Item 1
EARNINGS RELEASE 1Q15
São Paulo, May 06, 2015 – COSAN LIMITED (NYSE: CZZ e BM&FBovespa: CZLT33) announces today its results for the first quarter of 2015 (1Q15) composed by January, February and March 2015. The results are consolidated in accordance with the accounting principles adopted in Brazil and internationally (IFRS).
Highlights 1Q15
| o | Consolidated net revenues growths 6% and reaches R$ 10.2 billion |
| | Raízen Combustíveis’ EBITDA 13% up reaching R$ 590 million |
| | Raízen Energia’s EBITDA 13% up and reaches R$ 830 million in 1Q15. For the harvest year 14/15, EBITDA totaled R$ 2.5 billion, 4% up versus 13/14 |
| | Comgás’ normalized EBITDA of R$ 299 million in 1Q15 |
| | Rumo reaches EBITDA of R$ 62 million in the quarter |
Summary of Financial Information - Cosan Consolidated¹ | 1Q15 | 1Q14 | |
Amount in R$ MM | (Jan-Mar) | (Jan-Mar) | Chg.% |
Net Revenue | 10,151.7 | 9,593.4 | 5.8% |
Gross Profit | 1,180.1 | 1,217.5 | -3.1% |
Gross Margin (%) | 11.6% | 12.7% | -8.4% |
Operating Profit | 378.7 | 565.4 | -33.0% |
EBITDA | 923.0 | 1,023.9 | -9.9% |
EBITDA Margin (%) | 9.1% | 10.7% | -14.8% |
Equity Pick-up | (4.4) | (16.0) | -72.3% |
Net Income before non-controlling Interest | 31.7 | 292.8 | -89.2% |
Net Income | 9.5 | 140.8 | -93.2% |
Net Margin (%) | 0.1% | 1.5% | -93.6% |
| | | |
CAPEX | 768.4 | 835.6 | -8.0% |
Shareholders' Equity and Minority Shareholders | 13,475.7 | 13,577.6 | -0.8% |
Note 1: Considering the consolidation of 50% of Raízen Combustíveis and Raízen Energia | | | |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
A. | Highlights and Business Units |
Business Units
Listed below are the business units that make up Cosan S/A and Cosan Logística S/A, companies that comprise Cosan Limited’s portfolio.
The business units (reportable segments) are organized as follows:
Cosan Limited’s Consolidated Result
Cosan Limited’s consolidated financial statements considers 100% of the results of Cosan S/A and Cosan Logística S/A.
EBITDA reported herein is in compliance with CVM Rule 527/12, published by the Brazilian Securities and Exchange Commission on October 4, 2012, and may differ from the amounts reported in prior periods as a result of the equity accounting income adjustment. Therefore, EBITDA now consists of operating profit before financial expenses, plus depreciation, amortization and equity accounting.
EBITDA (Reconciliation ICVM 527) | 1Q15 | 1Q14 | |
Amounts in R$ MM | (Jan-Mar) | (Jan-Mar) | Chg. % |
Net Income | 9.5 | 140.8 | (93.)% |
(-) Equity Pick-up | (153.1) | (221.8) | -25.9% |
(+) Minority Shareholders | 16.2 | 148.4 | -88.2% |
(+) Income Taxes | (79.7) | 59.6 | n/a |
(+) Net Financial Expense (Revenue) | 258.4 | 122.5 | n/a |
(+) Depreciation and Amortization | 165.3 | 160.4 | 3.% |
EBITDA (before ICVM 527) | 216.6 | 409.8 | -47.2% |
(+) Equity Pick-up | 153.1 | 221.8 | -25.9% |
EBITDA (after ICVM 527) | 369.7 | 631.6 | -40.0% |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
Below we present 1Q15 results by business segment as previously detailed. All information reflect 100% of their financial performance, regardless of Cosan Limited’s interest.
For reconciliation purposes of the consolidated EBITDA, the Adjustments and Eliminations column refers to the elimination of net profits of the business controlled by Cosan for consolidation purposes.
Results by Business Unit 1Q15 | Cosan Energia Pro forma | Cosan Logística | CZZ (Controladora) | Adjustments and Eliminations | CZZ Pro forma |
Net Revenue | 9,946.1 | 205.6 | - | - | 10,151.7 |
Cost of Goods and Services | (8,825.3) | (146.3) | - | - | (8,971.6) |
Gross Profit | 1,120.8 | 59.3 | - | (0.0) | 1,180.1 |
Gross Margin(%) | 11.3% | 28.8% | n/a | -% | 11.6% |
Selling Expenses | (451.8) | - | - | - | (451.8) |
General and Administrative Expenses | (261.3) | (24.4) | (14.6) | - | (300.3) |
Other Operating Revenues (Expenses) | (48.9) | (0.5) | - | - | (49.3) |
Equity Pick-up | (4.4) | 0.0 | (22.6) | 22.6 | (4.4) |
Depreciation and Amortization | 522.1 | 26.7 | - | - | 548.7 |
EBITDA | 876.5 | 61.1 | (37.1) | 22.6 | 923.0 |
EBITDA Margin (%) | 8.8% | 29.7% | n/a | -% | 9.1% |
Financial income | (418.6) | (10.3) | (7.5) | - | (436.4) |
Financial expense | 179.8 | 5.7 | 0.0 | - | 185.4 |
Foreign exchange gain (losses), net | (957.7) | (56.2) | 32.9 | - | (980.9) |
Derivatives | 799.1 | 40.5 | 21.2 | - | 860.8 |
Income taxes expenses | 33.4 | (4.8) | - | - | 28.6 |
Non-controlling interests | (34.1) | (1.6) | - | 13.5 | (22.2) |
Profit (loss) for the period | (43.7) | 7.6 | 9.5 | 36.1 | 9.5 |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
B.1 Cosan S/A – Pro forma
We present below the main highlights of Cosan S/A’s results, the Company's business unit responsible for the operations of Raízen Fuels, Raizen Energia, Comgás, Lubricants, Radar and Other Businesses.
For complete information on Cosan S/A results, its Earning Release is available at ri.cosan.com.br.
COSAN S/A PRO FORMA | 1Q15 | 1Q14 |
(Jan-Mar) | (Jan-Mar) |
Net Revenue | 9,946.1 | 9,385.5 |
Cost of Goods and Services | (8,825.3) | (8,252.4) |
Gross Profit | 1,120.8 | 1,133.1 |
Gross Margin(%) | 11.3% | 12.1% |
Selling Expenses | (451.8) | (430.0) |
General and Administrative Expenses | (261.3) | (247.9) |
Other Operating Revenues (Expenses) | (48.9) | 41.5 |
Equity Pick-up | (4.4) | (18.6) |
Depreciation and Amortization | 522.1 | 452.9 |
EBITDA | 876.5 | 931.0 |
EBITDA Margin (%) | 8.8% | 9.9% |
Financial income | (418.6) | (246.9) |
Financial expense | 179.8 | 77.3 |
Foreign exchange gain (losses), net | (957.7) | 133.6 |
Derivatives | 799.1 | (41.5) |
Income taxes expenses | 33.4 | (141.4) |
Non-controlling interests | (34.1) | (7.4) |
Results of discontinued operations | - | (1.6) |
Profit (loss) for the period | (43.7) | 253.5 |
Raízen Combustíveis
For comparison purposes, the following information presented consider 100% of Raízen Combustíveis operations, even though Cosan S/A holds 50% share in the segment.
Raízen Combustíveis closed 1T15 with growth of 3,3% of total volume sold, with a highlight to 28.1% ethanol volume growth. Net revenue for the quarter was 8.1% higher driven by higher volumes sold and growth of average prices, primarily by variations in petrol and diesel prices by Petrobras. EBITDA was R$ 590 million, a 13,1% growth compared to 1T15.
Raízen Combustíveis ended 1T15 with 5,427 Shell service stations and 951 convenience stores in its network.
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
Raízen Energia
For comparison purposes, the following information consider 100% of Raízen Energia operations, even though Cosan S/A holds 50% share in the segment. Additionally, it is worth mentioning that the analysis of Raizen Energia information should consider the crop year that began in April 2014 and will end in March 2015.
Raizen Energia ended the harvest season 2014/15 with a crushing volume of 57.1 million tons, 7.1% reduction versus harvest season 2013/14. The main factor for the reduction of the volume crushed was the dry climate throughout the year, which hampered the process of planting and growth of sugarcane, reducing agricultural productivity
The volume of sugar in the harvest season 2014/15 was down 1.1% while the ethanol volume grew 4.3%. The volume of energy sold was 1.0% higher reaching 2,202,000 MWh. Raízen Energia’s total net revenue in harvest season 2014/15 was R$9.7 billion, 18.2% higher compared to the same period last year. EBITDA was R$2.5 billion, up 4.0%, with an EBITDA margin of 26.0%. EBITDA adjusted by the effects of biological assets was R$2.6 million.
Comgás
Comgás’ volume sold was down 0.8% compared to 1Q14, with 1.3 million m³ sold in 1Q15. This reduction is due to the lower industrial activity which limited the volume expansion in the period. Comgás’ net revenue was R$1.5 billion in 1Q15, 1.1% higher than 1Q14. EBITDA normalized by the regulatory current account was R$299 million, 5.8% higher compared to the 1Q14, with an EBITDA margin of 19.5%.
Lubrificantes
Net revenue from the sale of lubricants, base oil resale and other goods and services increased 3.1% in 1Q15, reaching R$379.8 million. This result is due to higher average unit price of 5.7%. EBITDA was R$23.4 million in the quarter, with a margin of 6.2%.
Radar
Radar ended 1Q15 with 263,300 hectares of land under its management, with a market value of R$5.0 billion. Net income in the quarter was R$21.6 million, increased by the leasing of properties during 1Q15. In 1Q15, EBITDA was R$27.2 million, lower compared to 1Q14 due to the lower sale of properties in the quarter.
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
B.2 Cosan Logística
COSAN LOGÍSTICA | 1Q15 | 1Q14 |
(Jan-Mar) | (Jan-Mar) |
Net Revenue | 205.6 | 207.9 |
Cost of Goods and Services | (146.3) | (123.5) |
Gross Profit | 59.3 | 84.4 |
Gross Margin(%) | 28.8% | 40.6% |
General and Administrative Expenses | (24.4) | (20.0) |
Other Operating Revenues (Expenses) | (0.5) | 25.3 |
Depreciation and Amortization | 26.7 | 21.7 |
EBITDA | 61.1 | 111.4 |
EBITDA Margin (%) | 29.7% | 53.6% |
Financial income | (10.3) | (8.5) |
Financial expense | 5.7 | 12.2 |
Foreign exchange gain (losses), net | (56.2) | 0.1 |
Derivatives | 40.5 | - |
Income taxes expenses | (4.8) | (25.2) |
Non-controlling interests | (1.6) | (12.3) |
Profit (loss) for the period | 7.6 | 56.1 |
Rumo
Rumo reported a volume of 2.5 million tons of sugar loaded at the port of Santos. Net revenue for the quarter was R$205.6 million, down 1.1% versus 1Q14. This reduction was due to the lower volumes transported and elevated. EBITDA was R$ 61.5 million in 1T15, with an EBITDA margin of 29.9%.
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
C. | Other Items in the Consolidated Result |
Financial Result
Financial Results | 1Q15 | 1Q14 | |
Amounts in R$ MM | (Jan-Mar) | (Jan-Mar) | Var. % |
Gross Debt Charges | (155.5) | (185.0) | -16.0% |
Income from Cash Investments | 48.9 | 30.2 | 61.8% |
(=) Subtotal: Net Debt Interests | (106.6) | (154.8) | -31.1% |
Other Charges and Monetary Variation | (94.0) | 30.3 | n/a |
Exchange Rate Variation | (591.8) | 75.7 | n/a |
Gains (losses) with Derivatives | 555.2 | (61.1) | n/a |
Banking Expenses, Fees and Other | (21.2) | (12.6) | 68.5% |
(=) Financial, Net | (258.4) | (122.5) | n/a |
The financial result in the 1Q15 reported a net financial expense of R$ 258.4 million, compared to a net expense of R$ 122.5 million recorded in the 1Q14, impacted by (i) the net effect of exchange rate and derivatives and (ii) positive effect on the 1Q14 provision reversal for contingencies due to the success in a tax legal demand.
Net Income
Net Income | 1Q15 | 1Q14 |
Amounts in R$ MM | (Jan-Mar) | (Jan-Mar) |
Net Income | 9.5 | 140.8 |
Cosan Limited had net income of R$ 9.5 million in 1Q15, lower than profit in 1Q14, which was R$ 140.8 million.
The main impacts to the change in net income for the period were (i) the negative impact of the current account in Comgás, (ii) other expenses related to fees and compensation arising from the merger of Rumo and ALL and (iii) exchange rate effect (Cosan and Raízen).
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
At the end of 1Q15, Cosan Limited's consolidated gross debt (excluding PESA) reached R$ 15.7 billion to R$ 15.5 billion, up 1.6% compared to 4Q14.
Cosan Limited pro forma consolidated
Cash and cash equivalents totaled R$ 4.3 billion at the end of 1Q15 compared to R$ 3.2 billion in 4Q14, mainly by reducing working capital in Raízen due to the end of the harvest.
Debt per Business Units (Amount in R$ MM) | | | |
1Q15 | 4Q14 | |
COSAN S/A PRO FORMA | (Jan-Mar) | (Oct-Dec) | Chg. % |
Raízen (50%) | 5,060.8 | 5,583.9 | -9.4% |
Comgás | 2,884.1 | 2,803.3 | 2.9% |
Lubrificantes | 354.4 | 253.3 | 39.9% |
Other business | 4,017.0 | 3,794.1 | 5.9% |
Total Debt Pro forma | 12,316.4 | 12,434.6 | -1.0% |
Cash and Cash Equivalents and Securities | (4,034.9) | (3,098.6) | 30.2% |
Pro forma Net Debt | 8,281.5 | 9,335.9 | -11.3% |
Preferred shareholders payable in subsidiaries | 1,988.6 | 1,926.9 | 3.2% |
Pro forma Net Debt (w/ preferred shareholders payable in subsidiaries) | 10,270.0 | 11,262.8 | -8.8% |
Pro forma Leverage (Net debt / EBITDA LTM) | 2.8 | 3.0 | -7.4% |
COSAN LOGÍSTICA | | | |
Rumo | 1,079.3 | 784.7 | 37.5% |
Total Debt | 1,079.3 | 784.7 | 37.5% |
Cash and Cash Equivalents and Securities | (251.1) | (86.5) | 190.3% |
Net Debt | 828.2 | 698.2 | 18.6% |
Leverage (Net debt / EBITDA LTM) | 3.0 | 11.4 | -73.4% |
COSAN LIMITED | | | |
Cosan Limited | 320.8 | 310.1 | 3.5% |
Cosan S/A Pro forma | 14,305.0 | 14,361.4 | -0.4% |
Cosan Logística | 1,079.3 | 784.7 | 37.5% |
Pro forma Debt (w/ preferred shareholders payable in subsidiaries) | 15,705.0 | 15,456.3 | 1.6% |
Cash and Cash Equivalents and Securities | (4,295.7) | (3,207.8) | 33.9% |
Pro forma Net Debt (w/ preferred shareholders payable in subsidiaries) | 11,409.3 | 12,248.6 | -6.9% |
Pro forma Leverage (Net debt / EBITDA LTM) | 2.9 | 3.0 | -4.5% |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
The ordinary shares of Cosan S.A. are listed on BM&FBovespa since 2005, year of his public offering “IPO” in the “New Market” segment, under the ticker symbol CSAN3, composing Ibovespa portfolio, IBrX, IBrX-50, IBrA, MLCX, ICO2, INDX, ICON, IVBX-2, IGC, IGCT and ITAG.
The shares issued by Cosan Limited have been listed on NYSE – New York Stock Exchange, since its IPO in 2007, under the ticker symbol CZZ. The company has also issued share deposit certificates (Brazilian Depositary Receipts – BDR) on the BM&FBovespa under the symbol CZLT33.
The tables and graphs below represent the performance of shares issued by the companies:
1Q15 Summary | | CSAN3 | | | RLOG3 | | | CZLT33 | | | CZZ | |
Stock Type | | Common Share | | | Common Share | | | BDR | | | Class A | |
Listed in | | BM&FBovespa | | | BM&FBovespa | | | BM&FBovespa | | | NYSE | |
Closing Price in 03/31/2015 | | $ | 27.89 | | | $ | 2.67 | | | $ | 20.30 | | | USD | 6.33 | |
Higher Price | | $ | 29.11 | | | $ | 3.33 | | | $ | 22.33 | | | USD | 10.24 | |
Average Price | | $ | 26.65 | | | $ | 2.71 | | | $ | 20.31 | | | USD | 7.27 | |
Lower Price | | $ | 23.44 | | | $ | 2.11 | | | $ | 17.45 | | | USD | 6.22 | |
Average Daily Traded Volume | | R$ | 41.2 millions | | | R$ | 1.4 millions | | | R$ | 5.3 million | | | USD | 10.6 million | |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
Disclaimer
This document contains forward-looking statements and estimates. These forward-looking statements and estimates are solely forecasts and do not represent any guarantee of prospective results. All stakeholders should know that these statements and estimates are and will be, depending on the case, subject to risks, uncertainties and factors related to the operations and business environment of Cosan and its subsidiaries, and therefore the actual results of these companies may significantly differ from the estimated or implied prospective results contained in such forward-looking statements and estimates.
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
E.1 Cosan Energia
Cosan Consolidated | 1Q15 | 1Q14 |
Income statement for the period | 03/31/2015 | 03/31/2014 |
Net operating revenue | 1,935,513 | 1,949,252 |
Gross Profit | 490,522 | 551,988 |
Sales, general and administrative expenses | (360,204) | (331,739) |
Other operating income (expenses), net | (98,864) | (39,493) |
Financial revenue | 64,109 | 35,504 |
Financial expenses | (273,813) | (172,661) |
Foreign exchange variation | (568,545) | 77,748 |
Derivative | 493,536 | (50,622) |
Equity pick up | 153,137 | 221,802 |
Income and social contribution taxes | 84,524 | (34,319) |
Equity attributable to non-controlling interests | (51,233) | (52,048) |
Net Income from discontinued operations | 23,147 | 49,962 |
Net Income (loss) | (43,683) | 256,122 |
| | |
Cosan Consolidated | 1Q15 | 4Q14 |
Balance sheet | 03/31/2015 | 12/31/2014 |
Cash and cash equivalents | 1,861,592 | 1,540,192 |
Securities | 159,200 | 149,735 |
Accounts receivable | 785,840 | 822,424 |
Inventories | 317,790 | 347,903 |
Other current assets | 612,665 | 548,134 |
Investments | 8,642,451 | 8,535,180 |
Investment property | 2,649,976 | 2,641,978 |
Property, plant and equipment | 370,970 | 351,435 |
Intangible | 9,417,620 | 9,426,120 |
Other non-current assets | 3,589,675 | 2,740,611 |
Total Assets | 28,407,779 | 27,103,713 |
| | |
Loans and financing | (8,384,823) | (7,397,602) |
Suppliers | (1,192,167) | (971,170) |
Salaries payable | (62,518) | (101,115) |
Other current liabilities | (346,460) | (616,590) |
Other non-current liabilities | (5,984,306) | (5,567,961) |
Net Equity | (12,437,504) | (12,449,276) |
Total Liabilities | (28,407,779) | (27,103,713) |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
Cosan Logística | 1Q15 | 1Q14 |
Income statement for the period | 03/31/2015 | 03/31/2014 |
Net operating revenue | 205,611 | 207,934 |
Gross profit | 59,261 | 84,403 |
Sales, general and administrative expenses | (24,370) | (19,974) |
Other operating income (expenses), net | (460) | 25,291 |
Financial revenue | 5,653 | 12,227 |
Financial expenses | (10,323) | (8,487) |
Foreign exchange variation | (56,217) | 113 |
Equity pick up | 40,489 | - |
Income and social contribution taxes | (4,832) | (25,243) |
Equity attributable to non-controlling interests | (1,647) | (12,270) |
Net Income (loss) | 7,553 | 56,061 |
| | |
Cosan Logística | 1Q15 | 4Q14 |
Balance sheet | 03/31/2015 | 12/31/2014 |
Cash and cash equivalents | 251.102 | 86.487 |
Accounts receivable | 22.776 | 42.685 |
Inventories | 6.911 | 5.817 |
Other current assets | 22.119 | 24.175 |
Accounts receivable – non-current | 509.695 | 446.693 |
Property, plant and equipment | 1.139.393 | 1.084.455 |
Intangible | 848.892 | 860.253 |
Other non-current assets | 75.237 | 34.295 |
Total Assets | 2.876.125 | 2.584.860 |
| | |
Loans and financing | (1.119.755) | (784.709) |
Suppliers | (181.753) | (141.289) |
Salaries payable | (14.578) | (19.302) |
Other current liabilities | (70.754) | (89.460) |
Other non-current liabilities | (226.648) | (221.851) |
Net Equity | (1.262.637) | (1.328.250) |
Total Liabilities | (2.876.125) | (2.584.860) |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
E.4 Cosan Limited
Cosan Limited | 1Q15 | 1Q14 |
Income statement for the period | 03/31/2015 | 03/31/2014 |
Net Operating Revenue | 2,141,124 | 2,157,186 |
Gross Profit | 549,784 | 636,392 |
Sales, general and administrative expenses | (399,138) | (354,196) |
Other operating income (expenses), net | (99,324) | (32,792) |
Financial revenue | 69,791 | 48,352 |
Financial expenses | (291,612) | (185,465) |
Foreign exchange variation | (591,834) | 75,737 |
Derivative | 555,232 | (61,082) |
Equity pick up | 153,137 | 221,802 |
Income and Social Contribution Taxes | 79,692 | (59,562) |
Equity attributable to non-controlling interests | (16,188) | (148,380) |
Net Income (loss) | 9,539 | 140,806 |
| | |
Cosan Limited | 1Q15 | 4Q14 |
Balance sheet | 03/31/2015 | 12/31/2014 |
Cash and cash equivalents | 2,122,385 | 1,649,340 |
Securities | 159,200 | 149,735 |
Accounts receivable | 808,616 | 865,109 |
Inventories | 324,701 | 353,720 |
Other current assets | 640,719 | 547,203 |
Investments | 8,642,451 | 8,535,180 |
Investment property | 2,649,976 | 2,641,978 |
Property, plant and equipment | 1,510,363 | 1,435,890 |
Intangible | 10,266,512 | 10,286,373 |
Other non-current assets | 4,174,614 | 3,231,820 |
Total Assets | 31,299,536 | 29,696,349 |
| | |
Loans and financing | (9,860,254) | (8,502,640) |
Suppliers | (1,373,919) | (1,112,459) |
Salaries payable | (77,096) | (120,416) |
Other current liabilities | (393,320) | (681,716) |
Other non-current liabilities | (6,210,956) | (5,789,813) |
Net Equity | (13,383,990) | (13,489,304) |
Total Liabilities | (31,299,536) | (29,696,349) |
 | Cosan Limited - Press Release |
1st quarter of the Fiscal Year 2015 |
E.5 Consolidated, including Raízen
Cosan Limited Pro forma | 1Q15 | 1Q14 |
Income Statement for the period | 03/31/2015 | 03/31/2014 |
Net Operating Revenue | 10,151,731 | 9,593,449 |
Gross Profit | 1,180,101 | 1,217,476 |
Sales, general and administrative expenses | (752,102) | (700,277) |
Other operating income (expenses), net | (49,311) | 48,173 |
Financial revenue | 185,439 | 90,141 |
Financial expenses | (436,374) | (259,686) |
Foreign exchange variation | (980,950) | 131,570 |
Derivative | 860,786 | (51,939) |
Equity pick up | (4,430) | (16,001) |
Income and Social Contribution Taxes | 28,580 | (166,616) |
Equity attributable to non-controlling interests | (22,199) | (152,034) |
Net Income (loss) | 9,539 | 140,806 |
| | |
Cosan Limited Pro forma | 1Q15 | 4Q14 |
Balance Sheet | 03/31/2015 | 12/31/2014 |
Cash and cash equivalents | 4,136,500 | 3,058,050 |
Securities | 159,200 | 149,735 |
Accounts receivable | 1,611,203 | 2,007,869 |
Inventories | 1,043,184 | 2,076,059 |
Other current assets | 1,562,625 | 1,246,120 |
Investments | 361,224 | 338,800 |
Investment property | 2,649,976 | 2,641,978 |
Biological assets | 979,929 | 914,152 |
Property, plant and equipment | 7,965,103 | 7,584,036 |
Intangible | 14,067,563 | 14,064,484 |
Other non-current assets | 5,680,860 | 4,825,855 |
Total Assets | 40,217,368 | 38,907,140 |
| | |
Loans and Financing | (15,797,617) | (14,470,323) |
Suppliers | (2,039,386) | (1,695,764) |
Salaries Payable | (289,433) | (279,925) |
Other current liabilities | (940,310) | (1,369,293) |
Other non-current liabilities | (7,674,950) | (7,531,602) |
Net Equity | (13,475,672) | (13,560,232) |
Total Liabilities | (40,217,368) | (38,907,140) |
Item 2
Cosan Limited
Consolidated interim financial statements at
March 31, 2015 and independent
auditors’ review report
Cosan Limited
Consolidated interim financial statements
March 31, 2015
Contents
Independent auditors’ report on review of interim financial statements | 3 |
| |
Consolidated statement of financial position | 5 |
| |
Consolidated statement of profit or loss and other comprehensive (loss) income | 7 |
| |
Statement of changes in shareholders’ equity | 9 |
| |
Consolidated statement of cash flows | 11 |
| |
Notes to the consolidated interim financial statements | 13 |
Independent Auditor Report on review of Consolidated Interim Financial Statements
To the Board of Directors and Shareholders
Cosan Limited
Introduction
We have reviewed the accompanying consolidated interim financial information of Cosan Limited (“The Company”), comprised in the Quarterly Information Form - ITR for the quarter ended March 31, 2015, comprising the statement of financial position as of March 31, 2015 and the respective statements of profit and loss and comprehensive (loss) income, changes in shareholders’ equity and cash flows for the three months period then ended, including the footnotes.
Management is responsible for the preparation of the consolidated interim financial information in accordance with the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, such as for the presentation of these information in accordance with the regulations of the Brazilian Securities Commission – CVM, applicable to the preparation of Quarterly Information - ITR. Our responsibility is to express a conclusion on these consolidated interim financial information based on our review.
Review scope
We conducted our review in accordance with the Brazilian and International standards on reviews of interim information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for the 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 the audit standards 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 consolidated interim financial information included in the Quarterly Information - ITR referred to above has not been prepared, in all material respects, in accordance with IAS 34 applicable to the preparation of Quarterly Information - ITR, and presented in accordance with the regulations of the Brazilian Securities Commission – CVM.
Other Matter
Corresponding values
The consolidated financial information for the year ended December 31, 2014 and the consolidated interim financial information for the three months period ended on March 31, 2014, presented for comparative purposes, were audited and reviewed, respectively, by other independent auditors, who issued an unqualified audit report on March 18, 2015 and an unqualified review report on May 13, 2014, respectively.
São Paulo, April 29, 2015.
/s/ KPMG Auditores Independentes
KPMG Auditores Independentes
CRC 2SP014428/O-6
Carlos Augusto Pires
Contador CRC 1SP184830/O-7
Cosan Limited
Consolidated statement of financial position
(In thousands of Brazilian Reais - R$)
| | Note | | | March 31, 2015 | | | December 31, 2014 | |
Assets | | | | | | | | | |
Cash and cash equivalents | | | 4 | | | | 2,122,385 | | | | 1,649,340 | |
Investment securities | | | | | | | 159,200 | | | | 149,735 | |
Trade receivables | | | 5 | | | | 808,616 | | | | 865,109 | |
Derivative financial instruments | | | 23 | | | | 197,415 | | | | 30,069 | |
Inventories | | | | | | | 324,701 | | | | 353,720 | |
Receivables from related parties | | | 7 | | | | 39,484 | | | | 38,357 | |
Income tax receivable | | | | | | | 92,276 | | | | 94,100 | |
Other current tax receivable | | | | | | | 96,766 | | | | 78,818 | |
Other financial assets | | | 6 | | | | 71,730 | | | | 69,683 | |
Dividends receivable | | | | | | | 47,351 | | | | 36,130 | |
Assets held for sale | | | 10 | | | | 29,673 | | | | 25,089 | |
Other current assets | | | | | | | 66,025 | | | | 174,957 | |
| | | | | | | | | | | | |
Total current assets | | | | | | | 4,055,622 | | | | 3,565,107 | |
| | | | | | | | | | | | |
Trade receivables | | | 5 | | | | 542,155 | | | | 480,992 | |
Deferred tax assets | | | 16 | | | | 255,182 | | | | 214,164 | |
Receivables from related parties | | | 7 | | | | 194,484 | | | | 212,527 | |
Income tax receivable | | | | | | | 8,778 | | | | 8,778 | |
Taxes recoverable | | | | | | | 16,410 | | | | 17,299 | |
Judicial deposits | | | 17 | | | | 423,171 | | | | 418,385 | |
Other financial assets | | | 6 | | | | 378,072 | | | | 370,497 | |
Derivative financial instruments | | | 23 | | | | 1,597,834 | | | | 860,509 | |
Other non-current assets | | | | | | | 758,527 | | | | 648,669 | |
Investment in associates | | | 8 | | | | 135,692 | | | | 130,677 | |
Investment in joint ventures | | | 9 | | | | 8,506,759 | | | | 8,404,503 | |
Investment property | | | 10 | | | | 2,649,976 | | | | 2,641,978 | |
Property, plant and equipment | | | 11 | | | | 1,510,363 | | | | 1,435,890 | |
Intangible assets and goodwill | | | 12 | | | | 10,266,512 | | | | 10,286,373 | |
| | | | | | | | | | | | |
Total non-current assets | | | | | | | 27,243,915 | | | | 26,131,241 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 31,299,537 | | | | 29,696,348 | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Consolidated statement of financial position
(In thousands of Brazilian Reais - R$)
| | Note | | | March 31, 2015 | | | December 31, 2014 | |
Liabilities | | | | | | | | | |
Loans and borrowings | | | 13 | | | | 1,297,455 | | | | 1,056,353 | |
Derivative financial instruments | | | 23 | | | | 38,726 | | | | 13,803 | |
Trade payables | | | 14 | | | | 1,373,919 | | | | 1,112,459 | |
Employee benefits payable | | | | | | | 77,096 | | | | 120,416 | |
Income tax payable | | | | | | | 21,063 | | | | 30,905 | |
Other taxes payable | | | 15 | | | | 121,864 | | | | 307,741 | |
Dividends payable | | | | | | | 33,354 | | | | 33,354 | |
Payables to related parties | | | 7 | | | | 96,577 | | | | 137,441 | |
Other current liabilities | | | | | | | 81,735 | | | | 158,471 | |
| | | | | | | | | | | | |
Total current liabilities | | | | | | | 3,141,789 | | | | 2,970,943 | |
| | | | | | | | | | | | |
Loans and borrowings | | | 13 | | | | 8,562,798 | | | | 7,446,287 | |
Derivative financial instruments | | | 23 | | | | 553,313 | | | | 319,632 | |
Other taxes payable | | | 15 | | | | 507,565 | | | | 334,565 | |
Provision for legal proceedings | | | 17 | | | | 675,710 | | | | 657,779 | |
Pension and post-employment benefits | | | 25 | | | | 307,083 | | | | 301,850 | |
Deferred tax liabilities | | | 16 | | | | 1,696,108 | | | | 1,739,274 | |
Preferred shareholders payable in subsidiaries | | | 18 | | | | 1,988,596 | | | | 1,926,888 | |
Other non-current liabilities | | | | | | | 482,582 | | | | 509,823 | |
| | | | | | | | | | | | |
Total non-current liabilities | | | | | | | 14,773,755 | | | | 13,236,098 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 17,915,544 | | | | 16,207,041 | |
| | | | | | | | | | | | |
Shareholders' equity | | | 19 | | | | | | | | | |
Share capital | | | | | | | 5,328 | | | | 5,328 | |
Additional paid in capital | | | | | | | 3,888,940 | | | | 3,887,109 | |
Other comprehensive loss | | | | | | | (225,616 | ) | | | (165,618 | ) |
Retained earnings | | | | | | | 2,127,278 | | | | 2,117,739 | |
| | | | | | | | | | | | |
Equity attributable to owners of the parent | | | | | | | 5,795,930 | | | | 5,844,558 | |
Non-controlling interests | | | 8 | | | | 7,588,063 | | | | 7,644,749 | |
| | | | | | | | | | | | |
Total shareholders' equity | | | | | | | 13,383,993 | | | | 13,489,307 | |
| | | | | | | | | | | | |
Total shareholders' equity and liabilities | | | | | | | 31,299,537 | | | | 29,696,348 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements. | |
Consolidated statement of profit or loss and other comprehensive income
For the quarter ended March 31, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
| | Note | | | March 31, 2015 | | | March 31, 2014 | |
Net sales | | | | | | 2,141,124 | | | | 2,157,186 | |
Cost of sales | | | | | | (1,591,340 | ) | | | (1,520,794 | ) |
| | | | | | | | | | | |
Gross profit | | | | | | 549,784 | | | | 636,392 | |
| | | | | | | | | | | |
Selling expenses | | | | | | (219,326 | ) | | | (206,618 | ) |
General and administrative expenses | | | | | | (179,812 | ) | | | (147,577 | ) |
Other expense, net | | | 22 | | | | (99,324 | ) | | | (32,792 | ) |
| | | | | | | | | | | | |
Operating expense | | | | | | | (498,462 | ) | | | (386,987 | ) |
| | | | | | | | | | | | |
Income before financial results, equity in earnings of investees and income taxes | | | | | | | 51,322 | | | | 249,405 | |
| | | | | | | | | | | | |
Equity in earnings of investees | | | | | | | | | | | | |
Equity in earnings of associates | | | 8 | | | | (4,635 | ) | | | (1,189 | ) |
Equity in earnings of joint ventures | | | 9 | | | | 157,772 | | | | 222,990 | |
| | | | | | | 153,137 | | | | 221,801 | |
Financial results | | | 21 | | | | | | | | | |
Finance expense | | | | | | | (291,612 | ) | | | (185,465 | ) |
Finance income | | | | | | | 69,791 | | | | 48,352 | |
Foreign exchange (losses) gains, net | | | | | | | (591,834 | ) | | | 75,737 | |
Derivatives | | | | | | | 555,232 | | | | (61,082 | ) |
| | | | | | | (258,423 | ) | | | (122,458 | ) |
| | | | | | | | | | | | |
(Loss) profit before taxes | | | | | | | (53,964 | ) | | | 348,748 | |
| | | | | | | | | | | | |
Income tax (expense) benefit | | | 16 | | | | | | | | | |
Current | | | | | | | (4,838 | ) | | | (30,539 | ) |
Deferred | | | | | | | 84,529 | | | | (29,023 | ) |
| | | | | | | 79,691 | | | | (59,562 | ) |
| | | | | | | | | | | | |
Profit for the period | | | | | | | 25,727 | | | | 289,186 | |
| | | | | | | | | | | | |
Other comprehensive income | | | 19 | | | | | | | | | |
Items that will not be reclassified to profit or loss: | | | | | | | | | | | | |
Actuarial loss on defined benefit plan | | | | | | | - | | | | (359 | ) |
Taxes on items that will not be reclassified to profit or loss | | | | | | | - | | | | 122 | |
| | | | | | | - | | | | (237 | ) |
Cosan Limited
Consolidated statement of profit or loss and other comprehensive income
For the quarter ended March 31, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
| | Note | | | March 31, 2015 | | | March 31, 2014 | |
Items that may be reclassified to profit or loss: | | | | | | | | | | | | |
Foreign currency translation effect | | | | | | | (80,686 | ) | | | (3,523 | ) |
Gain (loss) on cash flow hedge in joint ventures and subsidiary | | | | | | | 20,735 | | | | (49,109 | ) |
Changes in fair value of available for sale securities | | | | | | | 1,486 | | | | 914 | |
Taxes on items that may be reclassified to profit or loss | | | | | | | (505 | ) | | | (311 | ) |
| | | | | | | (58,970 | ) | | | (52,029 | ) |
| | | | | | | | | | | | |
Total other comprehensive loss, net of tax | | | | | | | (58,970 | ) | | | (52,266 | ) |
| | | | | | | | | | | | |
Total comprehensive (loss) income | | | | | | | (33,243 | ) | | | 236,920 | |
| | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | |
Owners of the Parent | | | | | | | 9,539 | | | | 140,806 | |
Non-controlling interests | | | | | | | 16,188 | | | | 148,380 | |
| | | | | | | | | | | | |
Total comprehensive (loss) income attributable to: | | | | | | | | | | | | |
Owners of the Parent | | | | | | | (50,459 | ) | | | 110,826 | |
Non-controlling interests | | | | | | | 17,216 | | | | 126,094 | |
| | | | | | | | | | | | |
Basic earnings per share | | | 20 | | | R$ | 0.04 | | | R$ | 0.53 | |
Diluted earnings per share (as revised - Note 20) | | | | | | R$ | (0.02 | ) | | R$ | 0.47 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements. | |
Cosan Limited
Statement of changes in shareholders’ equity
For the quarter ended March 31, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | | Capital reserve | | | | | | | | | | | | | | | | |
| | | | | Additional | | | Other | | | | | | Equity attributable | | | Non- | | | | |
| | Share | | | paid in | | | comprehensive | | | Retained | | | to owners | | | controlling | | | Total | |
| | capital | | | capital | | | (loss) income | | | earnings | | | of the parent | | | interests | | | equity | |
At January 1, 2015 | | | 5,328 | | | | 3,887,109 | | | | (165,618 | ) | | | 2,117,739 | | | | 5,844,558 | | | | 7,644,749 | | | | 13,489,307 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | - | | | | - | | | | - | | | | 9,539 | | | | 9,539 | | | | 16,188 | | | | 25,727 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | - | | | | - | | | | (72,952 | ) | | | - | | | | (72,952 | ) | | | (7,734 | ) | | | (80,686 | ) |
Gain on cash flow hedge in | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
joint ventures and subsidiary | | | - | | | | - | | | | 12,962 | | | | - | | | | 12,962 | | | | 7,773 | | | | 20,735 | |
Changes in fair value of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
available for sale Securities | | | - | | | | - | | | | (8 | ) | | | - | | | | (8 | ) | | | 989 | | | | 981 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | - | | | | - | | | | (59,998 | ) | | | 9,539 | | | | (50,459 | ) | | | 17,216 | | | | (33,243 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share based compensation | | | - | | | | 1,831 | | | | - | | | | - | | | | 1,831 | | | | 1,098 | | | | 2,929 | |
Dividends | | | - | | | | - | | | | - | | | | - | | | | - | | | | (75,000 | ) | | | (75,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | - | | | | 1,831 | | | | - | | | | - | | | | 1,831 | | | | (73,902 | ) | | | (72,071 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2015 | | | 5,328 | | | | 3,888,940 | | | | (225,616 | ) | | | 2,127,278 | | | | 5,795,930 | | | | 7,588,063 | | | | 13,383,993 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements. | |
Cosan Limited
Statement of changes in shareholders’ equity
For the quarter ended March 31, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | | Capital reserve | | | | | | | | | | | | | | | | |
| | | | | Additional | | | Other | | | | | | Equity attributable | | | Non- | | | | |
| | Share | | | paid in | | | comprehensive | | | Retained | | | to owners | | | controlling | | | Total | |
| | capital | | | capital | | | (loss) income | | | earnings | | | of the parent | | | interests | | | equity | |
At January 1, 2014 | | | 5,328 | | | | 3,828,858 | | | | (84,887 | ) | | | 2,136,975 | | | | 5,886,274 | | | | 7,433,490 | | | | 13,319,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | - | | | | - | | | | - | | | | 140,806 | | | | 140,806 | | | | 148,380 | | | | 289,186 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | - | | | | - | | | | 534 | | | | - | | | | 534 | | | | (4,057 | ) | | | (3,523 | ) |
Loss on cash flow hedge in | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
joint ventures and subsidiary | | | - | | | | - | | | | (30,596 | ) | | | - | | | | (30,596 | ) | | | (18,513 | ) | | | (49,109 | ) |
Actuarial loss on defined benefit plan | | | - | | | | - | | | | (96 | ) | | | - | | | | (96 | ) | | | (141 | ) | | | (237 | ) |
Changes in fair value of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
available for sale Securities | | | - | | | | - | | | | 178 | | | | - | | | | 178 | | | | 425 | | | | 603 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | - | | | | - | | | | (29,980 | ) | | | 140,806 | | | | 110,826 | | | | 126,094 | | | | 236,920 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share options exercised | | | - | | | | 2,861 | | | | - | | | | - | | | | 2,861 | | | | 1,731 | | | | 4,592 | |
Share based compensation | | | - | | | | 1,597 | | | | - | | | | - | | | | 1,597 | | | | 966 | | | | 2,563 | |
Dividends | | | - | | | | - | | | | - | | | | - | | | | - | | | | (57,187 | ) | | | (57,187 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | - | | | | 4,458 | | | | - | | | | - | | | | 4,458 | | | | (54,490 | ) | | | (50,032 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2014 | | | 5,328 | | | | 3,833,316 | | | | (114,867 | ) | | | 2,277,781 | | | | 6,001,558 | | | | 7,505,094 | | | | 13,506,652 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements. | |
Cosan Limited
Consolidated statement of cash flows
For the quarter ended March 31, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | Note | | | March 31, 2015 | | | March 31, 2014 | |
Cash flows from operating activities | | | | | | | | | |
(Loss) profit before taxes | | | | | | (53,964 | ) | | | 348,748 | |
Adjustments for: | | | | | | | | | | | |
Depreciation and amortization | | | 11 / 12 | | | | 165,391 | | | | 160,378 | |
Equity in earnings of associates | | | 8 | | | | 4,635 | | | | 1,189 | |
Equity in earnings of joint ventures | | | 9 | | | | (157,772 | ) | | | (222,990 | ) |
Loss on disposal of assets | | | | | | | 1,281 | | | | 2,052 | |
Share-based compensation expense | | | | | | | 2,929 | | | | 2,563 | |
Change in fair value of investment property | | | 10 / 22 | | | | (14,320 | ) | | | 22,920 | |
Provisions for legal proceedings | | | 22 | | | | 9,200 | | | | 18,491 | |
Indexation charges, interest and | | | | | | | | | | | | |
exchange gains/losses, net | | | | | | | 331,986 | | | | 149,321 | |
Other | | | | | | | 20,131 | | | | 17,965 | |
| | | | | | | 309,497 | | | | 500,637 | |
Changes in: | | | | | | | | | | | | |
Trade receivables | | | | | | | (8,280 | ) | | | (58,421 | ) |
Securities | | | | | | | (1,362 | ) | | | (29,050 | ) |
Inventories | | | | | | | 33,468 | | | | 41,623 | |
Recoverable taxes | | | | | | | (34,796 | ) | | | 666 | |
Related parties | | | | | | | (46,693 | ) | | | (52,651 | ) |
Advances to suppliers | | | | | | | 1,147 | | | | - | |
Trade payables | | | | | | | 213,518 | | | | (83,936 | ) |
Employee benefits | | | | | | | (54,012 | ) | | | (44,683 | ) |
Provisions for legal proceedings | | | | | | | (312 | ) | | | (6,595 | ) |
Income and other taxes | | | | | | | (990 | ) | | | (57,758 | ) |
Other assets and liabilities, net | | | | | | | (110,753 | ) | | | 34,630 | |
| | | | | | | (9,065 | ) | | | (256,175 | ) |
| | | | | | | | | | | | |
Net cash generated by operating activities | | | | | | | 300,432 | | | | 244,462 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Capital contribution in associates | | | | | | | (22,555 | ) | | | (6,944 | ) |
Dividends received from joint ventures | | | | | | | 93,925 | | | | 197,000 | |
Acquisition of property, plant and | | | | | | | | | | | | |
equipment and intangible assets | | | 11 / 12 | | | | (181,685 | ) | | | (192,169 | ) |
Proceeds from sale of property, plant | | | | | | | | | | | | |
and equipment, intangibles and investments | | | | | | | - | | | | 100 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | | | | | (110,315 | ) | | | (2,013 | ) |
Cosan Limited
Consolidated statement of cash flows
For the quarter ended March 31, 2015 and 2014
(In thousands of Brazilian Reais - R$)
Cash flows from financing activities | | | | | | | | | | | | |
Loans and borrowings raised | | | | | | | 705,479 | | | | 191,150 | |
Payment of principal and | | | | | | | | | | | | |
interest on loans and borrowings | | | | | | | (694,726 | ) | | | (733,829 | ) |
Interest paid | | | | | | | 167,633 | | | | 316,961 | |
Derivative financial instruments | | | | | | | 178,832 | | | | (30,997 | ) |
Dividends paid | | | | | | | (75,000 | ) | | | - | |
Proceeds from exercise of share options | | | | | | | - | | | | 4,592 | |
| | | | | | | | | | | | |
Net cash generated by | | | | | | | | | | | | |
(used in) financing activities | | | | | | | 282,218 | | | | (252,123 | ) |
| | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | | | | | 472,335 | | | | (9,674 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | | | | | | 1,649,340 | | | | 1,509,565 | |
Effects of exchange rate changes on cash held | | | | | | | 710 | | | | 5,436 | |
| | | | | | | | | | | | |
Cash and cash equivalents at ended of period | | | | | | | 2,122,385 | | | | 1,505,327 | |
| | | | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | | | |
Income taxes paid | | | | | | | (24,082 | ) | | | 27,874 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements. | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Cosan Limited (“Cosan”) was incorporated in Bermuda on April 30, 2007. Cosan’s class A common shares are traded on the New York Stock Exchange (NYSE) (ticker - CZZ). The BDRs (Brazilian Depositary Receipts) representing Cosan’s class A common shares are listed on the Brazilian Stock Exchange (BM&FBovespa) (ticker - CZLT33). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan. Cosan controls its subsidiaries Cosan S.A. Indústria e Comércio (“Cosan S.A.”), Cosan Logística S.A. (“Cosan Log”) through a 62.51 % interest. Cosan, Cosan S.A., Cosan Log and its subsidiaries are collectively referred to as the “Company”.
The Company’s primary activities are in the following business segments: (i) Piped natural gas distribution to part of the State of São Paulo through its subsidiary Companhia de Gás de São Paulo – COMGÁS (“COMGÁS”), which has been consolidated since November 2012; (ii) Logistics services including transportation, port loading and storage of sugar, through its indirect subsidiary Rumo Logística Operadora Multimodal S.A. (“Rumo”); (iii) Purchase, sale and leasing of agricultural land through its subsidiary, Radar Propriedades Agrícolas S.A. ("Radar"); (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 and corporate activities; and (v) other investments, in addition to the corporate structures of the Company (“Cosan’s other business”).
The Company also holds interests in two joint ventures ("JVs"): (i) Raízen Combustíveis S.A. (“Raízen Combustíveis”), a fuel distribution business, and (ii) Raízen Energia S.A. (“Raízen Energia”), which operates in the production and marketing of sugar, ethanol and energy cogeneration, produced from sugar cane bagasse.
On October 1, 2014 at the Extraordinary General Meeting (EGM), the Cosan S.A. shareholders’ approved the partial spin-off (the “Partial Spin-off”) of Cosan S.A. and merger of the spun-off portion into Cosan Log, composed of Cosan’s logistics operations. The Partial Spin-off seeks to segregate the Company’s activities in order to allow each business segment to focus on its sector, establishing suitable capital structures for each company. It also seeks to provide the market with greater transparency on each company’s performance, which will allow a better evaluation from shareholders and investors of the individual businesses permitting that resources be allocated in accordance with the shareholder’s interests and investment strategy. This partial spin-off that didn’t carry changes to the consolidated financial statements of Cosan Limited.
| 2.1 | Statement of compliance |
The interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), and in accordance with the regulations issued by the Brazilian Securities Commission - CVM applicable to the preparation of the Quarterly Information - ITR. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual consolidated financial statements as at and for the year ended December 31, 2014.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2014.
These consolidated interim financial statements were authorized for issue by the Board of Directors on April 29, 2015.
| 2.2 | Basis of consolidation |
The consolidated interim financial statements include the accounts of Cosan and its subsidiaries as are listed below:
| | Ownership percentage | |
| | March 31, 2015 | | | December 31, 2014 | |
Directly owned subsidiaries | | | | | | |
Cosan Logística S.A. | | | 62.51 | | | | 62.51 | |
Cosan S.A. Indústria e Comércio | | | 62.51 | | | | 62.51 | |
| | | | | | | | |
Interest of Cosan S.A. in its subsidiaries | | | | | | | | |
Águas da Ponte Alta S.A. | | | 65.00 | | | | 65.00 | |
Bioinvestments Negócios e Participações S.A. | | | 65.00 | | | | 65.00 | |
Comma Oil Chemicals Limited | | | 100.00 | | | | 100.00 | |
Companhia de Gás de São Paulo - COMGÁS | | | 60.69 | | | | 60.69 | |
Cosan Biomassa S.A. | | | 100.00 | | | | 100.00 | |
Cosan Cayman II Limited | | | 100.00 | | | | 100.00 | |
Cosan Global Limited | | | 100.00 | | | | 100.00 | |
Cosan Investimentos e Participações S.A. | | | 100.00 | | | | 100.00 | |
Cosan Lubes Investments Limited | | | 100.00 | | | | 100.00 | |
Cosan Lubrificantes e Especialidades S.A. | | | 100.00 | | | | 100.00 | |
Cosan Luxembourg S.A. | | | 100.00 | | | | 100.00 | |
Cosan Overseas Limited | | | 100.00 | | | | 100.00 | |
Cosan Paraguay S.A. | | | 100.00 | | | | 100.00 | |
Cosan US, Inc. | | | 100.00 | | | | 100.00 | |
Nova Agrícola Ponte Alta S.A. | | | 29.50 | | | | 29.50 | |
Nova Amaralina S.A. Propriedades Agrícolas | | | 29.50 | | | | 29.50 | |
Nova Santa Barbara Agrícola S.A. | | | 29.50 | | | | 29.50 | |
Pasadena Empreendimentos e Participações S.A. | | | 100.00 | | | | 100.00 | |
Proud Participações S.A. | | | 65.00 | | | | 65.00 | |
Radar II Propriedades Agrícolas S.A. | | | 65.00 | | | | 65.00 | |
Radar Propriedades Agrícolas S.A. | | | 29.50 | | | | 29.50 | |
Terras da Ponte Alta S.A. | | | 29.50 | | | | 29.50 | |
Vale da Ponte Alta S.A. | | | 65.00 | | | | 65.00 | |
| | | | | | | | |
Interest of Cosan Log in its subsidiaries | | | | | | | | |
Logispot Armazéns Gerais S.A. | | | 38.25 | | | | 38.25 | |
Rumo Logística Operadora Multimodal S.A. | | | 75.00 | | | | 75.00 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 2.3 | New standards and interpretations not yet adopted |
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after January 1, 2015, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Company, except the following:
| · | IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018. The Company will also consider the impact of the remaining phases of IFRS 9 when completed by the Board; |
| · | IFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The standard is effective for annual periods beginning on or after January 1, 2017. The standard replaces IAS 18 ‘Revenue’ and IAS 11 ‘Construction contracts’ and related interpretations. The Company is currently assessing the potential impacts of adopting IFRS 15. |
There are no other Standards or Interpretations that are not yet effective that would be expected to have a material impact on the Company.
| 2.4 | Correction of an error |
During 2014, the Company identified an immaterial mathematical error in the calculation of diluted earnings per share impacting the quarter ended March 31, 2014. The error consisted of a mathematical inaccurate calculation on the monetary effect of dilution on the profit attributable to shareholders of the parent.
The diluted earnings per share from continuing operations for the quarter ended March 31, 2014 was originally presented, in error, as R$ 0.41. The amount has being revised on the face of statement of profit or loss and other comprehensive and in the Note 20 as R$0.47.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Segment information
The following segment information is used by Cosan's senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions with regards to the allocation of resources. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Cosan evaluates the performance of its operating segments based on the measure of Earnings Before Interest Tax, Depreciation and Amortization (“EBITDA”). A reconciliation of EBITDA to profit (loss) is presented below.
Operating segments
| 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 technology; |
| II. | Raízen Combustíveis: distribution and marketing of fuels, mainly through a franchised network of service stations under the brand Shell and Esso throughout Brazil; |
| III. | COMGÁS: distribution of piped natural gas to part of the State of São Paulo (approximately 180 municipalities, including the region called Greater São Paulo) to customers in the industrial, residential, commercial, automotive, thermo generation and cogeneration sectors; |
| IV. | Cosan Log: logistics services for transport, storage and port loading of commodities, mainly for sugar products; |
| V. | Radar: management, buying, selling and leasing of agricultural; |
| VI. | Lubricants: production and distribution of lubricants under the Mobil brand in Brazil, Bolivia, Uruguay and Paraguay, as well as European and Asian market with a Comma trademark; Upon adoption of IFRS 11, whereby the Company no longer proportionally consolidates the results of Raízen Energia and Raízen Combustíveis, the Lubricants segment met the quantitative thresholds to be separately reportable, and the comparative segment information has been adjusted retroactively; and |
| | Other business: other investments, in addition to the corporate activities of the Company. |
Although Raízen Energia and Raízen Combustíveis are equity accounted joint-ventures and are no longer proportionally consolidated since adoption of IFRS 11, senior management continues to review segment information. A reconciliation of these segments is presented in the column “Deconsolidation IFRS 11”.
The following statement of financial position and profit or loss selected information by segment was prepared on the same basis as the accounting practices used in the preparation of consolidated information:
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | March 31, 2015 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Cosan Log | | | Other business | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan Energia | | | Cosan Log | |
|
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 3,080,040 | | | | 14,061,510 | | | | 1,534,064 | | | | 21,606 | | | | 379,843 | | | | 205,611 | | | | - | | | | (17,141,550 | ) | | | - | | | | 2,141,124 | | | | 1,935,513 | | | | 205,611 | |
Domestic market | | | 1,166,359 | | | | 14,061,510 | | | | 1,534,064 | | | | 21,606 | | | | 305,666 | | | | 176,847 | | | | - | | | | (15,227,869 | ) | | | - | | | | 2,038,183 | | | | 1,861,336 | | | | 176,847 | |
External market | | | 1,913,681 | | | | - | | | | - | | | | - | | | | 74,177 | | | | 28,764 | | | | - | | | | (1,913,681 | ) | | | - | | | | 102,941 | | | | 74,177 | | | | 28,764 | |
Gross profit | | | 459,213 | | | | 801,421 | | | | 379,387 | | | | 19,867 | | | | 91,268 | | | | 59,262 | | | | - | | | | (1,260,634 | ) | | | - | | | | 549,784 | | | | 490,522 | | | | 59,262 | |
Selling expenses | | | (149,073 | ) | | | (315,933 | ) | | | (154,521 | ) | | | - | | | | (64,805 | ) | | | - | | | | - | | | | 465,006 | | | | - | | | | (219,326 | ) | | | (219,326 | ) | | | - | |
General and administrative expenses | | | (140,651 | ) | | | (100,271 | ) | | | (86,596 | ) | | | (7,207 | ) | | | (16,147 | ) | | | (24,370 | ) | | | (45,492 | ) | | | 240,922 | | | | - | | | | (179,812 | ) | | | (140,878 | ) | | | (24,370 | ) |
Other income (expense), net | | | 39,099 | | | | 60,926 | | | | (2,080 | ) | | | 14,324 | | | | 160 | | | | (460 | ) | | | (111,268 | ) | | | (100,025 | ) | | | - | | | | (99,324 | ) | | | (98,864 | ) | | | (460 | ) |
Financial results | | | (238,303 | ) | | | 12,953 | | | | (73,957 | ) | | | 1,692 | | | | 3,768 | | | | (20,398 | ) | | | (169,528 | ) | | | 225,350 | | | | - | | | | (258,423 | ) | | | (284,713 | ) | | | (20,398 | ) |
Financial expense | | | (204,842 | ) | | | (38,955 | ) | | | (103,891 | ) | | | (354 | ) | | | (8,446 | ) | | | (10,323 | ) | | | (172,421 | ) | | | 243,797 | | | | 3,823 | | | | (291,612 | ) | | | (273,813 | ) | | | (10,323 | ) |
Financial income | | | 147,793 | | | | 37,777 | | | | 37,314 | | | | 2,070 | | | | 328 | | | | 5,652 | | | | 28,250 | | | | (185,570 | ) | | | (3,823 | ) | | | 69,791 | | | | 64,109 | | | | 5,652 | |
Foreign exchange losses, net | | | (605,426 | ) | | | (172,806 | ) | | | (242,512 | ) | | | (24 | ) | | | 2,614 | | | | (56,217 | ) | | | (295,695 | ) | | | 778,232 | | | | - | | | | (591,834 | ) | | | (568,545 | ) | | | (56,217 | ) |
Derivatives | | | 424,172 | | | | 186,937 | | | | 235,132 | | | | - | | | | 9,272 | | | | 40,490 | | | | 270,338 | | | | (611,109 | ) | | | - | | | | 555,232 | | | | 493,536 | | | | 40,490 | |
Equity in earnings of associates | | | (5,990 | ) | | | 4,048 | | | | - | | | | - | | | | (4,960 | ) | | | - | | | | 8,960 | | | | 1,942 | | | | (8,635 | ) | | | (4,635 | ) | | | (4,635 | ) | | | - | |
Equity in earnings of joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 157,772 | | | | - | | | | - | | | | 157,772 | | | | 157,772 | | | | - | |
Income tax expense benefit | | | 42,751 | | | | (144,976 | ) | | | (31,841 | ) | | | (3,344 | ) | | | (5,704 | ) | | | (4,833 | ) | | | 125,413 | | | | 102,225 | | | | - | | | | 79,691 | | | | 84,524 | | | | (4,833 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 7,046 | | | | 318,168 | | | | 30,392 | | | | 25,332 | | | | 3,580 | | | | 9,201 | | | | (34,143 | ) | | | (325,214 | ) | | | (8,635 | ) | | | 25,727 | | | | (15,598 | ) | | | 9,201 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 627,614 | | | | 139,333 | | | | 119,451 | | | | 245 | | | | 17,928 | | | | 26,653 | | | | 974 | | | | (766,947 | ) | | | - | | | | 165,251 | | | | 138,598 | | | | 26,653 | |
EBITDA | | | 830,212 | | | | 589,524 | | | | 255,641 | | | | 27,229 | | | | 23,444 | | | | 61,085 | | | | 10,946 | | | | (1,419,736 | ) | | | (8,635 | ) | | | 369,710 | | | | 323,189 | | | | 61,085 | |
Additions to PP&E, intangible | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and biological assets (cash) | | | 828,526 | | | | 239,699 | | | | 123,566 | | | | 668 | | | | 8,300 | | | | 30,989 | | | | 18,162 | | | | (1,068,225 | ) | | | - | | | | 181,685 | | | | 150,696 | | | | 30,989 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 7,046 | | | | 318,168 | | | | 30,392 | | | | 25,332 | | | | 3,580 | | | | 9,201 | | | | (34,143 | ) | | | (325,214 | ) | | | (8,635 | ) | | | 25,727 | | | | (15,598 | ) | | | 9,201 | |
Income tax and social contribution | | | (42,751 | ) | | | 144,976 | | | | 31,841 | | | | 3,344 | | | | 5,704 | | | | 4,833 | | | | (125,413 | ) | | | (102,225 | ) | | | - | | | | (79,691 | ) | | | (84,524 | ) | | | 4,833 | |
Financial result, net | | | 238,303 | | | | (12,953 | ) | | | 73,957 | | | | (1,692 | ) | | | (3,768 | ) | | | 20,398 | | | | 169,528 | | | | (225,350 | ) | | | - | | | | 258,423 | | | | 284,713 | | | | 20,398 | |
Depreciation and amortization | | | 627,614 | | | | 139,333 | | | | 119,451 | | | | 245 | | | | 17,928 | | | | 26,653 | | | | 974 | | | | (766,947 | ) | | | - | | | | 165,251 | | | | 138,598 | | | | 26,653 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 830,212 | | | | 589,524 | | | | 255,641 | | | | 27,229 | | | | 23,444 | | | | 61,085 | | | | 10,946 | | | | (1,419,736 | ) | | | (8,635 | ) | | | 369,710 | | | | 323,189 | | | | 61,085 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | March 31, 2014 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Rumo | | | Other business | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan Energia | | | Cosan Log | |
|
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 2,604,831 | | | | 13,010,956 | | | | 1,517,379 | | | | 63,552 | | | | 368,269 | | | | 207,934 | | | | 52 | | | | (15,615,787 | ) | | | - | | | | 2,157,186 | | | | 1,949,252 | | | | 207,934 | |
Domestic market | | | 992,920 | | | | 13,010,956 | | | | 1,517,379 | | | | 63,552 | | | | 294,185 | | | | 178,930 | | | | 52 | | | | (14,003,876 | ) | | | - | | | | 2,054,098 | | | | 1,875,168 | | | | 178,930 | |
External market | | | 1,611,911 | | | | - | | | | - | | | | - | | | | 74,084 | | | | 29,004 | | | | - | | | | (1,611,911 | ) | | | - | | | | 103,088 | | | | 74,084 | | | | 29,004 | |
Gross profit | | | 491,873 | | | | 670,295 | | | | 448,410 | | | | 25,244 | | | | 78,273 | | | | 84,403 | | | | 62 | | | | (1,162,168 | ) | | | - | | | | 636,392 | | | | 551,989 | | | | 84,403 | |
Selling expenses | | | (163,199 | ) | | | (283,468 | ) | | | (150,332 | ) | | | - | | | | (56,286 | ) | | | - | | | | - | | | | 446,667 | | | | - | | | | (206,618 | ) | | | (206,618 | ) | | | - | |
General and administrative expenses | | | (140,359 | ) | | | (105,135 | ) | | | (67,130 | ) | | | (8,350 | ) | | | (17,370 | ) | | | (19,974 | ) | | | (34,753 | ) | | | 245,494 | | | | - | | | | (147,577 | ) | | | (125,120 | ) | | | (19,974 | ) |
Other income (expense), net | | | 60,169 | | | | 101,760 | | | | (7,112 | ) | | | (23,045 | ) | | | 408 | | | | 6,702 | | | | (9,745 | ) | | | (161,929 | ) | | | - | | | | (32,792 | ) | | | (39,494 | ) | | | 25,291 | |
Financial results | | | 64,426 | | | | 661 | | | | (56,549 | ) | | | 3,145 | | | | 25,266 | | | | 3,853 | | | | (98,173 | ) | | | (65,087 | ) | | | - | | | | (122,458 | ) | | | (110,031 | ) | | | 3,853 | |
Financial expense | | | (128,398 | ) | | | (20,044 | ) | | | (71,389 | ) | | | (268 | ) | | | 42,683 | | | | (8,487 | ) | | | (151,120 | ) | | | 148,442 | | | | 3,116 | | | | (185,465 | ) | | | (172,660 | ) | | | (8,487 | ) |
Financial income | | | 65,911 | | | | 17,667 | | | | 15,459 | | | | 3,413 | | | | (207 | ) | | | 12,227 | | | | 20,576 | | | | (83,578 | ) | | | (3,116 | ) | | | 48,352 | | | | 35,503 | | | | 12,227 | |
Foreign exchange losses, net | | | 78,784 | | | | 32,882 | | | | 35,266 | | | | - | | | | (9,989 | ) | | | 113 | | | | 50,347 | | | | (111,666 | ) | | | - | | | | 75,737 | | | | 77,749 | | | | 113 | |
Derivatives | | | 48,129 | | | | (29,844 | ) | | | (35,885 | ) | | | - | | | | (7,221 | ) | | | - | | | | (17,976 | ) | | | (18,285 | ) | | | - | | | | (61,082 | ) | | | (50,623 | ) | | | - | |
Equity in earnings of associates | | | (10,363 | ) | | | 5,254 | | | | - | | | | - | | | | (1,298 | ) | | | - | | | | 146,823 | | | | 5,109 | | | | (146,714 | ) | | | (1,189 | ) | | | (1,189 | ) | | | - | |
Equity in earnings of joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 222,990 | | | | - | | | | - | | | | 222,990 | | | | 222,990 | | | | - | |
Income tax expense benefit | | | (96,089 | ) | | | (118,019 | ) | | | (58,963 | ) | | | (2,726 | ) | | | (20,792 | ) | | | (25,241 | ) | | | 48,160 | | | | 214,108 | | | | - | | | | (59,562 | ) | | | (34,319 | ) | | | (25,243 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 206,458 | | | | 271,348 | | | | 108,324 | | | | (5,732 | ) | | | 8,201 | | | | 49,743 | | | | 275,364 | | | | (477,806 | ) | | | (146,714 | ) | | | 289,186 | | | | 258,208 | | | | 68,330 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 495,854 | | | | 132,466 | | | | 118,168 | | | | 242 | | | | 19,517 | | | | 21,716 | | | | 736 | | | | (628,320 | ) | | | - | | | | 160,379 | | | | 138,663 | | | | 21,716 | |
EBITDA | | | 733,975 | | | | 521,172 | | | | 342,004 | | | | (5,909 | ) | | | 23,244 | | | | 92,847 | | | | 326,113 | | | | (1,255,147 | ) | | | (146,714 | ) | | | 631,585 | | | | 541,221 | | | | 111,436 | |
Additions to PP&E, intangible | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and biological assets (cash) | | | 1,009,050 | | | | 277,800 | | | | 155,810 | | | | 40 | | | | 5,916 | | | | 13,947 | | | | 16,456 | | | | (1,286,850 | ) | | | - | | | | 192,169 | | | | 178,222 | | | | 13,947 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 206,458 | | | | 271,348 | | | | 108,324 | | | | (5,732 | ) | | | 8,201 | | | | 49,743 | | | | 275,364 | | | | (477,806 | ) | | | (146,714 | ) | | | 289,186 | | | | 258,208 | | | | 68,330 | |
Income tax and social contribution | | | 96,089 | | | | 118,019 | | | | 58,963 | | | | 2,726 | | | | 20,792 | | | | 25,241 | | | | (48,160 | ) | | | (214,108 | ) | | | - | | | | 59,562 | | | | 34,319 | | | | 25,243 | |
Financial result, net | | | (64,426 | ) | | | (661 | ) | | | 56,549 | | | | (3,145 | ) | | | (25,266 | ) | | | (3,853 | ) | | | 98,173 | | | | 65,087 | | | | - | | | | 122,458 | | | | 110,031 | | | | (3,853 | ) |
Depreciation and amortization | | | 495,854 | | | | 132,466 | | | | 118,168 | | | | 242 | | | | 19,517 | | | | 21,716 | | | | 736 | | | | (628,320 | ) | | | - | | | | 160,379 | | | | 138,663 | | | | 21,716 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 733,975 | | | | 521,172 | | | | 342,004 | | | | (5,909 | ) | | | 23,244 | | | | 92,847 | | | | 326,113 | | | | (1,255,147 | ) | | | (146,714 | ) | | | 631,585 | | | | 541,221 | | | | 111,436 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | March 31, 2015 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Cosan Log | | | Other business | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan Energia | | | Cosan Log | |
|
|
Statement of financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 3,795,287 | | | | 232,943 | | | | 1,328,237 | | | | 1,120 | | | | 62,442 | | | | 251,101 | | | | 479,485 | | | | (4,028,230 | ) | | | - | | | | 2,122,385 | | | | 1,861,592 | | | | 251,101 | |
Investment securities | | | - | | | | - | | | | - | | | | 159,200 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 159,200 | | | | 159,200 | | | | - | |
Trade receivables | | | 331,638 | | | | 1,273,536 | | | | 570,125 | | | | 21,802 | | | | 193,672 | | | | 22,776 | | | | 241 | | | | (1,605,174 | ) | | | - | | | | 808,616 | | | | 785,840 | | | | 22,776 | |
Inventories | | | 357,881 | | | | 1,079,085 | | | | 126,280 | | | | - | | | | 191,508 | | | | 6,911 | | | | 2 | | | | (1,436,966 | ) | | | - | | | | 324,701 | | | | 317,790 | | | | 6,911 | |
Other current assets | | | 2,092,496 | | | | 722,419 | | | | 219,110 | | | | 36,598 | | | | 53,777 | | | | 22,365 | | | | 378,991 | | | | (2,814,915 | ) | | | (70,121 | ) | | | 640,720 | | | | 612,665 | | | | 22,365 | |
Other non-current assets | | | 2,895,315 | | | | 2,683,782 | | | | 717,010 | | | | 20,486 | | | | (213,107 | ) | | | 584,932 | | | | 3,073,276 | | | | (5,579,097 | ) | | | (7,984 | ) | | | 4,174,613 | | | | 3,589,675 | | | | 584,932 | |
Investment in associates | | | 210,586 | | | | 258,977 | | | | - | | | | - | | | | 13,222 | | | | - | | | | 11,870,159 | | | | (469,563 | ) | | | (11,747,689 | ) | | | 135,692 | | | | 127,197 | | | | - | |
Investment in joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,506,759 | | | | - | | | | - | | | | 8,506,759 | | | | 8,515,254 | | | | - | |
Biological assets | | | 1,959,859 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,959,859 | ) | | | - | | | | - | | | | - | | | | - | |
Investment property | | | - | | | | - | | | | - | | | | 2,649,976 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,649,976 | | | | 2,649,976 | | | | - | |
Property, plant and equipment | | | 10,466,223 | | | | 2,460,249 | | | | - | | | | 11,386 | | | | 224,571 | | | | 1,139,393 | | | | 135,013 | | | | (12,926,472 | ) | | | - | | | | 1,510,363 | | | | 370,970 | | | | 1,139,393 | |
Intangible assets and goodwill | | | 3,287,923 | | | | 4,314,179 | | | | 8,598,286 | | | | 499 | | | | 811,561 | | | | 848,892 | | | | 7,274 | | | | (7,602,102 | ) | | | - | | | | 10,266,512 | | | | 9,417,620 | | | | 848,892 | |
Loans and borrowings | | | (10,381,777 | ) | | | (1,492,950 | ) | | | (3,407,733 | ) | | | - | | | | (362,932 | ) | | | (1,119,754 | ) | | | (4,969,834 | ) | | | 11,874,727 | | | | - | | | | (9,860,253 | ) | | | (8,384,823 | ) | | | (1,119,754 | ) |
Trade payables | | | (568,296 | ) | | | (762,638 | ) | | | (1,084,420 | ) | | | (889 | ) | | | (102,905 | ) | | | (181,752 | ) | | | (3,953 | ) | | | 1,330,934 | | | | - | | | | (1,373,919 | ) | | | (1,192,167 | ) | | | (181,752 | ) |
Employee benefits payable | | | (321,116 | ) | | | (103,558 | ) | | | (35,274 | ) | | | (3,383 | ) | | | (12,547 | ) | | | (14,578 | ) | | | (11,314 | ) | | | 424,674 | | | | - | | | | (77,096 | ) | | | (62,518 | ) | | | (14,578 | ) |
Other current liabilities | | | (773,824 | ) | | | (1,290,495 | ) | | | (98,303 | ) | | | (17,857 | ) | | | (83,362 | ) | | | (70,997 | ) | | | (191,490 | ) | | | 2,064,319 | | | | 68,690 | | | | (393,319 | ) | | | (346,461 | ) | | | (70,997 | ) |
Other non-current liabilities | | | (2,876,438 | ) | | | (2,618,916 | ) | | | (1,030,664 | ) | | | (94,668 | ) | | | (167,134 | ) | | | (226,651 | ) | | | (4,701,255 | ) | | | 5,495,354 | | | | 9,415 | | | | (6,210,957 | ) | | | (5,984,306 | ) | | | (226,651 | ) |
Total assets (net of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
liabilities) allocated by segment | | | 10,475,757 | | | | 6,756,613 | | | | 5,902,654 | | | | 2,784,270 | | | | 608,766 | | | | 1,262,638 | | | | 14,573,354 | | | | (17,232,370 | ) | | | (11,747,689 | ) | | | 13,383,993 | | | | 12,437,504 | | | | 1,262,638 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 25,397,208 | | | | 13,025,170 | | | | 11,559,048 | | | | 2,901,067 | | | | 1,337,646 | | | | 2,876,370 | | | | 24,451,200 | | | | (38,422,378 | ) | | | (11,825,794 | ) | | | 31,299,537 | | | | 28,407,779 | | | | 2,876,370 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | December 31, 2014 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Cosan Log | | | Other business | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan Energia | | | Cosan Log | |
|
|
Statement of financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 2,643,950 | | | | 173,470 | | | | 973,708 | | | | 6,011 | | | | 39,810 | | | | 86,487 | | | | 543,324 | | | | (2,817,420 | ) | | | - | | | | 1,649,340 | | | | 1,540,192 | | | | 86,487 | |
Investment securities | | | - | | | | - | | | | - | | | | 149,735 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 149,735 | | | | 149,735 | | | | - | |
Trade receivables | | | 620,300 | | | | 1,920,778 | | | | 605,483 | | | | 22,214 | | | | 194,486 | | | | 42,685 | | | | 241 | | | | (2,541,078 | ) | | | - | | | | 865,109 | | | | 822,424 | | | | 42,685 | |
Inventories | | | 2,315,907 | | | | 1,128,771 | | | | 125,406 | | | | - | | | | 222,486 | | | | 5,817 | | | | 11 | | | | (3,444,678 | ) | | | - | | | | 353,720 | | | | 347,903 | | | | 5,817 | |
Other current assets | | | 2,680,822 | | | | 521,630 | | | | 137,360 | | | | 31,052 | | | | 31,831 | | | | 24,500 | | | | 387,299 | | | | (3,202,452 | ) | | | (64,839 | ) | | | 547,203 | | | | 548,134 | | | | 24,500 | |
Other non-current assets | | | 1,954,196 | | | | 2,023,355 | | | | 591,135 | | | | 15,538 | | | | (190,806 | ) | | | 480,989 | | | | 2,341,574 | | | | (3,977,551 | ) | | | (6,610 | ) | | | 3,231,820 | | | | 2,740,611 | | | | 480,989 | |
Investment in associates | | | 209,205 | | | | 256,729 | | | | - | | | | - | | | | 16,032 | | | | - | | | | 11,916,471 | | | | (465,934 | ) | | | (11,801,826 | ) | | | 130,677 | | | | 130,678 | | | | - | |
Investment in joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,404,503 | | | | - | | | | - | | | | 8,404,503 | | | | 8,404,503 | | | | - | |
Biological assets | | | 1,828,304 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,828,304 | ) | | | - | | | | - | | | | - | | | | - | |
Investment property | | | - | | | | - | | | | - | | | | 2,641,978 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,641,978 | | | | 2,641,978 | | | | - | |
Property, plant and equipment | | | 9,848,969 | | | | 2,464,316 | | | | - | | | | 11,288 | | | | 221,466 | | | | 1,084,455 | | | | 118,681 | | | | (12,313,285 | ) | | | - | | | | 1,435,890 | | | | 351,435 | | | | 1,084,455 | |
Intangible assets and goodwill | | | 3,288,709 | | | | 4,267,514 | | | | 8,595,251 | | | | 173 | | | | 824,277 | | | | 860,253 | | | | 6,419 | | | | (7,556,223 | ) | | | - | | | | 10,286,373 | | | | 9,426,120 | | | | 860,253 | |
Loans and borrowings | | | (10,377,585 | ) | | | (1,557,782 | ) | | | (3,133,347 | ) | | | - | | | | (261,166 | ) | | | (784,709 | ) | | | (4,323,418 | ) | | | 11,935,367 | | | | - | | | | (8,502,640 | ) | | | (7,397,602 | ) | | | (784,709 | ) |
Trade payables | | | (636,619 | ) | | | (529,990 | ) | | | (848,770 | ) | | | (790 | ) | | | (118,784 | ) | | | (141,289 | ) | | | (2,826 | ) | | | 1,166,609 | | | | - | | | | (1,112,459 | ) | | | (971,170 | ) | | | (141,289 | ) |
Employee benefits payable | | | (252,219 | ) | | | (66,799 | ) | | | (58,955 | ) | | | (5,336 | ) | | | (15,437 | ) | | | (19,302 | ) | | | (21,387 | ) | | | 319,018 | | | | - | | | | (120,417 | ) | | | (101,115 | ) | | | (19,302 | ) |
Other current liabilities | | | (1,103,934 | ) | | | (2,074,917 | ) | | | (122,981 | ) | | | (20,783 | ) | | | (100,853 | ) | | | (89,787 | ) | | | (411,046 | ) | | | 3,178,851 | | | | 63,735 | | | | (681,715 | ) | | | (616,590 | ) | | | (89,787 | ) |
Other non-current liabilities | | | (2,598,243 | ) | | | (1,931,298 | ) | | | (992,028 | ) | | | (93,552 | ) | | | (193,082 | ) | | | (221,851 | ) | | | (4,297,020 | ) | | | 4,529,541 | | | | 7,722 | | | | (5,789,811 | ) | | | (5,567,961 | ) | | | (221,851 | ) |
Total assets (net of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
liabilities) allocated by segment | | | 10,421,762 | | | | 6,595,777 | | | | 5,872,262 | | | | 2,757,528 | | | | 670,260 | | | | 1,328,248 | | | | 14,662,827 | | | | (17,017,539 | ) | | | (11,801,818 | ) | | | 13,489,307 | | | | 12,449,276 | | | | 1,328,248 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 25,390,362 | | | | 12,756,563 | | | | 11,028,343 | | | | 2,877,989 | | | | 1,359,582 | | | | 2,585,186 | | | | 23,718,523 | | | | (38,146,925 | ) | | | (11,873,275 | ) | | | 29,696,348 | | | | 27,103,713 | | | | 2,585,186 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Net sales by segment:
| | March 31, 2015 | | | March 31, 2014 | |
Raízen Energia | | | | | | |
Ethanol | | | 1,626,484 | | | | 1,321,277 | |
Sugar | | | 1,408,329 | | | | 1,225,469 | |
Cogeneration | | | 12,686 | | | | 27,266 | |
Other | | | 32,541 | | | | 30,819 | |
| | | 3,080,040 | | | | 2,604,831 | |
Raízen Combustíveis | | | | | | | | |
Fuels | | | 14,061,510 | | | | 13,010,956 | |
| | | 14,061,510 | | | | 13,010,956 | |
COMGÁS | | | | | | | | |
Industrial | | | 1,027,851 | | | | 1,025,427 | |
Residential | | | 120,857 | | | | 112,176 | |
Thermo generation | | | 115,109 | | | | 87,595 | |
Cogeneration | | | 65,972 | | | | 63,834 | |
Automotive | | | 45,038 | | | | 46,796 | |
Commercial | | | 61,609 | | | | 55,457 | |
Construction revenue | | | 90,381 | | | | 117,641 | |
Other | | | 7,247 | | | | 8,453 | |
| | | 1,534,064 | | | | 1,517,379 | |
Radar | | | | | | | | |
Property sales | | | 1,879 | | | | 45,590 | |
Land lease | | | 16,986 | | | | 16,128 | |
Other | | | 2,741 | | | | 1,834 | |
| | | 21,606 | | | | 63,552 | |
Lubricants | | | | | | | | |
Lubricants | | | 309,708 | | | | 319,188 | |
Basic oil | | | 37,455 | | | | 46,023 | |
Other | | | 32,680 | | | | 3,058 | |
| | | 379,843 | | | | 368,269 | |
| | | | | | | | |
Cosan's other business | | | - | | | | 52 | |
| | | | | | | | |
IFRS 11 - Deconsolidated of | | | | | | | | |
adjustments/eliminations joint | | | | | | | | |
ventures and eliminations | | | (17,141,550 | ) | | | (15,615,787 | ) |
| | | | | | | | |
Cosan Energia | | | 1,935,513 | | | | 1,949,252 | |
| | | | | | | | |
Cosan Log | | | | | | | | |
Logistics | | | 46,552 | | | | 154,947 | |
Port handling | | | 156,028 | | | | 49,428 | |
Other | | | 3,031 | | | | 3,559 | |
| | | 205,611 | | | | 207,934 | |
| | | | | | | | |
Total | | | 2,141,124 | | | | 2,157,186 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
4 | Cash and cash equivalents |
| | March 31, 2015 | | | December 31, 2014 | |
Brazilian Reais | | | | | | |
Cash and bank deposits | | | 61,480 | | | | 57,703 | |
Short-term investments | | | 1,975,444 | | | | 1,496,620 | |
| | | 2,036,924 | | | | 1,554,323 | |
| | | | | | | | |
U.S. Dollars and Pound Sterling | | | | | | | | |
Cash and bank deposits | | | 85,461 | | | | 95,017 | |
| | | 85,461 | | | | 95,017 | |
| | | | | | | | |
| | | 2,122,385 | | | | 1,649,340 | |
Short-term investments are mainly comprised of exclusive funds as presented below:
| | March 31, 2015 | | | December 31, 2014 | |
Exclusive funds | | | | | | |
Repurchase agreements(i) | | | 624,182 | | | | 423,535 | |
Bank certificate of deposits - CDB(ii) | | | 178,666 | | | | 87,646 | |
| | | 802,848 | | | | 511,181 | |
| | | | | | | | |
Bank investments | | | | | | | | |
Repurchase agreements(i) | | | 1,060,713 | | | | 222,570 | |
Bank certificate of deposits - CDB(ii) | | | 111,883 | | | | 762,869 | |
| | | 1,172,596 | | | | 985,439 | |
| | | | | | | | |
| | | 1,975,444 | | | | 1,496,620 | |
| (i) | These refer to purchases of assets, mainly government securities, with the commitment to repurchase at a rate previously established by the parties, generally with a one-day term. |
| (ii) | These refer mainly to Bank Deposit Certificates - CDBs, issued by Brazilian financial institutions with original maturities of 90 days or less or for which there are no penalties or other restrictions for early redemption. |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | March 31, 2015 | | | December 31, 2014 | |
Domestic - Brazilian Reais | | | 1,382,630 | | | | 1,369,013 | |
Export - Foreign currency | | | 21,908 | | | | 25,323 | |
Allowance for doubtful accounts | | | (53,767 | ) | | | (48,235 | ) |
| | | | | | | | |
| | | 1,350,771 | | | | 1,346,101 | |
| | | | | | | | |
Current | | | 808,616 | | | | 865,109 | |
Non-current(i) | | | 542,155 | | | | 480,992 | |
| (i) | As of March 31, 2015, Rumo had an account receivable due from ALL of R$ 509,695 (R$ 446,693 at December 31, 2014) reflecting contractual revenue recognized in accordance with IAS 18 - Revenue. |
| | March 31, 2015 | | | December 31, 2014 | |
Receivable from ExxonMobil(i) | | | 338,528 | | | | 332,405 | |
Receivable from sale of | | | | | | | | |
discontinued operations(ii) | | | 111,274 | | | | 107,775 | |
| | | 449,802 | | | | 440,180 | |
| | | | | | | | |
Current | | | 71,730 | | | | 69,683 | |
Non-current | | | 378,072 | | | | 370,497 | |
| (i) | Reimbursement right for tax refinancing scheme from ExxonMobil. On June 28, 2011, CLE, the successor entity of Esso Brasileira de Petróleo Ltda. ("Essobrás"), joined the Brazilian Government's tax amnesty and refinancing program (“REFIS”) upon request of its prior owner, ExxonMobil Brasil Holdings B.V. ("ExxonMobil"); |
| (ii) | As at March 31, 2015, R$ 111,274 is receivable from Camil Alimentos SA (“Camil”), to be paid in two remaining installments, R$ 71,730 on October 31, 2015 and R$ 39,544 on October 24, 2016. The fair value of the receivable is similar to the carrying amount as the receivable is inflation indexed. |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| a) | Receivables from and payables to related parties: |
| | March 31, 2015 | | | December 31, 2014 | |
Current assets | | | | | | |
Commercial operations | | | | | | |
Raízen Energia S.A. | | | 26,450 | | | | 23,229 | |
Raízen Combustíveis S.A. | | | 2,568 | | | | 2,576 | |
Aguassanta Participações S.A. | | | 6,338 | | | | 6,340 | |
Other | | | 762 | | | | 556 | |
| | | 36,118 | | | | 32,701 | |
Corporate operation / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 1,881 | | | | 3,388 | |
| | | 1,881 | | | | 3,388 | |
��Financial operations | | | | | | | | |
Raízen Combustíveis S.A. | | | 1,312 | | | | 1,319 | |
Rezende Barbosa Group | | | 173 | | | | 949 | |
| | | 1,485 | | | | 2,268 | |
| | | | | | | | |
| | | 39,484 | | | | 38,357 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Receivables under the | | | | | | | | |
framework agreement | | | | | | | | |
Raízen Energia S.A. | | | 89,763 | | | | 104,984 | |
Raízen Combustíveis S.A. | | | - | | | | 15,126 | |
| | | 89,763 | | | | 120,110 | |
Financial operations | | | | | | | | |
Rezende Barbosa Group | | | 84,995 | | | | 84,996 | |
Other | | | 198 | | | | 4 | |
| | | 85,193 | | | | 85,000 | |
Corporate operation | | | | | | | | |
Tellus Brasil Participações Ltda. | | | 10,562 | | | | - | |
Novvi Limited Liability Company | | | 8,966 | | | | 7,417 | |
| | | 19,528 | | | | 7,417 | |
| | | | | | | | |
| | | 194,484 | | | | 212,527 | |
| | | | | | | | |
Total | | | 233,968 | | | | 250,884 | |
| | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Commercial operations | | | | | | | | |
Shell Brazil Holding B.V. | | | - | | | | 3,820 | |
Raízen Energia S.A. | | | 23,319 | | | | 25,926 | |
Raízen Combustíveis S.A. | | | 1,184 | | | | 1,283 | |
Other | | | 314 | | | | 96 | |
| | | 24,817 | | | | 31,125 | |
| | | | | | | | |
| | | | | | | | |
Corporate operations / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 63,510 | | | | 94,892 | |
Raízen Combustíveis S.A. | | | 11,162 | | | | 11,402 | |
| | | 74,672 | | | | 106,294 | |
Financial operations | | | | | | | | |
Other | | | (2,912 | ) | | | 22 | |
| | | (2,912 | ) | | | 22 | |
| | | | | | | | |
Total | | | 96,577 | | | | 137,441 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Related party transactions: |
| | March 31, 2015 | | | March 31, 2014 | |
Sales of goods and services | | | | | | |
Raízen Energia S.A. | | | 95,741 | | | | 93,571 | |
Other | | | - | | | | 14 | |
| | | 95,741 | | | | 93,585 | |
Purchase of goods / Inputs | | | | | | | | |
Raízen Energia S.A. | | | - | | | | (1 | ) |
Raízen Combustíveis S.A. | | | (12 | ) | | | (364 | ) |
| | | (12 | ) | | | (365 | ) |
Land lease | | | | | | | | |
Raízen Energia S.A. | | | 14,502 | | | | - | |
| | | 14,502 | | | | - | |
Shared income (expense) | | | | | | | | |
Aguassanta Participações S.A. | | | 106 | | | | 106 | |
Raízen Energia S.A. | | | (22,734 | ) | | | (3,520 | ) |
| | | (22,628 | ) | | | (3,414 | ) |
Financial result | | | | | | | | |
Raízen Energia S.A. | | | 810 | | | | 616 | |
Rezende Barbosa Group | | | 9 | | | | 167 | |
Aldwich Temple Venture Capital Ltd. | | | (81 | ) | | | (66 | ) |
Other | | | (48 | ) | | | 53 | |
| | | 690 | | | | 770 | |
| | | | | | | | |
Total | | | 88,293 | | | | 90,576 | |
| c) | Officers’ and directors’ compensation |
| | March 31, 2015 | | | March 31, 2014 | |
Regular compensation | | | 14,215 | | | | 6,945 | |
Stock option expense | | | 2,929 | | | | 2,563 | |
Bonuses and other variable compensation | | | 8,152 | | | | 6,346 | |
| | | | | | | | |
| | | 25,296 | | | | 15,854 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
8 | Investment in associates |
| a) | Information on associates of the Company and the Company´s ownership: |
| | Tellus Brasil Participações S.A. | | | Novvi Limited Liability Company | | | Janus Brasil Participações S.A. | | | Vertical UK LLP | | | Other | | | Total | |
Shares issued by the associate | | | 65,957,282 | | | | 200,002 | | | | 1,364,827 | | | | - | | | | - | | | | |
Shares held by Cosan | | | 33,638,214 | | | | 100,001 | | | | 689,685 | | | | - | | | | - | | | | |
Cosan ownership interest | | | 51.00 | % | | | 50.00 | % | | | 51.00 | % | | | 50.00 | % | | | - | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (losses) of | | | | | | | | | | | | | | | | | | | | | | | |
associates at March 31, 2014 | | | 446 | | | | (1,298 | ) | | | - | | | | 666 | | | | (1,003 | ) | | | (1,189 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 94,417 | | | | 14,522 | | | | 13,063 | | | | 6,512 | | | | 2,163 | | | | 130,677 | |
Equity in earnings (losses) of associates | | | 2,539 | | | | (4,950 | ) | | | (23 | ) | | | (1,719 | ) | | | (482 | ) | | | (4,635 | ) |
Other comprehensive income (losses) | | | (429 | ) | | | 3,765 | | | | - | | | | 1,359 | | | | - | | | | 4,695 | |
Capital increase | | | (5,333 | ) | | | - | | | | 11,422 | | | | - | | | | 5 | | | | 6,094 | |
Other | | | - | | | | - | | | | - | | | | 560 | | | | (1,699 | ) | | | (1,139 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2015 | | | 91,194 | | | | 13,337 | | | | 24,462 | | | | 6,712 | | | | (13 | ) | | | 135,692 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Information on the non-controlling interests in subsidiaries of the Company: |
| | Cosan S.A. Indústria e Comércio S.A. | | | Companhia de Gás de São Paulo - "COMGÁS" | | | Cosan Logística S.A. | | | Rumo Logística Operadora Multimodal S.A. | | | Logispot Armazéns Gerais S.A. | | | Radar Propriedades Agrícolas S.A. | | | Radar II Propriedades Agrícolas S.A. | | | Elimination of participation Radar II in Radar | | | Total | |
Shares issued by investee | | | 407,214,353 | | | | 121,870,985 | | | | 405,856,814 | | | | 956,917 | | | | 2,040,816 | | | | 21,148,989 | | | | 830,690,258 | | | | - | | | | |
Shares held by non-controlling shareholders | | | 252,444,538 | | | | 47,909,318 | | | | 152,153,491 | | | | 239,229 | | | | 1,000,000 | | | | 17,147,822 | | | | 290,710,861 | | | | - | | | | |
Non-controlling interest | | | 37.49 | % | | | 39.31 | % | | | 37.49 | % | | | 25.00 | % | | | 49.00 | % | | | 81.08 | % | | | 35.00 | % | | | - | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (losses) at March 31, 2014 | | | 99,250 | | | | 43,275 | | | | - | | | | 12,491 | | | | (221 | ) | | | (3,934 | ) | | | (590 | ) | | | 806 | | | | 151,077 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 3,653,052 | | | | 2,111,578 | | | | (106 | ) | | | 323,636 | | | | 37,066 | | | | 1,680,612 | | | | 337,743 | | | | (498,832 | ) | | | 7,644,749 | |
Equity in earnings (losses) | | | (16,377 | ) | | | 11,948 | | | | 2,832 | | | | 1,647 | | | | - | | | | 13,271 | | | | 2,867 | | | | - | | | | 16,188 | |
Other comprehensive income | | | 34 | | | | - | | | | - | | | | - | | | | - | | | | 914 | | | | 80 | | | | - | | | | 1,028 | |
Dividends | | | - | | | | - | | | | - | | | | (75,000 | ) | | | - | | | | - | | | | - | | | | - | | | | (75,000 | ) |
Other | | | 1,028 | | | | 72 | | | | - | | | | 70 | | | | - | | | | - | | | | - | | | | (72 | ) | | | 1,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2015 | | | 3,637,737 | | | | 2,123,598 | | | | 2,726 | | | | 250,353 | | | | 37,066 | | | | 1,694,797 | | | | 340,690 | | | | (498,904 | ) | | | 7,588,063 | |
| c) | Information of the subsidiaries |
It is important to stress out that COMGÁS is currently going through a fee cycle revision process. The completion date of COMGÁS 2014-2019 cycle revision process, which was predicted to occur initially at the end of May 2014, was postponed to the end of May 2015 by ARSESP by means of Decisions no. 494, of May 27, 2014, and no. 533, of December 10, 2014. COMGÁS waits information from the agency about the next tariff revision process stages.
On March 31, 2015, the subsidiary COMGÁS has a regulatory accounts receivable in the amount of R$ 292,537 (R$ 242,654 on December 31, 2014) related differences between the actual cost of gas incurred, paid by COMGÁS and the cost of gas included and charged of customers in accordance with tariff structure defined by ARSESP. During the quarter, the net movement of gas cost was R$ 43,446 and the update by the SELIC rate was R$ 6,432.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
9 | Investment in joint ventures |
Changes to investments in joint ventures were as follows:
| | Raízen Combustíveis S.A. | | | Raízen Energia S.A. | | | Total | |
Shares issued by investee | | | 3,303,168,484 | | | | 5,902,595,634 | | | | |
Shares held by Cosan | | | 1,651,584,242 | | | | 2,951,297,817 | | | | |
Cosan ownership interest | | | 50.00 | % | | | 50.00 | % | | | |
| | | | | | | | | | | |
Equity in earnings of | | | | | | | | | | | |
joint ventures at March 31, 2014 | | | 111,983 | | | | 111,007 | | | | 222,990 | |
| | | | | | | | | | | | |
At December 31, 2014 | | | 3,218,466 | | | | 5,186,037 | | | | 8,404,503 | |
Equity in earnings of joint ventures | | | 152,765 | | | | 5,007 | | | | 157,772 | |
Other comprehensive income | | | - | | | | 21,984 | | | | 21,984 | |
Dividends | | | (77,500 | ) | | | - | | | | (77,500 | ) |
| | | | | | | | | | | | |
At March 31, 2015 | | | 3,293,731 | | | | 5,213,028 | | | | 8,506,759 | |
The statement of financial position and statement of profit or loss of the joint ventures are disclosed in Note 3, Segments.
The cash flows and comprehensive income of the joint ventures are presented below:
| | Raízen Energia S.A. | | | Raízen Combustíveis S.A. | |
| | March 31, 2015 | | | March 31, 2014 | | | March 31, 2015 | | | March 31, 2014 | |
Cash flow | | | | | | | | | | | | |
Operating activities | | | 2,884,277 | | | | 1,829,954 | | | | 747,927 | | | | 997,678 | |
Investing activities | | | (829,676 | ) | | | (1,007,923 | ) | | | (104,107 | ) | | | (323,134 | ) |
Financing activities | | | (903,264 | ) | | | (109,499 | ) | | | (584,347 | ) | | | (436,930 | ) |
| | | | | | | | | | | | | | | | |
Increase in cash | | | | | | | | | | | | | | | | |
and cash equivalents | | | 1,151,337 | | | | 712,532 | | | | 59,473 | | | | 237,614 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income | | | 51,016 | | | | 91,484 | | | | 318,168 | | | | 271,498 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
10 | Assets held for sale and investment property |
| | Investment property | | | Assets held for sale | | | Total | |
At December 31, 2014 | | | 2,641,978 | | | | 25,089 | | | | 2,667,067 | |
Change in fair value | | | 16,755 | | | | (2,435 | ) | | | 14,320 | |
Transfers | | | (8,757 | ) | | | 8,757 | | | | - | |
Disposals | | | - | | | | (1,738 | ) | | | (1,738 | ) |
| | | | | | | | | | | | |
At March 31, 2015 | | | 2,649,976 | | | | 29,673 | | | | 2,679,649 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
11 | Property, plant and equipment |
| | Land, buildings and improvements | | | Machinery, equipment and facilities | | | Railcars and locomotives | | | Construction in progress | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 514,857 | | | | 450,089 | | | | 519,993 | | | | 255,317 | | | | 37,602 | | | | 1,777,858 | |
Additions | | | - | | | | 1,374 | | | | - | | | | 94,151 | | | | - | | | | 95,525 | |
Transfers(i) | | | 11,159 | | | | 10,754 | | | | (1 | ) | | | (25,815 | ) | | | 1,834 | | | | (2,069 | ) |
At March 31, 2015 | | | 526,016 | | | | 462,217 | | | | 519,992 | | | | 323,653 | | | | 39,436 | | | | 1,871,314 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | (103,615 | ) | | | (165,904 | ) | | | (55,688 | ) | | | - | | | | (16,761 | ) | | | (341,968 | ) |
Additions | | | (3,931 | ) | | | (9,816 | ) | | | (4,015 | ) | | | - | | | | (1,221 | ) | | | (18,983 | ) |
Transfers | | | (20 | ) | | | 16 | | | | - | | | | - | | | | 4 | | | | - | |
At March 31, 2015 | | | (107,566 | ) | | | (175,704 | ) | | | (59,703 | ) | | | - | | | | (17,978 | ) | | | (360,951 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 411,242 | | | | 284,185 | | | | 464,305 | | | | 255,317 | | | | 20,841 | | | | 1,435,890 | |
At March 31, 2015 | | | 418,450 | | | | 286,513 | | | | 460,289 | | | | 323,653 | | | | 21,458 | | | | 1,510,363 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(i) The balance of transfers relates to amounts reclassified to intangible assets. | |
Capitalization of borrowing costs
Capitalized borrowing costs for the quarter ended March 31, 2015 amounted to R$ 1,401 (R$ 1,978 for the quarter ended March 31, 2014). The weighted average interest rate used to capitalize interest on the balance of construction in progress, was 6.00% p.a. ended March 31, 2015 (5.92% p.a. for the quarter ended March 31, 2014).
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Goodwill | | | Gas distribution concession - COMGÁS | | | Improvements to public concessions and operating licenses | | | Trademarks | | | Customer relationships | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 703,956 | | | | 8,790,010 | | | | 898,520 | | | | 252,474 | | | | 862,324 | | | | 228,097 | | | | 11,735,381 | |
Additions | | | - | | | | 94,792 | | | | - | | | | - | | | | 25,820 | | | | 4,793 | | | | 125,405 | |
Disposals | | | - | | | | (3,484 | ) | | | - | | | | - | | | | (878 | ) | | | - | | | | (4,362 | ) |
Transfers(i) | | | - | | | | 134 | | | | 32 | | | | - | | | | (134 | ) | | | 2,037 | | | | 2,069 | |
At March 31, 2015 | | | 703,956 | | | | 8,881,452 | | | | 898,552 | | | | 252,474 | | | | 887,132 | | | | 234,927 | | | | 11,858,493 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | - | | | | (636,730 | ) | | | (142,833 | ) | | | (136,962 | ) | | | (425,282 | ) | | | (107,201 | ) | | | (1,449,008 | ) |
Additions | | | - | | | | (80,411 | ) | | | (11,402 | ) | | | (5,707 | ) | | | (38,982 | ) | | | (9,907 | ) | | | (146,409 | ) |
Disposals | | | - | | | | 3,041 | | | | - | | | | - | | | | 382 | | | | 13 | | | | 3,436 | |
At March 31, 2015 | | | - | | | | (714,100 | ) | | | (154,235 | ) | | | (142,669 | ) | | | (463,882 | ) | | | (117,095 | ) | | | (1,591,981 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 703,956 | | | | 8,153,280 | | | | 755,687 | | | | 115,512 | | | | 437,042 | | | | 120,896 | | | | 10,286,373 | |
At March 31, 2015 | | | 703,956 | | | | 8,167,352 | | | | 744,317 | | | | 109,805 | | | | 423,250 | | | | 117,832 | | | | 10,266,512 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) The balance of transfers relates to amounts reclassified from property, plant and equipment. | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Capitalization of borrowing costs
Capitalized borrowing costs ended March 31, 2015, amounted to R$ 4,545 (R$ 4,452 for the quarter ended March 31, 2014). The weighted average interest rate used to capitalize borrowing costs on the balance of construction in progress, was 12.37% p.a. ended March 31, 2015 (9.62% p.a. for the quarter ended March 31, 2014).
Intangible assets (excluding goodwill) | | Annual rate of amortization - % | | | March 31, 2015 | | | December 31, 2014 | |
Gas distribution concession - COMGÁS(i) | | Concession term | | | | 8,167,352 | | | | 8,153,279 | |
Improvements to public rail concessions(ii) | | Concession term | | | | 496,801 | | | | 505,237 | |
Operating license for port terminal(iii) | | | 4.00 | | | | 247,516 | | | | 250,450 | |
| | | | | | | 744,317 | | | | 755,687 | |
Trademarks | | | | | | | | | | | | |
Mobil | | | 10.00 | | | | 85,601 | | | | 91,308 | |
Comma | | | - | | | | 24,204 | | | | 24,204 | |
| | | | | | | 109,805 | | | | 115,512 | |
Relationships with customers | | | | | | | | | | | | |
COMGÁS | | | 20.00 | | | | 364,947 | | | | 375,119 | |
Lubricants | | | 6.00 | | | | 58,303 | | | | 61,923 | |
| | | | | | | 423,250 | | | | 437,042 | |
Other | | | | | | | | | | | | |
Software licenses | | | 20.00 | | | | 85,627 | | | | 83,889 | |
Other | | | | | | | 32,205 | | | | 37,008 | |
| | | | | | | 117,832 | | | | 120,897 | |
| | | | | | | | | | | | |
Total | | | | | | | 9,562,556 | | | | 9,582,417 | |
| (i) | Refers to the intangible asset for the public gas distribution service concession, which represents the right to charge users for the supply of gas, comprised of: (i) the concession rights recognized in the business combination and (ii) concession assets. The amortization term is 39 years (the remaining concession period, plus extension); |
| (ii) | Refers to improvements made to the Federal Government rail network in relation to the transportation services provided by Rumo; and |
| (iii) | Port operating license and customer relationships of Rumo, from the business combinations. |
Impairment testing of cash-generating units containing goodwill
The Company tests the recoverable amounts of goodwill arising from business combination transactions annually. Property, plant and equipment and definite life intangible assets, that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
During the quarter ended March 31, 2015, no impairment indicator was identified that would trigger the performance of an impairment test.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Interest | | | | | | | | | | |
Description(i) | | Index(ii) | | Annual interest(iii) | | | March 31, 2015 | | | December 31, 2014 | | | Matures | |
Senior Notes Due 2023 | | US$ | | | 5.00 | % | | | 1,662,061 | | | | 1,352,796 | | | Mar-2023 | |
Perpetual Notes | | US$ | | | 8.25 | % | | | 1,624,157 | | | | 1,344,760 | | | | - | |
BNDES | | TJ462 | | | 8.30 | % | | | 887,178 | | | | 834,565 | | | Oct-2020 | |
Senior Notes Due 2018 | | Fixed | | | 9.50 | % | | | 855,126 | | | | 874,494 | | | Mar-2018 | |
EIB | | US$ + LIBOR | | | 2.08 | % | | | 821,229 | | | | 691,463 | | | Sep-2021 | |
Resolution 4131 | | US$ + LIBOR | | | 2.10 | % | | | 545,111 | | | | 466,494 | | | Mar-2018 | |
Non-convertible debentures | | Fixed rate + IPCA | | | 13.84 | % | | | 470,032 | | | | 447,386 | | | Sep-2020 | |
FINAME | | URTJLP | | | 7.43 | % | | | 446,472 | | | | 457,570 | | | May-2022 | |
Resolution 4131 | | US$ + LIBOR | | | 1.61 | % | | | 314,756 | | | | 266,006 | | | Nov-2015 | |
FINAME | | Fixed | | | 4.09 | % | | | 305,710 | | | | 307,230 | | | Nov-2022 | |
BNDES | | Selic | | | 14.61 | % | | | 297,079 | | | | 274,000 | | | Oct-2020 | |
Foreign loans | | LIBOR Sterling | | | 3.88 | % | | | 260,616 | | | | 224,047 | | | Dec-2019 | |
BNDES | | TJLP | | | 8.25 | % | | | 259,562 | | | | 288,209 | | | Oct-2018 | |
Resolution 4131 | | US$ | | | 2.74 | % | | | 256,035 | | | | 29,338 | | | Feb-2017 | |
FRN | | US$ | | | 2.63 | % | | | 169,768 | | | | - | | | Jan-2017 | |
Working capital | | US$ + LIBOR | | | 4.18 | % | | | 162,676 | | | | 133,185 | | | Sep-2016 | |
FINEP | | Fixed | | | 5.00 | % | | | 158,058 | | | | 165,032 | | | Nov-2020 | |
Non-convertible debentures | | CDI | | | 11.81 | % | | | 127,540 | | | | 131,229 | | | Sep-2019 | |
Working capital | | CDI + 1.20% | | | 13.95 | % | | | 104,665 | | | | 101,515 | | | Oct-2017 | |
Working capital | | CDI + 1.43% | | | 14.21 | % | | | 88,334 | | | | 85,628 | | | Sep-2016 | |
Finem | | URTJLP | | | 7.16 | % | | | 13,307 | | | | 13,231 | | | Jan-2022 | |
Finem | | IPCA | | | 15.87 | % | | | 3,625 | | | | 3,483 | | | Nov-2021 | |
Finem | | Fixed | | | 3.50 | % | | | 3,428 | | | | 3,420 | | | Jan-2024 | |
Other | | | | | - | | | | 23,728 | | | | 7,559 | | | | - | |
| | | | | | | | | 9,860,253 | | | | 8,502,640 | | | | | |
| | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | 1,297,455 | | | | 1,056,353 | | | | | |
Non-current | | | | | | | | | 8,562,798 | | | | 7,446,287 | | | | | |
| (i) | Loans and borrowings are guaranteed by promissory notes and endorsements of the Company and controlling shareholders, besides other guarantees, such as: (i) credit rights originated from the expansion contracts of the logistic segment and gas distribution (BNDES), (ii) underlying assets (property, plant and equipment and intangible assets) being financed (FINAME) in an amount of R$ 1,734,648 (R$ 1,738,661 in December 31, 2014); |
| (ii) | TJLP and URTJLP are long-term interest rates on BNDES (Brazilian National Economic and Social Development Bank) loans. Selic is the benchmark interest rate set by the Brazilian Central Bank. CDI is a benchmark interbank lending rate in Brazil. IPCA is a benchmark consumer price index; |
| (iii) | As at March 31, 2015, unless otherwise indicated. |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The carrying amounts and fair value of loans and borrowings are as follows:
| | Carrying amount | | | Fair value(i) | |
| | March 31, 2015 | | | December 31, 2014 | | | March 31, 2015 | | | December 31, 2014 | |
Senior / Perpetual Notes | | | 4,141,344 | | | | 3,572,050 | | | | 3,789,829 | | | | 3,356,788 | |
Financing | | | 5,718,909 | | | | 4,930,590 | | | | 5,720,219 | | | | 4,930,590 | |
| | | | | | | | | | | | | | | | |
Total | | | 9,860,253 | | | | 8,502,640 | | | | 9,510,048 | | | | 8,287,378 | |
| | | | | | | | | | | | | | | | |
| (i) | If these loans and borrowings were recorded at fair value, they would be considered as “Level 2” inthe fair value hierarchy presented on Note 23. |
| | March, 31, 2015 | | | December 31, 2014 | |
Natural gas suppliers | | | 986,579 | | | | 749,021 | |
Materials and service suppliers | | | 387,340 | | | | 363,438 | |
| | | | | | | | |
| | | 1,373,919 | | | | 1,112,459 | |
| | March 31, 2015 | | | December 31, 2014 | |
Tax Amnesty and | | | | | | |
Refinancing Program - REFIS(i) | | | 529,090 | | | | 524,703 | |
ICMS - State VAT | | | 75,119 | | | | 67,777 | |
COFINS - Revenue tax | | | 11,215 | | | | 18,702 | |
INSS - Social security | | | 3,434 | | | | 2,739 | |
PIS - Revenue tax | | | 2,414 | | | | 2,511 | |
Other | | | 8,157 | | | | 25,874 | |
| | | 629,429 | | | | 642,306 | |
| | | | | | | | |
Current | | | 121,864 | | | | 307,741 | |
Non-current | | | 507,565 | | | | 334,565 | |
| (i) | Comprises installment federal taxes liability ExxonMobil Brazil Holdings BV ("ExxonMobil"). |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
16 | Income tax and social contribution |
| a) | Reconciliation of income and social contribution tax expenses |
| | March 31, 2015 | | | March 31, 2014 | |
(Loss) profit before taxes | | | (53,964 | ) | | | 348,748 | |
Income tax and social | | | | | | | | |
contribution at nominal rate (34%) | | | 18,348 | | | | (118,574 | ) |
| | | | | | | | |
Adjustments to reconcile | | | | | | | | |
nominal to effective tax rate | | | | | | | | |
Equity method investments | | | | | | | | |
(non-taxable income) | | | 52,067 | | | | 75,412 | |
Differences in tax rates on entities under | | | | | | | | |
Brazilian presumed profits tax regime | | | 6,361 | | | | (3,748 | ) |
Judicial demand related to income tax | | | - | | | | 13,839 | |
Profits and income earned abroad | | | 10,922 | | | | - | |
Non-taxable foreign exchange | | | | | | | | |
gains of foreign subsidiaries | | | 7,878 | | | | (7,145 | ) |
Differences in tax rates on | | | | | | | | |
earnings / losses of overseas companies | | | 4,574 | | | | (6,654 | ) |
Stock options | | | (996 | ) | | | (872 | ) |
Tax loss not recorded, net | | | (73 | ) | | | (674 | ) |
Interest on capital (net received) | | | (6,120 | ) | | | (6,970 | ) |
Non-deductible expenses | | | | | | | | |
(donations, gifts, etc.) | | | (2,344 | ) | | | (1,704 | ) |
Other | | | (10,926 | ) | | | (2,472 | ) |
| | | | | | | | |
Income tax and social contribution | | | | | | | | |
benefit (expense) - current and deferred | | | 79,691 | | | | (59,562 | ) |
| | | | | | | | |
Effective rate - % | | | 147.67 | | | | 17.08 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Deferred income tax assets and liabilities |
| | March 31, 2015 | | | December 31, 2014 | |
| | Basis | | | Income taxes (25%) | | | Social contribution (9%) | | | Total income taxes (34%) | | | Total income taxes (34%) | |
Tax loss carry forwards | | | | | | | | | | | | | | | |
Income tax loss carry forwards | | | 1,464,140 | | | | 366,035 | | | | - | | | | 366,035 | | | | 319,168 | |
Social contribution tax loss carry forwards | | | 1,486,294 | | | | - | | | | 133,766 | | | | 133,766 | | | | 116,578 | |
| | | | | | | | | | | | | | | | | | | | |
Temporary differences | | | | | | | | | | | | | | | | | | | | |
Foreign currency gain / losses | | | 1,698,107 | | | | 424,527 | | | | 152,830 | | | | 577,357 | | | | 303,488 | |
Tax deductible goodwill | | | 726,860 | | | | 181,715 | | | | 65,417 | | | | 247,132 | | | | 298,102 | |
Provision for judicial demands | | | 524,283 | | | | 131,071 | | | | 47,185 | | | | 178,256 | | | | 183,714 | |
Allowance for doubtful accounts | | | 122,548 | | | | 30,637 | | | | 11,029 | | | | 41,666 | | | | 53,385 | |
Profit sharing | | | 11,229 | | | | 2,807 | | | | 1,011 | | | | 3,818 | | | | 11,345 | |
Derivatives instruments unrealized (gains) losses | | | (932,640 | ) | | | (233,160 | ) | | | (83,938 | ) | | | (317,098 | ) | | | (126,351 | ) |
Unrealized gain on sale of investments | | | (55,211 | ) | | | (13,803 | ) | | | (4,969 | ) | | | (18,772 | ) | | | (18,772 | ) |
Other temporary differences | | | (145,477 | ) | | | (36,369 | ) | | | (13,093 | ) | | | (49,462 | ) | | | (33,391 | ) |
Property, plant and equipment | | | (135,823 | ) | | | (33,956 | ) | | | (12,224 | ) | | | (46,180 | ) | | | (41,669 | ) |
Gain on formation of joint ventures | | | (3,338,342 | ) | | | (834,586 | ) | | | (300,451 | ) | | | (1,135,037 | ) | | | (1,135,036 | ) |
Unrealized gains on investment properties | | | (2,436,592 | ) | | | (48,732 | ) | | | (26,315 | ) | | | (75,047 | ) | | | (74,801 | ) |
Assets held for sale | | | (29,674 | ) | | | (593 | ) | | | (320 | ) | | | (913 | ) | | | (773 | ) |
Concession contract | | | 42,609 | | | | 10,652 | | | | 3,835 | | | | 14,487 | | | | 15,057 | |
Regulatory asset | | | 242,654 | | | | 60,664 | | | | 21,839 | | | | 82,503 | | | | 82,503 | |
Gains or losses on actuarial liabilities | | | 262,874 | | | | 65,719 | | | | 23,659 | | | | 89,378 | | | | 87,594 | |
Business combination - Property, plant and equipment | | | (106,621 | ) | | | (26,655 | ) | | | (9,596 | ) | | | (36,251 | ) | | | (36,594 | ) |
Business combination - Intangible assets | | | (4,052,361 | ) | | | (1,013,090 | ) | | | (364,713 | ) | | | (1,377,803 | ) | | | (1,390,752 | ) |
Business combination - Other fair value adjustments | | | (79,205 | ) | | | (19,801 | ) | | | (7,128 | ) | | | (26,929 | ) | | | (24,513 | ) |
Other | | | (270,092 | ) | | | (67,523 | ) | | | (24,309 | ) | | | (91,832 | ) | | | (113,392 | ) |
Total net liability | | | | | | | (1,054,441 | ) | | | (386,485 | ) | | | (1,440,926 | ) | | | (1,525,110 | ) |
| | | | | | | | | | | | | | | | | | | | |
Deferred income tax - Assets | | | | | | | | | | | | | | | 255,182 | | | | 214,164 | |
Deferred income tax - Liabilities | | | | | | | | | | | | | | | (1,696,108 | ) | | | (1,739,274 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total net deferred taxes | | | | | | | | | | | | | | | (1,440,926 | ) | | | (1,525,110 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| c) | Changes in deferred income taxes, net: |
At December 31, 2014 – Net deferred tax liability | | | (1,525,110 | ) |
Recorded through income | | | 84,529 | |
Recorded through other comprehensive income | | | (550 | ) |
Other | | | 205 | |
| | | | |
At March 31, 2015 - Net deferred tax liability | | | (1,440,926 | ) |
17 | Provision for legal proceedings |
| | Provision for legal proceedings | | | Judicial deposits | |
| | March 31, 2015 | | | December 31, 2014 | | | March 31, 2015 | | | December 31, 2014 | |
Tax | | | 354,872 | | | | 343,038 | | | | 324,307 | | | | 319,444 | |
Civil | | | 142,056 | | | | 139,268 | | | | 48,883 | | | | 48,445 | |
Labor | | | 178,782 | | | | 175,473 | | | | 49,981 | | | | 50,496 | |
| | | | | | | | | | | | | | | | |
| | | 675,710 | | | | 657,779 | | | | 423,171 | | | | 418,385 | |
Changes in provision for legal proceedings:
| | Tax | | | Civil | | | Labor | | | Total | |
At December 31, 2014 | | | 343,038 | | | | 139,268 | | | | 175,473 | | | | 657,779 | |
Accruals | | | 574 | | | | 4,292 | | | | 10,816 | | | | 15,682 | |
Write-off / Reversals | | | (239 | ) | | | (4,974 | ) | | | (14,161 | ) | | | (19,374 | ) |
Transfers | | | 7,318 | | | | (7,318 | ) | | | - | | | | - | |
Indexation and interest charges | | | 4,181 | | | | 10,788 | | | | 6,654 | | | | 21,623 | |
| | | | | | | | | | | | | | | | |
At March 31, 2015 | | | 354,872 | | | | 142,056 | | | | 178,782 | | | | 675,710 | |
Judicial claims deemed to be probable losses, fully accrued
| | March 31, 2015 | | | December 31, 2014 | |
Compensation with FINSOCIAL | | | 244,667 | | | | 241,739 | |
INSS - Social security | | | 48,535 | | | | 47,449 | |
State VAT - ICMS credits | | | 24,643 | | | | 24,231 | |
Other | | | 37,027 | | | | 29,619 | |
| | | | | | | | |
| | | 354,872 | | | | 343,038 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Civil and environmental |
The Company and its subsidiaries are party to a number of civil and legal claims related to (i) indemnification for material and moral damages, (ii) public civil claims related to burning of sugarcane stubble, and (iii) environmental matters.
The Company and its subsidiaries are also party to a number of labor claims filed by former employees and service providers challenging, among other things, unpaid overtime, night shift premiums and risk premiums, employment guarantees, and the reimbursement of withholdings from payroll such as social contributions and trade union charges.
Judicial claims deemed as possible losses, and therefore not accrued
| | March 31, 2015 | | | December 31, 2014 | |
ICMS - State VAT | | | 1,610,413 | | | | 1,572,934 | |
Federal income taxes | | | 747,193 | | | | 751,495 | |
PIS and COFINS - Revenue taxes | | | 691,600 | | | | 680,065 | |
IRRF - Withholding tax | | | 668,974 | | | | 656,087 | |
INSS - Social security and other | | | 543,299 | | | | 530,223 | |
IPI - Excise tax credit - NT | | | 445,523 | | | | 441,707 | |
Compensation with IPI - IN 67/98 | | | 119,891 | | | | 118,865 | |
Other | | | 662,320 | | | | 648,850 | |
| | | | | | | | |
| | | 5,489,213 | | | | 5,400,226 | |
The civil and labor claims for which unfavorable outcomes are deemed possible are as follow:
| | March 31, 2015 | | | December 31, 2014 | |
Civil | | | 955,631 | | | | 1,118,151 | |
Labor | | | 414,851 | | | | 391,992 | |
| | | | | | | | |
| | | 1,370,482 | | | | 1,510,143 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
18 | Preferred shareholders payable in subsidiaries |
On June 27, 2014, Cosan S.A. transferred to a newly-incorporated wholly-owned subsidiary, Cosan Investimentos e Participações S.A., its shares in Raízen Energia S.A. and Raízen Combustíveis S.A. in addition to a debenture Cosan S.A. had issued and placed with Banco Bradesco S.A.. The net assets transferred at that date totaled R$ 1,979,519.
Concurrently, also on June 27, 2014, Cosan S.A. executed an Investment Agreement with Fundo de Investimentos em Participações Multisetorial Plus II (“FIP Multisetorial”) and with Razac Fundo de Investimentos em Participações (“FIP Razac”). FIP Multisetorial and FIP Razac are funds owned by Banco Bradesco BBI S.A and Citibank Distribuidora de Títulos e Valores Mobiliários S.A., respectively. Pursuant to this agreement, FIP Multisetorial and FIP Razac subscribed and paid-in R$ 2,000,000 of non-voting preferred shares issued by Cosan Investimentos e Participações S.A.. These preferred shares will be remunerated based on a formula designed to provide a return over 15 years equivalent to the CDI rate. In the event the accumulated remuneration falls short of the minimum amount prescribed in the formula, as at April 30, 2021, the preferred shareholders will have a put against Cosan S.A. for an amount equivalent to the value of the initial investment plus interest based on the CDI less any CDI-indexed dividends paid.
The investment in the net assets of the joint ventures, Raízen Energia S.A. and Raízen Combustíveis S.A., continue to be accounted for on the equity method without affecting the Company’s 50% interest in the results of each venture. The transaction underlying the Investment Agreement has been classified as a noncurrent financial liability in Cosan´s and Cosan S.A.´s balance sheet and the statement of profit or loss reflects the CDI equivalent dividends classified as financial expenses.
As of March 31, 2015 Cosan Limited’s share capital is composed of the following:
Shareholders - Common shares | | Class A and / or BDRs | | | % | | | Class B1 shares | | | % | |
Queluz Holding Limited | | | 7,758,116 | | | | 4.45 | | | | 66,321,766 | | | | 68.85 | |
Usina Costa Pinto S.A. Açúcar e Álcool | | | - | | | | - | | | | 30,010,278 | | | | 31.15 | |
Gávea Funds | | | 21,167,463 | | | | 12.14 | | | | - | | | | - | |
MSOR Participações S.A. | | | 1,811,250 | | | | 1.04 | | | | - | | | | - | |
Usina Bom Jesus S.A. | | | 255,000 | | | | 0.15 | | | | - | | | | - | |
FIA Rio das Pedras | | | 16,000 | | | | 0.01 | | | | - | | | | - | |
Other | | | 137,351,010 | | | | 78.78 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 168,358,839 | | | | 96.56 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 5,996,502 | | | | 3.44 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
There have been no changes to the number of shares issued during the periods presented.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Class B1 shares entitle the holder to 10 votes per share whereas Class A and BDRs’ shares are entitled to one vote per share.
The Company holds 5,996,502 Class A treasury shares as of March 31, 2015 and December 31, 2014 with a market value of US$ 6.32 per share at March 31, 2015 (US$ 7.75 per share at December 31, 2014).
| c) | Other comprehensive (loss) income |
| | December 31, 2014 | | | Comprehensive (loss) income | | | March 31, 2015 | |
Foreign currency translation differences | | | (298,446 | ) | | | (80,686 | ) | | | (379,132 | ) |
Gain (loss) on cash | | | | | | | | | | | | |
flow hedge in joint ventures and subsidiary | | | (10,574 | ) | | | 20,735 | | | | 10,161 | |
Revaluation of investment properties | | | | | | | | | | | | |
reclassified from property, plant and equipment | | | 190,735 | | | | - | | | | 190,735 | |
Actuarial gain on defined benefit plan | | | 47,104 | | | | - | | | | 47,104 | |
Changes in fair value of | | | | | | | | | | | | |
available for sale securities, net | | | (1,467 | ) | | | 981 | | | | (486 | ) |
| | | | | | | | | | | | |
Total | | | (72,648 | ) | | | (58,970 | ) | | | (131,618 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (165,618 | ) | | | (59,998 | ) | | | (225,616 | ) |
Non-controlling interests | | | 92,970 | | | | 1,028 | | | | 93,998 | |
| | December 31, 2013 | | | Comprehensive (loss) income | | | March 31, 2014 | |
Foreign currency translation differences | | | (223,038 | ) | | | (3,523 | ) | | | (226,561 | ) |
Gain (loss) on cash | | | | | | | | | | | | |
flow hedge in joint ventures and subsidiary | | | 43,384 | | | | (49,109 | ) | | | (5,725 | ) |
Revaluation of investment properties | | | | | | | | | | | | |
reclassified from property, plant and equipment | | | 190,735 | | | | - | | | | 190,735 | |
Actuarial gain (loss) on defined benefit plan | | | 16,092 | | | | (237 | ) | | | 15,855 | |
Changes in fair value of | | | | | | | | | | | | |
available for sale securities, net | | | (7,480 | ) | | | 603 | | | | (6,877 | ) |
| | | | | | | | | | | | |
Total | | | 19,693 | | | | (52,266 | ) | | | (32,573 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (84,887 | ) | | | (29,980 | ) | | | (114,867 | ) |
Non-controlling interests | | | 104,580 | | | | (22,286 | ) | | | 82,294 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | March 31, 2015 | | | March 31, 2014 | |
Numerator | | | | | | |
Profit from continuing operations | | | | | | |
Basic | | | 9,539 | | | | 140,806 | |
Dilutive effect of subsidiary's | | | | | | | | |
stock option plan | | | 69 | | | | (918 | ) |
Dilutive effect of put option | | | (15,601 | ) | | | (15,601 | ) |
Diluted | | | (5,993 | ) | | | 124,287 | |
| | | | | | | | |
Denominator | | | | | | | | |
Weighted average number | | | | | | | | |
of shares outstanding | | | 264,690,883 | | | | 264,690,883 | |
| | | | | | | | |
Basic earnings per share | | $ | R 0.04 | | | $ | R 0.53 | |
Diluted earnings per share (as revised - Note 2.4) | | $ | (R 0.02 | ) | | $ | R 0.47 | |
21 | Financial results, net |
| | March 31, 2015 | | | March 31, 2014 | |
Financial expense | | | | | | |
Interest on loans | | | (155,511 | ) | | | (185,043 | ) |
Interest expense | | | (79,080 | ) | | | 29,334 | |
Indexation expenses | | | (35,841 | ) | | | (17,185 | ) |
Bank fees | | | (21,180 | ) | | | (12,571 | ) |
| | | (291,612 | ) | | | (185,465 | ) |
Financial income | | | | | | | | |
Interest income | | | 15,382 | | | | 16,208 | |
Indexation income | | | 5,533 | | | | 1,929 | |
Income from short term investments | | | 48,876 | | | | 30,215 | |
| | | 69,791 | | | | 48,352 | |
| | | | | | | | |
Foreign exchange effects, net | | | (591,834 | ) | | | 75,737 | |
| | | | | | | | |
Derivative income (losses) | | | | | | | | |
Foreign exchange and interest rate derivatives | | | 555,232 | | | | (61,082 | ) |
| | | 555,232 | | | | (61,082 | ) |
| | | | | | | | |
| | | (258,423 | ) | | | (122,458 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
22 | Other income (expenses), net |
| | March 31, 2015 | | | March 31, 2014 | |
Changes in the fair | | | | | | |
value of investment properties | | | 14,320 | | | | (22,920 | ) |
Rental income | | | 172 | | | | 167 | |
Loss on disposal of | | | | | | | | |
non-current assets | | | (1,282 | ) | | | (2,052 | ) |
Provisions for legal proceedings | | | (9,200 | ) | | | (18,440 | ) |
Cost related to internal organization | | | | | | | | |
and prospective acquisitions(i) | | | (103,844 | ) | | | - | |
Other | | | 510 | | | | 10,453 | |
| | | | | | | | |
| | | (99,324 | ) | | | (32,792 | ) |
| (i) | Relates to costs incurred by the Company with lawyers, consultants, business advisors and other related services for certain reorganizations and prospective acquisitions. |
Risk management structure
As at March 31, 2015 and December 31, 2014, the fair values relating to transactions involving derivative financial instruments to protect the Company’s risk exposure were using observable inputs such as quoted prices in active markets, or discounted cash flows based on market curves, and are presented below:
| | Notional | | | Fair value | | | | |
| | March 31, 2015 | | | December 31, 2014 | | | March 31, 2015 | | | December 31, 2014 | | | P&L(i) | |
Exchange rate derivatives | | | | | | | | | | | | | | | |
Swap agreements | | | - | | | | 828,443 | | | | - | | | | 330,099 | | | | - | |
Forward agreements | | | 1,869,309 | | | | 178,127 | | | | (8,558 | ) | | | 21,250 | | | | (16,725 | ) |
Options | | | - | | | | - | | | | - | | | | (8,842 | ) | | | 217,992 | |
| | | 1,869,309 | | | | 1,006,570 | | | | (8,558 | ) | | | 342,507 | | | | 201,267 | |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 596,785 | | | | 221,560 | | | | (45,893 | ) | | | (40,330 | ) | | | (8,286 | ) |
Cross currency interest rate swaps | | | 2,883,096 | | | | 1,659,904 | | | | 1,257,661 | | | | 254,966 | | | | 672,455 | |
| | | 3,479,881 | | | | 1,881,464 | | | | 1,211,768 | | | | 214,636 | | | | 664,169 | |
| | | | | | | | | | | | | | | | | | | | |
Total financial instruments | | | | 1,203,210 | | | | 557,143 | | | | 865,436 | |
| | | | | | | | | | | | | | | | | | | | |
Assets | | | | 1,795,249 | | | | 890,578 | | | | | |
Liabilities | | | | (592,039 | ) | | | (333,435 | ) | | | | |
| (i) | The Company recorded in the statement of profit or loss and other comprehensive income, the net effect of the Senior Notes 2023 designated for hedge accounting. Therefore, the amount of R$ 310,204 is accounted for as Financial Expense. |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Foreign exchange risk
As at March 31, 2015 and December 31, 2014, the Company and its subsidiaries had the following net exposure to the exchange rate variations on assets and liabilities denominated in U.S. Dollars and Pounds Sterling:
| | March 31, 2015 | | | December 31, 2014 | |
Cash and cash equivalents | | | 85,461 | | | | 95,017 | |
Trade receivables | | | 21,908 | | | | 25,323 | |
Loans and borrowings(i) | | | - | | | | (1,344,760 | ) |
| | | | | | | | |
Foreign exchange exposure, net | | | 107,369 | | | | (1,224,420 | ) |
| (i) | On March 31, 2015, 100% of the foreign currency loans and borrowings of the Company have futures contracts to protect its exposure. |
Hedge accounting – Fair Value
| | Balance | | | Derivative | | | Total | |
At December 31, 2014 | | | 1,352,796 | | | | (183,086 | ) | | | 1,169,710 | |
Interest amortization | | | (40,330 | ) | | | (33,702 | ) | | | (74,032 | ) |
Fair value | | | 349,595 | | | | (310,204 | ) | | | 39,391 | |
| | | | | | | | | | | | |
At March 31, 2015 | | | 1,662,061 | | | | (526,992 | ) | | | 1,135,069 | |
Sensitivity analysis
The following is the sensitivity analysis of the effects of changes in the relevant risk factors to which the Company is exposed to as of March 31, 2015:
| (a) | Sensitivity analysis on changes in foreign exchange rates |
The probable scenario was defined based on the U.S. Dollar market rates as at March 31, 2015, which determines the fair values of the derivatives at that date. Stressed scenarios (positive and negative effects, before tax effects) were defined based on changes of a 25% and 50% to the U.S. Dollar exchange rates used in the probable scenario.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | Impacts on P&L | | | | | | | |
| | Risk factor | | Probable scenario | | | Variation scenario (25%) - Increase | | | Variation scenario (50%) - Increase | | | Variation scenario (25%) - Decrease | | | Variation scenario (50%) - Decrease | |
Exchange rate and interest risks | | | | | | | | | | | | | | | | | |
Exchange rate derivatives: | | | | | | | | | | | | | | | | | |
Term agreements: | | | | | | | | | | | | | | | | | |
| | Decrease in exchange | | | | | | | | | | | | | | | |
Purchasing agreements | | rate R$/US$ and | | | | | | | | | | | | | | | |
| | increase in CDI curve | | | (8,558 | ) | | | (418,791 | ) | | | (839,629 | ) | | | 422,883 | | | | 843,721 | |
| | | | | | | | | | | | | | | | | | | | | | |
Exchange rate and interest risks | | | | | | | | | | | | | | | | | | | | | | |
| | Decrease in exchange | | | | | | | | | | | | | | | | | | | | |
Swap contracts | | rate R$/US$ and | | | | | | | | | | | | | | | | | | | | |
| | increase in CDI curve | | | 1,211,768 | | | | (1,084,555 | ) | | | (2,066,703 | ) | | | 886,939 | | | | 1,880,953 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total impact | | | | | 1,203,210 | | | | (1,503,346 | ) | | | (2,906,332 | ) | | | 1,309,822 | | | | 2,724,674 | |
Based on the financial instruments denominated in U.S. Dollars at March 31, 2015 the Company performed a sensitivity analysis by increasing and decreasing the exchange rate for R$/US$ by 25% and 50%. The probable scenario considers the estimated exchange rates at the due date of the transactions for the companies with functional currency Real (positive and negative, before tax effects), as follows:
| | Exchange rate sensitivity analysis (R$/US$) | |
| | March 31, 2015 | | | Scenario | |
| Probable | | | | 25 | % | | | 50 | % | | | -25 | % | | | -50 | % |
At March 31, 2015 | | | 3.2080 | | | | 3.2080 | | | | 4.0100 | | | | 4.8120 | | | | 2.4060 | | | | 1.6040 | |
Consider the above scenarios profit or loss would be impacted as follows:
| | March 31, 2015 | |
Exchange rate exposure | | Balance | | | | 25 | % | | | 50 | % | | | -25 | % | | | -50 | % |
Cash and cash equivalents | | | 85,461 | | | | 21,365 | | | | 42,730 | | | | (21,365 | ) | | | (42,730 | ) |
Trade receivables | | | 21,908 | | | | 5,477 | | | | 10,954 | | | | (5,477 | ) | | | (10,954 | ) |
Loans and borrowings(i) | | | (5,393,117 | ) | | | (1,348,279 | ) | | | (2,696,559 | ) | | | 1,348,279 | | | | 2,696,559 | |
| | | | | | | | | | | | | | | | | | | | |
Effect on profit or loss | | | | | | | (1,321,437 | ) | | | (2,642,875 | ) | | | 1,321,437 | | | | 2,642,875 | |
| (i) | 100% of the foreign currency loans and borrowings of the Company have futures contracts to protect its exposure. |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (b) | Sensitivity analysis on changes in interest rates |
A sensitivity analysis on the interest rates on loans and borrowings in compensation for the CDI investments with pre-tax increases and decreases of 25% and 50% is presented below:
| | March 31, 2015 | |
Exposure interest rate | | Balance | | | Scenario(i) | | | | 25 | % | | | 50 | % | | | -25 | % | | | -50 | % |
Short term investments | | | 1,975,444 | | | | 251,547 | | | | 62,932 | | | | 125,881 | | | | (62,914 | ) | | | (125,810 | ) |
Investment securities | | | 159,200 | | | | 20,059 | | | | 5,015 | | | | 10,030 | | | | (5,015 | ) | | | (10,030 | ) |
Loans and borrowings | | | (6,629,430 | ) | | | (769,979 | ) | | | (192,495 | ) | | | (384,990 | ) | | | 192,495 | | | | 384,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect on profit or loss | | | | | | | | | | | (124,548 | ) | | | (249,079 | ) | | | 124,566 | | | | 249,150 | |
| (i) | The CDI and TJLP indexes considered of 12.60% and 6.00%, respectively, were obtained from informationavailable in the market. |
Assets and liabilities | | | | | | | | | |
measured at fair value | | Level 1 | | | Level 2 | | | Total | |
At March 31, 2015 | | | | | | | | | |
Derivative financial assets | | | - | | | | 1,795,249 | | | | 1,795,249 | |
Derivative financial liabilities | | | - | | | | 592,039 | | | | 592,039 | |
Loans and borrowings | | | - | | | | 3,768,960 | | | | 3,768,960 | |
Contingent consideration - Earn out | | | - | | | | 125,664 | | | | 125,664 | |
Pension plan assets | | | 409,303 | | | | 50,505 | | | | 459,808 | |
Securities | | | - | | | | 159,200 | | | | 159,200 | |
Assets held for sale | | | - | | | | 29,673 | | | | 29,673 | |
Preferred shareholders | | | | | | | | | | | | |
payable in subsidiaries | | | - | | | | 1,988,596 | | | | 1,988,596 | |
Investment properties | | | - | | | | 2,649,976 | | | | 2,649,976 | |
| | | | | | | | | | | | |
Total | | | 409,303 | | | | 11,159,862 | | | | 11,569,165 | |
| | | | | | | | | | | | |
At December 31, 2014 | | | | | | | | | | | | |
Derivative financial assets | | | - | | | | 890,578 | | | | 890,578 | |
Derivative financial liabilities | | | - | | | | 333,434 | | | | 333,434 | |
Loans and borrowings | | | - | | | | 2,806,097 | | | | 2,806,097 | |
Contingent consideration - Earn out | | | - | | | | 186,649 | | | | 186,649 | |
Pension plan assets | | | 313,955 | | | | 49,061 | | | | 363,016 | |
Securities | | | - | | | | 149,735 | | | | 149,735 | |
Assets held for sale | | | - | | | | 25,089 | | | | 25,089 | |
Preferred shareholders | | | | | | | | | | | | |
payable in subsidiaries | | | - | | | | 1,926,888 | | | | 1,926,888 | |
Investment properties | | | - | | | | 2,641,978 | | | | 2,641,978 | |
| | | | | | | | | | | | |
Total | | | 313,955 | | | | 9,009,509 | | | | 9,323,464 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
25 | Pension and post-employment benefit plans |
| | March 31, 2015 | | | December 31, 2014 | |
Futura | | | 22,974 | | | | 23,048 | |
Futura II | | | 302 | | | | 240 | |
COMGÁS | | | 283,807 | | | | 278,562 | |
| | | | | | | | |
Total | | | 307,083 | | | | 301,850 | |
Pension plans
Defined benefit
Cosan Lubrificantes e Especialidades S.A. has a non-contributory defined benefit pension plan (Futura, formerly Previd Exxon) for certain employees upon retirement. This plan was amended to close it to new entrants and approved by the relevant authorities on May 5, 2011. No new employees are eligible to participate on the plan, contributions ceased, and participants are guaranteed a benefit proportionate to their accumulated entitlement as at March 31, 2011. During the period ended March 31, 2015, the amount of contributions totaled R$ 1,036 (R$ 8,757 in December 2014).
Defined contribution
Since June 1, 2011, the Company and its subsidiaries have sponsored a defined 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 March 31, 2015 the amount of contributions totaled R$ 431 (R$ 467 on December 31, 2014).
COMGÁS offers a supplementary retirement plan, through a defined contribution Free Benefit Generating Plan (“PGBL”). During the year ended March 31, 2015, employers’ contributions to the plan totaled R$ 3,525 (R$ 14,672 for December 31, 2014).
At the annual and extraordinary general shareholders’ meeting held on July 29, 2011, the guidelines for the outlining and structuring of the stock option compensation plan for Cosan S.A.’s executives 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 created to attract and retain executives and key employees, offering them the opportunity to become Cosan S.A.’s shareholders.
On August 18, 2011, Cosan S.A.’s board of directors approved the total number of stock option awards of 12,000,000 shares to be issued or treasury shares held by Cosan S.A., corresponding to 2.41% of the share capital at that time. On the same date the eligible executives were informed about the terms and conditions of the stock-option plan.
The numbers of options in the period ended March 31, 2015 is 8,912,000 with weighted average exercise price R$ 30.09. During period ended March 31, 2015, there was no change in the plan options.
Cosan Limited
Notes to the consolidated interim financial statements
For the quarter ended March 31, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
On March 23, 2015, ALL and Rumo shareholders approved the exchange ratio for the replacement of ALL shares with Rumo shares, which is now 2.879303067 registered, book-entry common shares without par value issued by Rumo for each 1 (one) registered, book-entry common share without par value issued by ALL. Therefore, according to the adjusted exchange ratio, 1,963,670,770 (one billion, nine hundred and sixty-three million, six hundred and seventy thousand, seven hundred and seventy) registered, book-entry common shares without par value will be issued by Rumo, representing 65.67% of Rumo’s shareholders’ equity, attributable to ALL shareholders registered on March 31, 2015.
On April 7, 2015, it was approved by the Board of Directors of Cosan Log, the Company’s Buy Back Program of its common shares, to be held in treasury for future sale or cancellation. The period for such transaction is up to April 7, 2016, and the maximum number of share to be repurchased within the period is 4,887,667 common shares (representing 1.204284% of the total number of outstanding shares)
On April 29, 2015 was completed by the subsidiary Rumo Logística the issuance of 140,000 debentures at unit value of R$ 10 (ten thousand Reais) each, totaling R$ 1,400,000 (one billion, four hundred million Reais) through CVM Instruction 476, with a term of three years and an initial interest rate of CDI + 2.05% p.a. the proceeds of this issue were used to strengthen the Rumo cash and capital increase of ALL and subsequent payment of debts of the subsidiary ALL.
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