments non-designated in hedge accounting | | |
Future | | Sold | | BMFBovespa | | Commercial USD | | 870,000 | | 1,805,269 | | 4,432 |
Future | | Sold | | BMFBovespa | | Commercial USD | | 154,000 | | 440,802 | | 1,530 |
Sub-total Future sold | | | | | | | 1,024,000 | | 2,246,071 | | 5,962 |
| | | | | | | | | | | | |
Future | | Purchased | | BMFBovespa | | Commercial USD | | (716,000) | | (1,494,591) | | (4,855) |
Future | | Purchased | | BMFBovespa | | Commercial USD | | (154,000) | | (320,019) | | (1,054) |
Future | | Purchased | | BMFBovespa | | Commercial USD | | (154,000) | | (25,867) | | (99) |
Future | | Purchased | | BMFBovespa | | Commercial USD | | (13,000) | | (26,228) | | (100) |
Future | | Purchased | | BMFBovespa | | Commercial USD | | (13,000) | | (26,611) | | (116) |
Future | | Purchased | | BMFBovespa | | Commercial USD | | (13,000) | | (27,040) | | (113) |
Sub-total Future purchased | | | | | | (1,063,000) | | (1,920,356) | | (6,337) |
| | | | | | | | | | | | |
Exchange lock | | Sold | | OTC | | Exchange lock | | 50,000 | | 106,895 | | 3,927 |
Exchange lock | | Sold | | OTC | | Exchange lock | | 1,727 | | 3,530 | | (139) |
Exchange lock | | Sold | | OTC | | Exchange lock | | 7,809 | | 15,958 | | (354) |
Exchange lock | | Sold | | OTC | | Exchange lock | | 368 | | 752 | | (31) |
Exchange lock | | Sold | | OTC | | Exchange lock | | 8,302 | | 16,964 | | (423) |
Exchange lock | | Sold | | OTC | | Exchange lock | | 3,364 | | 6,874 | | (264) |
Sub-total exchange lock | | | | | | 71,570 | | 150,973 | | 2,716 |
| | | | | | | | | | | | |
Total of exchange lock | | | | | | | 232,570 | | 895,859 | | 12,808 |
| | | | | | | | | | | | |
Financial instruments contracted by Comgás: | | | | | | | | |
Composition of balances of derivative financial instruments designated in hedge accounting | | | | |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (84,000) | | (172,433) | | (31,443) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (40,000) | | (81,581) | | (14,427) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (71,000) | | (145,906) | | (28,827) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (72,000) | | (148,021) | | (29,528) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (19,000) | | (37,878) | | (6,423) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (31,000) | | (63,859) | | (14,158) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (45,000) | | (91,958) | | (19,667) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (50,000) | | (102,175) | | (15,174) |
Swap/cash flow | | Purchased | | OTC/Cetip | | Cross curr Swap | | (75,000) | | (153,263) | | (796) |
Sub-total Swap purchased | | | | | | (487,000) | | (997,074) | | (160,443) |
Total of Swap | | | | | | | | (487,000) | | (997,074) | | (160,443) |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Foreign exchange risk: foreign exchange derivatives outstanding at December 31, 2012 | | | |
| | Purchased / | | | | | | Maturity | | Notional | | Notional | | Fair value |
Derivatives | | sold | | Market | | Agreement | | date | | (USD) | | (R$ thousand) | | (R$ thousand) |
| | | | | | | | | | | | | | |
Financial instruments contracted by Company - except JV | | | | | | | | |
Composition of balances of derivative financial instruments non-designated in hedge accounting | | | | |
Term | | Purchased | | OTC | | NDF | | Feb-13 | | 6,188 | | 12,504 | | 230 |
Term | | Purchased | | OTC | | NDF | | Feb-13 | | 4,197 | | 7,546 | | 1,085 |
Term | | Purchased | | OTC | | NDF | | May-13 | | 6,188 | | 12,739 | | 140 |
Term | | Purchased | | OTC | | NDF | | May-13 | | 4,197 | | 7,696 | | 1,022 |
Term | | Purchased | | OTC | | NDF | | Aug-13 | | 6,188 | | 12,997 | | 54 |
Term | | Purchased | | OTC | | NDF | | Aug-13 | | 4,197 | | 7,859 | | 962 |
Term | | Purchased | | OTC | | NDF | | Nov-13 | | 6,188 | | 13,256 | | (15) |
Term | | Purchased | | OTC | | NDF | | Nov-13 | | 4,197 | | 8,032 | | 904 |
Term | | Purchased | | OTC | | NDF | | Feb-14 | | 6,188 | | 13,521 | | (91) |
Term | | Purchased | | OTC | | NDF | | Feb-14 | | 4,197 | | 8,190 | | 859 |
Term | | Purchased | | OTC | | NDF | | May-14 | | 6,188 | | 13,743 | | (127) |
Term | | Purchased | | OTC | | NDF | | May-14 | | 4,197 | | 8,340 | | 823 |
Term | | Purchased | | OTC | | NDF | | Aug-14 | | 6,188 | | 14,002 | | (182) |
Term | | Purchased | | OTC | | NDF | | Aug-14 | | 4,197 | | 8,507 | | 779 |
Term | | Purchased | | OTC | | NDF | | Nov-14 | | 6,188 | | 14,261 | | (239) |
Term | | Purchased | | OTC | | NDF | | Nov-14 | | 4,197 | | 8,666 | | 741 |
Term | | Purchased | | OTC | | NDF | | Feb-15 | | 6,188 | | 14,497 | | (274) |
Term | | Purchased | | OTC | | NDF | | Feb-15 | | 4,197 | | 8,813 | | 716 |
Term | | Purchased | | OTC | | NDF | | May-15 | | 6,188 | | 14,726 | | (309) |
Term | | Purchased | | OTC | | NDF | | May-15 | | 4,197 | | 8,942 | | 702 |
Term | | Purchased | | OTC | | NDF | | Aug-15 | | 6,188 | | 15,003 | | (378) |
Term | | Purchased | | OTC | | NDF | | Aug-15 | | 4,197 | | 9,089 | | 677 |
Term | | Purchased | | OTC | | NDF | | Nov-15 | | 6,188 | | 15,254 | | (423) |
Term | | Purchased | | OTC | | NDF | | Nov-15 | | 4,197 | | 9,232 | | 656 |
Total Term purchased | | | | | | | | 124,620 | | 267,415 | | 8,312 |
As at December 31 and March 31, 2012, the Company, its subsidiaries and its jointly-controlled entities had the following net exposure to the exchange rate variations on assets and liabilities denominated in US Dollars:
| December 31, 2012 | | March 31, 2012 | |
| R$ | | US$ | | R$ | | US$ |
| | | | | | | |
Cash and cash equivalents | 139,545 | | 68,287 | | 24,426 | | 13,406 |
Restricted cash | 38,485 | | 18,833 | | 45,976 | | 25,232 |
Accounts receivable | 179,935 | | 88,052 | | 164,681 | | 90,380 |
Related parties (Shell) | - | | - | | 436,362 | | 239,483 |
Loans and long term debt | 3,087,966 | | 1,409,922 | | (2,730,076) | | (1,498,314) |
Foreign exchange exposure, net | 3,445,931 | | 1,686,289 | | (2,058,631) | | (1,129,813) |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Hedge accounting effect
The jointly-controlled entity 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 reason for taking the hedge and the relevant risk management strategy, (iii) identification of the financial instrument, (iv) the transaction or item covered, (v) the nature of the risk being hedged against, (vi) a description of the hedging relationship (vii) a demonstration of the correlation between the hedge and the object of coverage, and (viii) the prospective analysis of the hedge’s effectiveness. The derivative financial instruments of Sugar # 11 (“NYBOT” or “OTC”) were designated to cover the price risk and the Non-Deliverable Forwards (“NDFs”) to cover exchange rate risk, as demonstrated in items of this Note.
The Company records gains and losses deemed effective for the purposes of hedge accounting in a specific account in other comprehensive income, until the object of coverage (the hedged item) affects the profit and loss. As at December 31, 2012, the amounts recorded in other comprehensive income related to hedge accounting were as follow:
| | | | | | Expected period to affect P&L |
Derivative | | Market | | Risk | | 2012/2013 | | 2013/2014 | | Total |
| | | | | | | | | | |
Future | | OTC / NYBOT | | #11 | | 19,546 | | 65,558 | | 85,104 |
NDF | | OTC / CETIP | | USD | | 2,700 | | - | | 2,700 |
| | | | | | 22,246 | | 65,558 | | 87,804 |
(-) Deferred income tax | | | | (7,563) | | (22,291) | | (29,854) |
Effect on Raízen's equity | | | | 14,683 | | 43,267 | | 57,950 |
The effect of changes for the period to hedge accounting on the other comprehensive income of Cosan S.A. is shown below:
Cash flow hedge | | 2012 | |
| | | |
March 31, 2012 | | | 14,114 | |
Gains/(losses) of cash flow hedges for the period: | | | | |
Commodities futures and swap contracts | | | 144,497 | |
Forward agreements (NDFs) exchange | | | 2,700 | |
Reclassification adjustments for losses/gains included in income (sales revenue/financial result) | | | (80,779 | ) |
Total effect on equity adjustments resulting from hedge cash flow (before deferred income tax) | | | 66,418 | |
Effect of deferred income tax in equity adjustment | | | (22,582 | ) |
Net effect of the tax period | | | 43,836 | |
December 31, 2012 | | | 57,950 | |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Interest rate risk
The Company, its subsidiaries and jointly-controlled entities monitor the fluctuations in the variable interest rates in connection with certain debts, especially those related to of LIBOR, and make use of derivative instruments in order to minimize these risks. In July 2012, the Company held an intercompany swap operation, between Raízen Combustíveis and Raízen Energia, where Raízen Energia received a fixed rate in Dollars and paied 100% of CDI.
Price Risk: derivatives of interests open as at December 31, 2012 |
| | Assets / | | | | Maturity | | Nocional | | Nocional | | Fair value |
Derivatives | | liability | | Market | | date | | (USD) | | (R$ thousand) | | (R$ thousand) |
Interest rate Swap | | Libor 3M / fixed | | OTC | | Jan-16 | | 175,000 | | 357,613 | | (5,636) |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | Feb-13 | | 16,994 | | 34,728 | | 318 |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | Aug-13 | | 16,717 | | 34,162 | | 118 |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | Feb-14 | | 16,994 | | 34,728 | | (146) |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | Apr-14 | | 92,949 | | 189,942 | | (1,147) |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | May-14 | | 89,578 | | 183,053 | | (1,323) |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | Jun-14 | | 88,932 | | 181,732 | | (1,536) |
Interest rate Swap | | USD fixed / CDI | | BMFBovespa | | Jul-14 | | 88,193 | | 180,222 | | (1,745) |
Sub-total interest rate Swap | | | | | | | | 585,357 | | 1,196,180 | | (11,097) |
| | | | | | | | | | | | |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | Feb-13 | | (16,994) | | (34,728) | | (318) |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | Aug-13 | | (16,717) | | (34,162) | | (118) |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | Feb-14 | | (16,994) | | (34,728) | | 146 |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | Apr-14 | | (92,949) | | (189,942) | | 1,147 |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | May-14 | | (89,578) | | (183,053) | | 1,323 |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | Jun-14 | | (88,932) | | (181,732) | | 1,536 |
Interest rate Swap Intercompany | | USD fixed / CDI | | BMFBovespa | | Jul-14 | | (88,193) | | (180,222) | | 1,745 |
Sub-total Interest rate Swap Intercompany | | | | | | (410,357) | | (838,567) | | 5,461 |
Total interest rate | | | | | | | | 175,000 | | 357,613 | | (5,636) |
Credit risk
A significant portion of the sales made by the subsidiaries and jointly-controlled entities are to a select group of best-in-class counterparties (i.e. trading companies, fuel distribution companies and large supermarket chains). In the subsidiary COMGÁS, it is corroborated that there is no concentration of credit for major consumers, with no one customer accounting for more than 10% of sales volume. Therefore, this risk is attenuated by selling to a large and diversified customer base.
Credit risk is managed through specific rules regarding client acceptance, including credit ratings and limits for customer exposure, including the requirement for a letter of credit from a major
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
bank and obtaining actual warranties on given credit, when applicable, Management believes that the credit risk is adequately covered by the allowance for doubtful accounts.
The Company buys and sells commodity derivatives on the futures and options markets on the New York Board of Trade (“NYBOT”) and the London International Financial Futures and Options Exchange (“LIFFE”), as well on the over-the-counter (“OTC”) market with selected counterparties. The Company and its jointly-controlled entities buy and sell foreign exchange derivatives on BM&FBOVESPA, and OTC contracts registered with CETIP (an OTC clearing house) with the banks Espírito Santo Investimento do Brasil S.A., Deutsche Bank S.A. - Banco JP Morgan S.A. and Banco Santander S.A. The derivatives for interest rate swaps, which protect against fluctuations in Libor, was contracted with Goldman Sachs do Brasil Banco Multiplo S.A. and the intercompany derivatives between Raízen Energia and Raízen Combustível were registered at BM&FBOVESPA with a broker as intermediary.
The Company's derivatives operations on commodity exchanges (NYBOT, LIFFE and BM&FBOVESPA) require an initial guarantee margin, and the brokers with which the Company operates on these commodity exchanges offer credit limits for these margins, As at December 31, 2012, the total credit limit used as the initial margin required by the NYBOT was R$ 35,948 (R$ 62,247 as at March 31, 2012). As a requirement to trade on BMF&BOVESPA, the Company posted on December 31, 2012, the amount of R$ 85,480 (R$ 76,436 as at March 31, 2012) as a guarantee in the form of a settlement bond issued by a first-class banking institution.
Liquid risk
Liquidity risk is the risk that the Company, its subsidiaries and jointly-controlled entities will encounter difficulties meeting the obligations associated with its derivative financial liabilities that are settled with cash payments or other financial assets. The approach of the Company, its subsidiaries and jointly-controlled entities to liquidity management is to ensure, as much as possible, that it always has sufficient liquidity to meet its obligations due, under normal and stress situations, without causing unacceptable losses or risking damage to the reputation of the Company, its subsidiaries and jointly-controlled entities.
Fair value
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 the short-term maturities 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,
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
obligations under finance leases, as well as other non-current financial liabilities, are estimated using discounted future cash flow at the rates currently available for debt or similar deadlines and remaining.
The fair market values of Senior Notes due in 2014 and 2017, described in Note 17, at their market value are 113.9% and 111.51% respectively of the face value of the Notes as at December 31, 2012.
The fair market value of the Perpetual bonds described in Note 17 at their market value is 110.45% of its face value as at December 31, 2012.
of the fair market values of other loans and financing 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, if any is obtained through quoted market prices in active markets.
The Company, its subsidiaries and jointly-controlled entities enter into derivative financial instruments with various counterparties, primarily financial institutions with investment grade credit ratings. The derivatives valued using valuation techniques and 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 calculation. The models incorporate various data, including the credit quality of counterparties, the rates of currency spot and forward contracts, interest rate curves and forward rate curves of the underlying commodities.
Fair value hierarchy
The Company, its subsidiaries and jointly-controlled entities use the following hierarchy to determine and disclose the fair values of financial instruments determined using technical evaluations:
| · | Level 1 - quoted prices in a active market for identical assets and liabilities; |
| · | Level 2 - other techniques for which all of the data having a significant effect on the fair value recorded are observable, directly or indirectly; |
| · | Level 3 - techniques that use data having a significant effect on the fair value recorded that are not based on observable market data. |
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Assets and liabilities measured at fair value | | Level 1 | | | Level 2 | | | Total | |
| | | | | | | | | |
December 31, 2012 | | | | | | | | | |
Warrants Radar | | | - | | | | 199,470 | | | | 199,470 | |
Derivative financial assets | | | 62,176 | | | | 178,682 | | | | 240,858 | |
Derivative financial liabilities | | | (8,315 | ) | | | (6,154 | ) | | | (14,469 | ) |
| | | | | | | | | | | | |
Total | | | 53,861 | | | | 371,998 | | | | 425,859 | |
| | | | | | | | | | | | |
March 31, 2012 | | | | | | | | | | | | |
Warrants Radar | | | - | | | | 140,821 | | | | 140,821 | |
Derivative financial assets | | | 17,002 | | | | 2,588 | | | | 19,590 | |
Derivative financial liabilities | | | (8,863 | ) | | | (748 | ) | | | (9,611 | ) |
| | | | | | | | | | | | |
Total | | | 8,139 | | | | 142,661 | | | | 150,800 | |
Sensitivity analysis
The 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, its subsidiaries and jointly-controlled entities:
Assumptions for sensitivity analysis
For the analysis, the Company adopted three scenarios, one probable and two that may have effects the from impairment of the fair value of the financial instruments. The probable scenario was defined based on the sugar futures and US Dollar market curves as at December 31, 2012, which determines the fair values of the derivatives at that date. Stressed scenarios were defined based on adverse impacts of 25% and 50% on the sugar and Dollar price curvesyou are over-explaining here.
Sensitivity analysis
The following is the sensitivity analysis of the change in the fair value of the Company's financial derivatives, its subsidiaries and jointly controlled entities in the probable scenarios on consolidated version:
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | Impacts on P&L (*) | |
| | | | Probable | | Variation | | Variation |
| | Risk factor | | scenario | | scenario (25%) | | scenario (50%) |
Price Risk | | | | | | | | |
Goods derivatives | | | | | | | | |
Future contracts | | | | | | | | |
Selling agreements | | Increase in the sugar price | | 49,508 | | (138,610) | | (277,223) |
Purchasing agreements | | Decrease in the sugar price | | 309 | | (34,596) | | (69,190) |
Selling agreements | | Increase in the Hydrated Ethanol Price | | (213) | | (8,627) | | (17,319) |
Purchasing agreements | | Decrease in the Hydrated Ethanol Price | | 47 | | (1,361) | | (2,723) |
Selling agreements | | Increase in the Hydrated Ethanol Price | | 4,398 | | 21,956 | | 16,628 |
| | | | | | | | |
Exchange rate derivatives | | | | | | | | |
Future contracts | | | | | | | | |
Selling agreements | | Increase in exchange rate R$/US$ | | 2,981 | | (278,198) | | (555,416) |
Purchasing agreements | | Decrease in exchange rate R$/US$ | | (3,168) | | (235,024) | | (471,331) |
Term contracts | | | | | | | | |
Selling agreements | | Increase in exchange rate R$/US$ | | 13,546 | | (61,837) | | (115,063) |
Lock exchange | | | | | | | | |
Selling agreements | | Increase in exchange rate R$/US$ | | 1,963 | | (12,725) | | (25,449) |
Selling agreements | | Increase in exchange rate R$/US$ | | (606) | | (5,523) | | (11,156) |
Lock exchange | | | | | | | | |
Swap contracts | | Increase in exchange rate R$/US$ | | | | (255,564) | | (511,127) |
Indebtedness | | Increase in exchange rate R$/US$ | | | | 255,564 | | 511,127 |
Net effect | | | | | | - | | - |
| | | | | | | | |
Interest rate risk | | | | | | | | |
Income derivatives | | | | | | | | |
Swap contracts | | Decrease in LIBOR Curve | | (2,818) | | (523) | | (1,047) |
Indebtedness CDI (COMGÁS) | | Increase interest rate | | (12,171) | | (14,595) | | (17,035) |
Indebtedness TJLP (COMGÁS) | | Increase interest rate | | (91,220) | | (104,198) | | (116,938) |
Derivative (COMGÁS) | | Increase interest rate | | (59,257) | | (72,050) | | (86,185) |
Regulatory current account (COMGÁS) (*) | | | | 20,361 | | 16,706 | | 13,050 |
| (*) | The exposure to foreign currency fluctuations are absorbed by the asset (liabilities), which are passed on to customers periodically in rate reviews. |
Capital management
The Company's policy is to maintain a solid capital base to maintain the confidence of investors, creditors and the market, and ensure the future development of the business. Management monitors the return on capital, which the Company defines as the result of operating activities divided by total net equity, as well as monitoring the level of dividends to shareholders.
In COMGÁS, capital management is monitored using financial leverage ratios, involving cash generation (EBITDA), short-term debt and total debt.
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
26 | Pensions and other post-employment benefit plans |
| | December | | | March | |
| | | 31, 2012 | | | | 31, 2012 | |
| | | | | | | | |
Futura | | | 29,812 | | | | 34,725 | |
Futura II and medical plan | | | 2,815 | | | | 2,587 | |
Raíz Prev | | | 597 | | | | - | |
COMGÁS | | | 291,040 | | | | - | |
Total | | | 324,264 | | | | 37,312 | |
Defined benefit
The Company's subsidiary Cosan Lubrificantes e Especialidades S.A. has a non-contributory defined benefit pension plan (Futura, formerly Previd Exxon) covering certain employees upon retirement. This plan was altered to allow its settlement and was approved by the relevant authority on May 5, 2011. The settlement is the process whereby the plan is closed to any new entrants, with the cessation of contributions, guaranteeing the participants a benefit that is in proportion to the rights they had accumulated under the plan up until March 31, 2011.
Defined contribution
Since June 1, 2011, the Company and its subsidiaries have sponsored a variable contribution plan for all employees (Futura II). The Company does not have a legal or constructive obligation to pay further contributions if the fund does not have sufficient assets to pay all of the benefits owed. During the period ended December 31, 2012 the amount of contributions totaled R$ 3,444.
Since June 1, 2011, the jointly-controlled entities have sponsored a defined contribution plan, for all employees (Raiz Prev). The jointly-controlled entities do not have a legal or constructive obligation to pay further contributions if the fund does not have sufficient assets to pay all of the benefits owed. During the period ended December 31, 2012 the amount of contributions totaled R$ 4,207.
The subsidiary COMGÁS offers a supplementary retirement plan, granted by a defined contribution program, through a Free Benefits Generator Plan (“PGBL”). During the period ended December 31, 2012, the amount of sponsors' contributions to the plan totaled R$ 4,437.
Healthcare benefits were granted to former employees of the subsidiary Comgás retirees and their dependents until May 31, 2000. After this date only employees with
Cosan Limited
Notes to the quarterly information
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
20 years of contributions to the INSS and 15 years of uninterrupted work with COMGÁS up to May 31, 2000 are entitled to this benefit, provided that on the date of grant of retirement they are still working at COMGÁS.
At the shareholders’ meeting held on July 29, 2011, the guidelines for the stock option compensation plans for Cosan S.A.'s officers and employees were approved, authorizing the issue of up to 5% of shares of Cosan S.A.'s total capital. This stock option plan was designed to attract and retain officers and key employees, offering them the opportunity to become Cosan S.A. shareholders.
On August 18, 2011, Cosan S.A.'s board of directors approved the total stock option grant corresponding up to 12,000,000 common shares to be issued or treasury shares held by Cosan S.A., corresponding to 2.41% of the share capital at that time.
During the period ended December 31, 2012, R$ 9,971 had been recognized as expenses related to the stock option plan. The remaining contractual term of the weighted average for stock options remaining as at December 31, 2012 was 2 years.
The changes in the plan during the period were as follow:
| | | | | Weighted | |
| | | | | average | |
| | | | | exercise | |
| | Share | | | price | |
September 30, 2012 | | | 9,825,000 | | | | 22.80 | |
Stock options exercised | | | (635,000 | ) | | | (23.11 | ) |
December 31, 2012 | | | 9,190,000 | | | | 23.29 | |
Independent auditor’s report on review of quarterly information (Prior period)
The Shareholders, Board of Directors and Officers
Cosan Limited
Bermuda
Introduction
We have reviewed the accompanying consolidated interim financial information, contained in the Quarterly Financial Information (ITR) of Cosan Limited, comprising the statement of financial position and the related statements of income, comprehensive income for the three-month and nine-month periods ended December 31, 2011, changes in equity and cash flows for the nine-month period ended December 31, 2011, 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.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the quarterly information referred to above is not prepared, in all material respects, in accordance with IAS 34 applicable to the preparation of quarterly information (ITR), consistently with the rules issued by the Brazilian Securities Commission (CVM).
São Paulo, February 28, 2013
ERNST & YOUNG TERCO
Auditores Independentes S.S.
Luiz Carlos Nannini | Antonio C. M. Lage |
Accountant CRC-1SP171638/O-7 | Accountant CRC-1MG077995/O-1-S-SP |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | COSAN LIMITED | |
| | | |
| | | |
Date: | March 6, 2013 | | By: | /s/ Marcelo Eduardo Martins | |
| | | | Name: | Marcelo Eduardo Martins | |
| | | | Title: | Chief Financial Officer and Investor Relations Officer | |