FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August, 2015
Commission File Number: 1-33659
COSAN LIMITED
(Translation of registrant’s name into English)
Av. Juscelino Kubitschek, 1327 – 4th floor
São Paulo, SP 04543-000 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
COSAN LIMITED
Item | |
1. | Earnings Release 2015 |
2. | Cosan Limited Consolidated interim financial statements at June 30, 2015 and independent auditors’ review report |
Item 1
EARNINGS RELEASE 2Q15
São Paulo, August 12, 2015–COSAN LIMITED(NYSE: CZZ eBM&FBovespa: CZLT33)announces today its results for the second quarter of 2015 (2Q15) composed by April, May and June 2015. The results are consolidated in accordance with the accounting principles adopted in Brazil and internationally (IFRS).
Financial Highlights
Summary of Financial Information | 2Q15 | 2Q14 | Chg.% | 1Q15 | Chg.% |
Amount in BRL MM | (Apr-Jun) | (Apr-Jun) | 2Q15 x 2Q14 | (Jan-Mar) | 2Q15 x 1Q15 |
Net Revenue | 3,333.2 | 2,246.0 | 48.4% | 2,141.1 | 55.7% |
Gross Profit | 1,165.6 | 700.9 | 66.3% | 549.8 | n/a |
Gross Margin (%) | 35.% | 31.2% | 3.8 p.p. | 25.7% | 9.3 p.p. |
Operating Profit | 749.0 | 240.0 | n/a | 51.3 | n/a |
EBITDA | 1,157.7 | 575.0 | n/a | 369.7 | n/a |
EBITDA Margin (%) | 34.7% | 25.6% | 9.1 p.p. | 17.3% | 17.5 p.p. |
Equity Pick-up | 91.9 | 164.3 | -44.1% | 153.1 | -40.% |
Net Income before non-controlling Interest | 149.0 | 183.3 | -18.7% | 25.7 | n/a |
Net Income | 6.5 | 38.7 | -83.2% | 9.5 | -31.6% |
Net Margin (%) | 0.2% | 1.7% | -1.5 p.p. | 0.4% | -0.2 p.p. |
Earnings Conference Call
COSAN S/A (CSAN3)
Portuguese – 9 am (US EST)
August 13 2015 (Thursday)
+ 55 11 2820 4001
Code: COSAN
English – 10 am (US EST)
August 13 2015 (Thursday)
| Tel (BR): | + 55 11 3193 1001 |
+ 55 11 2820 4001
Tel (EUA): +1 786 924 6977
Code: COSAN
COSAN LOGÍSTICA S/A (RLOG3)
Portuguese – 1 pm (US EST)
August 13 2015 (Thursday)
+ 55 11 2820 4001
Code: RUMO
English – 2 pm (US EST)
August 13 2015 (Thursday)
| Tel (BR): | + 55 11 3193 1001 |
+ 55 11 2820 4001
Tel (EUA): +1 786 924 6977
Code: RUMO
Investor Relations E-mail: ri@cosan.com.br Telephone: +55 11 3897-9797 Website: ri.cosan.com.br | |
| Cosan Limited - Press Release 2nd quarter of the Fiscal Year 2015 |
Business Units
We list below the business units of Cosan S/A and Cosan Logística S/A, companies that comprise Cosan Limited’s portfolio.
The business units (reportable segments) are organized as follows:
o | Cosan S.A. | Raízen Energia |
| | Raízen Combustíveis |
| | Comgás |
| | Lubrificantes |
| | Radar |
| | Outros Negócios |
| | |
o | Cosan Logística S.A. | Rumo Logística |
Cosan Limited Consolidated Result
The Company's subsidiariesCosan S/A Indústria e Comércio (BM&FBovespaCSAN3)and Cosan Logístisca S/A (BM&FBovespa RLOG3)reported their results onAugust 13 2015. The full Earnings Releases with main financial and operational information, in addition to the quarterly financial statements, can be found on their websites:
| o | Cosan - Investor Relations |
| o | Cosan Logística - Investor Relations |
| Cosan Limited - Press Release 2nd quarter of the Fiscal Year 2015 |
We present below the 2Q15 results by business segment as previously detailed. All information reflect 100% of their financial performance, regardless of Cosan Limited’s stake. 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 (BRL mm)2Q15 | Raízen Combustíveis | Raízen Energia | Comgás | Lubricants | Radar | Other Businesses | Adjusts andEliminations | Deconsolidated effects IFRS 11 | Cosan S A | Cosan Limited (parentcompany) | Cosan Logística | Adjusts andEliminations | Cosan Limited |
Net Revenue | 14,793.9 | 1,646.9 | 1,671.0 | 424.1 | 26.9 | 0.0 | - | (16,440.8) | 2,122.0 | - | 1,220.3 | (9.1) | 3,333.2 |
Cost of Goods and Services | (14,134.5) | (1,477.8) | (1,090.9) | (314.3) | (5.5) | (0.0) | - | 15,612.3 | (1,410.7) | - | (766.0) | 9.1 | (2,167.6) |
Gross Profit | 659.4 | 169.1 | 580.1 | 109.8 | 21.4 | 0.0 | - | (828.5) | 711.3 | - | 454.3 | - | 1,165.6 |
Gross Margin(%) | 4.5% | 10.3% | 34.7% | 25.9% | 79.5% | 96.3% | n/a | 5.0% | 33.5% | n/a | 37.2% | - % | 35.0% |
Selling Expenses | (281.1) | (88.1) | (150.7) | (70.4) | - | - | - | 369.2 | (221.0) | - | (0.0) | - | (221.0) |
General and Administrative Expenses | (97.2) | (121.2) | (73.9) | (17.4) | (7.0) | (44.4) | - | 218.4 | (142.6) | (6.1) | (84.8) | - | (233.5) |
Other Operating Revenues (Expenses) | 82.6 | (24.3) | (1.8) | 0.2 | 6.5 | (6.8) | - | (58.3) | (1.9) | - | 39.8 | - | 37.9 |
Equity Pick-up | 3.1 | (11.4) | - | (2.1) | (0.0) | 221.8 | (127.9) | 8.4 | 91.7 | 37.8 | 0.2 | (37.8) | 91.9 |
Depreciation and Amortization | 147.7 | 336.4 | 119.7 | 18.9 | 0.2 | 1.1 | - | (484.1) | 139.9 | - | 176.9 | - | 316.8 |
EBITDA | 514.5 | 260.5 | 473.5 | 39.1 | 21.1 | 171.7 | (127.9) | (775.0) | 577.4 | 31.7 | 586.4 | (37.8) | 1,157.7 |
EBITDA Margin (%) | 3.5% | 15.8% | 28.3% | 9.2% | 78.4% | n/a | n/a | 4.7% | 27.2% | n/a | 48.1% | - % | 34.7% |
Financial income | (47.1) | (195.1) | (92.8) | (13.0) | (0.4) | (183.7) | 4.2 | 242.2 | (285.7) | (8.6) | (355.0) | - | (649.2) |
Financial expense | 41.5 | 152.4 | 41.9 | 1.0 | 2.3 | 32.9 | (4.2) | (193.9) | 74.0 | 0.0 | 47.9 | - | 122.0 |
Foreign exchange gain (losses), net | 28.1 | 145.2 | 46.1 | 3.0 | - | 58.5 | - | (173.4) | 107.5 | (9.4) | (0.1) | - | 98.1 |
Derivatives | (56.8) | (91.6) | (53.5) | (3.7) | - | (99.5) | - | 148.3 | (156.7) | (7.1) | (15.9) | - | (179.7) |
Income taxes expenses | (117.1) | 38.7 | (100.1) | (3.3) | (3.5) | 70.5 | - | 78.4 | (36.4) | - | (46.6) | - | (83.0) |
Non-controlling interests | (7.0) | - | - | - | - | - | (90.9) | 7.0 | (90.9) | - | (25.4) | (22.6) | (138.9) |
Profit (loss) for the period | 208.3 | (26.3) | 195.4 | 4.1 | 19.4 | 49.4 | (218.8) | (182.1) | 49.4 | 6.5 | 10.9 | (60.4) | 6.5 |
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 2nd quarter of the Fiscal Year 2015 |
Financial Statements
Cosan Limited (CZZ)
Cosan Limited | 2Q15 | 2Q14 | Chg.% |
Income Statement for the period in (BRL mm) | (Apr - Jun) | (Apr - Jun) | 2Q15 x 2Q14 |
Net Operating Revenue | 3,333,241 | 2,246,009 | 48.4% |
Gross Profit | 1,165,604 | 700,934 | 66.3% |
Sales, general and administrative expenses | (454,541) | (394,693) | 15.2% |
Other operating income (expenses), net | 37,920 | (66,197) | n/a |
Financial revenue | 121,956 | 74,420 | 63.9% |
Financial expenses | (649,236) | (321,994) | n/a |
Foreign exchange variation | 98,078 | 20,822 | n/a |
Derivative | (179,704) | (12,106) | n/a |
Equity pick up | 91,930 | 164,331 | -44.1% |
Income and Social Contribution Taxes | (83,001) | 17,817 | n/a |
Equity attributable to non-controlling interests | (138,897) | (144,586) | -3.9% |
Net Income from discontinued operations | 3,582 | - | n/a |
Net Income (loss) | 6,528 | 38,747 | -83.2% |
| | | |
Cosan Limited | 2Q15 | 1Q15 | |
Balance Sheet (BRL mm) | (Apr - Jun) | (Jan - Mar) | |
Cash and Cash Equivalents | 2,531,947 | 2,122,385 | |
Securities | 725,916 | 159,200 | |
Accounts Receivable | 985,703 | 808,616 | |
Inventories | 439,184 | 324,701 | |
Other Current Assets | 833,905 | 443,305 | |
Investments | 8,695,359 | 8,642,451 | |
Investment Property | 2,643,211 | 2,649,976 | |
Property, Plant and Equipment | 9,186,721 | 1,510,363 | |
Intangible | 17,211,442 | 10,266,512 | |
Other Non-Current Assets | 4,733,673 | 2,576,778 | |
Total Assets | 49,554,217 | 31,299,536 | |
| | | |
Loans and Financing | (16,546,239) | (9,860,253) | |
Suppliers | (2,015,638) | (1,373,919) | |
Salaries Payable | (212,046) | (77,096) | |
Other current liabilities | (1,317,429) | (354,595) | |
Other non-current liabilities | (12,578,266) | (5,657,644) | |
Net Equity | (16,236,873) | (13,383,991) | |
Total Liabilities | (49,554,217) | (31,299,536) | |
| Cosan Limited - Press Release 2nd quarter of the Fiscal Year 2015 |
Cosan Industria e Comércio S/A (CSAN3)
Cosan Energia | 2Q15 | 2Q14 | Chg.% |
Income Statement for the period | (Apr - Jun) | (Apr - Jun) | 2Q15 x 2Q14 |
Net Operating Revenue | 2,122,027 | 2,055,528 | 3.2% |
Gross Profit | 711,317 | 639,022 | 11.3% |
Sales, general and administrative expenses | (363,632) | (357,366) | 1.8% |
Other operating income (expenses), net | (1,911) | (58,015) | -96.7% |
Financial revenue | 74,036 | 63,413 | 16.8% |
Financial expenses | (285,655) | (283,147) | 0.9% |
Foreign exchange variation | 107,547 | 23,811 | n/a |
Derivative | (156,689) | (7,459) | n/a |
Equity pick up | 91,749 | 164,331 | -44.2% |
Income and Social Contribution Taxes | (36,427) | 20,251 | n/a |
Equity attributable to non-controlling interests | (90,886) | (105,474) | -13.8% |
Net Income from discontinued operations | - | 4,779 | -100.0% |
Net Income (loss) | 49,447 | 104,147 | -52.5% |
| | | |
Cosan Energia | 2Q15 | 1Q15 | |
Balance Sheet | (Apr - Jun) | (Jan - Mar) | |
Cash and Cash Equivalents | 2,020,616 | 1,861,592 | |
Securities | 191,487 | 159,200 | |
Accounts Receivable | 828,679 | 785,840 | |
Inventories | 332,394 | 317,790 | |
Other Current Assets | 400,891 | 450,107 | |
Investments | 8,654,294 | 8,642,451 | |
Investment Property | 2,643,211 | 2,649,976 | |
Property, Plant and Equipment | 372,858 | 370,970 | |
Intangible | 9,410,069 | 9,417,620 | |
Other Non-Current Assets | 2,018,580 | 2,032,330 | |
Total Assets | 28,399,821 | 28,407,779 | |
| | | |
Loans and Financing | (8,221,860) | (8,384,823) | |
Suppliers | (1,313,803) | (1,192,167) | |
Salaries Payable | (77,604) | (62,518) | |
Other current liabilities | (355,452) | (307,734) | |
Other non-current liabilities | (5,446,345) | (5,430,995) | |
Net Equity | (12,362,650) | (12,437,504) | |
Total Liabilities | (28,399,821) | (28,407,779) | |
| Cosan Limited - Press Release 2nd quarter of the Fiscal Year 2015 |
Cosan Logística S/A (RLOG3)
Cosan Logística | 2Q15 | 2Q14 |
Income Statement for the period | (Apr - Jun) | (Apr - Jun) |
Net Operating Revenue | 1,220,285 | 190,481 |
Gross Profit | 454,287 | 61,912 |
Sales, general and administrative expenses | (84,782) | (22,763) |
Other operating income (expenses), net | 39,831 | (8,182) |
Financial revenue | 47,898 | 9,992 |
Financial expenses | (354,971) | (34,063) |
Foreign exchange variation | (58) | 169 |
Derivative | (15,872) | - |
Equity pick up | 181 | 0 |
Income and Social Contribution Taxes | (46,573) | (2,435) |
Equity attributable to non-controlling interests | (25,438) | (1,046) |
Net Income from discontinued operations | 3,582 | - |
Net Income (loss) | 10,920 | 3,584 |
| | |
Cosan Logística | 2Q15 | 1Q15 |
Balance Sheet | (Apr - Jun) | (Jan - Mar) |
Cash and Cash Equivalents | 508,474 | 251,102 |
Securities | 534,429 | - |
Accounts Receivable | 157,024 | 22,776 |
Inventories | 106,790 | 6,911 |
Other Current Assets | 461,756 | 22,364 |
Investments | 41,066 | 0 |
Property, Plant and Equipment | 8,813,863 | 1,139,393 |
Intangible | 7,801,373 | 848,892 |
Other Non-Current Assets | 2,715,086 | 544,442 |
Total Assets | 21,153,730 | 2,876,370 |
| | |
Loans and Financing | (7,965,805) | (1,119,754) |
Loans and financing -CP | (1,094,348) | (132,521) |
Loans and financing -LP | (6,871,457) | (987,234) |
Suppliers | (701,835) | (181,753) |
Salaries Payable | (134,442) | (14,578) |
Other current liabilities | (971,551) | (71,000) |
Other non-current liabilities | (7,131,921) | (226,649) |
Net Equity | (4,222,558) | (1,262,637) |
Total Liabilities | (21,153,730) | (2,876,370) |
Item 2
Cosan Limited
Consolidated interim financial statements at
June 30, 2015 and independent
auditors’ review report
Cosan Limited
Consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
Contents
Independent auditors’ report on review of interim financial statements | 3 |
| |
Consolidated statements of financial position | 5 |
| |
Consolidated statements of profit or loss and other comprehensive income (loss) | 7 |
| |
Statements of changes in shareholders’ equity | 9 |
| |
Consolidated statements of cash flows | 11 |
| |
Notes to the consolidated interim financial statements | 13 |
Independent auditors’ report on review of 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”), contained in the Quarterly Information Form - ITR for the quarter ended June 30, 2015, which comprises the statement of financial position as of June 30, 2015 and the respective statements of profit or loss and comprehensive income (loss) for the three and six month periods then ended, and changes in shareholders’ equity and cash flows for the six month 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 this 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 and six month periods ended June 30, 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 August 13, 2014, respectively
São Paulo, August 7, 2015
/s/ KPMG Auditores Independentes
KPMG Auditores Independentes
CRC 2SP014428/O-6
/s/ Carlos Augusto Pires
Carlos Augusto Pires
Contador CRC 1SP184830/O-7
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais - R$)
| | Note | | June 30, 2015 | | December 31, 2014 |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | | 5 | | | | 2,531,947 | | | | 1,649,340 | |
Investment securities | | | | | | | 725,916 | | | | 149,735 | |
Trade receivables | | | 6 | | | | 985,703 | | | | 865,109 | |
Derivative financial instruments | | | 26 | | | | 152,733 | | | | 30,069 | |
Inventories | | | | | | | 439,184 | | | | 353,720 | |
Receivables from related parties | | | 8 | | | | 55,984 | | | | 38,357 | |
Income tax receivable | | | | | | | 64,327 | | | | 94,100 | |
Other current tax receivable | | | | | | | 397,152 | | | | 78,818 | |
Other trade receivables | | | 7 | | | | 74,985 | | | | 69,683 | |
Dividends receivable | | | | | | | 47,352 | | | | 36,130 | |
Assets held for sale | | | 11 | | | | 42,728 | | | | 25,089 | |
Other current assets | | | | | | | 151,379 | | | | 174,957 | |
| | | | | | | | | | | | |
Total current assets | | | | | | | 5,669,390 | | | | 3,565,107 | |
| | | | | | | | | | | | |
Trade receivables | | | 6 | | | | 120,856 | | | | 480,992 | |
Restricted cash | | | | | | | 148,326 | | | | — | |
Deferred tax assets | | | 19 | | | | 1,602,619 | | | | 214,164 | |
Receivables from related parties | | | 8 | | | | 197,520 | | | | 212,527 | |
Income tax receivable | | | | | | | 175,028 | | | | 8,778 | |
Other non-current tax receivable | | | | | | | 488,835 | | | | 17,299 | |
Judicial deposits | | | 20 | | | | 757,031 | | | | 418,385 | |
Other trade receivables | | | 7 | | | | 345,236 | | | | 370,497 | |
Derivative financial instruments | | | 26 | | | | 1,414,421 | | | | 860,509 | |
Other non-current assets | | | | | | | 898,224 | | | | 648,669 | |
Investment in associates | | | 9 | | | | 177,638 | | | | 130,677 | |
Investment in joint ventures | | | 10 | | | | 8,517,721 | | | | 8,404,503 | |
Investment property | | | 11 | | | | 2,643,211 | | | | 2,641,978 | |
Property, plant and equipment | | | 12 | | | | 9,186,721 | | | | 1,435,890 | |
Intangible assets and goodwill | | | 13 | | | | 17,211,442 | | | | 10,286,373 | |
| | | | | | | | | | | | |
Total non-current assets | | | | | | | 43,884,829 | | | | 26,131,241 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 49,554,219 | | | | 29,696,348 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais - R$)
| | Note | | June 30, 2015 | | December 31, 2014 |
Liabilities | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 14 | | | | 2,353,182 | | | | 1,056,353 | |
Leases | | | 15 | | | | 443,433 | | | | — | |
Advances on real estate credits | | | | | | | 143,283 | | | | — | |
Derivative financial instruments | | | 26 | | | | 120,129 | | | | 13,803 | |
Trade payables | | | 17 | | | | 2,015,638 | | | | 1,112,459 | |
Employee benefits payable | | | | | | | 212,046 | | | | 120,416 | |
Income tax payable | | | | | | | 27,446 | | | | 30,905 | |
Other taxes payable | | | 18 | | | | 170,336 | | | | 307,741 | |
Leases and concessions | | | 16 | | | | 19,300 | | | | — | |
Dividends payable | | | | | | | 18,363 | | | | 33,354 | |
Payables to related parties | | | 8 | | | | 111,226 | | | | 137,441 | |
Other current liabilities | | | | | | | 384,042 | | | | 158,471 | |
| | | | | | | | | | | | |
Total current liabilities | | | | | | | 6,018,424 | | | | 2,970,943 | |
| | | | | | | | | | | | |
Loans, borrowings and debentures | | | 14 | | | | 14,193,057 | | | | 7,446,287 | |
Leases | | | 15 | | | | 1,350,327 | | | | — | |
Advances on real estate credits | | | | | | | 177,127 | | | | — | |
Derivative financial instruments | | | 26 | | | | 527,595 | | | | 319,632 | |
Trade payables | | | 17 | | | | 1,110 | | | | — | |
Other taxes payable | | | 18 | | | | 531,955 | | | | 334,565 | |
Provision for legal proceedings | | | 20 | | | | 1,248,432 | | | | 657,779 | |
Leases and concessions | | | 16 | | | | 2,030,247 | | | | — | |
Pension and post-employment benefits | | | 28 | | | | 312,047 | | | | 301,850 | |
Deferred tax liabilities | | | 19 | | | | 4,149,807 | | | | 1,739,274 | |
Preferred shareholders payable in subsidiaries | | | 21 | | | | 2,050,181 | | | | 1,926,888 | |
Deferred revenue | | | | | | | 108,173 | | | | — | |
Other non-current liabilities | | | | | | | 618,860 | | | | 509,823 | |
| | | | | | | | | | | | |
Total non-current liabilities | | | | | | | 27,298,918 | | | | 13,236,098 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 33,317,342 | | | | 16,207,041 | |
| | | | | | | | | | | | |
Shareholders' equity | | | 22 | | | | | | | | | |
Share capital | | | | | | | 5,328 | | | | 5,328 | |
Additional paid in capital | | | | | | | 4,004,253 | | | | 3,887,109 | |
Other comprehensive loss | | | | | | | (190,860 | ) | | | (165,618 | ) |
Retained earnings | | | | | | | 2,039,561 | | | | 2,117,739 | |
| | | | | | | | | | | | |
Equity attributable to owners of the parent | | | | | | | 5,858,282 | | | | 5,844,558 | |
Non-controlling interests | | | 9 | | | | 10,378,595 | | | | 7,644,749 | |
| | | | | | | | | | | | |
Total shareholders' equity | | | | | | | 16,236,877 | | | | 13,489,307 | |
| | | | | | | | | | | | |
Total shareholders' equity and liabilities | | | | | | | 49,554,219 | | | | 29,696,348 | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income (loss)
For the three and six month periods ended June 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | April 1, 2015 to | | January 1, 2015 | | April 1, 2014 to | | January 1, 2014 |
| | Note | | June 30, 2015 | | to June 30, 2015 | | June 30, 2014 | | to June 30, 2014 |
Net sales | | | | | | | 3,333,241 | | | | 5,474,365 | | | | 2,246,009 | | | | 4,403,195 | |
Cost of sales | | | | | | | (2,167,637 | ) | | | (3,758,978 | ) | | | (1,545,075 | ) | | | (3,065,869 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | | | | | 1,165,604 | | | | 1,715,387 | | | | 700,934 | | | | 1,337,326 | |
| | | | | | | | | | | | | | | | | | | | |
Selling expenses | | | | | | | (221,034 | ) | | | (440,361 | ) | | | (224,284 | ) | | | (430,904 | ) |
General and administrative expenses | | | | | | | (233,506 | ) | | | (413,318 | ) | | | (170,408 | ) | | | (317,985 | ) |
Other expense, net | | | 25 | | | | 37,919 | | | | (61,404 | ) | | | (66,197 | ) | | | (98,989 | ) |
| | | | | | | | | | | | | | | | | | | | |
Operating expense | | | | | | | (416,621 | ) | | | (915,083 | ) | | | (460,889 | ) | | | (847,878 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income before financial results, equity | | | | | | | | | | | | | | | | | | | | |
in earnings of investees and income taxes | | | | | | | 748,983 | | | | 800,304 | | | | 240,045 | | | | 489,448 | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings of investees | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of associates | | | 9 | | | | 1,656 | | | | (2,978 | ) | | | 1,858 | | | | 667 | |
Equity in earnings of joint ventures | | | 10 | | | | 90,274 | | | | 248,045 | | | | 162,473 | | | | 385,465 | |
| | | | | | | 91,930 | | | | 245,067 | | | | 164,331 | | | | 386,132 | |
Financial results | | | 24 | | | | | | | | | | | | | | | | | |
Finance expense | | | | | | | (649,236 | ) | | | (940,848 | ) | | | (321,994 | ) | | | (507,459 | ) |
Finance income | | | | | | | 121,956 | | | | 191,747 | | | | 74,420 | | | | 122,771 | |
Foreign exchange (losses) gains, net | | | | | | | 98,078 | | | | (493,756 | ) | | | 20,822 | | | | 96,559 | |
Derivatives | | | | | | | (179,704 | ) | | | 375,528 | | | | (12,106 | ) | | | (73,187 | ) |
| | | | | | | (608,906 | ) | | | (867,329 | ) | | | (238,858 | ) | | | (361,316 | ) |
| | | | | | | | | | | | | | | | | | | | |
Profit before taxes | | | | | | | 232,007 | | | | 178,042 | | | | 165,518 | | | | 514,264 | |
| | | | | | | | | | | | | | | | | | | | |
Income tax (expense) benefit | | | 19 | | | | | | | | | | | | | | | | | |
Current | | | | | | | (115,853 | ) | | | (120,691 | ) | | | (35,688 | ) | | | (66,227 | ) |
Deferred | | | | | | | 32,853 | | | �� | 117,382 | | | | 53,504 | | | | 24,482 | |
| | | | | | | (83,000 | ) | | | (3,309 | ) | | | 17,816 | | | | (41,745 | ) |
| | | | | | | | | | | | | | | | | | | | |
Profit from continuing operations | | | | | | | 149,007 | | | | 174,733 | | | | 183,334 | | | | 472,519 | |
Loss from discontinued operations, net of tax | | | 30 | | | | (3,582 | ) | | | (3,582 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | | | | | 145,425 | | | | 171,151 | | | | 183,334 | | | | 472,519 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | 22 | | | | | | | | | | | | | | | | | |
Items that will not be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | | | |
Actuarial loss on defined benefit plan | | | | | | | — | | | | — | | | | (1,058 | ) | | | (1,417 | ) |
Taxes on items that will not | | | | | | | | | | | | | | | | | | | | |
be reclassified to profit or loss | | | | | | | — | | | | — | | | | 360 | | | | 482 | |
| | | | | | | — | | | | — | | | | (698 | ) | | | (935 | ) |
Items that may be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effect | | | | | | | 13,649 | | | | (67,037 | ) | | | 6,687 | | | | 3,164 | |
Gain (loss) on cash flow hedge in | | | | | | | | | | | | | | | | | | | | |
joint ventures and subsidiary | | | | | | | 35,793 | | | | 56,528 | | | | 33,027 | | | | (41,380 | ) |
Changes in fair value of | | | | | | | | | | | | | | | | | | | | |
available for sale securities | | | | | | | 3,512 | | | | 4,998 | | | | 1,635 | | | | 2,547 | |
Taxes on items that may be | | | | | | | | | | | | | | | | | | | | |
reclassified to profit or loss | | | | | | | (1,568 | ) | | | (2,073 | ) | | | (11,785 | ) | | | 13,203 | |
| | | | | | | 51,386 | | | | (7,584 | ) | | | 29,564 | | | | (22,466 | ) |
Total other comprehensive | | | | | | | | | | | | | | | | | | | | |
loss, net of tax | | | | | | | 51,386 | | | | (7,584 | ) | | | 28,866 | | | | (23,401 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | 196,811 | | | | 163,567 | | | | 212,200 | | | | 449,118 | |
| | | | | | | | | | | | | | | | | | | | |
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income (loss)
For the three and six month periods ended June 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
Net income attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent (including | | | | | | | | | | | | | | | | | | | | |
discontinued operations) | | | | | | | 6,528 | | | | 16,067 | | | | 38,748 | | | | 179,553 | |
Non-controlling interests | | | | | | | 138,897 | | | | 155,084 | | | | 144,586 | | | | 292,966 | |
| | | | | | | | | | | | | | | | | | | | |
Total comprehensive | | | | | | | | | | | | | | | | | | | | |
income (loss) attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | | | | | 41,285 | | | | (9,174 | ) | | | 59,392 | | | | 170,217 | |
Non-controlling interests | | | | | | | 155,526 | | | | 172,741 | | | | 152,808 | | | | 278,901 | |
| | | | | | | | | | | | | | | | | | | | |
Basic earnings per share | | | 23 | | | | | | | | | | | | | | | | | |
Continuing operations | | | | | | R$ | 0.03 | | | R$ | 0.06 | | | R$ | 0.15 | | | R$ | 0.68 | |
Discontinued operations | | | | | | R$ | (0.00) | | | R$ | 0.00 | | | R$ | 0.00 | | | R$ | 0.00 | |
| | | | | | R$ | 0.03 | | | R$ | 0.06 | | | R$ | 0.15 | | | R$ | 0.68 | |
Diluted earnings per share | | | 23 | | | | | | | | | | | | | | | | | |
Continuing operations | | | | | | R$ | (0.03) | | | R$ | 0.00 | | | R$ | 0.06 | | | R$ | 0.51 | |
Discontinued operations | | | | | | R$ | (0.00) | | | R$ | (0.00) | | | R$ | 0.00 | | | R$ | 0.00 | |
| | | | | | R$ | (0.03) | | | R$ | 0.00 | | | R$ | 0.06 | | | R$ | 0.51 | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Statements of changes in shareholders’ equity
For the six months period ended June 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | Capital reserve | | | | | | Equity | | | | |
| | | | Additional | | Other | | | | 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 | | | — | | | | — | | | | — | | | | 16,068 | | | | 16,068 | | | | 155,084 | | | | 171,152 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | — | | | | — | | | | (60,767 | ) | | | — | | | | (60,767 | ) | | | (6,270 | ) | | | (67,037 | ) |
Gain on cash flow hedge in | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
joint ventures and subsidiary | | | — | | | | — | | | | 35,102 | | | | — | | | | 35,102 | | | | 21,052 | | | | 56,154 | |
Changes in fair value of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
available for sale Securities | | | — | | | | — | | | | 423 | | | | — | | | | 423 | | | | 2,876 | | | | 3,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | (25,242 | ) | | | 16,068 | | | | (9,174 | ) | | | 172,742 | | | | 163,568 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends - non-controlling interests | | | — | | | | (1,965 | ) | | | — | | | | — | | | | (1,965 | ) | | | (1,179 | ) | | | (3,144 | ) |
Share based compensation - Subsidiaries | | | — | | | | 3,664 | | | | — | | | | — | | | | 3,664 | | | | 2,195 | | | | 5,859 | |
Dividends | | | — | | | | — | | | | — | | | | (94,246 | ) | | | (94,246 | ) | | | (237,586 | ) | | | (331,832 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
distributions to owners of the Parent | | | — | | | | 1,699 | | | | — | | | | (94,246 | ) | | | (92,547 | ) | | | (236,570 | ) | | | (329,117 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of non-controlling interest | | | — | | | | 409 | | | | — | | | | — | | | | 409 | | | | (12,594 | ) | | | (12,185 | ) |
Business combination ALL | | | — | | | | 118,937 | | | | — | | | | — | | | | 118,937 | | | | 2,831,469 | | | | 2,950,406 | |
Share buy-back costs - Rumo | | | — | | | | (3,901 | ) | | | — | | | | — | | | | (3,901 | ) | | | (21,201 | ) | | | (25,102 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total transactions with owners of the Parent | | | — | | | | 115,445 | | | | — | | | | — | | | | 115,445 | | | | 2,797,674 | | | | 2,913,119 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2015 | | | 5,328 | | | | 4,004,253 | | | | (190,860 | ) | | | 2,039,561 | | | | 5,858,282 | | | | 10,378,595 | | | | 16,236,877 | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Statements of changes in shareholders’ equity
For the six months period ended June 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | Capital reserve | | | | | | Equity | | | | |
| | | | Additional | | Other | | | | 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 | | | — | | | | — | | | | — | | | | 179,553 | | | | 179,553 | | | | 292,966 | | | | 472,519 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | — | | | | — | | | | 7,697 | | | | — | | | | 7,697 | | | | (4,533 | ) | | | 3,164 | |
Loss on cash flow hedge in | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
joint ventures and subsidiary | | | — | | | | — | | | | (17,015 | ) | | | — | | | | (17,015 | ) | | | (10,296 | ) | | | (27,311 | ) |
Actuarial loss on defined benefit plan | | | — | | | | — | | | | (372 | ) | | | — | | | | (372 | ) | | | (563 | ) | | | (935 | ) |
Changes in fair value of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
available for sale Securities | | | — | | | | — | | | | 354 | | | | — | | | | 354 | | | | 1,327 | | | | 1,681 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | (9,336 | ) | | | 179,553 | | | | 170,217 | | | | 278,901 | | | | 449,118 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share options exercised - Subsidiaries | | | — | | | | 3,055 | | | | — | | | | — | | | | 3,055 | | | | 1,849 | | | | 4,904 | |
Dividends - non-controlling interests | | | — | | | | 458 | | | | — | | | | — | | | | 458 | | | | — | | | | 458 | |
Share based compensation - Subsidiaries | | | — | | | | 3,194 | | | | — | | | | — | | | | 3,194 | | | | 1,932 | | | | 5,126 | |
Dividends | | | — | | | | — | | | | — | | | | (92,071 | ) | | | (92,071 | ) | | | (115,433 | ) | | | (207,504 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
owners of the Parent | | | — | | | | 6,707 | | | | — | | | | (92,071 | ) | | | (85,364 | ) | | | (111,652 | ) | | | (197,016 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of non-controlling interest | | | — | | | | (820 | ) | | | — | | | | — | | | | (820 | ) | | | 3,018 | | | | 2,198 | |
Acquisition cost of the preferred | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
shares of subsidiaries | | | — | | | | (22,513 | ) | | | — | | | | — | | | | (22,513 | ) | | | (13,622 | ) | | | (36,135 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total transactions with owners of the Parent | | | — | | | | (23,333 | ) | | | — | | | | — | | | | (23,333 | ) | | | (10,604 | ) | | | (33,937 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2014 | | | 5,328 | | | | 3,812,232 | | | | (94,223 | ) | | | 2,224,457 | | | | 5,947,794 | | | | 7,590,135 | | | | 13,537,929 | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Consolidated statements of cash flows
For the six month period ended June 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | January 1, 2015 | | January 1, 2014 |
| | Note | | to June 30, 2015 | | to June 30, 2014 |
Cash flows from operating activities | | | | | | | | | | | | |
Profit before taxes | | | | | | | 178,043 | | | | 514,264 | |
Adjustments for: | | | | | | | | | | | | |
Depreciation and amortization | | | 12 / 13 | | | | 482,062 | | | | 331,312 | |
Equity in earnings of associates | | | 9 | | | | 2,978 | | | | (667 | ) |
Equity in earnings of joint ventures | | | 10 | | | | (248,045 | ) | | | (385,465 | ) |
Loss on disposal of assets | | | | | | | 3,096 | | | | 4,806 | |
Share-based compensation expense | | | 8 | | | | 5,859 | | | | 5,126 | |
Change in fair value of investment property | | | 11 / 25 | | | | (23,162 | ) | | | (44,983 | ) |
Provisions for legal proceedings | | | | | | | 23,537 | | | | 26,230 | |
Indexation charges, interest and | | | | | | | | | | | | |
exchange gains/losses, net | | | | | | | 988,093 | | | | 388,300 | |
Other | | | | | | | 69,876 | | | | 45,509 | |
| | | | | | | 1,482,337 | | | | 884,432 | |
Changes in: | | | | | | | | | | | | |
Trade receivables | | | | | | | (61,150 | ) | | | (129,754 | ) |
Inventories | | | | | | | 4,005 | | | | 7,546 | |
Recoverable taxes | | | | | | | 45,880 | | | | 36,455 | |
Related parties | | | | | | | (60,268 | ) | | | (50,595 | ) |
Advances to suppliers | | | | | | | (25,474 | ) | | | — | |
Trade payables | | | | | | | 335,339 | | | | 58,271 | |
Employee benefits | | | | | | | (51,425 | ) | | | (42,658 | ) |
Provisions for legal proceedings | | | | | | | (7,360 | ) | | | (7,998 | ) |
Judicial deposits | | | | | | | (16,802 | ) | | | (1,120 | ) |
Actuarial on defined benefit plan | | | | | | | (11,201 | ) | | | (3,949 | ) |
Income and other taxes | | | | | | | (113,194 | ) | | | (132,006 | ) |
Other assets and liabilities, net | | | | | | | (119,281 | ) | | | (113,721 | ) |
| | | | | | | (80,931 | ) | | | (379,529 | ) |
| | | | | | | | | | | | |
Net cash generated by operating activities | | | | | | | 1,401,406 | | | | 504,903 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Capital contribution in associates | | | | | | | (48,721 | ) | | | (12,667 | ) |
Securities | | | | | | | 183,192 | | | | — | |
Restricted cash | | | | | | | 74,742 | | | | — | |
Net cash acquired in business combination | | | 3 | | | | 169,703 | | | | — | |
Dividends received from associates | | | | | | | 1,151 | | | | 1,938 | |
Dividends received from joint ventures | | | | | | | 206,425 | | | | 197,000 | |
Acquisition of property, plant and | | | | | | | | | | | | |
equipment and intangible assets | | | | | | | (797,960 | ) | | | (458,810 | ) |
Proceeds from sale of property, plant | | | | | | | | | | | | |
and equipment, intangibles and investments | | | | | | | 1,316 | | | | 796 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | | | | | (210,152 | ) | | | (271,743 | ) |
| | | | | | | | | | | | |
Cosan Limited
Consolidated statements of cash flows
For the six month period ended June 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | January 1, 2015 | | January 1, 2014 |
| | Note | | to June 30, 2015 | | to June 30, 2014 |
Cash flows from financing activities | | | | | | | | | | | | |
Loans, borrowings and debentures raised | | | | | | | 2,382,655 | | | | 826,607 | |
Payment of loans, borrowings and debentures | | | | | | | | | | | | |
Principal | | | | | | | (1,865,705 | ) | | | (2,439,439 | ) |
Interest | | | | | | | (488,549 | ) | | | (491,106 | ) |
Payment of leases | | | | | | | | | | | | |
Principal | | | | | | | (83,372 | ) | | | — | |
Interest | | | | | | | (63,005 | ) | | | — | |
Advances on real estate credits | | | | | | | (33,061 | ) | | | — | |
Derivative financial instruments | | | | | | | 203,950 | | | | (36,275 | ) |
Share capital paid in preferred shares | | | | | | | — | | | | 2,000,000 | |
Dividends paid | | | | | | | (356,430 | ) | | | (272,058 | ) |
Treasury shares | | | | | | | (12,185 | ) | | | — | |
Related parties | | | | | | | (3,806 | ) | | | — | |
Proceeds from exercise of share options | | | | | | | — | | | | 4,904 | |
| | | | | | | | | | | | |
Net cash used in financing activities | | | | | | | (319,508 | ) | | | (407,367 | ) |
| | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | | | | | 871,746 | | | | (174,207 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | | | | | | 1,649,340 | | | | 1,509,565 | |
Effects of exchange rate changes on cash held | | | | | | | 10,861 | | | | 5,077 | |
| | | | | | | | | | | | |
Cash and cash equivalents at ended of period | | | | | | | 2,531,947 | | | | 1,340,435 | |
| | | | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | | | |
Income taxes paid | | | | | | | 52,725 | | | | 82,289 | |
Business combination - non-cash effect | | | | | | | 2,537,831 | | | | — | |
The accompanying notes are an integral part of these consolidated interim financial statements. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 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.”) and Cosan Logística S.A. (“Cosan Log”) through a 62.51 % and 63.27% interest, respectively. 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”); (ii) Logistics services including transportation, port loading and storage of sugar, leasing or lending of locomotives, wagons and other railway equipment, through its indirect subsidiaries Rumo Logística Operadora Multimodal S.A. and América Latina Logística S.A. (“Cosan Log”); (iii) Purchase, sale and leasing of agricultural land through its subsidiaries, Radar Propriedades Agrícolas S.A. and Radar II Propriedades Agrícolas S.A. ("Radar"); (iv) Production and distribution of lubricants, through its indirect subsidiaries Cosan Lubrificantes e Especialidades S.A. (“CLE”) and Comma Oil & Chemicals Ltd. (“Comma”), under theMobil licensed trademark in Brazil, Bolivia, Uruguay and Paraguay, in addition to the European and Asian market using theComma brand and corporate activities (“Lubricants”); 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.
| 2.1 | Statement of compliance |
The consolidated interim financial statements have been prepared in accordance with IAS 34Interim 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.
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 August 6, 2015.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 2.2 | Basis of consolidation |
The consolidated interim financial statements include the accounts of Cosan and its subsidiaries are listed below:
| | | Ownership percentage | |
| | | June 30, 2015 | | | | December 31, 2014 | |
Directly owned subsidiaries | | | | | | | | |
Cosan Logística S.A.(i) | | | 63.27 | | | | 62.51 | |
Cosan S.A. Indústria e Comércio | | | 62.51 | | | | 62.51 | |
| (i) | Change in the ownership interest reflects the buy-back program of its common shares, as per the press release issued on April 7, 2015. |
During the 2nd quarter of 2015, Cosan S.A. increased its interest in COMGÁS to 61.33% due to the capital increase arising from the partial use of tax benefit of goodwill according to the COMGÁS "Extraordinary Annual General Meeting" held on April 30, 2015. The Company did not recognize the new ownership percentage, because it is awaiting the end of the deadline for the minorities to exercise their option to purchase additional shares.
| 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, 2018. 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.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
ALL – América Latina Logística S.A. (“ALL”)
On April 1, 2015, Cosan, through its subsidiary Rumo Logística Operadora Multimodal S.A. (“Rumo”), acquired 100% of the common shares of ALL and started to consolidate the results of operations of ALL as of that date.
The acquisition occurred through the replacement of ALL shares with Rumo shares, at the exchange ratio of 2.879303067 registered, book-entry common shares without par value issued by Rumo for each 1 (one) registered, book-entry common share without par value issued by ALL. Therefore, according to such exchange ratio, 1,963,670,770 registered, book-entry common shares without par value were issued by Rumo, representing 65.67% of Rumo’s shareholders’ equity, attributable to ALL shareholders registered on March 31, 2015, represented by 681,995,165 common shares.
ALL is located in the City of Curitiba, State of Paraná. The Company’s main activities are the railroad transportation related activities and the acquisition, leasing or lending of locomotives, wagons and other railway equipment.
ALL operates railroad transportation in the Southern region of Brazil through ALL – América Latina Logística Malha Sul S.A., and in the Mid-West region and State of São Paulo through its subsidiaries ALL – América Latina Logística Malha Paulista S.A., ALL – América Latina Logística Malha Norte S.A. and ALL – América Latina Logística Malha Oeste S.A..
| (i) | Consideration transferred |
The fair value of the ordinary shares issued was based on the listed share price of the ALL (ticker – ALL3.SA) as at March 31, 2015 of R$ 3.97 per share. Additionally, the value was adjusted by the settlement of pre-existing relationship, as follows:
| | In thousands of R$ |
Equity instruments (681,995,165 common shares) | | | 2,707,534 | |
Settlement of pre-existing relationship | | | 29,838 | |
| | | | |
Total consideration transferred | | | 2,737,372 | |
| (a) | Settlement of pre-existing relationship |
In March 2009, Rumo and ALL entered into an operating agreement (pre-existing relationship) for the supply of sugar transport logistics and other grains from the western of the state of São Paulo to the Port of Santos, in which Rumo has port concessions for lifting services.
According to the terms of the existing agreement, Rumo invested in the construction and improvement of permanent roads under concession of ALL and acquisition of rolling stock for use in the transport of products in the rail network, in order to increase rail freight transport capacity in ALL. In exchange for the Company's investments, the agreement stipulated that ALL should provide a certain capacity of rail transport services, as well as compensate Rumo through the payment of a fee, fixed contractually, per ton of product transported by ALL on the rail network and / or by the use of undercarriage given by Rumo to ALL.
This pre-existing relationship was settled when Rumo acquired ALL. As a result of this settlement, Rumo recorded a gain of R$ 29,838 in the profit or loss as "other operating income".
The fair value of the settlement of pre-existing relationship has been the difference between the value of the investment made by Rumo and the discounted cash flow of the remuneration of such investment, considering the volume and contractually agreed rate.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (ii) | Identifiable assets acquired and liabilities assumed |
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition:
Description | | | | |
Cash and cash equivalents | | | 169,703 | |
Investment securities | | | 940,689 | |
Trade receivables | | | 407,459 | |
Inventories | | | 84,326 | |
Other credits | | | 1,622,044 | |
Property, plant and equipment | | | 7,225,047 | |
Intangible assets | | | 7,483,232 | |
Loans, borrowings and debentures | | | (6,639,223 | ) |
Leases | | | (1,857,947 | ) |
Advances on real estate credits | | | (340,255 | ) |
Trade payables | | | (890,153 | ) |
Leases and concessions | | | (1,974,280 | ) |
Provision for legal proceedings | | | (554,269 | ) |
Deferred tax liabilities | | | (1,135,203 | ) |
Other liabilities | | | (1,560,925 | ) |
| | | | |
Consolidated net assets | | | 2,980,245 | |
| | | | |
Non-controlling interests | | | (242,873 | ) |
| | | | |
Total identifiable net assets acquired | | | 2,737,372 | |
| (a) | Measurement of fair value |
The valuation techniques used for measuring the fair value were market prices for similar items when they are available, depreciated replacement cost when appropriate, discounted cash flow, and other.
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.
Rumo has elected to measure the participation of Brado Holding S.A. (“Brado”) minority shareholders according to the proportion of the non-controlling shareholders’ in the fair value of identifiable net assets of Brado.
Accounts receivable fair value of R$ 407,459 is net of an allowance of R$ 59,506.
The costs related the acquisition were recorded in "other operating expenses" in the profit and loss in the amount of R$ 5,295.
The consolidated statement of profit or loss includes, from the date of acquisition, revenues and net income of R$ 1,124,779 and R$ 54,503, respectively, generated by ALL and its subsidiaries.
If ALL had been consolidated from January 1, 2015, the consolidated statement of profit or loss would present net revenue of R$ 2,190,421 and a net loss of R$ 192,998.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Segment information
The following segment information is used by Cosan's senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions with regards to the allocation of resources. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Cosan evaluates the performance of its operating segments based on the measure of Earnings Before Interest Tax, Depreciation and Amortization (“EBITDA”). A reconciliation of EBITDA to profit (loss) is presented below.
Operating segments
I. | Raízen Energia: production and marketing of a variety of products derived from sugar cane, including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to energy cogeneration fromsugarcane bagasse. In addition, this segment holds interests in companies engaged in research and development on new technology; |
| II. | Raízen Combustíveis: distribution and marketing of fuels, mainly through a franchised network of service stations under the brandShell throughout Brazil; |
| III. | COMGÁS: distribution of piped natural gas to part of the State of São Paulo (approximately 180 municipalities, including the region called Greater São Paulo) to customers in the industrial, residential, commercial, automotive, thermo generation and cogeneration sectors; |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| IV. | Cosan Log: logistics services for transport, storage and port loading of commodities, mainly for sugar products, leasing or lending of locomotives, wagons and other railway equipment; |
| 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; and |
| VII. | Other business: other investments, in addition to the corporate activities of the Company. The other business segment's includes the subsidiaries responsible for raising funds for the group. |
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 three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | April 1, 2015 to June 30, 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 | | | 1,646,883 | | | | 14,793,885 | | | | 1,671,012 | | | | 26,927 | | | | 424,088 | | | | 1,220,285 | | | | — | | | | (16,440,768 | ) | | | (9,071 | ) | | | 3,333,241 | | | | 2,122,027 | | | | 1,220,285 | |
Domestic market | | | 790,038 | | | | 14,793,885 | | | | 1,671,012 | | | | 26,927 | | | | 338,505 | | | | 1,175,685 | | | | — | | | | (15,583,923 | ) | | | (9,071 | ) | | | 3,203,058 | | | | 2,036,444 | | | | 1,175,685 | |
External market | | | 856,845 | | | | — | | | | — | | | | — | | | | 85,583 | | | | 44,600 | | | | — | | | | (856,845 | ) | | | — | | | | 130,183 | | | | 85,583 | | | | 44,600 | |
Gross profit | | | 169,103 | | | | 659,384 | | | | 580,093 | | | | 21,397 | | | | 109,827 | | | | 454,287 | | | | — | | | | (828,487 | ) | | | — | | | | 1,165,604 | | | | 711,317 | | | | 454,287 | |
Selling expenses | | | (88,087 | ) | | | (281,090 | ) | | | (150,654 | ) | | | — | | | | (70,380 | ) | | | — | | | | — | | | | 369,177 | | | | — | | | | (221,034 | ) | | | (221,034 | ) | | | — | |
General and administrative expenses | | | (121,175 | ) | | | (97,231 | ) | | | (73,860 | ) | | | (6,988 | ) | | | (17,385 | ) | | | (84,782 | ) | | | (50,491 | ) | | | 218,406 | | | | — | | | | (233,506 | ) | | | (142,597 | ) | | | (84,782 | ) |
Other income (expense), net | | | (24,342 | ) | | | 82,634 | | | | (1,787 | ) | | | 6,460 | | | | 214 | | | | 39,831 | | | | (6,799 | ) | | | (58,292 | ) | | | — | | | | 37,919 | | | | (1,911 | ) | | | 39,831 | |
Financial results | | | 10,958 | | | | (34,279 | ) | | | (58,294 | ) | | | 1,979 | | | | (12,766 | ) | | | (323,003 | ) | | | (216,822 | ) | | | 23,321 | | | | — | | | | (608,906 | ) | | | (260,761 | ) | | | (323,003 | ) |
Financial expense | | | (195,132 | ) | | | (47,074 | ) | | | (92,788 | ) | | | (351 | ) | | | (13,043 | ) | | | (354,971 | ) | | | (192,261 | ) | | | 242,206 | | | | 4,178 | | | | (649,236 | ) | | | (285,655 | ) | | | (354,971 | ) |
Financial income | | | 152,405 | | | | 41,452 | | | | 41,910 | | | | 2,330 | | | | 1,027 | | | | 47,899 | | | | 32,968 | | | | (193,857 | ) | | | (4,178 | ) | | | 121,956 | | | | 74,036 | | | | 47,899 | |
Foreign exchange losses, net | | | 145,247 | | | | 28,116 | | | | 46,063 | | | | — | | | | 2,960 | | | | (59 | ) | | | 49,114 | | | | (173,363 | ) | | | — | | | | 98,078 | | | | 107,547 | | | | (59 | ) |
Derivatives | | | (91,562 | ) | | | (56,773 | ) | | | (53,479 | ) | | | — | | | | (3,710 | ) | | | (15,872 | ) | | | (106,643 | ) | | | 148,335 | | | | — | | | | (179,704 | ) | | | (156,689 | ) | | | (15,872 | ) |
Equity in earnings of associates | | | (11,422 | ) | | | 3,064 | | | | — | | | | — | | | | (2,131 | ) | | | 181 | | | | 169,310 | | | | 8,358 | | | | (165,704 | ) | | | 1,656 | | | | 1,475 | | | | 181 | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 90,274 | | | | — | | | | — | | | | 90,274 | | | | 90,274 | | | | — | |
Income tax expense benefit | | | 38,715 | | | | (117,122 | ) | | | (100,134 | ) | | | (3,477 | ) | | | (3,318 | ) | | | (46,573 | ) | | | 70,502 | | | | 78,407 | | | | — | | | | (83,000 | ) | | | (36,427 | ) | | | (46,573 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (26,250 | ) | | | 215,360 | | | | 195,364 | | | | 19,371 | | | | 4,061 | | | | 39,941 | | | | 55,974 | | | | (189,110 | ) | | | (165,704 | ) | | | 149,007 | | | | 140,336 | | | | 39,941 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 336,430 | | | | 147,697 | | | | 119,701 | | | | 246 | | | | 18,919 | | | | 176,885 | | | | 1,059 | | | | (484,127 | ) | | | — | | | | 316,810 | | | | 139,925 | | | | 176,885 | |
EBITDA | | | 260,507 | | | | 514,458 | | | | 473,493 | | | | 21,115 | | | | 39,064 | | | | 586,402 | | | | 203,353 | | | | (774,965 | ) | | | (165,704 | ) | | | 1,157,723 | | | | 577,449 | | | | 586,402 | |
Additions to PP&E, intangible | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and biological assets (cash) | | | 357,555 | | | | 116,873 | | | | 122,454 | | | | 272 | | | | 6,959 | | | | 471,631 | | | | 14,955 | | | | (474,428 | ) | | | — | | | | 616,271 | | | | 144,639 | | | | 471,631 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (26,250 | ) | | | 215,360 | | | | 195,364 | | | | 19,371 | | | | 4,061 | | | | 39,941 | | | | 55,974 | | | | (189,110 | ) | | | (165,704 | ) | | | 149,007 | | | | 140,336 | | | | 39,941 | |
Income tax and social contribution | | | (38,715 | ) | | | 117,122 | | | | 100,134 | | | | 3,477 | | | | 3,318 | | | | 46,573 | | | | (70,502 | ) | | | (78,407 | ) | | | — | | | | 83,000 | | | | 36,427 | | | | 46,573 | |
Financial result, net | | | (10,958 | ) | | | 34,279 | | | | 58,294 | | | | (1,979 | ) | | | 12,766 | | | | 323,003 | | | | 216,822 | | | | (23,321 | ) | | | — | | | | 608,906 | | | | 260,761 | | | | 323,003 | |
Depreciation and amortization | | | 336,430 | | | | 147,697 | | | | 119,701 | | | | 246 | | | | 18,919 | | | | 176,885 | | | | 1,059 | | | | (484,127 | ) | | | — | | | | 316,810 | | | | 139,925 | | | | 176,885 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 260,507 | | | | 514,458 | | | | 473,493 | | | | 21,115 | | | | 39,064 | | | | 586,402 | | | | 203,353 | | | | (774,965 | ) | | | (165,704 | ) | | | 1,157,723 | | | | 577,449 | | | | 586,402 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | January 1, 2015 to June 30, 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 | | | 4,726,922 | | | | 28,855,395 | | | | 3,205,075 | | | | 48,533 | | | | 803,931 | | | | 1,425,897 | | | | — | | | | (33,582,317 | ) | | | (9,071 | ) | | | 5,474,365 | | | | 4,057,539 | | | | 1,425,897 | |
Domestic market | | | 1,956,396 | | | | 28,855,395 | | | | 3,205,075 | | | | 48,533 | | | | 644,171 | | | | 1,352,533 | | | | — | | | | (30,811,791 | ) | | | (9,071 | ) | | | 5,241,241 | | | | 3,897,779 | | | | 1,352,533 | |
External market | | | 2,770,526 | | | | — | | | | — | | | | — | | | | 159,760 | | | | 73,364 | | | | — | | | | (2,770,526 | ) | | | — | | | | 233,124 | | | | 159,760 | | | | 73,364 | |
Gross profit | | | 628,316 | | | | 1,460,805 | | | | 959,479 | | | | 41,265 | | | | 201,094 | | | | 513,549 | | | | — | | | | (2,089,121 | ) | | | — | | | | 1,715,387 | | | | 1,201,838 | | | | 513,550 | |
Selling expenses | | | (237,160 | ) | | | (597,023 | ) | | | (305,176 | ) | | | — | | | | (135,185 | ) | | | — | | | | — | | | | 834,183 | | | | — | | | | (440,361 | ) | | | (440,360 | ) | | | — | |
General and administrative expenses | | | (261,826 | ) | | | (197,502 | ) | | | (160,456 | ) | | | (14,195 | ) | | | (33,532 | ) | | | (109,152 | ) | | | (95,983 | ) | | | 459,328 | | | | — | | | | (413,318 | ) | | | (283,475 | ) | | | (109,154 | ) |
Other income (expense), net | | | 14,757 | | | | 143,560 | | | | (3,867 | ) | | | 20,783 | | | | 373 | | | | 39,371 | | | | (118,064 | ) | | | (158,317 | ) | | | — | | | | (61,404 | ) | | | (100,775 | ) | | | 39,371 | |
Financial results | | | (227,345 | ) | | | (21,326 | ) | | | (132,251 | ) | | | 3,671 | | | | (8,996 | ) | | | (343,402 | ) | | | (386,351 | ) | | | 248,671 | | | | — | | | | (867,329 | ) | | | (545,475 | ) | | | (343,402 | ) |
Financial expense | | | (399,974 | ) | | | (86,029 | ) | | | (196,678 | ) | | | (705 | ) | | | (21,488 | ) | | | (365,294 | ) | | | (364,683 | ) | | | 486,003 | | | | 8,000 | | | | (940,848 | ) | | | (559,468 | ) | | | (365,294 | ) |
Financial income | | | 300,198 | | | | 79,229 | | | | 79,224 | | | | 4,400 | | | | 1,355 | | | | 53,551 | | | | 61,217 | | | | (379,427 | ) | | | (8,000 | ) | | | 191,747 | | | | 138,144 | | | | 53,551 | |
Foreign exchange losses, net | | | (460,179 | ) | | | (144,690 | ) | | | (196,450 | ) | | | (24 | ) | | | 5,575 | | | | (56,276 | ) | | | (246,581 | ) | | | 604,869 | | | | — | | | | (493,756 | ) | | | (460,998 | ) | | | (56,276 | ) |
Derivatives | | | 332,610 | | | | 130,164 | | | | 181,653 | | | | — | | | | 5,562 | | | | 24,617 | | | | 163,696 | | | | (462,774 | ) | | | — | | | | 375,528 | | | | 336,847 | | | | 24,617 | |
Equity in earnings of associates | | | (17,412 | ) | | | 7,112 | | | | — | | | | — | | | | (7,090 | ) | | | 181 | | | | 178,271 | | | | 10,300 | | | | (174,340 | ) | | | (2,978 | ) | | | (3,159 | ) | | | 180 | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 248,045 | | | | — | | | | — | | | | 248,045 | | | | 248,045 | | | | — | |
Income tax expense benefit | | | 81,466 | | | | (262,098 | ) | | | (131,975 | ) | | | (6,821 | ) | | | (9,023 | ) | | | (51,406 | ) | | | 195,916 | | | | 180,632 | | | | — | | | | (3,309 | ) | | | 48,097 | | | | (51,406 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (19,204 | ) | | | 533,528 | | | | 225,754 | | | | 44,703 | | | | 7,641 | | | | 49,141 | | | | 21,834 | | | | (514,324 | ) | | | (174,340 | ) | | | 174,733 | | | | 124,736 | | | | 49,139 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 964,044 | | | | 287,030 | | | | 239,152 | | | | 491 | | | | 36,847 | | | | 203,538 | | | | 2,034 | | | | (1,251,074 | ) | | | — | | | | 482,062 | | | | 278,522 | | | | 203,538 | |
EBITDA | | | 1,090,719 | | | | 1,103,982 | | | | 729,132 | | | | 48,344 | | | | 62,507 | | | | 647,487 | | | | 214,303 | | | | (2,194,701 | ) | | | (174,340 | ) | | | 1,527,433 | | | | 900,636 | | | | 647,485 | |
Additions to PP&E, intangible and biological assets (cash) | | | 1,198,002 | | | | 358,627 | | | | 246,020 | | | | 940 | | | | 15,264 | | | | 502,621 | | | | 33,115 | | | | (1,556,629 | ) | | | — | | | | 797,960 | | | | 295,339 | | | | 502,621 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (19,204 | ) | | | 533,528 | | | | 225,754 | | | | 44,703 | | | | 7,641 | | | | 49,141 | | | | 21,834 | | | | (514,324 | ) | | | (174,340 | ) | | | 174,733 | | | | 124,736 | | | | 49,139 | |
Income tax and social contribution | | | (81,466 | ) | | | 262,098 | | | | 131,975 | | | | 6,821 | | | | 9,023 | | | | 51,406 | | | | (195,916 | ) | | | (180,632 | ) | | | — | | | | 3,309 | | | | (48,097 | ) | | | 51,406 | |
Financial result, net | | | 227,345 | | | | 21,326 | | | | 132,251 | | | | (3,671 | ) | | | 8,996 | | | | 343,402 | | | | 386,351 | | | | (248,671 | ) | | | — | | | | 867,329 | | | | 545,475 | | | | 343,402 | |
Depreciation and amortization | | | 964,044 | | | | 287,030 | | | | 239,152 | | | | 491 | | | | 36,847 | | | | 203,538 | | | | 2,034 | | | | (1,251,074 | ) | | | — | | | | 482,062 | | | | 278,522 | | | | 203,538 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,090,719 | | | | 1,103,982 | | | | 729,132 | | | | 48,344 | | | | 62,507 | | | | 647,487 | | | | 214,303 | | | | (2,194,701 | ) | | | (174,340 | ) | | | 1,527,433 | | | | 900,636 | | | | 647,485 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | April 1, 2014 to June 30, 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 | | | 1,686,295 | | | | 13,684,833 | | | | 1,616,390 | | | | 35,194 | | | | 403,946 | | | | 190,481 | | | | (2 | ) | | | (15,371,128 | ) | | | — | | | | 2,246,009 | | | | 2,055,528 | | | | 190,481 | |
Domestic market | | | 804,045 | | | | 13,684,833 | | | | 1,616,390 | | | | 35,194 | | | | 333,431 | | | | 156,758 | | | | (2 | ) | | | (14,488,878 | ) | | | — | | | | 2,141,771 | | | | 1,985,013 | | | | 156,758 | |
External market | | | 882,250 | | | | — | | | | — | | | | — | | | | 70,515 | | | | 33,723 | | | | — | | | | (882,250 | ) | | | — | | | | 104,238 | | | | 70,515 | | | | 33,723 | |
Gross profit | | | 325,518 | | | | 617,953 | | | | 525,116 | | | | 25,108 | | | | 88,800 | | | | 61,912 | | | | (2 | ) | | | (943,471 | ) | | | — | | | | 700,934 | | | | 639,023 | | | | 61,912 | |
Selling expenses | | | (117,716 | ) | | | (301,549 | ) | | | (158,421 | ) | | | — | | | | (65,864 | ) | | | — | | | | — | | | | 419,265 | | | | — | | | | (224,285 | ) | | | (224,286 | ) | | | — | |
General and administrative expenses | | | (121,002 | ) | | | (95,817 | ) | | | (76,034 | ) | | | (8,496 | ) | | | (16,422 | ) | | | (22,764 | ) | | | (46,691 | ) | | | 216,819 | | | | — | | | | (170,407 | ) | | | (133,080 | ) | | | (22,764 | ) |
Other income (expense), net | | | (1,510 | ) | | | 76,669 | | | | (815 | ) | | | 67,909 | | | | (240 | ) | | | (8,182 | ) | | | (124,869 | ) | | | (75,159 | ) | | | — | | | | (66,197 | ) | | | (58,013 | ) | | | (8,182 | ) |
Financial results | | | 13,502 | | | | 7,474 | | | | (47,203 | ) | | | 2,146 | | | | 21,924 | | | | (23,902 | ) | | | (191,823 | ) | | | (20,976 | ) | | | — | | | | (238,858 | ) | | | (203,380 | ) | | | (23,902 | ) |
Financial expense | | | (113,764 | ) | | | (43,261 | ) | | | (70,770 | ) | | | (296 | ) | | | (7,473 | ) | | | (33,978 | ) | | | (212,464 | ) | | | 157,025 | | | | 2,987 | | | | (321,994 | ) | | | (283,146 | ) | | | (33,978 | ) |
Financial income | | | 79,801 | | | | 28,923 | | | | 23,026 | | | | 2,442 | | | | 1,784 | | | | 9,907 | | | | 40,248 | | | | (108,724 | ) | | | (2,987 | ) | | | 74,420 | | | | 63,413 | | | | 9,907 | |
Foreign exchange losses, net | | | 51,162 | | | | 20,132 | | | | (3,106 | ) | | | — | | | | 35,906 | | | | 169 | | | | (12,147 | ) | | | (71,294 | ) | | | — | | | | 20,822 | | | | 23,812 | | | | 169 | |
Derivatives | | | (3,697 | ) | | | 1,680 | | | | 3,647 | | | | — | | | | (8,293 | ) | | | — | | | | (7,460 | ) | | | 2,017 | | | | — | | | | (12,106 | ) | | | (7,459 | ) | | | — | |
Equity in earnings of associates | | | (5,568 | ) | | | 2,078 | | | | — | | | | — | | | | (2,041 | ) | | | — | | | | 136,790 | | | | 3,490 | | | | (132,891 | ) | | | 1,858 | | | | 1,858 | | | | — | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 162,473 | | | | — | | | | — | | | | 162,473 | | | | 162,473 | | | | — | |
Income tax expense benefit | | | 18,713 | | | | (88,342 | ) | | | (83,012 | ) | | | (5,113 | ) | | | (10,440 | ) | | | (2,434 | ) | | | 118,815 | | | | 69,629 | | | | — | | | | 17,816 | | | | 20,252 | | | | (2,434 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 111,937 | | | | 218,466 | | | | 159,631 | | | | 81,554 | | | | 15,717 | | | | 4,630 | | | | 54,693 | | | | (330,403 | ) | | | (132,891 | ) | | | 183,334 | | | | 204,847 | | | | 4,630 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 398,562 | | | | 128,842 | | | | 129,663 | | | | 242 | | | | 16,830 | | | | 23,013 | | | | 873 | | | | (527,404 | ) | | | — | | | | 170,621 | | | | 147,608 | | | | 23,013 | |
EBITDA | | | 478,284 | | | | 428,176 | | | | 419,509 | | | | 84,763 | | | | 21,063 | | | | 53,979 | | | | 128,574 | | | | (906,460 | ) | | | (132,891 | ) | | | 574,997 | | | | 535,583 | | | | 53,979 | |
Additions to PP&E, intangible and biological assets (cash) | | | 566,641 | | | | 128,790 | | | | 164,256 | | | | 215 | | | | 9,002 | | | | 83,782 | | | | 9,386 | | | | (695,431 | ) | | | — | | | | 266,641 | | | | 182,859 | | | | 83,782 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 111,937 | | | | 218,466 | | | | 159,631 | | | | 81,554 | | | | 15,717 | | | | 4,630 | | | | 54,693 | | | | (330,403 | ) | | | (132,891 | ) | | | 183,334 | | | | 204,847 | | | | 4,630 | |
Income tax and social contribution | | | (18,713 | ) | | | 88,342 | | | | 83,012 | | | | 5,113 | | | | 10,440 | | | | 2,434 | | | | (118,815 | ) | | | (69,629 | ) | | | — | | | | (17,816 | ) | | | (20,252 | ) | | | 2,434 | |
Financial result, net | | | (13,502 | ) | | | (7,474 | ) | | | 47,203 | | | | (2,146 | ) | | | (21,924 | ) | | | 23,902 | | | | 191,823 | | | | 20,976 | | | | — | | | | 238,858 | | | | 203,380 | | | | 23,902 | |
Depreciation and amortization | | | 398,562 | | | | 128,842 | | | | 129,663 | | | | 242 | | | | 16,830 | | | | 23,013 | | | | 873 | | | | (527,404 | ) | | | — | | | | 170,621 | | | | 147,608 | | | | 23,013 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 478,284 | | | | 428,176 | | | | 419,509 | | | | 84,763 | | | | 21,063 | | | | 53,979 | | | | 128,574 | | | | (906,460 | ) | | | (132,891 | ) | | | 574,997 | | | | 535,583 | | | | 53,979 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | January 1, 2014 to June 30, 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 | | | 4,291,128 | | | | 26,695,789 | | | | 3,133,770 | | | | 98,744 | | | | 772,215 | | | | 398,415 | | | | 51 | | | | (30,986,917 | ) | | | — | | | | 4,403,195 | | | | 4,004,780 | | | | 398,415 | |
Domestic market | | | 1,796,967 | | | | 26,695,789 | | | | 3,133,770 | | | | 98,744 | | | | 631,009 | | | | 335,688 | | | | 51 | | | | (28,492,756 | ) | | | — | | | | 4,199,262 | | | | 3,863,574 | | | | 335,688 | |
External market | | | 2,494,161 | | | | — | | | | — | | | | — | | | | 141,206 | | | | 62,727 | | | | — | | | | (2,494,161 | ) | | | — | | | | 203,933 | | | | 141,206 | | | | 62,727 | |
Gross profit | | | 817,391 | | | | 1,288,248 | | | | 973,527 | | | | 50,352 | | | | 167,072 | | | | 146,315 | | | | 60 | | | | (2,105,639 | ) | | | — | | | | 1,337,326 | | | | 1,191,011 | | | | 146,315 | |
Selling expenses | | | (280,915 | ) | | | (585,017 | ) | | | (308,753 | ) | | | — | | | | (122,150 | ) | | | — | | | | — | | | | 865,932 | | | | — | | | | (430,903 | ) | | | (430,903 | ) | | | — | |
General and administrative expenses | | | (261,361 | ) | | | (200,952 | ) | | | (143,164 | ) | | | (16,846 | ) | | | (33,793 | ) | | | (42,738 | ) | | | (81,445 | ) | | | 462,313 | | | | — | | | | (317,986 | ) | | | (258,203 | ) | | | (42,738 | ) |
Other income (expense), net | | | 58,659 | | | | 178,429 | | | | (7,927 | ) | | | 44,864 | | | | 170 | | | | (1,481 | ) | | | (134,615 | ) | | | (237,088 | ) | | | — | | | | (98,989 | ) | | | (97,504 | ) | | | 17,109 | |
Financial results | | | 77,928 | | | | 8,135 | | | | (103,753 | ) | | | 5,291 | | | | 47,190 | | | | (20,048 | ) | | | (289,996 | ) | | | (86,063 | ) | | | — | | | | (361,316 | ) | | | (313,411 | ) | | | (20,048 | ) |
Financial expense | | | (242,162 | ) | | | (63,305 | ) | | | (142,160 | ) | | | (564 | ) | | | 35,210 | | | | (42,464 | ) | | | (363,583 | ) | | | 305,467 | | | | 6,102 | | | | (507,459 | ) | | | (455,807 | ) | | | (42,464 | ) |
Financial income | | | 145,712 | | | | 46,590 | | | | 38,485 | | | | 5,855 | | | | 1,577 | | | | 22,134 | | | | 60,822 | | | | (192,302 | ) | | | (6,102 | ) | | | 122,771 | | | | 98,918 | | | | 22,134 | |
Foreign exchange losses, net | | | 129,946 | | | | 53,014 | | | | 32,160 | | | | — | | | | 25,917 | | | | 282 | | | | 38,200 | | | | (182,960 | ) | | | — | | | | 96,559 | | | | 101,559 | | | | 282 | |
Derivatives | | | 44,432 | | | | (28,164 | ) | | | (32,238 | ) | | | — | | | | (15,514 | ) | | | — | | | | (25,435 | ) | | | (16,268 | ) | | | — | | | | (73,187 | ) | | | (58,081 | ) | | | — | |
Equity in earnings of associates | | | (15,931 | ) | | | 7,332 | | | | — | | | | — | | | | (3,339 | ) | | | — | | | | 283,611 | | | | 8,599 | | | | (279,605 | ) | | | 667 | | | | 667 | | | | — | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 385,465 | | | | — | | | | — | | | | 385,465 | | | | 385,465 | | | | — | |
Income tax expense benefit | | | (77,376 | ) | | | (206,361 | ) | | | (141,975 | ) | | | (7,839 | ) | | | (7,665 | ) | | | (27,677 | ) | | | 143,411 | | | | 283,737 | | | | — | | | | (41,745 | ) | | | (14,068 | ) | | | (27,677 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 318,395 | | | | 489,814 | | | | 267,955 | | | | 75,822 | | | | 47,485 | | | | 54,371 | | | | 306,491 | | | | (808,209 | ) | | | (279,605 | ) | | | 472,519 | | | | 463,054 | | | | 72,961 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 894,416 | | | | 261,308 | | | | 247,832 | | | | 485 | | | | 36,347 | | | | 44,728 | | | | 1,607 | | | | (1,155,724 | ) | | | — | | | | 330,999 | | | | 286,271 | | | | 44,728 | |
EBITDA | | | 1,212,259 | | | | 949,348 | | | | 761,515 | | | | 78,855 | | | | 44,307 | | | | 146,824 | | | | 454,683 | | | | (2,161,607 | ) | | | (279,605 | ) | | | 1,206,579 | | | | 1,076,804 | | | | 165,414 | |
Additions to PP&E, intangible and biological assets (cash) | | | 1,575,698 | | | | 406,590 | | | | 320,066 | | | | 254 | | | | 14,918 | | | | 97,729 | | | | 25,843 | | | | (1,982,288 | ) | | | — | | | | 458,810 | | | | 361,081 | | | | 97,729 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 318,395 | | | | 489,814 | | | | 267,955 | | | | 75,822 | | | | 47,485 | | | | 54,371 | | | | 306,491 | | | | (808,209 | ) | | | (279,605 | ) | | | 472,519 | | | | 463,054 | | | | 72,961 | |
Income tax and social contribution | | | 77,376 | | | | 206,361 | | | | 141,975 | | | | 7,839 | | | | 7,665 | | | | 27,677 | | | | (143,411 | ) | | | (283,737 | ) | | | — | | | | 41,745 | | | | 14,068 | | | | 27,677 | |
Financial result, net | | | (77,928 | ) | | | (8,135 | ) | | | 103,753 | | | | (5,291 | ) | | | (47,190 | ) | | | 20,048 | | | | 289,996 | | | | 86,063 | | | | — | | | | 361,316 | | | | 313,411 | | | | 20,048 | |
Depreciation and amortization | | | 894,416 | | | | 261,308 | | | | 247,832 | | | | 485 | | | | 36,347 | | | | 44,728 | | | | 1,607 | | | | (1,155,724 | ) | | | — | | | | 330,999 | | | | 286,271 | | | | 44,728 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,212,259 | | | | 949,348 | | | | 761,515 | | | | 78,855 | | | | 44,307 | | | | 146,824 | | | | 454,683 | | | | (2,161,607 | ) | | | (279,605 | ) | | | 1,206,579 | | | | 1,076,804 | | | | 165,414 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | June 30, 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 | | | 3,751,457 | | | | 133,182 | | | | 1,306,547 | | | | 1,119 | | | | 93,451 | | | | 508,474 | | | | 622,356 | | | | (3,884,639 | ) | | | — | | | | 2,531,947 | | | | 2,020,616 | | | | 508,474 | |
Investment securities | | | — | | | | — | | | | — | | | | 191,487 | | | | — | | | | 534,429 | | | | — | | | | — | | | | — | | | | 725,916 | | | | 191,487 | | | | 534,429 | |
Trade receivables | | | 438,328 | | | | 1,464,833 | | | | 633,059 | | | | 15,156 | | | | 180,222 | | | | 157,024 | | | | 242 | | | | (1,903,161 | ) | | | — | | | | 985,703 | | | | 828,679 | | | | 157,024 | |
Derivative financial instruments | | | 751,527 | | | | 7,986 | | | | 488,252 | | | | — | | | | 13,115 | | | | 13,869 | | | | 1,051,918 | | | | (759,513 | ) | | | — | | | | 1,567,154 | | | | 1,526,741 | | | | 13,869 | |
Inventories | | | 1,372,773 | | | | 1,451,604 | | | | 131,136 | | | | — | | | | 201,197 | | | | 106,790 | | | | 61 | | | | (2,824,377 | ) | | | — | | | | 439,184 | | | | 332,394 | | | | 106,790 | |
Other current assets | | | 1,564,595 | | | | 626,904 | | | | 84,460 | | | | 54,580 | | | | 40,842 | | | | 461,756 | | | | 232,661 | | | | (2,191,499 | ) | | | (40,392 | ) | | | 833,907 | | | | 400,891 | | | | 461,756 | |
Other non-current assets | | | 2,836,151 | | | | 2,661,375 | | | | 252,651 | | | | 19,594 | | | | (209,285 | ) | | | 2,715,086 | | | | 1,963,351 | | | | (5,497,526 | ) | | | (7,722 | ) | | | 4,733,675 | | | | 2,018,581 | | | | 2,715,086 | |
Investment in associates | | | 230,817 | | | | 262,041 | | | | — | | | | — | | | | 10,691 | | | | 41,066 | | | | 11,895,076 | | | | (492,858 | ) | | | (11,769,195 | ) | | | 177,638 | | | | 136,573 | | | | 41,066 | |
Investment in joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,517,721 | | | | — | | | | — | | | | 8,517,721 | | | | 8,517,721 | | | | — | |
Biological assets | | | 2,003,476 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,003,476 | ) | | | — | | | | — | | | | — | | | | — | |
Investment property | | | — | | | | — | | | | — | | | | 2,643,211 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,643,211 | | | | 2,643,211 | | | | — | |
Property, plant and equipment | | | 10,171,547 | | | | 2,432,634 | | | | — | | | | 2,224 | | | | 221,651 | | | | 8,813,863 | | | | 148,983 | | | | (12,604,181 | ) | | | — | | | | 9,186,721 | | | | 372,858 | | | | 8,813,863 | |
Intangible assets and goodwill | | | 3,278,282 | | | | 4,285,945 | | | | 8,598,206 | | | | 708 | | | | 803,954 | | | | 7,801,373 | | | | 7,201 | | | | (7,564,227 | ) | | | — | | | | 17,211,442 | | | | 9,410,069 | | | | 7,801,373 | |
Loans, borrowings and debenture | | | (10,786,372 | ) | | | (1,459,528 | ) | | | (3,364,292 | ) | | | — | | | | (341,074 | ) | | | (7,965,805 | ) | | | (4,875,068 | ) | | | 12,245,900 | | | | — | | | | (16,546,239 | ) | | | (8,221,860 | ) | | | (7,965,805 | ) |
Trade payables | | | (690,156 | ) | | | (755,329 | ) | | | (1,156,369 | ) | | | (799 | ) | | | (152,646 | ) | | | (701,835 | ) | | | (3,989 | ) | | | 1,445,485 | | | | — | | | | (2,015,638 | ) | | | (1,313,803 | ) | | | (701,835 | ) |
Derivative financial instruments | | | (122,738 | ) | | | (41,834 | ) | | | — | | | | — | | | | 936 | | | | (25,618 | ) | | | (623,042 | ) | | | 164,572 | | | | — | | | | (647,724 | ) | | | (622,106 | ) | | | (25,618 | ) |
Employee benefits payable | | | (398,017 | ) | | | (114,689 | ) | | | (39,786 | ) | | | (5,035 | ) | | | (16,438 | ) | | | (134,442 | ) | | | (16,345 | ) | | | 512,706 | | | | — | | | | (212,046 | ) | | | (77,604 | ) | | | (134,442 | ) |
Other current liabilities | | | (1,107,866 | ) | | | (1,433,095 | ) | | | (103,940 | ) | | | (17,559 | ) | | | (94,755 | ) | | | (971,551 | ) | | | (168,543 | ) | | | 2,540,961 | | | | 38,919 | | | | (1,317,429 | ) | | | (355,452 | ) | | | (971,551 | ) |
Other non-current liabilities | | | (2,778,903 | ) | | | (2,784,289 | ) | | | (1,041,006 | ) | | | (98,680 | ) | | | (153,085 | ) | | | (7,131,921 | ) | | | (4,162,768 | ) | | | 5,563,192 | | | | 9,194 | | | | (12,578,266 | ) | | | (5,446,346 | ) | | | (7,131,921 | ) |
Total assets (net of liabilities) allocated by segment | | | 10,514,901 | | | | 6,737,740 | | | | 5,788,918 | | | | 2,806,006 | | | | 598,776 | | | | 4,222,558 | | | | 14,589,815 | | | | (17,252,641 | ) | | | (11,769,196 | ) | | | 16,236,877 | | | | 12,362,650 | | | | 4,222,558 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 26,398,953 | | | | 13,326,504 | | | | 11,494,311 | | | | 2,928,079 | | | | 1,355,838 | | | | 21,153,730 | | | | 24,439,570 | | | | (39,725,457 | ) | | | (11,817,309 | ) | | | 49,554,219 | | | | 28,399,821 | | | | 21,153,730 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 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 | |
Derivative financial instruments | | | 542,102 | | | | 28,378 | | | | 335,058 | | | | — | | | | (721 | ) | | | — | | | | 556,241 | | | | (570,480 | ) | | | — | | | | 890,578 | | | | 880,366 | | | | — | |
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 | | | 2,228,121 | | | | 493,252 | | | | 137,360 | | | | 31,052 | | | | 26,416 | | | | 24,500 | | | | 362,644 | | | | (2,721,373 | ) | | | (64,839 | ) | | | 517,133 | | | | 518,065 | | | | 24,500 | |
Other non-current assets | | | 1,986,145 | | | | 2,365,613 | | | | 256,077 | | | | 15,538 | | | | (184,670 | ) | | | 480,989 | | | | 1,809,988 | | | | (4,351,758 | ) | | | (6,610 | ) | | | 2,371,312 | | | | 1,890,315 | | | | 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, borrowings and debenture | | | (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 | ) |
Derivative financial instruments | | | (359,408 | ) | | | (188,556 | ) | | | (4,960 | ) | | | — | | | | — | | | | — | | | | (328,474 | ) | | | 547,964 | | | | — | | | | (333,434 | ) | | | (333,435 | ) | | | — | |
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 | | | (776,208 | ) | | | (1,896,387 | ) | | | (118,021 | ) | | | (20,783 | ) | | | (100,853 | ) | | | (89,787 | ) | | | (402,204 | ) | | | 2,672,595 | | | | 63,735 | | | | (667,913 | ) | | | (602,788 | ) | | | (89,787 | ) |
Other non-current liabilities | | | (2,687,911 | ) | | | (2,263,528 | ) | | | (992,028 | ) | | | (93,552 | ) | | | (193,082 | ) | | | (221,851 | ) | | | (3,977,389 | ) | | | 4,951,439 | | | | 7,722 | | | | (5,470,180 | ) | | | (5,248,327 | ) | | | (221,851 | ) |
Total assets (net of liabilities) allocated by segment | | | 10,421,762 | | | | 6,595,779 | | | | 5,872,262 | | | | 2,757,528 | | | | 670,260 | | | | 1,328,248 | | | | 14,662,826 | | | | (17,017,541 | ) | | | (11,801,818 | ) | | | 13,489,306 | | | | 12,449,278 | | | | 1,328,248 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 25,511,712 | | | | 13,098,821 | | | | 11,028,343 | | | | 2,877,989 | | | | 1,359,582 | | | | 2,585,186 | | | | 23,718,523 | | | | (38,610,533 | ) | | | (11,873,275 | ) | | | 29,696,348 | | | | 27,103,714 | | | | 2,585,186 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Net sales by segment:
| | April 1, 2015 to | | January 1, 2015 | | April 1, 2014 to | | January 1, 2014 |
| | June 30, 2015 | | to June 30, 2015 | | June 30, 2014 | | to June 30, 2014 |
Raízen Energia | | | | | | | | | | | | | | | | |
Ethanol | | | 940,503 | | | | 2,566,987 | | | | 879,319 | | | | 2,200,596 | |
Sugar | | | 464,968 | | | | 1,873,297 | | | | 582,806 | | | | 1,808,275 | |
Cogeneration | | | 172,052 | | | | 184,738 | | | | 174,986 | | | | 202,252 | |
Other | | | 69,359 | | | | 101,900 | | | | 49,184 | | | | 80,005 | |
| | | 1,646,882 | | | | 4,726,922 | | | | 1,686,295 | | | | 4,291,128 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 14,793,885 | | | | 28,855,395 | | | | 13,684,833 | | | | 26,695,789 | |
| | | 14,793,885 | | | | 28,855,395 | | | | 13,684,833 | | | | 26,695,789 | |
COMGÁS | | | | | | | | | | | | | | | | |
Industrial | | | 1,049,105 | | | | 2,076,956 | | | | 1,036,150 | | | | 2,061,577 | |
Residential | | | 181,347 | | | | 302,204 | | | | 170,090 | | | | 282,266 | |
Construction revenue | | | 103,343 | | | | 193,724 | | | | 117,463 | | | | 235,104 | |
Thermo generation | | | 135,036 | | | | 250,145 | | | | 103,833 | | | | 191,428 | |
Cogeneration | | | 72,128 | | | | 138,100 | | | | 64,174 | | | | 128,008 | |
Commercial | | | 71,792 | | | | 133,401 | | | | 64,014 | | | | 119,471 | |
Automotive | | | 50,014 | | | | 95,051 | | | | 49,957 | | | | 96,754 | |
Other | | | 8,247 | | | | 15,494 | | | | 10,709 | | | | 19,162 | |
| | | 1,671,012 | | | | 3,205,075 | | | | 1,616,390 | | | | 3,133,770 | |
Radar | | | | | | | | | | | | | | | | |
Property sales | | | 6,436 | | | | 8,315 | | | | 17,671 | | | | 63,260 | |
Land lease | | | 16,519 | | | | 33,505 | | | | 15,682 | | | | 31,808 | |
Other | | | 3,972 | | | | 6,713 | | | | 1,841 | | | | 3,676 | |
| | | 26,927 | | | | 48,533 | | | | 35,194 | | | | 98,744 | |
Lubricants | | | | | | | | | | | | | | | | |
Lubricants | | | 363,725 | | | | 702,393 | | | | 335,299 | | | | 654,487 | |
Basic oil | | | 56,704 | | | | 94,158 | | | | 64,168 | | | | 110,191 | |
Other | | | 3,659 | | | | 7,380 | | | | 4,479 | | | | 7,537 | |
| | | 424,088 | | | | 803,931 | | | | 403,946 | | | | 772,215 | |
| | | | | | | | | | | | | | | | |
Cosan's other business | | | — | | | | — | | | | (2 | ) | | | 51 | |
| | | | | | | | | | | | | | | | |
IFRS 11 - Deconsolidated of | | | | | | | | | | | | | | | | |
adjustments/eliminations joint | | | | | | | | | | | | | | | | |
ventures and eliminations | | | (16,449,838 | ) | | | (33,591,388 | ) | | | (15,371,128 | ) | | | (30,986,917 | ) |
| | | | | | | | | | | | | | | | |
Cosan Energia | | | 2,112,956 | | | | 4,048,468 | | | | 2,055,528 | | | | 4,004,780 | |
| | | | | | | | | | | | | | | | |
Cosan Log | | | | | | | | | | | | | | | | |
Logistics | | | 1,167,748 | | | | 1,323,774 | | | | 137,793 | | | | 292,739 | |
Port handling | | | 40,968 | | | | 87,519 | | | | 43,879 | | | | 93,308 | |
Other | | | 11,569 | | | | 14,604 | | | | 8,809 | | | | 12,368 | |
| | | 1,220,285 | | | | 1,425,897 | | | | 190,481 | | | | 398,415 | |
| | | | | | | | | | | | | | | | |
Total consolidated | | | 3,333,241 | | | | 5,474,365 | | | | 2,246,009 | | | | 4,403,195 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 5 | Cash and cash equivalents |
| | June 30, 2015 | | December 31, 2014 |
Brazilian Reais | | | | |
Cash and bank deposits | | | 132,335 | | | | 57,703 | |
Short-term investments | | | 2,277,478 | | | | 1,496,620 | |
| | | 2,409,813 | | | | 1,554,323 | |
| | | | | | | | |
U.S. Dollars and Pound Sterling | | | | | | | | |
Cash and bank deposits | | | 122,134 | | | | 95,017 | |
| | | 122,134 | | | | 95,017 | |
| | | | | | | | |
| | | 2,531,947 | | | | 1,649,340 | |
Short-term investments are mainly comprised of exclusive funds as presented below:
| | June 30, 2015 | | December 31, 2014 |
Exclusive funds | | | | |
Repurchase agreements(i) | | | 798,594 | | | | 423,535 | |
Bank certificate of deposits - CDB(ii) | | | 202,271 | | | | 87,646 | |
| | | 1,000,865 | | | | 511,181 | |
| | | | | | | | |
Bank investments | | | | | | | | |
Repurchase agreements(i) | | | 953,655 | | | | 222,570 | |
Bank certificate of deposits - CDB(ii) | | | 322,958 | | | | 762,869 | |
| | | 1,276,613 | | | | 985,439 | |
| | | | | | | | |
| | | 2,277,478 | | | | 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 three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | June 30, 2015 | | December 31, 2014 |
Domestic - Brazilian Reais | | | 1,154,888 | | | | 1,369,013 | |
Export - Foreign currency | | | 16,487 | | | | 25,323 | |
Allowance for doubtful accounts | | | (64,816 | ) | | | (48,235 | ) |
| | | | | | | | |
| | | 1,106,559 | | | | 1,346,101 | |
| | | | | | | | |
Current | | | 985,703 | | | | 865,109 | |
Non-current | | | 120,856 | | | | 480,992 | |
| | June 30, 2015 | | December 31, 2014 |
Receivable from ExxonMobil(i) | | | 345,236 | | | | 332,405 | |
Receivable from sale of | | | | | | | | |
discontinued operations(ii) | | | 74,985 | | | | 107,775 | |
| | | 420,221 | | | | 440,180 | |
| | | | | | | | |
Current | | | 74,985 | | | | 69,683 | |
Non-current | | | 345,236 | | | | 370,497 | |
| (i) | The subsidiary Cosan Lubrificantes e Especialidades S.A. has a receivable from ExxonMobil related to tax debits included in the Brazilian Government's tax amnesty and refinancing program (“Refis IV”), which are the responsibility of ExxonMobil Brasil Holdings BV (“ExxonMobil”); |
| (ii) | Receivables from the sale of Cosan Alimentos S.A. to be received in October 2015 plus the CDI or SELIC indexed. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| a) | Receivables from and payables to related parties: |
| | June 30, 2015 | | December 31, 2014 |
Current assets | | | | |
Commercial operations | | | | |
Raízen Energia S.A. | | | 35,480 | | | | 23,229 | |
Raízen Combustíveis S.A. | | | 5,453 | | | | 2,576 | |
Aguassanta Participações S.A. | | | 6,344 | | | | 6,340 | |
Other | | | 4,501 | | | | 556 | |
| | | 51,778 | | | | 32,701 | |
| | | | | | | | |
Corporate operation / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 2,806 | | | | 3,388 | |
| | | 2,806 | | | | 3,388 | |
Financial operations | | | | | | | | |
Raízen Combustíveis S.A. | | | 1,400 | | | | 1,319 | |
Rezende Barbosa Group | | | — | | | | 949 | |
| | | 1,400 | | | | 2,268 | |
| | | | | | | | |
| | | 55,984 | | | | 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 | | | 11 | | | | 4 | |
| | | 85,006 | | | | 85,000 | |
Corporate operation | | | | | | | | |
Novvi Limited Liability Company | | | 12,005 | | | | 7,417 | |
Tellus Brasil Participações Ltda. | | | 10,562 | | | | — | |
Other | | | 184 | | | | — | |
| | | 22,751 | | | | 7,417 | |
| | | | | | | | |
| | | 197,520 | | | | 212,527 | |
| | | | | | | | |
Total | | | 253,504 | | | | 250,884 | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Commercial operations | | | | | | | | |
Raízen Energia S.A. | | | 19,617 | | | | 25,926 | |
Raízen Combustíveis S.A. | | | 1,862 | | | | 1,283 | |
Shell Brazil Holding B.V. | | | — | | | | 3,820 | |
Other | | | 47 | | | | 96 | |
| | | 21,526 | | | | 31,125 | |
Corporate operations / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 78,757 | | | | 94,892 | |
Raízen Combustíveis S.A. | | | 11,162 | | | | 11,402 | |
| | | 89,919 | | | | 106,294 | |
Financial operations | | | | | | | | |
Other | | | (219 | ) | | | 22 | |
| | | (219 | ) | | | 22 | |
| | | | | | | | |
Total | | | 111,226 | | | | 137,441 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Related party transactions: |
| | April 1, 2015 to | | January 1, 2015 to | | April 1, 2014 to | | January 1, 2014 to |
| | June 30, 2015 | | June 30, 2015 | | June 30, 2014 | | June 30, 2014 |
Sales of goods and services | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 42,596 | | | | 138,337 | | | | 51,240 | | | | 133,861 | |
Raízen Combustíveis S.A. | | | 31,182 | | | | 34,857 | | | | — | | | | — | |
Other | | | 127 | | | | 127 | | | | 1,058 | | | | 1,072 | |
| | | 73,905 | | | | 173,321 | | | | 52,298 | | | | 134,933 | |
Purchase of goods / Inputs | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (67 | ) | | | (70 | ) | | | (4 | ) | | | (4 | ) |
Raízen Combustíveis S.A. | | | (1,751 | ) | | | (1,764 | ) | | | (354 | ) | | | (719 | ) |
| | | (1,818 | ) | | | (1,834 | ) | | | (358 | ) | | | (723 | ) |
Land lease | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 14,777 | | | | 29,279 | | | | 14,701 | | | | 25,651 | |
| | | 14,777 | | | | 29,279 | | | | 14,701 | | | | 25,651 | |
Shared income (expense) | | | | | | | | | | | | | | | | |
Aguassanta Participações S.A. | | | 111 | | | | 216 | | | | 118 | | | | 224 | |
Raízen Energia S.A. | | | (10,674 | ) | | | (21,342 | ) | | | (3,373 | ) | | | (6,892 | ) |
| | | (10,563 | ) | | | (21,126 | ) | | | (3,255 | ) | | | (6,668 | ) |
Financial result | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 420 | | | | 1,230 | | | | 607 | | | | 1,223 | |
Rezende Barbosa Group | | | 1 | | | | 10 | | | | 126 | | | | 293 | |
Aldwich Temple Venture Capital Ltd. | | | (27 | ) | | | (108 | ) | | | (64 | ) | | | (130 | ) |
Other | | | (49 | ) | | | (97 | ) | | | 74 | | | | 126 | |
| | | 345 | | | | 1,035 | | | | 743 | | | | 1,512 | |
| | | | | | | | | | | | | | | | |
Total | | | 76,646 | | | | 180,675 | | | | 64,129 | | | | 154,705 | |
| c) | Officers’ and directors’ compensation |
| | April 1, 2015 to | | January 1, 2015 to | | April 1, 2014 to | | January 1, 2014 to |
| | June 30, 2015 | | June 30, 2015 | | June 30, 2014 | | June 30, 2014 |
Regular compensation | | | 6,655 | | | | 20,870 | | | | 7,939 | | | | 14,884 | |
Stock option expense | | | 2,930 | | | | 5,859 | | | | 2,563 | | | | 5,126 | |
Bonuses and other variable compensation | | | 24,908 | | | | 33,060 | | | | 18,124 | | | | 24,470 | |
| | | | | | | | | | | | | | | | |
| | | 34,493 | | | | 59,789 | | | | 28,626 | | | | 44,480 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 9 | Investment in associates |
| a) | Information in 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 June 30, 2014 | | | 4,028 | | | | (3,339 | ) | | | — | | | | 1,057 | | | | (1,079 | ) | | | 667 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 94,417 | | | | 14,522 | | | | 13,063 | | | | 6,512 | | | | 2,163 | | | | 130,677 | |
Equity in earnings (losses) of associates | | | 5,986 | | | | (7,081 | ) | | | 146 | | | | (1,630 | ) | | | (399 | ) | | | (2,978 | ) |
Other comprehensive income (losses) | | | (429 | ) | | | 3,765 | | | | — | | | | — | | | | — | | | | 3,336 | |
Business combination | | | — | | | | — | | | | — | | | | — | | | | 41,285 | | | | 41,285 | |
Capital increase | | | (5,333 | ) | | | — | | | | 11,907 | | | | — | | | | 5 | | | | 6,579 | |
Other | | | (568 | ) | | | — | | | | — | | | | — | | | | (693 | ) | | | (1,261 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2015 | | | 94,073 | | | | 11,206 | | | | 25,116 | | | | 4,882 | | | | 42,361 | | | | 177,638 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Information in 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 | | | | 299,015,898 | | | | 2,040,816 | | | | 21,148,989 | | | | 830,690,258 | | | | — | | | | | |
Shares held by non-controlling shareholders | | | 153,511,030 | | | | 47,909,318 | | | | 152,153,491 | | | | 220,507,722 | | | | 1,000,000 | | | | 17,147,822 | | | | 290,710,861 | | | | — | | | | | |
Non-controlling interest | | | 37.49 | % | | | 39.31 | % | | | 36.73 | % | | | 73.74 | % | | | 49.00 | % | | | 81.08 | % | | | 35.00 | % | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (losses) at June 30, 2014 | | | — | | | | 106,024 | | | | — | | | | 13,685 | | | | (370 | ) | | | 25,744 | | | | 17,232 | | | | (5,163 | ) | | | 157,152 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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) | | | 2,161 | | | | 88,747 | | | | 6,867 | | | | 28,186 | | | | (1,101 | ) | | | 26,609 | | | | 3,615 | | | | — | | | | 155,084 | |
Other comprehensive income | | | 11,265 | | | | — | | | | 434 | | | | 3,298 | | | | — | | | | 2,447 | | | | 214 | | | | — | | | | 17,658 | |
Dividends | | | (48,041 | ) | | | (121,511 | ) | | | — | | | | (69,213 | ) | | | — | | | | — | | | | — | | | | — | | | | (238,765 | ) |
Business combinations | | | — | | | | — | | | | 70,911 | | | | 2,760,558 | | | | — | | | | — | | | | — | | | | — | | | | 2,831,469 | |
Other | | | 2,056 | | | | — | | | | (15,551 | ) | | | (18,105 | ) | | | — | | | | — | | | | — | | | | — | | | | (31,600 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2015 | | | 3,620,493 | | | | 2,078,814 | | | | 62,555 | | | | 3,028,360 | | | | 35,965 | | | | 1,709,668 | | | | 341,572 | | | | (498,832 | ) | | | 10,378,595 | |
| c) | Information of the subsidiaries |
The subsidiary COMGÁS is currently going through a tariff 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 is a waiting for information from ARSESP regarding the next tariff revision process stages.
On June 30, 2015, the subsidiary COMGÁS has a regulatory unrecognized accounts receivable in the amount of R$ 211,178 (R$ 242,654 on December 31, 2014) related to differences between the actual cost of gas incurred, paid by COMGÁS and the cost of gas included and charged to customers in accordance with tariff structure defined by ARSESP. During the quarter, the net movement in the cost of gas was R$ 31,476 and the update by the Selic rate was R$ 14,111.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 10 | 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 June 30, 2014 | | | 218,491 | | | | 166,974 | | | | 385,465 | |
| | | | | | | | | | | | |
At December 31, 2014 | | | 3,218,466 | | | | 5,186,037 | | | | 8,404,503 | |
Equity in earnings of joint ventures | | | 256,649 | | | | (8,604 | ) | | | 248,045 | |
Other comprehensive income | | | — | | | | 55,173 | | | | 55,173 | |
Dividends | | | (190,000 | ) | | | — | | | | (190,000 | ) |
| | | | | | | | | | | | |
At June 30, 2015 | | | 3,285,115 | | | | 5,232,606 | | | | 8,517,721 | |
A summary of the statement of financial position and the statement of profit or loss of the joint ventures are disclosed in Note 4, Operating segments.
The cash flows and other comprehensive income of the joint ventures are summarized below:
| | Raízen Energia S.A. | | Raízen Combustíveis S.A. |
| | June 30, 2015 | | June 30, 2014 | | June 30, 2015 | | June 30, 2014 |
Cash flows | | | | | | | | |
Operating activities | | | 3,071,347 | | | | 1,358,778 | | | | 958,959 | | | | 439,974 | |
Investing activities | | | (1,204,282 | ) | | | (1,564,406 | ) | | | (66,250 | ) | | | 69,933 | |
Financing activities | | | (715,507 | ) | | | 675,046 | | | | (681,080 | ) | | | (511,308 | ) |
| | | | | | | | | | | | | | | | |
Increase (decrease) in | | | | | | | | | | | | | | | | |
cash and cash equivalents | | | 1,151,558 | | | | 469,418 | | | | 211,629 | | | | (1,401 | ) |
| | | | | | | | | | | | | | | | |
Other comprehensive income | | | 91,141 | | | | 237,915 | | | | 533,528 | | | | 489,465 | |
| 11 | 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 | | | 25,597 | | | | (2,435 | ) | | | 23,162 | |
Transfers | | | (18,364 | ) | | | 27,342 | | | | 8,978 | |
Disposals | | | (6,000 | ) | | | (7,268 | ) | | | (13,268 | ) |
| | | | | | | | | | | | |
At June 30, 2015 | | | 2,643,211 | | | | 42,728 | | | | 2,685,939 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 12 | Property, plant and equipment |
| | Land, buildings and improvements | | Machinery, equipment and facilities | | Railcars and locomotives | | Permanent railways | | Construction in progress | | Other | | Total |
Cost | | | | | | | | | | | | | | |
At December 31, 2014 | | | 514,857 | | | | 450,089 | | | | 519,993 | | | | — | | | | 255,317 | | | | 37,602 | | | | 1,777,858 | |
Additions | | | 23,896 | | | | 4,158 | | | | 143,453 | | | | 119,801 | | | | 347,272 | | | | 47,841 | | | | 686,421 | |
Disposals | | | — | | | | (609 | ) | | | (251 | ) | | | (1,939 | ) | | | — | | | | (15,956 | ) | | | (18,755 | ) |
Transfers | | | 8,770 | | | | 26,216 | | | | — | | | | (47,603 | ) | | | (57,256 | ) | | | 78,855 | | | | 8,982 | |
Business combination (Note 3) | | | 252,487 | | | | 82,664 | | | | 2,946,849 | | | | 3,409,109 | | | | — | | | | 533,938 | | | | 7,225,047 | |
At June 30, 2015 | | | 800,010 | | | | 562,518 | | | | 3,610,044 | | | | 3,479,368 | | | | 545,333 | | | | 682,280 | | | | 9,679,553 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | (103,615 | ) | | | (165,904 | ) | | | (55,688 | ) | | | — | | | | — | | | | (16,761 | ) | | | (341,968 | ) |
Additions | | | (11,982 | ) | | | (22,522 | ) | | | (82,239 | ) | | | (33,206 | ) | | | — | | | | (8,721 | ) | | | (158,670 | ) |
Disposals | | | — | | | | 84 | | | | — | | | | — | | | | — | | | | 3 | | | | 87 | |
Transfers | | | 7,429 | | | | 273 | | | | — | | | | — | | | | — | | | | 17 | | | | 7,719 | |
At June 30, 2015 | | | (108,168 | ) | | | (188,069 | ) | | | (137,927 | ) | | | (33,206 | ) | | | — | | | | (25,462 | ) | | | (492,832 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 411,242 | | | | 284,185 | | | | 464,305 | | | | — | | | | 255,317 | | | | 20,841 | | | | 1,435,890 | |
At June 30, 2015 | | | 691,842 | | | | 374,449 | | | | 3,472,117 | | | | 3,446,162 | | | | 545,333 | | | | 656,818 | | | | 9,186,721 | |
Capitalization of borrowing costs
Capitalized borrowing costs for the six months period ended June 30, 2015 amounted to R$ 27,280 (R$ 3,500 for the six months period ended June 30, 2014). The weighted average interest rate used to capitalize interest on the balance of construction in progress, was 5.58% p.a. for the six months period ended June 30, 2015 (5.51% p.a. for June 30, 2014).
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | Goodwill | | Concession rights | | 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 | | | — | | | | 198,127 | | | | — | | | | — | | | | 42,050 | | | | 10,268 | | | | 250,445 | |
Disposals | | | — | | | | (7,066 | ) | | | (493,907 | ) | | | — | | | | (3,074 | ) | | | — | | | | (504,047 | ) |
Transfers(i) | | | — | | | | (31 | ) | | | — | | | | — | | | | 31 | | | | 12,452 | | | | 12,452 | |
Business combination (Note 3) | | | — | | | | 7,403,519 | | | | — | | | | — | | | | — | | | | 79,713 | | | | 7,483,232 | |
At June 30, 2015 | | | 703,956 | | | | 16,384,559 | | | | 404,613 | | | | 252,474 | | | | 901,331 | | | | 330,530 | | | | 18,977,463 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | — | | | | (636,730 | ) | | | (142,833 | ) | | | (136,962 | ) | | | (425,282 | ) | | | (107,201 | ) | | | (1,449,008 | ) |
Additions | | | — | | | | (188,946 | ) | | | (22,791 | ) | | | (11,414 | ) | | | (77,779 | ) | | | (22,462 | ) | | | (323,392 | ) |
Disposals | | | — | | | | 5,058 | | | | — | | | | — | | | | 1,307 | | | | — | | | | 6,365 | |
Transfers(i) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14 | | | | 14 | |
At June 30, 2015 | | | — | | | | (820,618 | ) | | | (165,624 | ) | | | (148,376 | ) | | | (501,754 | ) | | | (129,649 | ) | | | (1,766,021 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 703,956 | | | | 8,153,280 | | | | 755,687 | | | | 115,512 | | | | 437,042 | | | | 120,896 | | | | 10,286,373 | |
At June 30, 2015 | | | 703,956 | | | | 15,563,941 | | | | 238,989 | | | | 104,098 | | | | 399,577 | | | | 200,881 | | | | 17,211,442 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) The balance of transfers relates to amounts reclassified from property, plant and equipment and investment property.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Capitalization of borrowing costs
Capitalized borrowing costs for the six month period ended June 30, 2015, amounted to R$ 9,383 (R$ 10,441 for June 30, 2014). The weighted average interest rate used to capitalize borrowing costs on the balance of construction in progress, was 10.40% p.a. for the six months period ended June 30, 2015 (10.19% p.a. for June 30, 2014).
Intangible assets (excluding goodwill) | | Annual rate of amortization - % | | June 30, 2015 | | December 31, 2014 |
Gas distribution concession - COMGÁS(i) | | | Concession term | | | | 8,187,959 | | | | 8,153,279 | |
Concession rights - Rumo(ii) | | | Concession term | | | | 7,375,982 | | | | — | |
| | | | | | | 15,563,941 | | | | 8,153,279 | |
| | | | | | | | | | | | |
Improvements to public rail concessions(iii) | | | Concession term | | | | — | | | | 505,237 | |
Operating license for port terminal(iv) | | | 4.00 | | | | 238,989 | | | | 250,450 | |
| | | | | | | 238,989 | | | | 755,687 | |
Trademarks | | | | | | | | | | | | |
Mobil | | | 10.00 | | | | 79,894 | | | | 91,308 | |
Comma | | | — | | | | 24,204 | | | | 24,204 | |
| | | | | | | 104,098 | | | | 115,512 | |
Relationships with customers | | | | | | | | | | | | |
COMGÁS | | | 20.00 | | | | 345,312 | | | | 375,119 | |
Lubricants | | | 6.00 | | | | 54,265 | | | | 61,923 | |
| | | | | | | 399,577 | | | | 437,042 | |
Other | | | | | | | | | | | | |
Software licenses | | | 20.00 | | | | 101,194 | | | | 83,889 | |
Other | | | 15.00 | | | | 99,687 | | | | 37,008 | |
| | | | | | | 200,881 | | | | 120,897 | |
| | | | | | | | | | | | |
Total | | | | | | | 16,507,486 | | | | 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 the concession right agreement of ALL Malha Norte, which will be amortized until the end of the concession, in 2079; |
| (iii) | Refers to improvements made to the Federal Government rail under concession and operated by ALL until March 31, 2015, when ALL was acquired by the Rumo; and |
| (iv) | Port operating license and customer relationships of Rumo, from the business combinations. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Impairment testing of cash-generating units containing goodwill
The Company tests the recoverable amounts of goodwill arising from business combination transactions annually. Property, plant and equipment and definite life intangible assets, that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
During the six month periods ended June 30, 2015, no impairment indicator was identified that would trigger the need for an impairment test.
| 14 | Loans, borrowings and debentures |
| | Interest | | | | | | | | | |
Description(i) | | Index(ii) | | | Annual interest(iii) | | | | June 30, 2015 | | | | December 31, 2014 | | | | Matures | |
Loan and borrowings | | | | | | | | | | | | | | | | | | |
BNDES | | Selic | | | 15.7 | % | | | 306,171 | | | | 274,000 | | | | Oct-2020 | |
| | TJ462 | | | 8.8 | % | | | 888,701 | | | | 834,565 | | | | Oct-2020 | |
| | TJLP | | | 8.46 | % | | | 2,519,411 | | | | 288,209 | | | | Jun-2029 | |
EIB | | US$ + LIBOR | | | 2.06 | % | | | 783,411 | | | | 691,463 | | | | Sep-2021 | |
FINAME | | URTJLP | | | 7.98 | % | | | 651,257 | | | | 457,570 | | | | Jul-2023 | |
| | Fixed | | | 4.42 | % | | | 664,011 | | | | 307,230 | | | | Dec-2024 | |
FINEM | | Fixed | | | 3.5 | % | | | 3,428 | | | | 3,420 | | | | Jan-2024 | |
| | IPCA | | | 16.72 | % | | | 3,836 | | | | 3,483 | | | | Nov-2021 | |
| | URTJLP | | | 7.66 | % | | | 13,322 | | | | 13,231 | | | | Jan-2022 | |
FINEP | | Fixed | | | 5,00 | % | | | 151,062 | | | | 165,032 | | | | Nov-2020 | |
Foreign loans | | LIBOR Sterling | | | 3.93 | % | | | 263,781 | | | | 224,047 | | | | Dec-2019 | |
FRN | | US$ | | | 2.63 | % | | | 168,219 | | | | — | | | | Jan-2017 | |
NCC | | 105.9% of CDI | | | 14.44 | % | | | 5,696 | | | | — | | | | Jul-2015 | |
NCE | | TJLP | | | 12.84 | % | | | 123,019 | | | | — | | | | Jul-2015 | |
| | 109% of CDI | | | 14.87 | % | | | 307,841 | | | | — | | | | Sep-2018 | |
| | 112% of CDI | | | 15.28 | % | | | 401,197 | | | | — | | | | Oct-2018 | |
Perpetual Notes | | US$ | | | 8.25 | % | | | 1,570,796 | | | | 1,344,760 | | | | — | |
Resolution 4131 | | US$ | | | 2.74 | % | | | 252,976 | | | | 29,338 | | | | Feb-2017 | |
| | US$ + LIBOR | | | 1.63 | % | | | 307,678 | | | | 266,006 | | | | Nov-2015 | |
| | US$ + LIBOR | | | 2.11 | % | | | 542,514 | | | | 466,494 | | | | Mar-2018 | |
Senior Notes Due 2018 | | Fixed | | | 9.5 | % | | | 875,090 | | | | 874,494 | | | | Mar-2018 | |
Senior Notes Due 2023 | | US$ | | | 5.00 | % | | | 1,611,867 | | | | 1,352,796 | | | | Mar-2023 | |
Trade banks | | 260.1% of CDI | | | 35.48 | % | | | 5,778 | | | | — | | | | Jun-2016 | |
| | 107.5% of CDI | | | 14.66 | % | | | 70,537 | | | | — | | | | Jul-2015 | |
| | CDI + 1.25 p.a. | | | 15.06 | % | | | 110,408 | | | | — | | | | Sep-2015 | |
Working capital | | CDI + 1.43% | | | 15.27 | % | | | 91,318 | | | | 85,628 | | | | Sep-2016 | |
| | CDI + 1.20% | | | 15.00 | % | | | 108,143 | | | | 101,515 | | | | Oct-2017 | |
| | US$ + LIBOR | | | 4.18 | % | | | 159,113 | | | | 133,185 | | | | Sep-2016 | |
Other | | | | | — | | | | 3,146 | | | | 7,559 | | | | — | |
| | | | | | | | | 12,963,727 | | | | 7,924,025 | | | | | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | |
Debentures | | | | | | | | | | | | | | | | | | |
Convertible debentures | | URTJLP | | | 8.1 | % | | | 64,463 | | | | — | | | | Jun-2016 | |
Non-convertible debentures | | % of net revenue | | | — | | | | 27,488 | | | | — | | | | Jun-2016 | |
| | Fixed | | | 10.1 | % | | | 161,103 | | | | — | | | | Oct-2020 | |
| | Fixed rate + IPCA | | | 14.74 | % | | | 480,675 | | | | 447,386 | | | | Sep-2020 | |
| | 108% of CDI | | | 14.73 | % | | | 521,016 | | | | — | | | | Jul-2018 | |
| | CDI+1.3% p.a. | | | 15.12 | % | | | 768,786 | | | | — | | | | Oct-2017 | |
| | CDI | | | 15.97 | % | | | 1,427,172 | | | | — | | | | Apr-2018 | |
| | CDI | | | 14.66 | % | | | 131,809 | | | | 131,229 | | | | Sep-2019 | |
| | | | | | | | | 3,582,512 | | | | 578,615 | | | | | |
| | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 16,546,239 | | | | 8,502,640 | | | | | |
| | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | 2,353,182 | | | | 1,056,353 | | | | | |
Non-current | | | | | | | | | 14,193,057 | | | | 7,446,287 | | | | | |
| (i) | Loans and borrowings are guaranteed by promissory notes and endorsements of the Company and controlling shareholders, besides other guarantees, such as: (i) credit rights originated from the expansion contracts of the logistic segment and gas distribution (BNDES), (ii) underlying assets (property, plant and equipment and intangible assets) being financed (FINAME) in an amount of R$ 3,290,251 (R$ 1,738,661 on 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 June 30, 2015, unless otherwise indicated. |
Debentures
On April 29, 2015, Rumo concluded the placement of the third tranche of non-convertible debentures, indivisible, at a par value totaling R$ 1,427,172. The maturity of which is April, 2018.
Changes in loans, borrowings and debentures:
At December 31, 2014 | | | 8,502,640 | |
Acquisition | | | 2,382,655 | |
Monetary and exchange variations | | | 1,363,982 | |
Payment | | | (2,354,254 | ) |
Business combination | | | 6,639,223 | |
Other | | | 11,993 | |
| | | | |
At June 30, 2015 | | | 16,546,239 | |
Covenants
The Company and its subsidiaries are subject to certain restrictive financial covenants set forth in existing loans, financing and debentures agreements in relation to certain financial and non-financial indicators.
Financial covenants are required to be calculated on an annual basis, at the end of each fiscal year.
As at June 30, 2015, Cosan, its subsidiaries and jointly-controlled entities were in compliance with all financial covenants.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Finance lease liabilities
Finance lease liabilities are payable as follows:
| | Less than one year | | Between one and five years | | More than five years | | Total |
Future minimum | | | | | | | | | | | | | | | | |
lease payments | | | 689,161 | | | | 1,213,051 | | | | 528,555 | | | | 2,430,767 | |
Interests | | | (245,728 | ) | | | (104,999 | ) | | | (286,280 | ) | | | (637,007 | ) |
| | | | | | | | | | | | | | | | |
Present value of | | | | | | | | | | | | | | | | |
minimum lease payments | | | 443,433 | | | | 1,108,052 | | | | 242,275 | | | | 1,793,760 | |
| | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | 443,433 | |
Non-current | | | | | | | | | | | | | | | 1,350,327 | |
Leases have various expiration dates, the last maturing in June 2022. The amounts are updated annually by Brazilian market price index (Índice Geral de Preços do Mercado-IGPM) plus TJLP (Long-Term Interest Rate) or CDI.
Operating leases
As of June 30, 2015, the future minimum lease payments under non-cancellable leases were agreements are as follows:
| | June 30, 2015 |
| | COMGÁS | | Cosan Log |
Future minimum | | | | |
lease payments | | | | |
Less than one year | | | 3,436 | | | | 17,298 | |
Between one and five years | | | 4,921 | | | | 14,970 | |
More than five years | | | — | | | | 3,224 | |
| | | 8,357 | | | | 35,492 | |
Amounts recognized in | | | | | | | | |
profit or loss | | | (2,303 | ) | | | (2,121 | ) |
COMGÁS rents properties through 15 lease contracts. The lease terms are for a period of one to six years, and the majority of lease agreements are renewable at the end of the lease period at market rates.
The rentals are recognized as expenses on a straight-line basis over the life of the respective agreement.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Rumo, through its subsidiary ALL, recognizes their expenses related to operating lease and concession agreements on a straight-line basis during the term of the concession period. The amount recognized in non-current liabilities refers to the amounts that have not been paid due to discussions in court about agreement conditions and/or portions allocated during the grace period.
The amount of leases and concessions payable refers to the updated concession amount, net of payments made up to the balance sheet date:
| | Payables | | Court Discussion | | At June 30, 2015 |
Leases | | | 39,848 | | | | 1,904,332 | | | | 1,944,180 | |
Concessions | | | 49,870 | | | | 55,497 | | | | 105,367 | |
| | | | | | | | | | | | |
| | | 89,718 | | | | 1,959,829 | | | | 2,049,547 | |
| | | | | | | | | | | | |
Current | | | | | | | | | | | 19,300 | |
Non-current | | | | | | | | | | | 2,030,247 | |
Court Discussion
Rumo, through its subsidiary ALL, is challenging in court the economic and financial imbalance of the Lease and Concession Agreements.
In May 2005, the company filed a note in the 20th Federal Court of Rio de Janeiro, questioning the economic and financial imbalance of the Lease and Concession Agreements, due to the high disbursement incurred by the Company for the payment of labor judicial proceedings and other costs involved, which are of theRede Ferroviária Federal S.A responsibility.
ALL Malha Paulista required an specialized expertise in order to determine the new value for the lease and concession installments, as well as a review of the payment of due and falling due installments until the effective expertise inspection for determination of the adequate value. In July 2005, the request was granted. In September 2005, the request was revoked by the Federal Court of Rio de Janeiro. The action still has no judgment and awaits the conclusion of the expert examination. The value related to the lease installments was being deposited in court until September 2007, when the Company obtained a judicial authorization to replace the judicial deposits for a banking guarantee letter. The management, supported by the opinion of its lawyers, assesses the chances of success as probable, but keeps the debt registry because it is a legal obligation.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
ALL Malha Oeste is claiming the reestablishment of the economic-financial balance, as an imbalance was caused due to the cancellation of transportation agreements existing at the moment of the privatization representing a change in the regulatory environment and conditions set forth in the Notice of the Privatization - further growth forecasts that defined the value of the deal was not materialized. The lawsuit has been discussed by 16th Federal Court of Rio de Janeiro. The amount related to overdue installments of the Company was having guaranteed by purchasing of government securities. In March 2008 the Company was authorized to replace the guarantee by bank pledge and, in May 2008 the Company redeemed the values. In December 2014 the court recognized the occurrence of economic and financial imbalance of contracts, remaining the definition of skill to determine the amount of imbalance and related aspects.
Management, supported by the opinion of its lawyers, assesses the chances of success as probable, but keeps the debt registry because it is a legal obligation not definitively decided yet in favor of the Company.
Judicial deposits on June 30, 2015 concerning the above claims total:
ALL Malha Paulista | | | 115,365 | |
ALL Malha Oeste | | | 17,299 | |
| | | | |
| | | 132,664 | |
| | June 30, 2015 | | December 31, 2014 |
Natural gas suppliers | | | 1,360,903 | | | | 1,043,997 | |
Judicial deposits(i) | | | (294,976 | ) | | | (294,976 | ) |
Materials and service suppliers | | | 950,821 | | | | 363,438 | |
| | | 2,016,748 | | | | 1,112,459 | |
| | | | | | | | |
Current | | | 2,015,638 | | | | 1,112,459 | |
Non-current | | | 1,110 | | | | - | |
| (i) | The contracts for the supply of natural gas have their composite price built in two parts: a part that is indexed according to a basket of fuel oil in the international market and readjusted quarterly; and another part that is readjusted annually based on the domestic and/or American inflation. The cost of gas is practiced in R$/m³, and the Bolivian gas is calculated at US$/MMBTU, with correction by the monthly exchange rate variation. |
In February 25, 2014, COMGÁS obtained a preliminary injunction against Petrobrás, which assured the Company the right to provide a deposit of the controversial monthly value due to Petrobrás, corresponding to the difference in prices between (i) the price in the TCQ Contract for the Supply of Gas signed between COMGÁS and Petrobrás and (ii) the price under the Firm Contract signed between Petrobrás and Gás Brasiliano Distribuidora S.A. , whereas the obligation of equality assumed before the Petrobrás Group with the State Regulatory Agency - ARSESP. Initially, the security was provided by bank deposits which, subsequently, after the preliminary injunction was granted by the STJ in November 06, 2014, were replaced by a letter of guarantee issued by a first-tier financial institution.
Therefore, the controversial values calculated based on the supply of gas from January to September 2014 were assured in a court decision upon a judicial deposit and the controversial values calculated found as of the supply of gas from October 2014 to June 2015 began to be secured by a bank surety. The guaranteed value in the judicial deposit is R$ 294,976 and the guaranteed value through surety is of R$ 475,487.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | June 30, 2015 | | December 31, 2014 |
Tax Amnesty and | | | | |
Refinancing Program - REFIS(i) | | | 560,661 | | | | 524,703 | |
ICMS - State VAT | | | 85,785 | | | | 67,777 | |
COFINS - Revenue tax | | | 20,642 | | | | 18,702 | |
INSS - Social security | | | 5,222 | | | | 2,739 | |
PIS - Revenue tax | | | 4,460 | | | | 2,511 | |
Other | | | 25,521 | | | | 25,874 | |
| | | 702,291 | | | | 642,306 | |
| | | | | | | | |
Current | | | 170,336 | | | | 307,741 | |
Non-current | | | 531,955 | | | | 334,565 | |
| (i) | Comprises mainly refinancing of federal taxes liability related to ExxonMobil Brazil Holdings BV ("ExxonMobil"). |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| 19 | Income tax and social contribution |
| a) | Reconciliation of income and social contribution tax expenses |
| | April 1, 2015 to | | January 1, 2015 to | | April 1, 2014 to | | January 1, 2014 to |
| | June 30, 2015 | | June 30, 2015 | | June 30, 2014 | | June 30, 2014 |
Profit before taxes | | | 232,007 | | | | 178,042 | | | | 165,518 | | | | 514,264 | |
Income tax and social | | | | | | | | | | | | | | | | |
contribution at nominal rate (34%) | | | (78,882 | ) | | | (60,535 | ) | | | (56,276 | ) | | | (174,850 | ) |
| | | | | | | | | | | | | | | | |
Adjustments to reconcile | | | | | | | | | | | | | | | | |
nominal to effective tax rate | | | | | | | | | | | | | | | | |
Equity method investments | | | | | | | | | | | | | | | | |
(non-taxable income) | | | 31,256 | | | | 83,323 | | | | 55,873 | | | | 131,285 | |
Differences in tax rates on entities under | | | | | | | | | | | | | | | | |
Brazilian presumed profits tax regime | | | 4,784 | | | | 11,144 | | | | 24,354 | | | | 20,606 | |
Tax profit of the activity (operating income) | | | 9,096 | | | | 9,096 | | | | — | | | | — | |
Non-deductible expenses | | | | | | | | | | | | | | | | |
(donations, gifts, etc.) | | | 1,044 | | | | (11,219 | ) | | | (1,818 | ) | | | (3,535 | ) |
Amortized goodwill | | | 464 | | | | 464 | | | | — | | | | — | |
Judicial demand related to income tax | | | — | | | | — | | | | — | | | | 13,839 | |
Interest on capital (net received) | | | — | | | | (6,120 | ) | | | — | | | | (6,970 | ) |
Stock options | | | (996 | ) | | | (1,992 | ) | | | (871 | ) | | | (1,743 | ) |
Differences in tax rates on | | | | | | | | | | | | | | | | |
earnings / losses of overseas companies | | | (19,727 | ) | | | 3,647 | | | | (2,761 | ) | | | (16,794 | ) |
Tax losses carryfoward not recorded | | | (27,348 | ) | | | (27,422 | ) | | | (732 | ) | | | (1,406 | ) |
Other | | | (2,691 | ) | | | (3,696 | ) | | | 47 | | | | (2,177 | ) |
| | | | | | | | | | | | | | | | |
Income tax and social contribution | | | | | | | | | | | | | | | | |
benefit (expense) - current and deferred | | | (83,000 | ) | | | (3,309 | ) | | | 17,816 | | | | (41,745 | ) |
| | | | | | | | | | | | | | | | |
Effective rate - % | | | 35.77 | | | | 1.86 | | | | -10.76 | | | | 8.12 | |
| b) | Deferred income tax assets and liabilities |
| | June 30, 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 | | | 6,082,034 | | | | 1,520,509 | | | | — | | | | 1,520,509 | | | | 319,168 | |
Social contribution tax loss carry forwards | | | 6,116,638 | | | | — | | | | 550,497 | | | | 550,497 | | | | 116,578 | |
| | | | | | | | | | | | | | | | | | | | |
Temporary differences | | | | | | | | | | | | | | | | | | | | |
Foreign currency losses | | | 1,612,387 | | | | 403,097 | | | | 145,115 | | | | 548,212 | | | | 303,488 | |
Tax deductible goodwill | | | 695,331 | | | | 173,833 | | | | 62,580 | | | | 236,413 | | | | 298,102 | |
Provision for judicial demands | | | 770,799 | | | | 192,700 | | | | 69,372 | | | | 262,072 | | | | 183,714 | |
Allowance for doubtful accounts | | | 334,636 | | | | 83,659 | | | | 30,117 | | | | 113,776 | | | | 53,385 | |
Profit sharing | | | 54,342 | | | | 13,585 | | | | 4,891 | | | | 18,476 | | | | 11,345 | |
Expenses tax deferred | | | 175,859 | | | | 43,965 | | | | 15,827 | | | | 59,792 | | | | — | |
(-) Credits without estimated realization | | | (3,676,806 | ) | | | (919,201 | ) | | | (330,913 | ) | | | (1,250,114 | ) | | | — | |
Unrealized gains on derivatives instruments | | | (743,607 | ) | | | (185,902 | ) | | | (66,925 | ) | | | (252,827 | ) | | | (126,351 | ) |
Unrealized gain on sale of investments | | | (35,653 | ) | | | (8,913 | ) | | | (3,209 | ) | | | (12,122 | ) | | | (18,772 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Impairment | | | 954,347 | | | | 238,587 | | | | 85,891 | | | | 324,478 | | | | — | |
Other temporary differences | | | 334,747 | | | | 83,687 | | | | 30,127 | | | | 113,814 | | | | (33,391 | ) |
Property, plant and equipment | | | (148,816 | ) | | | (37,204 | ) | | | (13,393 | ) | | | (50,597 | ) | | | (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 | | | (2,429,828 | ) | | | (48,597 | ) | | | (26,242 | ) | | | (74,839 | ) | | | (74,801 | ) |
Assets held for sale | | | (42,729 | ) | | | (855 | ) | | | (461 | ) | | | (1,316 | ) | | | (773 | ) |
Concession contract | | | 46,468 | | | | 11,617 | | | | 4,182 | | | | 15,799 | | | | 15,057 | |
Regulatory asset | | | 242,654 | | | | 60,664 | | | | 21,839 | | | | 82,503 | | | | 82,503 | |
Gains or losses on actuarial liabilities | | | 267,067 | | | | 66,767 | | | | 24,036 | | | | 90,803 | | | | 87,594 | |
Business combination - Property, | | | | | | | | | | | | | | | | | | | | |
plant and equipment | | | 830,224 | | | | 207,556 | | | | 74,720 | | | | 282,276 | | | | (36,594 | ) |
Business combination - Intangible assets | | | (11,398,677 | ) | | | (2,849,669 | ) | | | (1,025,881 | ) | | | (3,875,550 | ) | | | (1,390,752 | ) |
Business combination - Other | | | | | | | | | | | | | | | | | | | | |
fair value adjustments | | | (135,842 | ) | | | (33,961 | ) | | | (12,226 | ) | | | (46,187 | ) | | | (24,513 | ) |
Other | | | (200,051 | ) | | | (50,013 | ) | | | (18,006 | ) | | | (68,019 | ) | | | (113,392 | ) |
Total net liability | | | | | | | (1,868,675 | ) | | | (678,513 | ) | | | (2,547,188 | ) | | | (1,525,110 | ) |
| | | | | | | | | | | | | | | | | | | | |
Deferred income tax - Assets | | | | | | | | | | | | | | | 1,602,619 | | | | 214,164 | |
Deferred income tax - Liabilities | | | | | | | | | | | | | | | (4,149,807 | ) | | | (1,739,274 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total net deferred taxes | | | | | | | | | | | | | | | (2,547,188 | ) | | | (1,525,110 | ) |
| c) | Changes in deferred income taxes, net: |
At December 31, 2014 – Net deferred tax liability | | | (1,525,110 | ) |
Recorded through income | | | 117,382 | |
Recorded through other comprehensive income | | | (2,073 | ) |
Business combinations (Note 3) | | | (1,135,203 | ) |
Other | | | (2,184 | ) |
| | | | |
At June 30, 2015 - Net deferred tax liability | | | (2,547,188 | ) |
| 20 | Provision for legal proceedings |
| | Provision for legal proceedings | | Judicial deposits |
| | June 30, 2015 | | December 31, 2014 | | June 30, 2015 | | December 31, 2014 |
Tax | | | 440,935 | | | | 343,038 | | | | 352,210 | | | | 319,444 | |
Civil | | | 254,204 | | | | 139,268 | | | | 210,499 | | | | 48,445 | |
Labor | | | 553,293 | | | | 175,473 | | | | 194,322 | | | | 50,496 | |
| | | | | | | | | | | | | | | | |
| | | 1,248,432 | | | | 657,779 | | | | 757,031 | | | | 418,385 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Changes in provision for legal proceedings:
| | Tax | | Civil | | Labor | | Total |
At December 31, 2014 | | | 343,038 | | | | 139,268 | | | | 175,473 | | | | 657,779 | |
Accruals | | | 10,622 | | | | 10,086 | | | | 23,599 | | | | 44,307 | |
Write-off / Reversals | | | (2,788 | ) | | | (13,040 | ) | | | (34,765 | ) | | | (50,593 | ) |
Transfers | | | 6,850 | | | | (6,850 | ) | | | — | | | | — | |
Business combinations (Note 3) | | | 70,124 | | | | 105,153 | | | | 378,992 | | | | 554,269 | |
Indexation and interest charges | | | 13,089 | | | | 19,587 | | | | 9,994 | | | | 42,670 | |
| | | | | | | | | | | | | | | | |
At June 30, 2015 | | | 440,935 | | | | 254,204 | | | | 553,293 | | | | 1,248,432 | |
Judicial claims deemed to be probable losses, fully accrued
| | June 30, 2015 | | December 31, 2014 |
Compensation with FINSOCIAL | | | 247,874 | | | | 241,739 | |
INSS - Social security | | | 54,971 | | | | 47,449 | |
State VAT - ICMS credits | | | 77,438 | | | | 24,231 | |
Tax on services | | | 9,273 | | | | — | |
PIS e COFINS | | | 6,535 | | | | — | |
Other | | | 44,844 | | | | 29,619 | |
| | | | | | | | |
| | | 440,935 | | | | 343,038 | |
| b) | Civil and environmental |
The Company and its subsidiaries are party in 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 defendants in 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.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Judicial claims deemed as possible losses, and therefore not accrued
| | June 30, 2015 | | December 31, 2014 |
ICMS - State VAT | | | 1,775,736 | | | | 1,572,934 | |
Foreign financial operation(i) | | | 871,847 | | | | — | |
PIS and COFINS - Revenue taxes | | | 865,424 | | | | 680,065 | |
Federal income taxes | | | 757,732 | | | | 751,495 | |
IRRF - Withholding tax | | | 757,400 | | | | 656,087 | |
INSS - Social security and other | | | 596,448 | | | | 530,223 | |
IPI - Excise tax credit - NT | | | 475,014 | | | | 441,707 | |
Goodwill ALL S.A.(ii) | | | 426,763 | | | | — | |
Penalties related to tax positions | | | 174,075 | | | | — | |
Compensation with IPI - IN 67/98 | | | 121,016 | | | | 118,865 | |
MP 470 - Tax installments(iii) | | | 97,439 | | | | — | |
Intermodal | | | 73,605 | | | | — | |
Stock option | | | 56,099 | | | | — | |
Other | | | 910,801 | | | | 648,850 | |
| | | | | | | | |
| | | 7,959,399 | | | | 5,400,226 | |
| (i) | The Brazilian Tax Authority assessed ALL Malha Sul arguing that the interest expense on financial investments abroad and loans would not be deductible. In addition, notice of violation was issued questioning the non-taxation by PIS and COFINS on hedge transactions. The chance of loss is considered possible, since: a) the financial investments were made with countries on which Brazil has treaty providing for the non-taxation; b) the incidence of PIS and COFINS on hedging transactions was rejected by decree dated 2005. The amount on June 30, 2015 is R$ 871,847, already reduced by R$ 400,665 based on partially favorable decisions rendered so far which is still subject to appeal by the Tax Authorities. |
| (ii) | Tax assessments issued by the Brazilian Tax Authority in 2011 and 2013 against ALL Holding concerning: a) Amortization expense disallowance based on future profitability, as well as financial expenses; b) non-taxation of supposed capital gain on disposal of equity interest in a company of the same group. The chance of loss is considered possible and the amount at June 30, 2015 is R$ 426,763, already reduced by R$ 315,047 based on favorable decisions rendered to date at the administrative level, which is still subject to appeal by Tax Authorities. |
| (iii) | The Brazilian Tax Authority partially rejected the installment requests for federal tax debts made by ALL Malha Sul and the ALL Intermodal, arguing that the tax losses offered by the companies were not sufficient to discharge of their debts. The probability of loss is considered possible, since the losses pointed existed and were available for such use. The updated amount of loss on June 30, 2015 is R$ 97,439. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The civil and labor claims for which unfavorable outcomes are deemed possible are as follow:
| | June 30, 2015 | | December 31, 2014 |
Civil | | | 1,067,319 | | | | 1,118,151 | |
Labor | | | 737,999 | | | | 391,992 | |
| | | | | | | | |
| | | 1,805,318 | | | | 1,510,143 | |
21 | Preferred shareholders payable in subsidiaries |
On June 27, 2014, Cosan S.A. transferred to a newly-incorporated wholly-owned subsidiary, Cosan Investimentos e Participações S.A., its shares in Raízen Energia S.A. and Raízen Combustíveis S.A. in addition to a debenture Cosan S.A. had issued and placed with Banco Bradesco S.A.. The net assets transferred at that date totaled R$ 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 year’s 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 non-current 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.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
As of June 30, 2015, Cosan Limited’s share capital is composed of the following:
Shareholders - Common shares | | Class A and / or BDRs | | % | | Class B1 shares | | % |
Queluz Holding Limited | | | 7,758,116 | | | | 4.45 | | | | 66,321,766 | | | | 68.85 | |
Usina Costa Pinto S.A. Açúcar e Álcool | | | — | | | | — | | | | 30,010,278 | | | | 31.15 | |
Gávea Funds | | | 21,167,463 | | | | 12.14 | | | | — | | | | — | |
MSOR Participações S.A. | | | 1,811,250 | | | | 1.04 | | | | — | | | | — | |
Usina Bom Jesus S.A. | | | 255,000 | | | | 0.15 | | | | — | | | | — | |
FIA Rio das Pedras | | | 16,000 | | | | 0.01 | | | | — | | | | — | |
Other | | | 137,351,010 | | | | 78.78 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 168,358,839 | | | | 96.56 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 5,996,502 | | | | 3.44 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
There have been no changes to the number of shares issued during the periods presented.
Class B1 shares entitle the holder to 10 votes per share whereas Class A and BDRs’ shares are entitled to one vote per share.
The Company holds 5,996,502 Class A treasury shares as of June 30, 2015 and December 31, 2014 with a market value of US$ 6.16 per share at June 30, 2015 (US$ 7.75 per share at December 31, 2014).
| c) | Other comprehensive (loss) income |
| | December 31, 2014 | | Comprehensive (loss) income | | June 30, 2015 |
Foreign currency translation differences | | | (298,446 | ) | | | (67,037 | ) | | | (365,483 | ) |
Gain (loss) on cash flow | | | | | | | | | | | | |
hedge in joint ventures and subsidiaries | | | (10,574 | ) | | | 56,154 | | | | 45,580 | |
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 | ) | | | 3,299 | | | | 1,832 | |
| | | | | | | | | | | | |
Total | | | (72,648 | ) | | | (7,584 | ) | | | (80,232 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (165,618 | ) | | | (25,242 | ) | | | (190,860 | ) |
Non-controlling interests | | | 92,970 | | | | 17,658 | | | | 110,628 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | December 31, 2013 | | Comprehensive (loss) income | | June 30, 2014 |
Foreign currency translation differences | | | (223,038 | ) | | | 3,164 | | | | (219,874 | ) |
Gain (loss) on cash | | | | | | | | | | | | |
flow hedge in joint ventures and subsidiaries | | | 43,384 | | | | (27,311 | ) | | | 16,073 | |
Revaluation of investment properties | | | | | | | | | | | | |
reclassified from property, plant and equipment | | | 190,735 | | | | — | | | | 190,735 | |
Actuarial gain (loss) on defined benefit plan | | | 16,092 | | | | (935 | ) | | | 15,157 | |
Changes in fair value of | | | | | | | | | | | | |
available for sale securities, net | | | (7,480 | ) | | | 1,681 | | | | (5,799 | ) |
| | | | | | | | | | | | |
Total | | | 19,693 | | | | (23,401 | ) | | | (3,708 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (84,887 | ) | | | (9,336 | ) | | | (94,223 | ) |
Non-controlling interests | | | 104,580 | | | | (14,065 | ) | | | 90,515 | |
| | April 1, 2015 to | | January 1, 2015 to | | April 1, 2014 to | | January 1, 2014 to |
| | June 30, 2015 | | June 30, 2015 | | June 30, 2014 | | June 30, 2014 |
Numerator | | | | | | | | |
Profit from continuing operations | | | | | | | | |
attributable to owners of the Parent | | | | | | | | |
Basic | | | 7,123 | | | | 16,663 | | | | 38,748 | | | | 179,553 | |
Dilutive effect of subsidiary's | | | | | | | | | | | | | | | | |
stock option plan | | | (71 | ) | | | (7 | ) | | | (8,446 | ) | | | (29,217 | ) |
Dilutive effect of put option | | | (15,601 | ) | | | (15,601 | ) | | | (15,601 | ) | | | (15,601 | ) |
Diluted | | | (8,549 | ) | | | 1,055 | | | | 14,701 | | | | 134,735 | |
| | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | | | | | | | | | | | | | | |
attributable to owners of the Parent | | | | | | | | | | | | | | | | |
Basic | | | (595 | ) | | | (595 | ) | | | — | | | | — | |
Dilutive effect of subsidiary's | | | | | | | | | | | | | | | | |
stock option plan | | | — | | | | — | | | | — | | | | — | |
Diluted | | | (595 | ) | | | (595 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Denominator | | | | | | | | | | | | | | | | |
Weighted average number | | | | | | | | | | | | | | | | |
of shares outstanding | | | 264,690,883 | | | | 264,690,883 | | | | 264,690,883 | | | | 264,690,883 | |
| | | | | | | | | | | | | | | | |
Basic earnings per share | | | | | | | | | | | | | | | | |
Continuing operations | | R$ | 0.03 | | | R$ | 0.06 | | | R$ | 0.15 | | | R$ | 0.68 | |
Discontinued operations | | R$ | (0.00) | | | R$ | 0.00 | | | R$ | 0.00 | | | R$ | 0.00 | |
| | R$ | 0.03 | | | R$ | 0.06 | | | R$ | 0.15 | | | R$ | 0.68 | |
| | | | | | | | | | | | | | | | |
Diluted (loss) earnings per share | | | | | | | | | | | | | | | | |
Continuing operations | | R$ | (0.03) | | | R$ | 0.00 | | | R$ | 0.06 | | | R$ | 0.51 | |
Discontinued operations | | R$ | (0.00) | | | R$ | (0.00) | | | R$ | 0.00 | | | R$ | 0.00 | |
| | R$ | (0.03) | | | R$ | 0.00 | | | R$ | 0.06 | | | R$ | 0.51 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | April 1, 2015 to | | January 1, 2015 to | | April 1, 2014 to | | January 1, 2014 to |
| | June 30, 2015 | | June 30, 2015 | | June 30, 2014 | | June 30, 2014 |
Financial expense | | | | | | | | | | | | | | | | |
Interest on loans | | | (375,532 | ) | | | (531,043 | ) | | | (200,087 | ) | | | (385,129 | ) |
Interest expense | | | (104,883 | ) | | | (183,963 | ) | | | (32,448 | ) | | | (3,114 | ) |
Indexation expenses | | | (76,427 | ) | | | (112,268 | ) | | | (13,444 | ) | | | (30,630 | ) |
Bank fees | | | (70,177 | ) | | | (91,357 | ) | | | (76,015 | ) | | | (88,586 | ) |
Leases | | | (22,217 | ) | | | (22,217 | ) | | | — | | | | — | |
| | | (649,236 | ) | | | (940,848 | ) | | | (321,994 | ) | | | (507,459 | ) |
Financial income | | | | | | | | | | | | | | | | |
Income from short term investments | | | 92,968 | | | | 141,844 | | | | 34,176 | | | | 64,391 | |
Interest income | | | 16,554 | | | | 31,935 | | | | 35,186 | | | | 51,393 | |
Indexation income | | | 12,434 | | | | 17,968 | | | | 5,058 | | | | 6,987 | |
| | | 121,956 | | | | 191,747 | | | | 74,420 | | | | 122,771 | |
| | | | | | | | | | | | | | | | |
Foreign exchange effects, net | | | 98,078 | | | | (493,756 | ) | | | 20,822 | | | | 96,559 | |
| | | | | | | | | | | | | | | | |
Derivative income (losses) | | | | | | | | | | | | | | | | |
Foreign exchange and | | | | | | | | | | | | | | | | |
interest rate derivatives | | | (179,704 | ) | | | 375,528 | | | | (12,106 | ) | | | (73,187 | ) |
| | | (179,704 | ) | | | 375,528 | | | | (12,106 | ) | | | (73,187 | ) |
| | | | | | | | | | | | | | | | |
| | | (608,906 | ) | | | (867,329 | ) | | | (238,858 | ) | | | (361,316 | ) |
25 | Other income (expenses), net |
| | April 1, 2015 to | | January 1, 2015 to | | April 1, 2014 to | | January 1, 2014 to |
| | June 30, 2015 | | June 30, 2015 | | June 30, 2014 | | June 30, 2014 |
Gain on pre-existing relationship before negotiations for the business combinations | | | 29,838 | | | | 29,838 | | | | — | | | | — | |
Changes in the fair value of investment properties | | | 8,842 | | | | 23,162 | | | | 67,904 | | | | 44,983 | |
Rental income | | | 1,958 | | | | 2,129 | | | | 181 | | | | 348 | |
Loss on disposal of non-current assets | | | (1,377 | ) | | | (2,659 | ) | | | (2,754 | ) | | | (4,806 | ) |
Provisions for legal proceedings | | | (10,024 | ) | | | (19,224 | ) | | | (7,790 | ) | | | (26,230 | ) |
Cost related to internal organization and prospective acquisitions(i) | | | (2,816 | ) | | | (106,660 | ) | | | (124,212 | ) | | | (124,212 | ) |
Other | | | 11,498 | | | | 12,010 | | | | 474 | | | | 10,928 | |
| | | | | | | | | | | | | | | | |
| | | 37,919 | | | | (61,404 | ) | | | (66,197 | ) | | | (98,989 | ) |
| (i) | Refers to costs incurred by the Company with lawyers, consultants, business advisors and other related services for certain reorganizations and prospective acquisitions. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The carrying amount of financial assets and financial liabilities are as follows:
| | June 30, 2015 | | December 31, 2014 |
Assets | | | | |
Fair value through profit or loss | | | | |
Cash and cash equivalents | | | 2,531,947 | | | | 1,649,340 | |
Investment securities | | | 874,242 | | | | 149,735 | |
Derivate financial instruments | | | 1,567,154 | | | | 890,578 | |
| | | 4,973,343 | | | | 2,689,653 | |
Loans and receivables | | | | | | | | |
Trade receivables | | | 1,106,559 | | | | 1,346,101 | |
Related parties | | | 258,566 | | | | 250,884 | |
Dividends receivable | | | 47,352 | | | | 36,130 | |
Other receivables | | | 420,221 | | | | 440,180 | |
| | | 1,832,698 | | | | 2,073,295 | |
| | | | | | | | |
Total | | | 6,806,041 | | | | 4,762,948 | |
| | | | | | | | |
Liabilities | | | | | | �� | | |
Liabilities amortized cost | | | | | | | | |
Loans, borrowings and debentures | | | 12,398,899 | | | | 5,991,887 | |
Leases | | | 1,793,760 | | | | — | |
Trade payables | | | 2,016,748 | | | | 1,112,459 | |
Related parties | | | 116,288 | | | | 137,441 | |
Contingent consideration - Earn out | | | 128,616 | | | | 186,649 | |
Dividends payable | | | 18,363 | | | | 33,354 | |
Tax installments - REFIS | | | 560,661 | | | | 524,703 | |
Preferred shareholders payable in subsidiaries | | | 2,050,181 | | | | 1,926,888 | |
| | | 19,083,516 | | | | 9,913,381 | |
Fair value through profit or loss | | | | | | | | |
Loans, borrowings and debentures | | | 4,147,340 | | | | 2,510,753 | |
Advances on real state credits | | | 320,410 | | | | — | |
Pension and post-employment benefits | | | 312,047 | | | | 301,850 | |
Derivative financial instruments | | | 647,724 | | | | 333,435 | |
| | | 5,427,521 | | | | 3,146,038 | |
| | | | | | | | |
Total | | | 24,511,037 | | | | 13,059,419 | |
During the period there was no reclassification between categories, fair value through profit or loss, loans and receivables and liabilities at the amortized cost presented above.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Risk management structure
As at June 30, 2015 and December 31, 2014, the fair values relating to transactions involving derivative financial instruments to protect the Company’s risk exposure were using observable inputs such as quoted prices in active markets, or discounted cash flows based on market curves, and are presented below:
| | Notional | | Fair value | | |
| | June 30, 2015 | | December 31, 2014 | | June 30, 2015 | | December 31, 2014 | | P&L(i) |
Exchange rate derivatives | | | | | | | | | | |
Swap agreements | | | 176,557 | | | | 828,443 | | | | (18,080 | ) | | | 330,099 | | | | 4,862 | |
Forward agreements | | | 1,841,777 | | | | 178,127 | | | | (102,875 | ) | | | 21,250 | | | | (110,014 | ) |
Options | | | — | | | | — | | | | — | | | | (8,842 | ) | | | 217,992 | |
| | | 2,018,334 | | | | 1,006,570 | | | | (120,955 | ) | | | 342,507 | | | | 112,840 | |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 900,634 | | | | 221,560 | | | | (43,532 | ) | | | (40,330 | ) | | | 181,219 | |
Cross currency interest rate swaps | | | 2,894,397 | | | | 1,659,904 | | | | 1,083,917 | | | | 254,966 | | | | 304,700 | |
| | | 3,795,031 | | | | 1,881,464 | | | | 1,040,385 | | | | 214,636 | | | | 485,919 | |
| | | | | | | | | | | | | | | | | | | | |
Total financial instruments | | | | | | | | | | | 919,430 | | | | 557,143 | | | | 598,759 | |
| | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | 1,567,154 | | | | 890,578 | | | | | |
Liabilities | | | | | | | | | | | (647,724 | ) | | | (333,435 | ) | | | | |
| (i) | The Company recorded in the statement of profit or loss and other comprehensive income, the net effect of the Senior Notes 2023 designated for hedge accounting. Therefore, the amount of R$ 223,231 is accounted for as Financial Expense. |
Credit risk
COMGÁS has no concentration of credit risk due to its broad customer base.
Credit risk is managed through specific rules regarding client acceptance, including credit ratings and limits for customer exposure, including the requirement for a letter of credit from a major bank and obtaining actual warranties when given credit, when applicable. Management believes that credit risk is adequately managed through its policy of allowances for doubtful accounts.
The Company and its subsidiaries may acquire exchange rate and interest rate derivative instruments in the BM&FBovespa, OTC, registered CETIP or the international markets, with several banks, within the limits established in the Treasury Policy for each bank.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The credit risk on cash and cash equivalents, bank deposits in national and foreign financial institutions are determined using the rating instruments accepted by the market as follows:
| | June 30, 2015 | | December 31, 2014 |
Cash and cash equivalents | | | 2,531,947 | | | | 1,649,340 | |
Investment securities | | | 874,242 | | | | 149,735 | |
Trade receivables | | | 1,106,559 | | | | 1,346,101 | |
Derivative financial instruments | | | 1,567,154 | | | | 890,578 | |
Receivables from related parties | | | 258,566 | | | | 250,884 | |
Other trade receivables | | | 420,221 | | | | 440,180 | |
Dividends receivable | | | 47,352 | | | | 36,130 | |
| | | | | | | | |
| | | 6,806,041 | | | | 4,762,948 | |
The Company tests annually their financial assets not classified as at fair value through profit or loss, including an interest in an equity-accounted investee, are assessed at each reporting date to determine whether there is objective evidence of impairment.
Cosan’s policy is to provide financial guarantees only to subsidiaries (Note 14).
Liquidity risk
Liquidity risk is the risk that the Company and its subsidiaries will not be able to meet its obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The Company and its subsidiaries manage liquidity risk by ensuring, as much as possible, the availability of sufficient liquidity to meet its obligations due, under normal and stress situations, without causing unacceptable losses or risking the Company’s and its subsidiaries reputation.
The Company’s non-derivative financial liabilities classified by due date (contracted undiscounted cash flows basis) are as follows:
| | June 30, 2015 | | December 31, 2014 |
| | Up to 1 year | | 1 - 2 years | | 3 - 5 years | | More than 5 years | | Total | | Total |
Loans, borrowings and debentures | | | (3,142,112 | ) | | | (2,410,048 | ) | | | (7,687,950 | ) | | | (7,913,047 | ) | | | (21,153,157 | ) | | | (14,988,841 | ) |
Trade payables | | | (2,015,638 | ) | | | (1,110 | ) | | | — | | | | — | | | | (2,016,748 | ) | | | (1,034,282 | ) |
REFIS | | | (21,929 | ) | | | (21,027 | ) | | | (39,908 | ) | | | (451,425 | ) | | | (534,289 | ) | | | (524,704 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (5,179,679 | ) | | | (2,432,185 | ) | | | (7,727,858 | ) | | | (8,364,472 | ) | | | (23,704,194 | ) | | | (16,547,827 | ) |
Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Cosan’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
As at June 30, 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 Brazilian Reais:
| | June 30, 2015 | | December 31, 2014 |
| | | R$ | | | | USD | | | | R$ | | | | USD | |
Cash and cash equivalents | | | 72,036 | | | | 23,218 | | | | 40,782 | | | | 15,354 | |
Trade receivables | | | 6,934 | | | | 2,235 | | | | 4,708 | | | | 1,772 | |
Trade payable | | | (25,256 | ) | | | (8,140 | ) | | | — | | | | — | |
Loans, borrowings and debentures | | | (5,667,153 | ) | | | (1,780,248 | ) | | | (4,337,999 | ) | | | (1,633,160 | ) |
Contingent consideration - Earn out | | | (31,655 | ) | | | (10,203 | ) | | | (47,340 | ) | | | (17,822 | ) |
Derivative financial instruments | | | 4,713,056 | | | | 1,903,045 | | | | 9,235,274 | | | | 3,745,648 | |
| | | | | | | | | | | | | | | | |
Foreign exchange exposure, net | | | (932,038 | ) | | | 129,907 | | | | 4,895,425 | | | | 2,111,792 | |
| i. | Sensitivity analysis on changes in foreign exchange rates |
The probable scenario was defined based on the U.S. Dollar market rates as at June 30, 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.
Based on the financial instruments denominated in U.S. Dollars at June 30, 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$/US$) |
| | | | | | | | | Scenario |
| | | | | June 30, 2015 | | | | Probable | | | | 25% | | | | 50% | | | | -25% | | | | -50% | |
At June 30, 2015 | | | 3.1026 | | | | 3.1026 | | | | 3.8783 | | | | 4.6539 | | | | 2.3270 | | | | 1.5513 | |
Considering the above scenario the profit or loss would be impacted as follows:
| | | | | Variation scenario |
Instrument | | Risk factor | | | Probable | | | | 25% | | | | 50% | | | | -25% | | | | -50% | |
Cash and cash equivalents | | USD fluctuation | | | 72,036 | | | | 17,791 | | | | 35,580 | | | | (17,791 | ) | | | (35,580 | ) |
Trade receivables in foreign currency | | USD fluctuation | | | 6,934 | | | | 1,734 | | | | 3,467 | | | | (1,734 | ) | | | (3,467 | ) |
Exchange rate derivatives | | USD fluctuation | | | 2,137,306 | | | | 492,251 | | | | 984,490 | | | | (492,251 | ) | | | (984,490 | ) |
Exchange rate and interest derivatives | | USD and CDI fluctuation | | | 2,575,750 | | | | 856,857 | | | | 1,681,109 | | | | (791,646 | ) | | | (1,615,899 | ) |
Trade payable | | USD fluctuation | | | (25,256 | ) | | | (6,314 | ) | | | (12,628 | ) | | | 6,314 | | | | 12,628 | |
Loans, borrowings and debentures | | USD fluctuation | | | (5,667,153 | ) | | | (1,317,063 | ) | | | (2,634,115 | ) | | | 1,317,063 | | | | 2,634,115 | |
Contingent consideration - Earn out | | USD fluctuation | | | (31,655 | ) | | | (7,914 | ) | | | (15,828 | ) | | | (7,914 | ) | | | (15,828 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | (932,038 | ) | | | 37,342 | | | | 42,075 | | | | 12,041 | | | | (8,521 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The Company and its subsidiaries monitor the fluctuations in variable interest rates in connection with its borrowings, especially those that accrue interest using LIBOR, and uses derivative instruments in order to minimize variable interest rate fluctuation risks.
| i. | 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:
| | June 30, 2015 |
Exposure interest rate | | | Balance | | | | Probable(i) | | | | 25% | | | | 50% | | | | -25% | | | | -50% | |
Cash and cash equivalents | | | 375,987 | | | | 427,272 | | | | 12,821 | | | | 25,642 | | | | (12,821 | ) | | | (25,642 | ) |
Investment securities | | | 534,429 | | | | 607,326 | | | | 18,224 | | | | 36,448 | | | | (18,224 | ) | | | (36,448 | ) |
Loans, borrowings and debentures | | | 1,261,240 | | | | 1,170,245 | | | | (357,412 | ) | | | (714,824 | ) | | | 357,412 | | | | 714,824 | |
Derivative financial instruments | | | (65,435 | ) | | | (67,902 | ) | | | 87,199 | | | | 189,328 | | | | (72,908 | ) | | | (134,975 | ) |
Advances on real estate credits | | | (320,410 | ) | | | (341,237 | ) | | | (10,926 | ) | | | (21,852 | ) | | | 10,926 | | | | 21,852 | |
Leases | | | (1,793,760 | ) | | | (2,038,429 | ) | | | (61,167 | ) | | | (122,334 | ) | | | 61,167 | | | | 122,334 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | | | (242,725 | ) | | | (311,261 | ) | | | (607,592 | ) | | | 325,552 | | | | 661,945 | |
| (i) | The CDI and TJLP indexes considered of 13.64% and 6.00%, respectively, were obtained from information available in the market. |
Financial instruments fair value
The carrying amounts and fair value of financial assets and financial liabilities are as follows:
| | Carrying amount | | Fair value(i) |
| | June 30, 2015 | | December 31, 2014 | | June 30, 2015 | | December 31, 2014 |
Assets | | | | | | | | |
Cash and cash equivalents | | | 2,531,947 | | | | 1,649,340 | | | | 2,531,947 | | | | 1,649,340 | |
Investment securities | | | 874,242 | | | | 149,735 | | | | 874,242 | | | | 149,735 | |
Trade receivables | | | 1,106,559 | | | | 1,346,101 | | | | 1,106,559 | | | | 1,346,101 | |
Derivative financial instruments | | | 1,567,154 | | | | 890,578 | | | | 1,567,154 | | | | 890,578 | |
Related parties | | | 258,566 | | | | 250,884 | | | | 258,566 | | | | 250,884 | |
Other receivables | | | 420,221 | | | | 440,180 | | | | 420,221 | | | | 440,180 | |
Dividends receivable | | | 47,352 | | | | 36,130 | | | | 47,352 | | | | 36,130 | |
| | | | | | | | | | | | | | | | |
Total | | | 6,806,041 | | | | 4,762,948 | | | | 6,806,041 | | | | 4,762,948 | |
| | | | | | | | | | | | | | | | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Liabilities | | | | | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 16,546,239 | | | | 8,502,640 | | | | 16,327,891 | | | | 8,287,378 | |
Advances on real estate credits | | | 320,410 | | | | — | | | | 320,410 | | | | — | |
Derivative financial instruments | | | 647,724 | | | | 333,435 | | | | 647,724 | | | | 333,435 | |
Trade payables | | | 2,016,748 | | | | 1,112,459 | | | | 2,016,748 | | | | 1,112,459 | |
Payables to related parties | | | 116,288 | | | | 137,441 | | | | 116,288 | | | | 137,441 | |
Lease | | | 1,793,760 | | | | — | | | | 1,793,760 | | | | — | |
Pension and post-employment benefits | | | 312,047 | | | | 301,850 | | | | 312,047 | | | | 301,850 | |
Preferred shareholders payable in subsidiaries | | | 2,050,181 | | | | 1,926,888 | | | | 2,050,181 | | | | 1,926,888 | |
Tax installments - REFIS | | | 560,661 | | | | 524,703 | | | | 560,661 | | | | 524,703 | |
Contingent consideration - Earn out | | | 128,616 | | | | 186,649 | | | | 128,616 | | | | 186,649 | |
Dividends payable | | | 18,363 | | | | 33,354 | | | | 18,363 | | | | 33,354 | |
| | | | | | | | | | | | | | | | |
Total | | | 24,511,037 | | | | 13,059,419 | | | | 24,292,689 | | | | 12,844,157 | |
| (i) | If these loans and borrowings were recorded at fair value, they would be considered as “Level 2” in the fair value hierarchy presented on Note 27. |
Hedge accounting – Fair value
Currently the Company has adopted the fair value hedge for some of its operations that both the hedging instruments and the hedged items are accounted for at fair value through profit or loss. Operations and accounting effects of this adoption are as follows:
| | Debt | | Derivative | | Total |
At December 31, 2014 | | | 1,352,796 | | | | (183,086 | ) | | | 1,169,710 | |
Interest amortization | | | (40,330 | ) | | | (34,305 | ) | | | (74,635 | ) |
Fair value | | | 299,401 | | | | (223,231 | ) | | | 76,170 | |
| | | | | | | | | | | | |
At June 30, 2015 | | | 1,611,867 | | | | (440,622 | ) | | | 1,171,245 | |
Assets and liabilities | | | | | | |
measured at fair value | | Level 1 | | Level 2 | | Total |
At June 30, 2015 | | | | | | | | | | | | |
Cash and cash equivalents | | | — | | | | 2,531,947 | | | | 2,531,947 | |
Derivative financial assets | | | — | | | | 1,567,154 | | | | 1,567,154 | |
Derivative financial liabilities | | | — | | | | (647,724 | ) | | | (647,724 | ) |
Loans, borrowings and debentures | | | — | | | | (4,147,340 | ) | | | (4,147,340 | ) |
Advances on real state credits | | | — | | | | (320,410 | ) | | | (320,410 | ) |
Investments securities | | | — | | | | 874,242 | | | | 874,242 | |
Pension and post-employment benefits | | | — | | | | (312,047 | ) | | | (312,047 | ) |
Assets held for sale | | | — | | | | 42,728 | | | | 42,728 | |
Investment properties | | | — | | | | 2,643,211 | | | | 2,643,211 | |
| | | | | | | | | | | | |
Total | | | — | | | | 2,231,761 | | | | 2,231,761 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
At December 31, 2014 | | | | | | | | | | | | |
Derivative financial assets | | | — | | | | 890,578 | | | | 890,578 | |
Derivative financial liabilities | | | — | | | | 333,434 | | | | 333,434 | |
Loans, borrowings and debentures | | | — | | | | 2,806,097 | | | | 2,806,097 | |
Contingent consideration - Earn out | | | — | | | | 186,649 | | | | 186,649 | |
Pension plan assets | | | 313,955 | | | | 49,061 | | | | 363,016 | |
Securities | | | — | | | | 149,735 | | | | 149,735 | |
Assets held for sale | | | — | | | | 25,089 | | | | 25,089 | |
Preferred shareholders | | | | | | | | | | | | |
payable in subsidiaries | | | — | | | | 1,926,888 | | | | 1,926,888 | |
Investment properties | | | — | | | | 2,641,978 | | | | 2,641,978 | |
| | | | | | | | | | | | |
Total | | | 313,955 | | | | 9,009,509 | | | | 9,323,464 | |
28 | Pension and post-employment benefit plans |
| | June 30, 2015 | | December 31, 2014 |
Futura | | | 23,770 | | | | 23,048 | |
Futura II | | | 278 | | | | 240 | |
COMGÁS | | | 287,999 | | | | 278,562 | |
| | | | | | | | |
Total | | | 312,047 | | | | 301,850 | |
Pension plans
Defined benefit
Cosan Lubrificantes e Especialidades S.A. has a non-contributory defined benefit pension plan (Futura, formerly Previd Exxon) for certain employees upon retirement. This plan was amended to close it to new entrants and approved by the relevant authorities on May 5, 2011. No new employees are eligible to participate on the plan, contributions ceased, and participants are guaranteed a benefit proportionate to their accumulated entitlement as at March 31, 2011. During the three and six month periods ended June 30, 2015, the amounts of contributions totaled R$ 843 and R$ 1,879, respectively (R$ 2,368 and R$ 4,645 for the three and six month periods ended June 30, 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 three and six month periods ended June 30, 2015, the amounts of contributions totaled R$ 378 and R$ 809, respectively (R$ 436 and R$ 1,009 for the three and six month period ended June 30, 2014).
COMGÁS offers a supplementary retirement plan, through a defined contribution Free Benefit Generating Plan (“PGBL”). During the three and six month periods ended June 30, 2015, employers’ contributions to the plan totaled R$4,577 and R$ 8,102, respectively (R$ 8,187 and R$ 16,373 for the three and six month periods ended June 30, 2014).
Cosan Limited
Notes to the consolidated interim financial statements
For the three and six month periods ended June 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Cosan S.A.
At the annual and extraordinary general shareholders’ meeting held on July 29, 2011, the guidelines for the outlining and structuring of the stock option compensation plan for Cosan S.A.’s executives and employees were approved, authorizing the issue of up to 5% of shares of Cosan S.A.’s total capital. This stock option plan was created to attract and retain executives and key employees, offering them the opportunity to become Cosan S.A.’s shareholders.
On August 18, 2011, Cosan S.A.’s board of directors approved the total number of stock option awards of 12,000,000 shares to be issued or treasury shares held by Cosan S.A., corresponding to 2.41% of the share capital at that time. On the same date the eligible executives were informed about the terms and conditions of the stock-option plan.
The numbers of options in the six month periods ended June 30, 2015 is 8,912,000 with weighted average exercise price R$ 30.09. During the six month periods ended June 30, 2015, there was no change in the plan options.
Cosan Log
With the acquisition of ALL by the Rumo, the stock option plan were canceled and assumed by the Rumo. Therefore, the fair value stock options were recalculated on the merger date on April 1, 2015.
The total of 1,478,659 options that were assumed by the Rumo is R$ 0.18 per fair value option, calculated by the binomial method. The average exercise price is R$ 5.03. This measure will generate a total expenditure relating to the plan of R$ 264.
30 | Discontinued operations |
Discontinued operations represent the results of ALL's subsidiaries in Argentina in the final discontinuity stage. The results of discontinued operations for the quarter ended June 30, 2015 are as follows:
| | April 1, 2015 to |
| | June 30, 2015 |
Selling, general and administrative expenses | | | (503 | ) |
Financial results | | | (3,072 | ) |
| | | | |
Loss before taxes | | | (3,575 | ) |
| | | | |
Income tax (expense) benefit | | | (7 | ) |
| | | | |
Loss from discontinued operations, net of tax | | | (3,582 | ) |
The operating cash flow from discontinued operations amounted to an outflow of R$ 478.
***
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | COSAN LIMITED | |
| | | |
| | | |
Date: | August 14, 2015 | | By: | /s/ Marcelo Eduardo Martins | |
| | | | Name: | Marcelo Eduardo Martins | |
| | | | Title: | Chief Financial Officer and Investor Relations Officer | |