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 November, 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 for 3rd Quarter of Fiscal Year 2015 |
2. | Cosan Limited consolidated interim financial statements at September 30, 2015 and independent auditors’ review report |
Item 1
| COSAN LIMITED 3rd quarter of the Fiscal Year 2015 |
earnings release 3q15
São Paulo, November 11, 2015–COSAN LIMITED (NYSE: CZZ eBM&FBovespa: CZLT33) announces today its results for the third quarter (July, August and September) of 2015 (3Q15). The results are consolidated in accordance with the accounting principles adopted in Brazil and internationally (IFRS).
Financial Highlights
Summary of Financial Information - Cosan Limited Pro forma¹ | | | 3Q15 | | | | 3Q14 | | | | Chg. % | | | | 2Q15 | | | | Chg. % | |
R$ MM | | | (Jul-Sep) | | | | (Jul-Sep) | | | | 3Q15 / 3Q14 | | | | (Apr-Jun) | | | | 3Q15 / 2Q15 | |
Net Revenues | | | 12,798.4 | | | | 10,283.6 | | | | 24.5% | | | | 11,325.7 | | | | 13.0% | |
Gross Profit | | | 1,665.4 | | | | 1,235.7 | | | | 34.8% | | | | 1,579.8 | | | | 5.4% | |
Gross Margin (%) | | | 49.4% | | | | 36.6% | | | | 12.7 p.p. | | | | 46.8% | | | | 2.5 p.p. | |
Operations Profit | | | 865.4 | | | | 559.9 | | | | 54.6% | | | | 898.6 | | | | -3.7% | |
EBITDA | | | 1,534.9 | | | | 1,060.2 | | | | 44.8% | | | | 1,454.1 | | | | 5.6% | |
EBITDA Margin (%) | | | 45.5% | | | | 31.4% | | | | 14.1 p.p. | | | | 43.1% | | | | 2.4 p.p. | |
Equity Pick up | | | 4.6 | | | | (8.3) | | | | n/a | | | | (3.4) | | | | n/a | |
Net Income before non-controlling Interest | | | 86.1 | | | | 110.3 | | | | -21.9% | | | | 152.4 | | | | -43.5% | |
Net Income | | | 48.4 | | | | 20.5 | | | | n/a | | | | 6.5 | | | | n/a | |
Net Margin (%) | | | 1.4% | | | | 0.6% | | | | 0.8 p.p. | | | | 0.2% | | | | 1.2 p.p. | |
Note 1: Considering50% consolidation of the results of Raízen Combustíveis and Raízen Energia.
Cosan Limited Consolidated Result
The Company's subsidiariesCosan S/A Indústria e Comércio (BM&FBovespa CSAN3)and Cosan Logístisca S/A (BM&FBovespa RLOG3) reported their results on August 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:
|  | Cosan S/A (CSAN3) - Investor Relations |
|  | Cosan Logística (RLOG3 and RUMO3) - Investor Relations |
Investor Relations E-mail: ri@cosan.com.br Telephone: +55 11 3897-9797 Website: ri.cosan.com.br | |
 | Cosan Limited - Press Release 3rd 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:

Executive Summary 3Q15
The challenges posed by Brazil's macroeconomic slowdown since the start of the year continued into the third quarter of 2015.The period was also marked by high volatility in the U.S. dollar exchange rate and in international sugar, ethanol and crude oil prices. Despite this challenging environment, our businesses continued to perform in line with our expectations for the year and in line with our guidance.
Cosan Logística:Consolidated EBITDA of Rumo ALL grew 3% to R$551 million, despite higher reclassification of maintenance expenses (parts, services and personnel). EBITDA in 9M15 reached R$1,450 million, nearly 80% of the midpoint of our guidance for 2015. Total volume transported reached 12.5 billion RTK (up 6% from 3Q14), mainly due to the 14% increase in the transportation of agricultural products. North Operations presented 16% volume growth and R$490 million of EBITDA (18% up from 3Q14). Port loading of 3.7 million tons: up 20% from 3Q14 due to the sugar crop peak season, as well as additional corn volumes in the quarter. Leverage decreased by 2.3% compared to 2Q15, achieving 4.85 times the net debt/LTM EBITDA, due to the improvement in EBITDA LTM.
Cosan S/A: Pro forma EBITDA was R$1,090 million, up 11% compared to 3Q14. Pro forma EBITDA amounted to R$992 million, increasing 2% from 3Q14. The seasonally weaker result at Raízen Energia in the quarter, which was partially offset by the higher net income at Raízen Combustíveis and Comgás, contributed to the net loss of R$13 million at Cosan. The third quarter of the year (the second of the crop year) is typically marked by cash burn at Raízen Energia due to the inventory building strategy, which resulted in the pro forma use R$136 million in 3Q15. In the year to date (9M15), Cosan generated R$1,190 million of cash, reflecting the strong focus on improving operating performance and on reducing CAPEX in the business units.
Raízen Combustíveis:Adjusted EBITDA, excluding the effects from asset divestments, advanced 7% on 3Q14(+9% for reported EBITDA). Fuel sales continued to suffer from the country’s weaker economic activity, especially diesel. Even so, sales volume growth outpaced the industry average (-3,1% source: ANP). Otto cycle (gasoline+ethanol) sales volume advanced 5% on 3Q14, especially in the retail segment, supported by the faster pace of service station conversions and the maturation of stations converted in recent years. Diesel sales contracted 1% from 3Q14, while diesel sales by the overall industry contracted 6%, which is explained by new contracts signed in the period and stronger demand from agribusiness consumers. EBITDA growth in the quarter was driven by the expansion in ethanol unit margin and by the product's higher share in the sales mix.
Raízen Energia:Adjusted EBITDA, excluding the effects from the variation in biological assets and hedge accounting, reached R$837 million, increasing 20% over 3Q14.The results in the quarter (second of the 2015/16 crop year) were driven a sequential increase in crushing volumes, despite the atypical rains in the period, supporting higher sales volumes of sugar (+18%) and ethanol (+11%). Agricultural yield in the quarter (measured in tons of TRS content per hectare) also improved, reaching
 | Cosan Limited - Press Release 3rd quarter of the Fiscal Year 2015 |
12.3 tons TRS/ha, compared to 10.3 tons TRS/ha in 3Q14. Unit cash cost increased compared to 3Q14, reflecting the late start of the crushing season, particularly for own cane, resulting in the higher crushing of cane from suppliers, for which the TRS price published by CONSECANA increased. CAPEX decreased 41% from 3Q14, which reflects the plan to optimize investments in the sugar and ethanol segment and is in line with our guidance.
Comgás: Normalized EBITDA, which includes the effect from the regulatory current account, totaled R$380 million, increasing 6% over 3Q14.Natural gas sales continued to suffer from the slower economic activity, especially in the industrial segment. Lower water consumption in the state of São Paulo, combined with abnormally high temperatures, adversely affected residential unit consumption. Excluding thermal power, sales volumes contracted 6% compared to 3Q14. On the other hand, 23 industrial clients, 335 commercial clients and 30,000 residential clients were connected in the quarter. EBITDA growth in the period is explained by the better sales mix, tariff increases and control of expenses.
Lubrificantes: EBITDA in 3Q15 continued to improve, growing 37% on the year-ago period to R$42 million. EBITDA growth and EBITDA margin expansion in the period were driven by the better sales mix and the results from the international operations.
Radar: EBITDA amounted to R$13 million in 3Q15, a period marked by a lower volume of property sales. There was also no variation in the market indicators used to adjust the value of the own land portfolio.Radar ended the quarter with 278,600 hectares of own and third-party land under management, with a market value of R$5.3 billion.
 | Cosan Limited - Press Release 3rd quarter of the Fiscal Year 2015 |
We present below the 3Q15 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) 3Q15 | | Raízen Combustíveis | | Raízen Energia | | Comgás | | Lubricants | | Radar | | Other Businesses | | Raízen Deconsolidation | | Adjusts and Eliminations | | Cosan S/A Account | | Cosan Logística | | Cosan Limited (Parent Company) | | Adjusts and Eliminations | | Cosan Limited Consolidadated |
Net Revenue | | | 15,638.9 | | | | 2,637.5 | | | | 1,743.1 | | | | 484.2 | | | | 31.9 | | | | 0.0 | | | | (18,276.3 | ) | | | - | | | | 2,259.2 | | | | 1,357.7 | | | | - | | | | (11.6 | ) | | | 3,605.3 | |
Cost of Goods and Services | | | (14,884.9 | ) | | | (2,195.6 | ) | | | (1,241.4 | ) | | | (367.1 | ) | | | (10.7 | ) | | | (0.1 | ) | | | 17,080.6 | | | | - | | | | (1,619.3 | ) | | | (921.4 | ) | | | - | | | | 11.6 | | | | (2,529.1 | ) |
Gross Profit | | | 753.9 | | | | 441.8 | | | | 501.7 | | | | 117.1 | | | | 21.2 | | | | (0.1 | ) | | | (1,195.8 | ) | | | - | | | | 639.9 | | | | 436.3 | | | | - | | | | (0.0 | ) | | | 1,076.2 | |
Gross Margin(%) | | | 4.8 | % | | | 16.8 | % | | | 28.8 | % | | | 24.2 | % | | | 66.4 | % | | | n/a | | | | 0.0 | % | | | n/a | | | | 28.3 | % | | | 32.1 | % | | | n/a | | | | 0.0 | % | | | 29.9 | % |
Selling Expenses | | | (306.0 | ) | | | (188.4 | ) | | | (156.5 | ) | | | (74.6 | ) | | | - | | | | - | | | | 494.3 | | | | - | | | | (231.1 | ) | | | (2.6 | ) | | | - | | | | - | | | | (233.6 | ) |
General and Administrative Expenses | | | (91.3 | ) | | | (137.3 | ) | | | (78.3 | ) | | | (18.5 | ) | | | (8.0 | ) | | | (38.9 | ) | | | 228.6 | | | | - | | | | (143.8 | ) | | | (96.2 | ) | | | (5.1 | ) | | | - | | | | (245.0 | ) |
Other Operating Revenues (Expenses) | | | 88.0 | | | | (5.4 | ) | | | (0.7 | ) | | | 0.4 | | | | 0.0 | | | | (12.1 | ) | | | (82.6 | ) | | | - | | | | (12.4 | ) | | | 11.2 | | | | - | | | | - | | | | (1.2 | ) |
Equity Pick-up | | | 3.5 | | | | (14.8 | ) | | | - | | | | (2.4 | ) | | | 0.0 | | | | 147.7 | | | | 11.3 | | | | (116.1 | ) | | | 29.2 | | | | 4.1 | | | | (15.0 | ) | | | 15.0 | | | | 33.3 | |
Depreciation and Amortization | | | 144.8 | | | | 509.8 | | | | 120.9 | | | | 20.1 | | | | 0.1 | | | | 1.1 | | | | (654.6 | ) | | | - | | | | 142.3 | | | | 195.3 | | | | - | | | | - | | | | 337.6 | |
EBITDA | | | 593.1 | | | | 605.7 | | | | 387.1 | | | | 42.1 | | | | 13.3 | | | | 97.7 | | | | (1,198.8 | ) | | | (116.1 | ) | | | 424.1 | | | | 548.2 | | | | (20.1 | ) | | | 15.0 | | | | 967.2 | |
EBITDA Margin (%) | | | 3.8 | % | | | 23.0 | % | | | 22.2 | % | | | 8.7 | % | | | 41.6 | % | | | n/a | | | | 0.0 | % | | | n/a | | | | 18.8 | % | | | 40.4 | % | | | n/a | | | | 0.0 | % | | | 26.8 | % |
Financial income | | | (45.4 | ) | | | (262.4 | ) | | | (58.4 | ) | | | (1.5 | ) | | | (0.3 | ) | | | (214.9 | ) | | | 307.8 | | | | 4.9 | | | | (270.2 | ) | | | (384.3 | ) | | | (9.4 | ) | | | - | | | | (663.9 | ) |
Financial expense | | | 39.4 | | | | 181.9 | | | | 105.1 | | | | 2.0 | | | | 3.5 | | | | 35.3 | | | | (221.3 | ) | | | (4.9 | ) | | | 140.8 | | | | 57.5 | | | | 0.0 | | | | - | | | | 198.3 | |
Foreign exchange gain (losses), net | | | (169.7 | ) | | | (622.2 | ) | | | 349.6 | | | | (17.4 | ) | | | - | | | | (512.9 | ) | | | 791.9 | | | | - | | | | (180.8 | ) | | | (139.0 | ) | | | 48.6 | | | | - | | | | (271.2 | ) |
Derivatives | | | 81.1 | | | | 239.9 | | | | (395.4 | ) | | | 3.4 | | | | - | | | | 498.0 | | | | (321.0 | ) | | | - | | | | 106.0 | | | | 71.7 | | | | 29.3 | | | | - | | | | 207.0 | |
Income taxes expenses | | | (84.0 | ) | | | 161.0 | | | | (94.9 | ) | | | (4.5 | ) | | | (3.5 | ) | | | 84.8 | | | | (77.0 | ) | | | - | | | | (18.1 | ) | | | 1.3 | | | | - | | | | - | | | | (16.8 | ) |
Non-controlling interests | | | (6.1 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6.1 | | | | (73.0 | ) | | | (73.0 | ) | | | 32.0 | | | | - | | | | 8.9 | | | | (32.0 | ) |
Profit (loss) for the period | | | 263.5 | | | | (206.0 | ) | | | 172.2 | | | | 4.0 | | | | 12.9 | | | | (13.3 | ) | | | (57.5 | ) | | | (189.0 | ) | | | (13.3 | ) | | | (10.6 | ) | | | 48.4 | | | | 23.9 | | | | 48.4 | |
 | Cosan Limited - Press Release 3rd quarter of the Fiscal Year 2015 |
Financial Statements
Cosan Limited (CZZ)
Indicators | | | 3Q15 | | | 3Q14 | | | | Chg.% | | | 3Q15 | | | 3Q14 | | | Chg.% |
BRL Million | | | 09/30/2015 | | | 09/30/2014 | | | | 3Q15 x 3Q14 | | | 09/30/2015 | | | 09/30/2014 | | | 9M 15 x 9M 14 |
EBITDA | | | 159.5 | | | | 211.8 | | | | -24.7 | % | | | 456.3 | | | | 572.8 | | | | -20.3 | % |
Income Statement for the period | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 3Q15 | | | 3Q14 | | | Chg.% |
BRL Million | | | 09/30/2015 | | | 09/30/2014 | | | 3Q15 x 3Q14 | | | 09/30/2015 | | | 09/30/2014 | | | 9M 15 x 9M 14 |
Net Operating Revenue | | | 2,259.2 | | | | 2,101.0 | | | | 7.5 | % | | | 6,316.8 | | | | 6,105.7 | | | | 3.5 | % |
Cost of goods sold | | | (1,619.3 | ) | | | (1,488.8 | ) | | | 8.8 | % | | | (4,475.0 | ) | | | (4,302.6 | ) | | | 4. | % |
Gross Profit | | | 639.9 | | | | 612.2 | | | | 4.5 | % | | | 1,841.7 | | | | 1,803.2 | | | | 2.1 | % |
Sales, general and administrative expenses | | | (374.9 | ) | | | (363.6 | ) | | | 3.1 | % | | | (1,098.7 | ) | | | (1,052.7 | ) | | | 4.4 | % |
Other operating income (expenses), net | | | (12.4 | ) | | | (5.5 | ) | | | n/a | | | | (113.2 | ) | | | (103.0 | ) | | | 9.9 | % |
Financial revenue | | | 140.8 | | | | 44.9 | | | | n/a | | | | 279.0 | | | | 143.8 | | | | 94. | % |
Financial expenses | | | (270.2 | ) | | | (248.5 | ) | | | 8.7 | % | | | (829.7 | ) | | | (704.3 | ) | | | 17.8 | % |
Foreign exchange variation | | | (180.8 | ) | | | (209.6 | ) | | | -13.8 | % | | | (641.8 | ) | | | (108.1 | ) | | | n/a | |
Derivative | | | 106.0 | | | | 116.5 | | | | -9. | % | | | 442.8 | | | | 58.4 | | | | n/a | |
Equity pick up | | | 29.2 | | | | 75.8 | | | | -61.5 | % | | | 274.1 | | | | 461.9 | | | | -40.7 | % |
Income and Social Contribution Taxes | | | (18.1 | ) | | | 35.2 | | | | n/a | | | | 30.0 | | | | 21.2 | | | | 42. | % |
Equity attributable to non-controlling interests | | | (73.0 | ) | | | (80.0 | ) | | | -8.8 | % | | | (192.0 | ) | | | (237.5 | ) | | | -19.2 | % |
Net Income from discontinued operations | | | 0.0 | | | | 37.8 | | | | -100. | % | | | (0.0 | ) | | | 92.6 | | | | n/a | |
Net Income (loss) | | | (13.3 | ) | | | 15.2 | | | | n/a | | | | (7.6 | ) | | | 375.5 | | | | n/a | |
Balance Sheet | | | 3Q15 | | | 2Q15 | | | | | | | | | | | | | | | | |
BRL Million | | | 09/30/2015 | | | 06/30/2015 | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents | | | 1,865 | | | | 2,021 | | | | | | | | | | | | | | | | | |
Securities | | | 215 | | | | 191 | | | | | | | | | | | | | | | | | |
Accounts Rreceivable | | | 862 | | | | 829 | | | | | | | | | | | | | | | | | |
Inventories | | | 392 | | | | 332 | | | | | | | | | | | | | | | | | |
Other Current Assets | | | 913 | | | | 401 | | | | | | | | | | | | | | | | | |
Investments | | | 8,426 | | | | 8,654 | | | | | | | | | | | | | | | | | |
Investment Property | | | 2,386 | | | | 2,643 | | | | | | | | | | | | | | | | | |
Biological Assets | | | (0 | ) | | | (0 | ) | | | | | | | | | | | | | | | | |
Property, Plant and Equipment | | | 384 | | | | 373 | | | | | | | | | | | | | | | | | |
Intangible | | | 9,414 | | | | 9,410 | | | | | | | | | | | | | | | | | |
Other Non-Current Assets | | | 1,775 | | | | 2,019 | | | | | | | | | | | | | | | | | |
Total Assets | | | 29,179 | | | | 28,400 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Financing | | | (9,000 | ) | | | (8,222 | ) | | | | | | | | | | | | | | | | |
Suppliers | | | (1,545 | ) | | | (1,314 | ) | | | | | | | | | | | | | | | | |
Salaries Payable | | | (95 | ) | | | (78 | ) | | | | | | | | | | | | | | | | |
Other current liabilities | | | (431 | ) | | | (355 | ) | | | | | | | | | | | | | | | | |
Other non-current liabilities | | | (5,208 | ) | | | (5,446 | ) | | | | | | | | | | | | | | | | |
Net Equity | | | (12,143 | ) | | | (12,363 | ) | | | | | | | | | | | | | | | | |
Total Liabilities | | | (29,179 | ) | | | (28,400 | ) | | | | | | | | | | | | | | | | |
 | Cosan Limited - Press Release 3rd quarter of the Fiscal Year 2015 |
Cosan Limited – Pro forma (including 50% of Raízen)
Indicators | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 3Q15 | | | 3Q14 | | | Chg.% |
BRL Million | | | 09/30/2015 | | | 09/30/2014 | | | | 3Q15 x 3Q14 | | | 09/30/2015 | | | 09/30/2014 | | | 9M 15 x 9M 14 |
EBITDA | | | 1,534.9 | | | | 1,060.2 | | | | 44.8 | % | | | 3,911.9 | | | | 2,950.9 | | | | 32.6 | % |
Income Statement for the period | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 3Q15 | | | 3Q14 | | | Chg.% |
BRL Million | | | 09/30/2015 | | | 09/30/2014 | | | 3Q15 x 3Q14 | | | 09/30/2015 | | 09/30/2014 | | | 9M 15 x 9M 14 |
Net Operating Revenue | | | (11,132.9 | ) | | | (9,047.9 | ) | | | 23.0 | % | | | (29,850.4 | ) | | | (25,846.9 | ) | | | 15.5 | % |
Gross Profit | | | 1,665.4 | | | | 1,235.7 | | | | 34.8 | % | | | 4,425.4 | | | | 3,625.8 | | | | 22.1 | % |
Sales, general and administrative expenses | | | (840.1 | ) | | | (724.9 | ) | | | 15.9 | % | | | (2,340.6 | ) | | | (2,137.9 | ) | | | 9.5 | % |
Other operating income (expenses), net | | | 40.1 | | | | 49.1 | | | | -18.3 | % | | | 57.8 | | | | 68.6 | | | | -15.7 | % |
Financial revenue | | | 293.0 | | | | 159.7 | | | | 83.4 | % | | | 746.2 | | | | 378.6 | | | | 97.1 | % |
Financial expenses | | | (801.8 | ) | | | (390.3 | ) | | | n/a | | | | (2,057.4 | ) | | | (1,050.5 | ) | | | 95.8 | % |
Foreign exchange variation | | | (667.1 | ) | | | (367.6 | ) | | | 81.5 | % | | | (1,463.3 | ) | | | (179.6 | ) | | | n/a | |
Derivative | | | 367.5 | | | | 170.1 | | | | n/a | | | | 974.4 | | | | 105.1 | | | | n/a | |
Equity pick up | | | 4.6 | | | | (8.3 | ) | | | n/a | | | | (3.2 | ) | | | (23.2 | ) | | | -86.0 | % |
Income and Social Contribution Taxes | | | 24.6 | | | | (13.2 | ) | | | n/a | | | | (69.0 | ) | | | (196.8 | ) | | | -64.9 | % |
Equity attributable to non-controlling interests | | | (35.1 | ) | | | (89.7 | ) | | | -60.9 | % | | | (199.6 | ) | | | (390.1 | ) | | | -48.8 | % |
Net Income from discontinued operations | | | 2.6 | | | | (0.0 | ) | | | n/a | | | | 6.2 | | | | 0.0 | | | | n/a | |
Net Income (loss) | | | 48.4 | | | | 20.5 | | | | n/a | | | | 64.5 | | | | 200.1 | | | | -67.8 | % |
Balance Sheet | | | 3Q15 | | | 2Q15 | | | | | | | | | | | | | | | | |
BRL Million | | | 09/30/2015 | | | 06/30/2015 | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents | | | 3,951 | | | | 4,474 | | | | | | | | | | | | | | | | | |
Securities | | | 1,094 | | | | 726 | | | | | | | | | | | | | | | | | |
Accounts Rreceivable | | | 2,024 | | | | 1,937 | | | | | | | | | | | | | | | | | |
Inventories | | | 2,401 | | | | 1,851 | | | | | | | | | | | | | | | | | |
Other Current Assets | | | 1,861 | | | | 1,350 | | | | | | | | | | | | | | | | | |
Investments | | | 427 | | | | 414 | | | | | | | | | | | | | | | | | |
Investment Property | | | 2,386 | | | | 2,643 | | | | | | | | | | | | | | | | | |
Biological Assets | | | 952 | | | | 1,002 | | | | | | | | | | | | | | | | | |
Property, Plant and Equipment | | | 15,600 | | | | 15,480 | | | | | | | | | | | | | | | | | |
Intangible | | | 21,009 | | | | 20,994 | | | | | | | | | | | | | | | | | |
Other Non-Current Assets | | | 6,095 | | | | 6,118 | | | | | | | | | | | | | | | | | |
Total Assets | | | 61,288 | | | | 58,937 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Financing | | | (24,680 | ) | | | (22,669 | ) | | | | | | | | | | | | | | | | |
Suppliers | | | (3,137 | ) | | | (2,738 | ) | | | | | | | | | | | | | | | | |
Salaries Payable | | | (452 | ) | | | (468 | ) | | | | | | | | | | | | | | | | |
Other current liabilities | | | (2,024 | ) | | | (2,008 | ) | | | | | | | | | | | | | | | | |
Other non-current liabilities | | | (13,822 | ) | | | (13,996 | ) | | | | | | | | | | | | | | | | |
Net Equity | | | (16,134 | ) | | | (16,327 | ) | | | | | | | | | | | | | | | | |
Total Liabilities | | | (61,288 | ) | | | (58,937 | ) | | | | | | | | | | | | | | | | |
 | Cosan Limited - Press Release 3rd quarter of the Fiscal Year 2015 |
Cosan Industria e Comércio S/A (CSAN3)
Indicators | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 9M 15 | | | 9M 14 | | | Chg.% |
BRL mln | | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q15 / 3Q14 | | | (Jan-Sep) | | | (Jan-Sep) | | | 9M 15 / 9M 14 |
EBITDA | | | 424.1 | | | | 466.2 | | | | -9.0 | % | | | 1,324.7 | | | | 1,543.0 | | | | -14.1 | % |
Income Statement for the Period | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 9M 15 | | | 9M 14 | | | Chg.% |
BRL mln | | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q15 / 3Q14 | | | (Jan-Sep) | | | (Jan-Sep) | | | 9M 15 / 9M 14 |
Net Operating Revenue | | | 2,259.2 | | | | 2,101.0 | | | | 7.5 | % | | | 6,316.8 | | | | 6,105.7 | | | | 3.5 | % |
Cost of goods sold | | | (1,619.3 | ) | | | (1,488.8 | ) | | | 8.8 | % | | | (4,475.0 | ) | | | (4,302.6 | ) | | | 4.0 | % |
Gross profit | | | 639.9 | | | | 612.2 | | | | 4.5 | % | | | 1,841.7 | | | | 1,803.2 | | | | 2.1 | % |
Selling, general and administrative expenses | | | (374.9 | ) | | | (363.6 | ) | | | 3 | % | | | (1,098.7 | ) | | | (1,052.7 | ) | | | 4 | % |
Other net operating income (expenses) | | | (12.4 | ) | | | (5.5 | ) | | | n/a | | | | (113.2 | ) | | | (103.0 | ) | | | 10 | % |
Financial income | | | 140.8 | | | | 44.9 | | | | n/a | | | | 279.0 | | | | 143.8 | | | | 94 | % |
Financial expenses | | | (270.2 | ) | | | (248.5 | ) | | | 9 | % | | | (829.7 | ) | | | (704.3 | ) | | | 18 | % |
Exchange variation | | | (180.8 | ) | | | (209.6 | ) | | | -14 | % | | | (641.8 | ) | | | (108.1 | ) | | | n/a | |
Derivatives | | | 106.0 | | | | 116.5 | | | | -9 | % | | | 442.8 | | | | 58.4 | | | | n/a | |
Equity income (loss) | | | 29.2 | | | | 75.8 | | | | -61 | % | | | 274.1 | | | | 461.9 | | | | -41 | % |
Income and social contribution taxes | | | (18.1 | ) | | | 35.2 | | | | n/a | | | | 30.0 | | | | 21.2 | | | | 42 | % |
Non-controlling interest | | | (73.0 | ) | | | (80.0 | ) | | | -9 | % | | | (192.0 | ) | | | (237.5 | ) | | | -19 | % |
Discontinued operations | | | 0.0 | | | | 37.8 | | | | -100 | % | | | 0.0 | | | | 92.6 | | | | -100 | % |
Net Income | | | (13.3 | ) | | | 15.2 | | | | n/a | | | | (7.6 | ) | | | 375.5 | | | | n/a | |
Balance Sheet | | | 3Q15 | | | 2Q15 | | | | | | | | | | | | | | | | |
BRL mln | | | 9/30/2015 | | | 6/30/2015 | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 1,865 | | | | 2,021 | | | | | | | | | | | | | | | | | |
Títulos e valores mobiliários | | | 215 | | | | 191 | | | | | | | | | | | | | | | | | |
Trade accounts receivable | | | 872 | | | | 829 | | | | | | | | | | | | | | | | | |
Inventories | | | 392 | | | | 332 | | | | | | | | | | | | | | | | | |
Financial instruments and derivatives | | | 2,547 | | | | 1,527 | | | | | | | | | | | | | | | | | |
Other current assets | | | 903 | | | | 401 | | | | | | | | | | | | | | | | | |
Other noncurrent assets | | | 1,775 | | | | 2,019 | | | | | | | | | | | | | | | | | |
Investments | | | 8,426 | | | | 8,654 | | | | | | | | | | | | | | | | | |
Investment properties | | | 2,386 | | | | 2,643 | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 384 | | | | 373 | | | | | | | | | | | | | | | | | |
Intangible assets | | | 9,414 | | | | 9,410 | | | | | | | | | | | | | | | | | |
Total Assets | | | 29,179 | | | | 28,400 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Financing | | | (9,000 | ) | | | (8,222 | ) | | | | | | | | | | | | | | | | |
Financial instruments and derivatives | | | (757 | ) | | | (622 | ) | | | | | | | | | | | | | | | | |
Trade accounts payable | | | (1,545 | ) | | | (1,314 | ) | | | | | | | | | | | | | | | | |
Payroll | | | (95 | ) | | | (78 | ) | | | | | | | | | | | | | | | | |
Other current liabilities | | | (431 | ) | | | (355 | ) | | | | | | | | | | | | | | | | |
Other noncurrent liabilities | | | (5,208 | ) | | | (5,446 | ) | | | | | | | | | | | | | | | | |
Shareholders' Equity | | | (12,143 | ) | | | (12,363 | ) | | | | | | | | | | | | | | | | |
Total Liabilities | | | (29,179 | ) | | | (28,400 | ) | | | | | | | | | | | | | | | | |
 | Cosan Limited - Press Release 3rd quarter of the Fiscal Year 2015 |
Cosan Logística S/A (RLOG3)
Indicators | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 3Q15 | | | 3Q14 | | | Chg.% |
BRL Million | | | 09/30/2015 | | | 09/30/2014 | | | 3Q15 x 3Q14 | | | 09/30/2015 | | | 09/30/2014 | | | 9M 15 x 9M 14 |
EBITDA | | | 548.2 | | | | 86.4 | | | | n/a | | | | 1,195.7 | | | | 251.8 | | | | n/a | |
Income Statement for the period | | | 3Q15 | | | 3Q14 | | | Chg.% | | | 3Q15 | | | 3Q14 | | | Chg.% |
BRL Million | | | 09/30/2015 | | | 09/30/2014 | | | 3Q15 x 3Q14 | | | 09/30/2015 | | | 09/30/2014 | | | | 9M 15 x 9M 14 |
Net Operating Revenue | | | 1,357.7 | | | | 261.3 | | | | n/a | | | | 2,783.6 | | | | 659.7 | | | | n/a | |
Cost of goods sold | | | (921.4 | ) | | | (180.7 | ) | | | n/a | | | | (1,833.8 | ) | | | (432.8 | ) | | | n/a | |
Gross Profit | | | 436.3 | | | | 80.6 | | | | n/a | | | | 949.9 | | | | 226.9 | | | | n/a | |
Sales, general and administrative expenses | | | (98.7 | ) | | | (20.9 | ) | | | n/a | | | | (207.9 | ) | | | (63.6 | ) | | | n/a | |
Other operating income (expenses), net | | | 11.2 | | | | 19.6 | | | | -42.9 | % | | | 50.6 | | | | 18.1 | | | | n/a | |
Financial revenue | | | 57.5 | | | | 6.5 | | | | n/a | | | | 111.0 | | | | 28.6 | | | | n/a | |
Financial expenses | | | (384.3 | ) | | | (9.8 | ) | | | n/a | | | | (749.6 | ) | | | (52.3 | ) | | | n/a | |
Foreign exchange variation | | | (139.0 | ) | | | 0.3 | | | | n/a | | | | (195.3 | ) | | | 0.6 | | | | n/a | |
Derivative | | | 71.7 | | | | - | | | | n/a | | | | 96.3 | | | | - | | | | n/a | |
Equity pick up | | | 4.1 | | | | (18.6 | ) | | | n/a | | | | 4.3 | | | | 0.0 | | | | n/a | |
Income and Social Contribution Taxes | | | 1.3 | | | | (19.4 | ) | | | n/a | | | | (50.1 | ) | | | (47.0 | ) | | | 6.6 | % |
Equity attributable to non-controlling interests | | | 32.0 | | | | (9.9 | ) | | | n/a | | | | 5.0 | | | | (23.3 | ) | | | n/a | |
Net Income from discontinued operations | | | 2.6 | | | | (0.0 | ) | | | n/a | | | | 6.2 | | | | 88.0 | | | | -92.9 | % |
Net Income (loss) | | | (10.6 | ) | | | 28.4 | | | | n/a | | | | 7.9 | | | | 88.0 | | | | -91.1 | % |
Balance Sheet | | | 3Q15 | | | 2Q15 | | | | | | | | | | | | | | | | |
BRL Million | | | 09/30/2015 | | | 06/30/2015 | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents | | | 241 | | | | 508 | | | | | | | | | | | | | | | | | |
Securities | | | 879 | | | | 534 | | | | | | | | | | | | | | | | | |
Accounts Rreceivable | | | 186 | | | | 157 | | | | | | | | | | | | | | | | | |
Inventories | | | 191 | | | | 107 | | | | | | | | | | | | | | | | | |
Other Current Assets | | | 369 | | | | 462 | | | | | | | | | | | | | | | | | |
Investments | | | 45 | | | | 41 | | | | | | | | | | | | | | | | | |
Property, Plant and Equipment | | | 9,122 | | | | 8,814 | | | | | | | | | | | | | | | | | |
Intangible | | | 7,785 | | | | 7,801 | | | | | | | | | | | | | | | | | |
Other Non-Current Assets | | | 2,782 | | | | 2,715 | | | | | | | | | | | | | | | | | |
Total Assets | | | 21,680 | | | | 21,154 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Financing | | | (8,312 | ) | | | (7,966 | ) | | | | | | | | | | | | | | | | |
Suppliers | | | (746 | ) | | | (702 | ) | | | | | | | | | | | | | | | | |
Salaries Payable | | | (171 | ) | | | (134 | ) | | | | | | | | | | | | | | | | |
Other current liabilities | | | (1,103 | ) | | | (972 | ) | | | | | | | | | | | | | | | | |
Other non-current liabilities | | | (7,162 | ) | | | (7,132 | ) | | | | | | | | | | | | | | | | |
Net Equity | | | (4,175 | ) | | | (4,223 | ) | | | | | | | | | | | | | | | | |
Total Liabilities | | | (21,680 | ) | | | (21,154 | ) | | | | | | | | | | | | | | | | |
Item 2
Cosan Limited
Consolidated interim financial statements at
September 30, 2015 and independent
auditors’ review report
Cosan Limited
Consolidated interim financial statements
For the three and nine month periods ended September 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 September 30, 2015, which comprises the statement of financial position as of September 30, 2015 and the respective statements of profit or loss and comprehensive income (loss) for the three and nine month periods then ended, and changes in shareholders’ equity and cash flows for the nine 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 nine month periods ended September 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 November 5, 2014, respectively.
São Paulo, November 10, 2015
KPMG Auditores Independentes
CRC 2SP014428/O-6
Carlos Augusto Pires
Contador CRC 1SP184830/O-7
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais - R$)
| | Note | | September 30, 2015 | | December 31, 2014 |
Assets | | | | | | | | | | |
Cash and cash equivalents | | 5 | | | 2,126,808 | | | | 1,649,340 | |
Restricted cash | | | | | 83,136 | | | | - | |
Investment securities | | | | | 1,093,917 | | | | 149,735 | |
Trade receivables | | 6 | | | 1,047,741 | | | | 865,109 | |
Derivative financial instruments | | 26 | | | 502,002 | | | | 30,069 | |
Inventories | | | | | 583,022 | | | | 353,720 | |
Receivables from related parties | | 8 | | | 68,158 | | | | 38,357 | |
Income tax receivable | | | | | 114,009 | | | | 94,100 | |
Other current tax receivable | | | | | 331,368 | | | | 78,818 | |
Other trade receivables | | 7 | | | 76,445 | | | | 69,683 | |
Dividends receivable | | | | | 212,938 | | | | 36,130 | |
Assets held for sale | | 11 | | | 289,295 | | | | 25,089 | |
Other current assets | | | | | 146,701 | | | | 174,957 | |
| | | | | | | | | | |
Total current assets | | | | | 6,675,540 | | | | 3,565,107 | |
| | | | | | | | | | |
Trade receivables | | 6 | | | 59,581 | | | | 480,992 | |
Restricted cash | | | | | 92,628 | | | | - | |
Deferred tax assets | | 19 | | | 1,677,495 | | | | 214,164 | |
Receivables from related parties | | 8 | | | 201,543 | | | | 212,527 | |
Income tax receivable | | | | | 232,484 | | | | 8,778 | |
Other non-current tax receivable | | | | | 543,709 | | | | 17,299 | |
Judicial deposits | | 20 | | | 751,222 | | | | 418,385 | |
Other trade receivables | | 7 | | | - | | | | 370,497 | |
Derivative financial instruments | | 26 | | | 2,165,351 | | | | 860,509 | |
Other non-current assets | | | | | 998,253 | | | | 648,669 | |
Investment in associates | | 9 | | | 191,797 | | | | 130,677 | |
Investment in joint ventures | | 10 | | | 8,279,197 | | | | 8,404,503 | |
Investment property | | 11 | | | 2,385,932 | | | | 2,641,978 | |
Property, plant and equipment | | 12 | | | 9,506,087 | | | | 1,435,890 | |
Intangible assets and goodwill | | 13 | | | 17,199,097 | | | | 10,286,373 | |
| | | | | | | | | | |
Total non-current assets | | | | | 44,284,376 | | | | 26,131,241 | |
| | | | | | | | | | |
Total assets | | | | | 50,959,916 | | | | 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 | | September 30, 2015 | | December 31, 2014 |
| | | | | | |
Liabilities | | | | | | | | | | |
Loans, borrowings and debentures | | 14 | | | 2,840,406 | | | | 1,056,353 | |
Leases | | 15 | | | 537,048 | | | | - | |
Advances on real estate credits | | | | | 108,688 | | | | - | |
Derivative financial instruments | | 26 | | | 13,209 | | | | 13,803 | |
Trade payables | | 17 | | | 2,291,288 | | | | 1,112,459 | |
Employee benefits payable | | | | | 265,596 | | | | 120,416 | |
Income tax payable | | | | | 56,400 | | | | 30,905 | |
Other taxes payable | | 18 | | | 163,984 | | | | 307,741 | |
Leases and concessions | | 16 | | | 19,545 | | | | - | |
Dividends payable | | | | | 19,232 | | | | 33,354 | |
Payables to related parties | | 8 | | | 202,556 | | | | 137,441 | |
Other current liabilities | | | | | 412,641 | | | | 158,471 | |
| | | | | | | | | | |
Total current liabilities | | | | | 6,930,593 | | | | 2,970,943 | |
| | | | | | | | | | |
Loans, borrowings and debentures | | 14 | | | 14,864,182 | | | | 7,446,287 | |
Leases | | 15 | | | 1,286,597 | | | | - | |
Advances on real estate credits | | | | | 197,409 | | | | - | |
Derivative financial instruments | | 26 | | | 756,008 | | | | 319,632 | |
Trade payables | | 17 | | | 1,391 | | | | - | |
Other taxes payable | | 18 | | | 190,911 | | | | 334,565 | |
Provision for legal proceedings | | 20 | | | 1,253,555 | | | | 657,779 | |
Leases and concessions | | 16 | | | 2,114,396 | | | | - | |
Pension and post-employment benefits | | 28 | | | 317,864 | | | | 301,850 | |
Deferred tax liabilities | | 19 | | | 4,203,271 | | | | 1,739,274 | |
Preferred shareholders payable in subsidiaries | | 21 | | | 2,106,730 | | | | 1,926,888 | |
Deferred revenue | | | | | 104,526 | | | | - | |
Other non-current liabilities | | | | | 592,903 | | | | 509,823 | |
| | | | | | | | | | |
Total non-current liabilities | | | | | 27,989,743 | | | | 13,236,098 | |
| | | | | | | | | | |
Total liabilities | | | | | 34,920,336 | | | | 16,207,041 | |
| | | | | | | | | | |
Shareholders' equity | | 22 | | | | | | | | |
Share capital | | | | | 5,328 | | | | 5,328 | |
Additional paid in capital | | | | | 4,006,312 | | | | 3,887,109 | |
Other comprehensive loss | | | | | (362,653 | ) | | | (165,618 | ) |
Retained earnings | | | | | 2,087,967 | | | | 2,117,739 | |
| | | | | | | | | | |
Equity attributable to owners of the parent | | | | | 5,736,954 | | | | 5,844,558 | |
Non-controlling interests | | 9 | | | 10,302,626 | | | | 7,644,749 | |
| | | | | | | | | | |
Total shareholders' equity | | | | | 16,039,580 | | | | 13,489,307 | |
| | | | | | | | | | |
Total shareholders' equity and liabilities | | | | | 50,959,916 | | | | 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 nine month periods ended September 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
| | Note | | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
| | | | | | | | |
| | | | | | | | |
Net sales | | | | | 3,605,328 | | | | 9,079,694 | | | | 2,362,250 | | | | 6,765,425 | |
Cost of sales | | | | | (2,529,121 | ) | | | (6,288,099 | ) | | | (1,669,466 | ) | | | (4,735,344 | ) |
| | | | | | | | | | | | | | | | | | |
Gross profit | | | | | 1,076,207 | | | | 2,791,595 | | | | 692,784 | | | | 2,030,081 | |
| | | | | | | | | | | | | | | | | | |
Selling expenses | | | | | (233,615 | ) | | | (673,976 | ) | | | (229,667 | ) | | | (660,572 | ) |
General and administrative expenses | | | | | (245,048 | ) | | | (658,366 | ) | | | (155,852 | ) | | | (473,837 | ) |
Other expense, net | | 25 | | | (1,211 | ) | | | (62,615 | ) | | | (4,492 | ) | | | (103,452 | ) |
| | | | | | | | | | | | | | | | | | |
Operating expense | | | | | (479,874 | ) | | | (1,394,957 | ) | | | (390,011 | ) | | | (1,237,861 | ) |
| | | | | | | | | | | | | | | | | | |
Income before financial results, equity in earnings of investees and income taxes | | | | | 596,333 | | | | 1,396,638 | | | | 302,773 | | | | 792,220 | |
| | | | | | | | | | | | | | | | | | |
Equity in earnings of investees | | | | | | | | | | | | | | | | | | |
Equity in earnings of associates | | 9 | | | 4,493 | | | | 1,515 | | | | (3,369 | ) | | | (2,702 | ) |
Equity in earnings of joint ventures | | 10 | | | 28,767 | | | | 276,812 | | | | 79,168 | | | | 464,633 | |
| | | | | 33,260 | | | | 278,327 | | | | 75,799 | | | | 461,931 | |
Financial results | | 24 | | | | | | | | | | | | | | | | |
Finance expense | | | | | (663,865 | ) | | | (1,604,757 | ) | | | (263,336 | ) | | | (770,794 | ) |
Finance income | | | | | 198,339 | | | | 390,106 | | | | 51,404 | | | | 174,176 | |
Foreign exchange losses, net | | | | | (271,185 | ) | | | (764,917 | ) | | | (200,171 | ) | | | (103,612 | ) |
Derivatives | | | | | 206,988 | | | | 582,516 | | | | 124,412 | | | | 51,225 | |
| | | | | (529,723 | ) | | | (1,397,052 | ) | | | (287,691 | ) | | | (649,005 | ) |
| | | | | | | | | | | | | | | | | | |
Profit before taxes | | | | | 99,870 | | | | 277,913 | | | | 90,881 | | | | 605,146 | |
| | | | | | | | | | | | | | | | | | |
Income tax (expense) benefit | | 19 | | | | | | | | | | | | | | | | |
Current | | | | | (29,181 | ) | | | (149,872 | ) | | | (55,045 | ) | | | (121,271 | ) |
Deferred | | | | | 12,385 | | | | 129,767 | | | | 70,905 | | | | 95,387 | |
| | | | | (16,796 | ) | | | (20,105 | ) | | | 15,860 | | | | (25,884 | ) |
| | | | | | | | | | | | | | | | | | |
Profit from continuing operations | | | | | 83,074 | | | | 257,808 | | | | 106,741 | | | | 579,262 | |
Loss from discontinued operations, net of tax | | 30 | | | (2,624 | ) | | | (6,206 | ) | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | |
Profit for the period | | | | | 80,450 | | | | 251,602 | | | | 106,741 | | | | 579,262 | |
| | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | 22 | | | | | | | | | | | | | | | | |
Items that will not be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | |
Actuarial loss on defined benefit plan | | | | | - | | | | - | | | | 3,028 | | | | 1,612 | |
Taxes on items that will not be reclassified to profit or loss | | | | | - | | | | - | | | | (1,030 | ) | | | (548 | ) |
| | | | | - | | | | - | | | | 1,998 | | | | 1,064 | |
Items that may be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | |
Foreign currency translation effect | | | | | (126,652 | ) | | | (193,689 | ) | | | (33,397 | ) | | | (30,233 | ) |
Loss on cash flow hedge in joint ventures and subsidiary | | | | | (96,987 | ) | | | (40,459 | ) | | | (41,834 | ) | | | (83,214 | ) |
Changes in fair value of available for sale securities | | | | | 2,485 | | | | 7,483 | | | | 63 | | | | 2,610 | |
Taxes on items that may be reclassified to profit or loss | | | | | (802 | ) | | | (2,875 | ) | | | 14,202 | | | | 27,405 | |
| | | | | (221,956 | ) | | | (229,540 | ) | | | (60,966 | ) | | | (83,432 | ) |
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income (loss)
For the three and nine month periods ended September 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
Total other comprehensive loss, net of tax | | | | | (221,956 | ) | | | (229,540 | ) | | | (58,968 | ) | | | (82,368 | ) |
| | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | | | | (141,506 | ) | | | 22,062 | | | | 47,773 | | | | 496,894 | |
| | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | |
Owners of the Parent (including discontinued operations) | | | | | 48,407 | | | | 64,474 | | | | 20,542 | | | | 200,098 | |
Non-controlling interests | | | | | 32,043 | | | | 187,128 | | | | 86,199 | | | | 379,164 | |
| | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) attributable to: | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | | | (123,387 | ) | | | (132,561 | ) | | | (27,531 | ) | | | 142,689 | |
Non-controlling interests | | | | | (18,119 | ) | | | 154,623 | | | | 75,304 | | | | 354,205 | |
| | | | | | | | | | | | | | | | | | |
Basic earnings per share | | 23 | | | | | | | | | | | | | | | | |
Continuing operations | | | | | R$ 0.18 | | | | R$ 0.25 | | | | R$ 0.08 | | | | R$ 0.76 | |
Discontinued operations | | | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | |
| | | | | R$ 0.18 | | | | R$ 0.25 | | | | R$ 0.08 | | | | R$ 0.76 | |
Diluted earnings per share | | 23 | | | | | | | | | | | | | | | | |
Continuing operations | | | | | R$ 0.12 | | | | R$ 0.19 | | | | (R$ 0.02) | | | | R$ 0.47 | |
Discontinued operations | | | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | |
| | | | | R$ 0.12 | | | | R$ 0.19 | | | | (R$ 0.02) | | | | R$ 0.47 | |
The accompanying notes are an integral part of these consolidated interim financial statements.
Cosan Limited
Statements of changes in shareholders’ equity
For the nine month periods ended September 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | Capital reserve | | | | | | | | | | |
| | | | Additional | | Other | | | | Equity attributable | | Non- | | |
| | Share | | paid in | | comprehensive | | Retained | | to owners | | controlling | | Total |
| | capital | | capital | | (loss) income | | earnings | | of the parent | | interests | | equity |
At January 1, 2015 | | | 5,328 | | | | 3,887,109 | | | | (165,618 | ) | | | 2,117,739 | | | | 5,844,558 | | | | 7,644,749 | | | | 13,489,307 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | - | | | | - | | | | - | | | | 64,474 | | | | 64,474 | | | | 187,128 | | | | 251,602 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | - | | | | - | | | | (172,287 | ) | | | - | | | | (172,287 | ) | | | (21,402 | ) | | | (193,689 | ) |
Loss on cash flow hedge in joint ventures and subsidiary | | | - | | | | - | | | | (25,498 | ) | | | - | | | | (25,498 | ) | | | (15,292 | ) | | | (40,790 | ) |
Changes in fair value of available for sale securities | | | - | | | | - | | | | 750 | | | | - | | | | 750 | | | | 4,189 | | | | 4,939 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | - | | | | - | | | | (197,035 | ) | | | 64,474 | | | | (132,561 | ) | | | 154,623 | | | | 22,062 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends - non-controlling interests | | | - | | | | (1,965 | ) | | | - | | | | - | | | | (1,965 | ) | | | 1,965 | | | | - | |
Share based compensation - Subsidiaries | | | - | | | | 5,496 | | | | - | | | | - | | | | 5,496 | | | | 3,293 | | | | 8,789 | |
Dividends | | | - | | | | - | | | | - | | | | (94,246 | ) | | | (94,246 | ) | | | (299,462 | ) | | | (393,708 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Parent | | | - | | | | 3,531 | | | | - | | | | (94,246 | ) | | | (90,715 | ) | | | (294,204 | ) | | | (384,919 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of non-controlling interest | | | - | | | | 636 | | | | - | | | | - | | | | 636 | | | | (10,838 | ) | | | (10,202 | ) |
Business combination ALL | | | - | | | | 118,937 | | | | - | | | | - | | | | 118,937 | | | | 2,829,498 | | | | 2,948,435 | |
Share buy-back costs - Rumo | | | - | | | | (3,901 | ) | | | - | | | | - | | | | (3,901 | ) | | | (21,202 | ) | | | (25,103 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total transactions with owners of the Parent | | | - | | | | 115,672 | | | | - | | | | - | | | | 115,672 | | | | 2,797,458 | | | | 2,913,130 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2015 | | | 5,328 | | | | 4,006,312 | | | | (362,653 | ) | | | 2,087,967 | | | | 5,736,954 | | | | 10,302,626 | | | | 16,039,580 | |
The accompanying notes are an integral part of these consolidated interim financial statements.
Cosan Limited
Statements of changes in shareholders’ equity
For the nine month periods ended September 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | | | Capital reserve | | | | | | | | | | |
| | | | Additional | | Other | | | | Equity attributable | | Non- | | |
| | Share | | paid in | | comprehensive | | Retained | | to owners | | controlling | | Total |
| | capital | | capital | | (loss) income | | earnings | | of the parent | | interests | | equity |
At January 1, 2014 | | | 5,328 | | | | 3,828,858 | | | | (84,887 | ) | | | 2,136,975 | | | | 5,886,274 | | | | 7,433,490 | | | | 13,319,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | - | | | | - | | | | - | | | | 200,098 | | | | 200,098 | | | | 379,164 | | | | 579,262 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | - | | | | - | | | | (23,953 | ) | | | - | | | | (23,953 | ) | | | (6,280 | ) | | | (30,233 | ) |
Loss on cash flow hedge in joint ventures and subsidiary | | | - | | | | - | | | | (34,217 | ) | | | - | | | | (34,217 | ) | | | (20,704 | ) | | | (54,921 | ) |
Actuarial gain on defined benefit plan | | | - | | | | - | | | | 380 | | | | - | | | | 380 | | | | 684 | | | | 1,064 | |
Changes in fair value of available for sale securities | | | - | | | | - | | | | 381 | | | | - | | | | 381 | | | | 1,341 | | | | 1,722 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | - | | | | - | | | | (57,409 | ) | | | 200,098 | | | | 142,689 | | | | 354,205 | | | | 496,894 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share options exercised - Subsidiaries | | | - | | | | 28,436 | | | | - | | | | - | | | | 28,436 | | | | 17,206 | | | | 45,642 | |
Dividends - non-controlling interests | | | - | | | | 458 | | | | - | | | | - | | | | 458 | | | | - | | | | 458 | |
Share based compensation - Subsidiaries | | | - | | | | 4,791 | | | | - | | | | - | | | | 4,791 | | | | 2,899 | | | | 7,690 | |
Dividends | | | - | | | | - | | | | - | | | | (92,071 | ) | | | (92,071 | ) | | | (115,433 | ) | | | (207,504 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Parent | | | - | | | | 33,685 | | | | - | | | | (92,071 | ) | | | (58,386 | ) | | | (95,328 | ) | | | (153,714 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | | | - | | | | (22,313 | ) | | | - | | | | - | | | | (22,313 | ) | | | (13,501 | ) | | | (35,814 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total transactions with owners of the Parent | | | - | | | | (23,133 | ) | | | - | | | | - | | | | (23,133 | ) | | | (10,483 | ) | | | (33,616 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2014 | | | 5,328 | | | | 3,839,410 | | | | (142,296 | ) | | | 2,245,002 | | | | 5,947,444 | | | | 7,681,884 | | | | 13,629,328 | |
The accompanying notes are an integral part of these consolidated interim financial statements.
Cosan Limited
Consolidated statements of cash flows
For the nine month periods ended September 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
| | Note | | January 1, 2015 to September 30, 2015 | | January 1, 2014 to September 30, 2014 |
| | | | | | |
| | | | | | |
Cash flows from operating activities | | | | | | |
Profit before taxes | | | | | 277,913 | | | | 605,146 | |
Adjustments for: | | | | | | | | | | |
Depreciation and amortization | | 12 / 13 | | | 820,066 | | | | 503,921 | |
Equity in earnings of associates | | 9 | | | (1,515 | ) | | | 2,702 | |
Equity in earnings of joint ventures | | 10 | | | (276,812 | ) | | | (464,633 | ) |
Loss on disposal of assets | | | | | 5,884 | | | | 7,387 | |
Share-based compensation expense | | 8 | | | 8,789 | | | | 7,690 | |
Change in fair value of investment property | | 11 / 25 | | | (23,162 | ) | | | (63,728 | ) |
Provisions for legal proceedings | | 25 | | | 37,092 | | | | 40,706 | |
Indexation charges, interest and exchange gains/losses, net | | | | | 1,574,174 | | | | 678,042 | |
Other | | | | | 163,219 | | | | 72,492 | |
| | | | | 2,585,648 | | | | 1,389,725 | |
Changes in: | | | | | | | | | | |
Trade receivables | | | | | (72,945 | ) | | | (212,801 | ) |
Inventories | | | | | (113,639 | ) | | | (14,801 | ) |
Recoverable taxes | | | | | (35,375 | ) | | | 54,515 | |
Related parties | | | | | (22,539 | ) | | | (49,958 | ) |
Advances to suppliers | | | | | (32,917 | ) | | | - | |
Trade payables | | | | | 560,103 | | | | 128,714 | |
Employee benefits | | | | | (35,824 | ) | | | (31,090 | ) |
Provisions for legal proceedings | | | | | (21,158 | ) | | | (11,569 | ) |
Judicial deposits | | | | | (2,825 | ) | | | (2,150 | ) |
Actuarial on defined benefit plan | | | | | (17,711 | ) | | | (5,806 | ) |
Income and other taxes | | | | | (76,051 | ) | | | (193,628 | ) |
Other assets and liabilities, net | | | | | (180,579 | ) | | | (121,317 | ) |
| | | | | (51,460 | ) | | | (459,891 | ) |
| | | | | | | | | | |
Net cash generated by operating activities | | | | | 2,534,188 | | | | 929,834 | |
| | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | |
Capital contribution in associates | | | | | (59,747 | ) | | | (18,883 | ) |
Investment securities | | | | | (161,405 | ) | | | - | |
Restricted cash | | | | | 57,490 | | | | - | |
Net cash acquired in business combination | | 3 | | | 169,703 | | | | - | |
Dividends received from associates | | | | | 1,150 | | | | 1,938 | |
Dividends received from joint ventures | | | | | 206,425 | | | | 315,010 | |
Acquisition of property, plant and equipment and intangible assets, net | | | | | (1,337,715 | ) | | | (754,944 | ) |
| | | | | | | | | | |
Net cash used in investing activities | | | | | (1,124,099 | ) | | | (456,879 | ) |
Cosan Limited
Consolidated statements of cash flows
For the nine month periods ended September 30, 2015 and 2014
(In thousands of Brazilian Reais - R$)
Cash flows from financing activities | | | | | | | | | | |
Loans, borrowings and debentures raised | | | | | 3,052,947 | | | | 1,045,486 | |
Payment of loans, borrowings and debentures | | | | | | | | | | |
Principal | | | | | (2,556,574 | ) | | | (2,689,939 | ) |
Interest | | | | | (915,993 | ) | | | (623,726 | ) |
Payment of leases | | | | | | | | | | |
Principal | | | | | (194,088 | ) | | | - | |
Interest | | | | | (108,685 | ) | | | - | |
Advances on real estate credits | | | | | (66,482 | ) | | | - | |
Derivative financial instruments | | | | | 225,973 | | | | (73,396 | ) |
Share capital paid in preferred shares | | | | | - | | | | 1,946,736 | |
Dividends paid | | | | | (410,533 | ) | | | (303,085 | ) |
Treasury shares | | | | | (12,186 | ) | | | - | |
Related parties | | | | | (3,803 | ) | | | - | |
Proceeds from exercise of share options | | | | | - | | | | 45,642 | |
| | | | | | | | | | |
Net cash used in financing activities | | | | | (989,424 | ) | | | (652,282 | ) |
| | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | | | 420,665 | | | | (179,327 | ) |
| | | | | | | | | | |
Cash and cash equivalents at beginning of period | | | | | 1,649,340 | | | | 1,509,565 | |
Effects of exchange rate changes on cash held | | | | | 56,803 | | | | 381 | |
| | | | | | | | | | |
Cash and cash equivalents at ended of period | | | | | 2,126,808 | | | | 1,330,619 | |
| | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | |
Income taxes paid | | | | | 81,067 | | | | 111,325 | |
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 nine month periods ended September 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.
On September 30, 2015, the Company had a negative consolidated working capital of R$ 255,053. Management has been working on actions which will enable the Company to present a balanced structure of debt in order to fully meet its business plan in our logistic business.
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.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
These consolidated interim financial statements were authorized for issue by the Board of Directors on November 10, 2015.
2.2 | Basis of consolidation |
The consolidated interim financial statements include the accounts of Cosan and its subsidiaries as listed below:
| | Ownership percentage |
| | September 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. |
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 nine month periods ended September 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
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
investments, the agreement stipulated that ALL should provide a certain capacity of rail transport services, as well as compensate Rumo through the payment of a fee, fixed contractually, per ton of product transported by ALL on the rail network and / or by the use of undercarriage given by Rumo to ALL.
This pre-existing relationship was settled when Rumo acquired ALL. As a result of this settlement, Rumo recorded a gain of R$ 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.
| (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 | | | 385,367 | |
Inventories | | | 84,326 | |
Other credits | | | 1,617,232 | |
Property, plant and equipment | | | 7,225,047 | |
Intangible assets | | | 7,500,080 | |
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 | | | (553,094 | ) |
Deferred tax liabilities | | | (1,125,795 | ) |
Other liabilities | | | (1,563,425 | ) |
| | | | |
Consolidated net assets | | | 2,978,272 | |
| | | | |
Non-controlling interests | | | (240,900 | ) |
| | | | |
Total identifiable net assets acquired | | | 2,737,372 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (a) | Measurement of fair value |
The valuation techniques used for measuring the fair value were market prices for similar items when they are available, depreciated replacement cost when appropriate, discounted cash flow, and other.
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.
Rumo has elected to measure the participation of Brado Holding S.A. (“Brado”) minority shareholders according to the proportion of the non-controlling shareholders’ in the fair value of identifiable net assets of Brado.
Accounts receivable fair value of R$ 385,367 is net of an allowance of R$ 51,495.
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$ 2,277,133 and R$ 21,021, 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$ 9,922,401 and a net profit of R$ 22,629.
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; |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| II. | Raízen Combustíveis: distribution and marketing of fuels, mainly through a franchised network of service stations under the brandShell throughout Brazil; |
| III. | COMGÁS: distribution of piped natural gas to part of the State of São Paulo (approximately 180 municipalities, including the region called Greater São Paulo) to customers in the industrial, residential, commercial, automotive, thermo generation and cogeneration sectors; |
| IV. | Cosan Log: logistics services for transport, storage and port loading of commodities, mainly for sugar products, leasing or lending of locomotives, wagons and other railway equipment; |
| V. | Radar: management, buying, selling and leasing of agricultural; |
| VI. | Lubricants: production and distribution of lubricants under the Mobil brand in Brazil, Bolivia, Uruguay and Paraguay, as well as European and Asian market with a Comma trademark; and |
| VII. | Other business: other investments, in addition to the corporate activities of the Company. The other business segment's includes the subsidiaries responsible for raising funds for the group. |
Although Raízen Energia and Raízen Combustíveis are equity accounted joint-ventures and are no longer proportionally consolidated since adoption of IFRS 11, senior management continues to review segment information. A reconciliation of these segments is presented in the column “Deconsolidation IFRS 11”.
The following statement of financial position and profit or loss selected information by segment was prepared on the same basis as the accounting practices used in the preparation of consolidated information:
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | July 1, 2015 to September 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 | | | 2,637,476 | | | | 15,638,868 | | | | 1,743,099 | | | | 31,886 | | | | 484,226 | | | | 1,357,726 | | | | 26 | | | | (18,276,344 | ) | | | (11,635 | ) | | | 3,605,328 | | | | 2,259,238 | | | | 1,357,726 | |
Domestic market | | | 1,098,525 | | | | 15,638,868 | | | | 1,743,099 | | | | 31,886 | | | | 388,613 | | | | 1,300,020 | | | | 26 | | | | (16,737,393 | ) | | | (11,635 | ) | | | 3,452,009 | | | | 2,163,625 | | | | 1,300,020 | |
External market | | | 1,538,951 | | | | - | | | | - | | | | - | | | | 95,613 | | | | 57,706 | | | | - | | | | (1,538,951 | ) | | | - | | | | 153,319 | | | | 95,613 | | | | 57,706 | |
Gross profit | | | 441,839 | | | | 753,937 | | | | 501,674 | | | | 21,173 | | | | 117,115 | | | | 436,311 | | | | (66 | ) | | | (1,195,776 | ) | | | - | | | | 1,076,207 | | | | 639,897 | | | | 436,311 | |
Selling expenses | | | (188,350 | ) | | | (305,979 | ) | | | (156,465 | ) | | | - | | | | (74,595 | ) | | | (2,556 | ) | | | 1 | | | | 494,329 | | | | - | | | | (233,615 | ) | | | (231,060 | ) | | | (2,556 | ) |
General and administrative expenses | | | (137,341 | ) | | | (91,255 | ) | | | (78,338 | ) | | | (8,030 | ) | | | (18,482 | ) | | | (96,185 | ) | | | (44,013 | ) | | | 228,596 | | | | - | | | | (245,048 | ) | | | (143,793 | ) | | | (96,185 | ) |
Other income (expense), net | | | (5,433 | ) | | | 88,042 | | | | (671 | ) | | | 23 | | | | 385 | | | | 11,202 | | | | (12,150 | ) | | | (82,609 | ) | | | - | | | | (1,211 | ) | | | (12,413 | ) | | | 11,202 | |
Financial results | | | (462,881 | ) | | | (94,575 | ) | | | 889 | | | | 3,198 | | | | (13,555 | ) | | | (394,125 | ) | | | (126,130 | ) | | | 557,456 | | | | - | | | | (529,723 | ) | | | (204,126 | ) | | | (394,125 | ) |
Financial expense | | | (262,380 | ) | | | (45,428 | ) | | | (58,366 | ) | | | (266 | ) | | | (1,532 | ) | | | (384,307 | ) | | | (224,319 | ) | | | 307,808 | | | | 4,925 | | | | (663,865 | ) | | | (268,622 | ) | | | (384,307 | ) |
Financial income | | | 181,857 | | | | 39,412 | | | | 105,055 | | | | 3,464 | | | | 1,993 | | | | 57,482 | | | | 35,270 | | | | (221,269 | ) | | | (4,925 | ) | | | 198,339 | | | | 139,290 | | | | 57,482 | |
Foreign exchange losses, net | | | (622,213 | ) | | | (169,696 | ) | | | 349,574 | | | | - | | | | (17,435 | ) | | | (139,033 | ) | | | (464,291 | ) | | | 791,909 | | | | - | | | | (271,185 | ) | | | (180,793 | ) | | | (139,033 | ) |
Derivatives | | | 239,855 | | | | 81,137 | | | | (395,374 | ) | | | - | | | | 3,419 | | | | 71,733 | | | | 527,210 | | | | (320,992 | ) | | | - | | | | 206,988 | | | | 105,999 | | | | 71,733 | |
Equity in earnings of associates | | | (14,802 | ) | | | 3,505 | | | | - | | | | - | | | | (2,416 | ) | | | 4,074 | | | | 103,852 | | | | 11,297 | | | | (101,017 | ) | | | 4,493 | | | | 419 | | | | 4,074 | |
Equity in earnings of joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 28,767 | | | | - | | | | - | | | | 28,767 | | | | 28,767 | | | | - | |
Income tax expense benefit | | | 161,011 | | | | (84,041 | ) | | | (94,867 | ) | | | (3,508 | ) | | | (4,484 | ) | | | 1,260 | | | | 84,803 | | | | (76,970 | ) | | | - | | | | (16,796 | ) | | | (18,055 | ) | | | 1,260 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (205,957 | ) | | | 269,634 | | | | 172,222 | | | | 12,856 | | | | 3,968 | | | | (40,019 | ) | | | 35,064 | | | | (63,677 | ) | | | (101,017 | ) | | | 83,074 | | | | 59,636 | | | | (40,019 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 509,827 | | | | 144,802 | | | | 120,865 | | | | 102 | | | | 20,140 | | | | 195,333 | | | | 1,147 | | | | (654,629 | ) | | | - | | | | 337,587 | | | | 142,254 | | | | 195,333 | |
EBITDA | | | 605,740 | | | | 593,052 | | | | 387,065 | | | | 13,268 | | | | 42,147 | | | | 548,179 | | | | 77,538 | | | | (1,198,792 | ) | | | (101,017 | ) | | | 967,180 | | | | 424,071 | | | | 548,179 | |
Additions to PP&E, intangible and biological assets | | | 230,362 | | | | 208,571 | | | | 136,639 | | | | 663 | | | | 15,222 | | | | 479,318 | | | | 6,996 | | | | (438,933 | ) | | | - | | | | 638,838 | | | | 159,520 | | | | 479,318 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (205,957 | ) | | | 269,634 | | | | 172,222 | | | | 12,856 | | | | 3,968 | | | | (40,019 | ) | | | 35,064 | | | | (63,677 | ) | | | (101,017 | ) | | | 83,074 | | | | 59,636 | | | | (40,019 | ) |
Income tax and social contribution | | | (161,011 | ) | | | 84,041 | | | | 94,867 | | | | 3,508 | | | | 4,484 | | | | (1,260 | ) | | | (84,803 | ) | | | 76,970 | | | | - | | | | 16,796 | | | | 18,055 | | | | (1,260 | ) |
Financial result, net | | | 462,881 | | | | 94,575 | | | | (889 | ) | | | (3,198 | ) | | | 13,555 | | | | 394,125 | | | | 126,130 | | | | (557,456 | ) | | | - | | | | 529,723 | | | | 204,126 | | | | 394,125 | |
Depreciation and amortization | | | 509,827 | | | | 144,802 | | | | 120,865 | | | | 102 | | | | 20,140 | | | | 195,333 | | | | 1,147 | | | | (654,629 | ) | | | - | | | | 337,587 | | | | 142,254 | | | | 195,333 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 605,740 | | | | 593,052 | | | | 387,065 | | | | 13,268 | | | | 42,147 | | | | 548,179 | | | | 77,538 | | | | (1,198,792 | ) | | | (101,017 | ) | | | 967,180 | | | | 424,071 | | | | 548,179 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | January 1, 2015 to September 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 | | | 7,364,398 | | | | 44,494,263 | | | | 4,948,174 | | | | 80,419 | | | | 1,288,157 | | | | 2,783,622 | | | | 27 | | | | (51,858,661 | ) | | | (20,705 | ) | | | 9,079,694 | | | | 6,316,777 | | | | 2,783,622 | |
Domestic market | | | 3,054,921 | | | | 44,494,263 | | | | 4,948,174 | | | | 80,419 | | | | 1,032,784 | | | | 2,652,552 | | | | 27 | | | | (47,549,184 | ) | | | (20,705 | ) | | | 8,693,251 | | | | 6,061,404 | | | | 2,652,552 | |
External market | | | 4,309,477 | | | | - | | | | - | | | | - | | | | 255,373 | | | | 131,070 | | | | - | | | | (4,309,477 | ) | | | - | | | | 386,443 | | | | 255,373 | | | | 131,070 | |
Gross profit | | | 1,070,155 | | | | 2,214,742 | | | | 1,461,154 | | | | 62,437 | | | | 318,210 | | | | 949,860 | | | | (66 | ) | | | (3,284,897 | ) | | | - | | | | 2,791,595 | | | | 1,841,735 | | | | 949,860 | |
Selling expenses | | | (425,510 | ) | | | (903,002 | ) | | | (461,640 | ) | | | - | | | | (209,779 | ) | | | (2,556 | ) | | | (1 | ) | | | 1,328,512 | | | | - | | | | (673,976 | ) | | | (671,420 | ) | | | (2,556 | ) |
General and administrative expenses | | | (399,167 | ) | | | (288,757 | ) | | | (238,794 | ) | | | (22,225 | ) | | | (52,014 | ) | | | (205,338 | ) | | | (139,995 | ) | | | 687,924 | | | | - | | | | (658,366 | ) | | | (427,269 | ) | | | (205,338 | ) |
Other income (expense), net | | | 9,324 | | | | 231,602 | | | | (4,540 | ) | | | 20,807 | | | | 758 | | | | 50,572 | | | | (130,212 | ) | | | (240,926 | ) | | | - | | | | (62,615 | ) | | | (113,187 | ) | | | 50,572 | |
Financial results | | | (690,226 | ) | | | (115,901 | ) | | | (131,363 | ) | | | 6,870 | | | | (22,551 | ) | | | (737,524 | ) | | | (512,484 | ) | | | 806,127 | | | | - | | | | (1,397,052 | ) | | | (749,601 | ) | | | (737,524 | ) |
Financial expense | | | (662,354 | ) | | | (131,457 | ) | | | (255,045 | ) | | | (1,015 | ) | | | (23,021 | ) | | | (749,599 | ) | | | (589,003 | ) | | | 793,811 | | | | 12,925 | | | | (1,604,758 | ) | | | (828,134 | ) | | | (749,599 | ) |
Financial income | | | 482,055 | | | | 118,641 | | | | 184,279 | | | | 7,885 | | | | 3,349 | | | | 111,033 | | | | 96,486 | | | | (600,696 | ) | | | (12,925 | ) | | | 390,107 | | | | 277,454 | | | | 111,033 | |
Foreign exchange losses, net | | | (1,082,392 | ) | | | (314,386 | ) | | | 153,124 | | | | - | | | | (11,860 | ) | | | (195,308 | ) | | | (710,873 | ) | | | 1,396,778 | | | | - | | | | (764,917 | ) | | | (641,767 | ) | | | (195,308 | ) |
Derivatives | | | 572,465 | | | | 211,301 | | | | (213,721 | ) | | | - | | | | 8,981 | | | | 96,350 | | | | 690,906 | | | | (783,766 | ) | | | - | | | | 582,516 | | | | 442,846 | | | | 96,350 | |
Equity in earnings of associates | | | (32,214 | ) | | | 10,617 | | | | - | | | | - | | | | (9,507 | ) | | | 4,254 | | | | 282,124 | | | | 21,597 | | | | (275,356 | ) | | | 1,515 | | | | (2,740 | ) | | | 4,254 | |
Equity in earnings of joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 276,812 | | | | - | | | | - | | | | 276,812 | | | | 276,812 | | | | - | |
Income tax expense benefit | | | 242,477 | | | | (346,139 | ) | | | (226,842 | ) | | | (10,328 | ) | | | (13,507 | ) | | | (50,146 | ) | | | 280,718 | | | | 103,662 | | | | - | | | | (20,105 | ) | | | 30,041 | | | | (50,146 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (225,161 | ) | | | 803,162 | | | | 397,975 | | | | 57,561 | | | | 11,610 | | | | 9,122 | | | | 56,896 | | | | (578,001 | ) | | | (275,356 | ) | | | 257,808 | | | | 184,371 | | | | 9,122 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,473,871 | | | | 431,832 | | | | 360,017 | | | | 594 | | | | 56,988 | | | | 398,870 | | | | 3,180 | | | | (1,905,703 | ) | | | - | | | | 819,649 | | | | 420,779 | | | | 398,870 | |
EBITDA | | | 1,696,459 | | | | 1,697,034 | | | | 1,116,197 | | | | 61,613 | | | | 104,656 | | | | 1,195,662 | | | | 291,842 | | | | (3,393,493 | ) | | | (275,356 | ) | | | 2,494,614 | | | | 1,324,710 | | | | 1,195,662 | |
Additions to PP&E, intangible and biological assets | | | 1,459,134 | | | | 573,423 | | | | 382,659 | | | | 1,604 | | | | 31,904 | | | | 1,073,650 | | | | 40,115 | | | | (2,032,557 | ) | | | - | | | | 1,529,932 | | | | 456,282 | | | | 1,073,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (225,161 | ) | | | 803,162 | | | | 397,975 | | | | 57,561 | | | | 11,610 | | | | 9,122 | | | | 56,896 | | | | (578,001 | ) | | | (275,356 | ) | | | 257,808 | | | | 184,371 | | | | 9,122 | |
Income tax and social contribution | | | (242,477 | ) | | | 346,139 | | | | 226,842 | | | | 10,328 | | | | 13,507 | | | | 50,146 | | | | (280,718 | ) | | | (103,662 | ) | | | - | | | | 20,105 | | | | (30,041 | ) | | | 50,146 | |
Financial result, net | | | 690,226 | | | | 115,901 | | | | 131,363 | | | | (6,870 | ) | | | 22,551 | | | | 737,524 | | | | 512,484 | | | | (806,127 | ) | | | - | | | | 1,397,052 | | | | 749,601 | | | | 737,524 | |
Depreciation and amortization | | | 1,473,871 | | | | 431,832 | | | | 360,017 | | | | 594 | | | | 56,988 | | | | 398,870 | | | | 3,180 | | | | (1,905,703 | ) | | | - | | | | 819,649 | | | | 420,779 | | | | 398,870 | |
| | | | | | | | | | | | �� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,696,459 | | | | 1,697,034 | | | | 1,116,197 | | | | 61,613 | | | | 104,656 | | | | 1,195,662 | | | | 291,842 | | | | (3,393,493 | ) | | | (275,356 | ) | | | 2,494,614 | | | | 1,324,710 | | | | 1,195,662 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | July 1, 2014 to September 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 | | | 2,331,340 | | | | 14,333,868 | | | | 1,643,750 | | | | 27,350 | | | | 429,850 | | | | 261,300 | | | | - | | | | (16,665,208 | ) | | | - | | | | 2,362,250 | | | | 2,100,950 | | | | 261,300 | |
Domestic market | | | 1,087,302 | | | | 14,333,868 | | | | 1,643,750 | | | | 27,350 | | | | 354,266 | | | | 218,047 | | | | - | | | | (15,421,170 | ) | | | - | | | | 2,243,413 | | | | 2,025,366 | | | | 218,047 | |
External market | | | 1,244,038 | | | | - | | | | - | | | | - | | | | 75,584 | | | | 43,253 | | | | - | | | | (1,244,038 | ) | | | - | | | | 118,837 | | | | 75,584 | | | | 43,253 | |
Gross profit | | | 373,908 | | | | 711,930 | | | | 494,834 | | | | 20,420 | | | | 96,896 | | | | 80,635 | | | | (1 | ) | | | (1,085,838 | ) | | | - | | | | 692,784 | | | | 612,150 | | | | 80,635 | |
Selling expenses | | | (146,015 | ) | | | (299,871 | ) | | | (165,140 | ) | | | - | | | | (64,527 | ) | | | - | | | | - | | | | 445,886 | | | | - | | | | (229,667 | ) | | | (229,667 | ) | | | - | |
General and administrative expenses | | | (137,330 | ) | | | (95,504 | ) | | | (75,174 | ) | | | (8,880 | ) | | | (17,687 | ) | | | (20,894 | ) | | | (33,217 | ) | | | 232,834 | | | | - | | | | (155,852 | ) | | | (133,887 | ) | | | (20,894 | ) |
Other income (expense), net | | | 23,331 | | | | 83,828 | | | | (5,999 | ) | | | 18,754 | | | | 414 | | | | 1,015 | | | | (18,676 | ) | | | (107,159 | ) | | | - | | | | (4,492 | ) | | | (5,509 | ) | | | 1,015 | |
Financial results | | | (194,020 | ) | | | (86,854 | ) | | | (48,122 | ) | | | 1,600 | | | | (7,950 | ) | | | (3,061 | ) | | | (230,158 | ) | | | 280,874 | | | | - | | | | (287,691 | ) | | | (296,752 | ) | | | (3,061 | ) |
Financial expense | | | (128,453 | ) | | | (38,708 | ) | | | (75,395 | ) | | | (215 | ) | | | 27,393 | | | | (9,819 | ) | | | (208,442 | ) | | | 167,161 | | | | 3,142 | | | | (263,336 | ) | | | (248,537 | ) | | | (9,819 | ) |
Financial income | | | 106,535 | | | | 23,250 | | | | 27,222 | | | | 1,815 | | | | 1,705 | | | | 6,468 | | | | 17,336 | | | | (129,785 | ) | | | (3,142 | ) | | | 51,404 | | | | 44,908 | | | | 6,468 | |
Foreign exchange losses, net | | | (266,774 | ) | | | (68,122 | ) | | | (80,876 | ) | | | - | | | | (46,006 | ) | | | 290 | | | | (73,579 | ) | | | 334,896 | | | | - | | | | (200,171 | ) | | | (209,636 | ) | | | 290 | |
Derivatives | | | 94,672 | | | | (3,274 | ) | | | 80,927 | | | | - | | | | 8,958 | | | | - | | | | 34,527 | | | | (91,398 | ) | | | - | | | | 124,412 | | | | 116,513 | | | | - | |
Equity in earnings of associates | | | (12,872 | ) | | | 3,887 | | | | - | | | | - | | | | (1,498 | ) | | | - | | | | 131,609 | | | | 8,985 | | | | (133,480 | ) | | | (3,369 | ) | | | (3,369 | ) | | | - | |
Equity in earnings of joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 79,168 | | | | - | | | | - | | | | 79,168 | | | | 79,168 | | | | - | |
Income tax expense benefit | | | 63,139 | | | | (121,209 | ) | | | (66,295 | ) | | | (3,571 | ) | | | (1,954 | ) | | | (19,371 | ) | | | 107,051 | | | | 58,070 | | | | - | | | | 15,860 | | | | 35,231 | | | | (19,371 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (29,859 | ) | | | 196,207 | | | | 134,104 | | | | 28,323 | | | | 3,694 | | | | 38,324 | | | | 35,776 | | | | (166,348 | ) | | | (133,480 | ) | | | 106,741 | | | | 57,365 | | | | 38,324 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 529,517 | | | | 141,936 | | | | 128,877 | | | | 243 | | | | 17,263 | | | | 25,650 | | | | 891 | | | | (671,453 | ) | | | - | | | | 172,924 | | | | 147,274 | | | | 25,650 | |
EBITDA | | | 630,539 | | | | 546,206 | | | | 377,398 | | | | 30,537 | | | | 30,861 | | | | 86,406 | | | | 159,774 | | | | (1,176,745 | ) | | | (133,480 | ) | | | 551,496 | | | | 466,160 | | | | 86,406 | |
Additions to PP&E, intangible and biological assets | | | 387,417 | | | | 195,740 | | | | 171,684 | | | | 192 | | | | 15,627 | | | | 85,551 | | | | 24,258 | | | | (583,157 | ) | | | - | | | | 297,312 | | | | 211,761 | | | | 85,551 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (29,859 | ) | | | 196,207 | | | | 134,104 | | | | 28,323 | | | | 3,694 | | | | 38,324 | | | | 35,776 | | | | (166,348 | ) | | | (133,480 | ) | | | 106,741 | | | | 57,365 | | | | 38,324 | |
Income tax and social contribution | | | (63,139 | ) | | | 121,209 | | | | 66,295 | | | | 3,571 | | | | 1,954 | | | | 19,371 | | | | (107,051 | ) | | | (58,070 | ) | | | - | | | | (15,860 | ) | | | (35,231 | ) | | | 19,371 | |
Financial result, net | | | 194,020 | | | | 86,854 | | | | 48,122 | | | | (1,600 | ) | | | 7,950 | | | | 3,061 | | | | 230,158 | | | | (280,874 | ) | | | - | | | | 287,691 | | | | 296,752 | | | | 3,061 | |
Depreciation and amortization | | | 529,517 | | | | 141,936 | | | | 128,877 | | | | 243 | | | | 17,263 | | | | 25,650 | | | | 891 | | | | (671,453 | ) | | | - | | | | 172,924 | | | | 147,274 | | | | 25,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 630,539 | | | | 546,206 | | | | 377,398 | | | | 30,537 | | | | 30,861 | | | | 86,406 | | | | 159,774 | | | | (1,176,745 | ) | | | (133,480 | ) | | | 551,496 | | | | 466,160 | | | | 86,406 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | January 1, 2014 to September 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 | | | 6,622,468 | | | | 41,029,657 | | | | 4,777,520 | | | | 126,092 | | | | 1,202,065 | | | | 659,715 | | | | 33 | | | | (47,652,125 | ) | | | - | | | | 6,765,425 | | | | 6,105,710 | | | | 659,715 | |
Domestic market | | | 2,884,269 | | | | 41,029,657 | | | | 4,777,520 | | | | 126,092 | | | | 985,275 | | | | 553,735 | | | | 33 | | | | (43,913,926 | ) | | | - | | | | 6,442,655 | | | | 5,888,920 | | | | 553,735 | |
External market | | | 3,738,199 | | | | - | | | | - | | | | - | | | | 216,790 | | | | 105,980 | | | | - | | | | (3,738,199 | ) | | | - | | | | 322,770 | | | | 216,790 | | | | 105,980 | |
Gross profit | | | 1,191,299 | | | | 2,000,178 | | | | 1,468,361 | | | | 70,771 | | | | 263,965 | | | | 226,950 | | | | 34 | | | | (3,191,477 | ) | | | - | | | | 2,030,081 | | | | 1,803,132 | | | | 226,950 | |
Selling expenses | | | (426,930 | ) | | | (884,888 | ) | | | (473,892 | ) | | | - | | | | (186,680 | ) | | | - | | | | - | | | | 1,311,818 | | | | - | | | | (660,572 | ) | | | (660,572 | ) | | | - | |
General and administrative expenses | | | (398,691 | ) | | | (296,456 | ) | | | (218,339 | ) | | | (25,727 | ) | | | (51,479 | ) | | | (63,632 | ) | | | (114,660 | ) | | | 695,147 | | | | - | | | | (473,837 | ) | | | (392,089 | ) | | | (63,632 | ) |
Other income (expense), net | | | 81,990 | | | | 262,258 | | | | (13,926 | ) | | | 63,620 | | | | 586 | | | | (464 | ) | | | (153,268 | ) | | | (344,248 | ) | | | - | | | | (103,452 | ) | | | (121,577 | ) | | | 18,125 | |
Financial results | | | (116,092 | ) | | | (78,719 | ) | | | (151,875 | ) | | | 6,891 | | | | 39,240 | | | | (23,110 | ) | | | (520,151 | ) | | | 194,811 | | | | - | | | | (649,005 | ) | | | (610,163 | ) | | | (23,110 | ) |
Financial expense | | | (370,615 | ) | | | (102,013 | ) | | | (217,555 | ) | | | (779 | ) | | | 62,603 | | | | (52,284 | ) | | | (572,023 | ) | | | 472,628 | | | | 9,244 | | | | (770,794 | ) | | | (704,344 | ) | | | (52,284 | ) |
Financial income | | | 252,247 | | | | 69,840 | | | | 65,707 | | | | 7,670 | | | | 3,282 | | | | 28,602 | | | | 78,159 | | | | (322,087 | ) | | | (9,244 | ) | | | 174,176 | | | | 143,825 | | | | 28,602 | |
Foreign exchange losses, net | | | (136,828 | ) | | | (15,108 | ) | | | (48,716 | ) | | | - | | | | (20,089 | ) | | | 572 | | | | (35,379 | ) | | | 151,936 | | | | - | | | | (103,612 | ) | | | (108,077 | ) | | | 572 | |
Derivatives | | | 139,104 | | | | (31,438 | ) | | | 48,689 | | | | - | | | | (6,556 | ) | | | - | | | | 9,092 | | | | (107,666 | ) | | | - | | | | 51,225 | | | | 58,433 | | | | - | |
Equity in earnings of associates | | | (28,803 | ) | | | 11,219 | | | | - | | | | - | | | | (4,837 | ) | | | - | | | | 648,552 | | | | 17,584 | | | | (646,417 | ) | | | (2,702 | ) | | | (2,702 | ) | | | - | |
Equity in earnings of joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 464,633 | | | | - | | | | - | | | | 464,633 | | | | 464,633 | | | | - | |
Income tax expense benefit | | | (14,237 | ) | | | (327,571 | ) | | | (208,270 | ) | | | (11,410 | ) | | | (9,619 | ) | | | (47,048 | ) | | | 250,463 | | | | 341,808 | | | | - | | | | (25,884 | ) | | | 21,165 | | | | (47,048 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 288,536 | | | | 686,021 | | | | 402,059 | | | | 104,145 | | | | 51,176 | | | | 92,696 | | | | 575,603 | | | | (974,557 | ) | | | (646,417 | ) | | | 579,262 | | | | 501,827 | | | | 111,285 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,423,933 | | | | 403,244 | | | | 376,708 | | | | 727 | | | | 53,611 | | | | 70,378 | | | | 2,497 | | | | (1,827,177 | ) | | | - | | | | 503,921 | | | | 433,543 | | | | 70,378 | |
EBITDA | | | 1,842,798 | | | | 1,495,555 | | | | 1,138,912 | | | | 109,391 | | | | 75,166 | | | | 233,232 | | | | 847,788 | | | | (3,338,353 | ) | | | (646,417 | ) | | | 1,758,072 | | | | 1,524,368 | | | | 251,821 | |
Additions to PP&E, intangible and biological assets | | | 1,963,115 | | | | 602,330 | | | | 491,750 | | | | 447 | | | | 30,545 | | | | 183,280 | | | | 50,100 | | | | (2,565,445 | ) | | | - | | | | 756,122 | | | | 572,842 | | | | 183,280 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 288,536 | | | | 686,021 | | | | 402,059 | | | | 104,145 | | | | 51,176 | | | | 92,696 | | | | 575,603 | | | | (974,557 | ) | | | (646,417 | ) | | | 579,262 | | | | 501,827 | | | | 111,285 | |
Income tax and social contribution | | | 14,237 | | | | 327,571 | | | | 208,270 | | | | 11,410 | | | | 9,619 | | | | 47,048 | | | | (250,463 | ) | | | (341,808 | ) | | | - | | | | 25,884 | | | | (21,165 | ) | | | 47,048 | |
Financial result, net | | | 116,092 | | | | 78,719 | | | | 151,875 | | | | (6,891 | ) | | | (39,240 | ) | | | 23,110 | | | | 520,151 | | | | (194,811 | ) | | | - | | | | 649,005 | | | | 610,163 | | | | 23,110 | |
Depreciation and amortization | | | 1,423,933 | | | | 403,244 | | | | 376,708 | | | | 727 | | | | 53,611 | | | | 70,378 | | | | 2,497 | | | | (1,827,177 | ) | | | - | | | | 503,921 | | | | 433,543 | | | | 70,378 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,842,798 | | | | 1,495,555 | | | | 1,138,912 | | | | 109,391 | | | | 75,166 | | | | 233,232 | | | | 847,788 | | | | (3,338,353 | ) | | | (646,417 | ) | | | 1,758,072 | | | | 1,524,368 | | | | 251,821 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | September 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 | | | 3,428,097 | | | | 220,788 | | | | 1,476,126 | | | | 1,179 | | | | 90,765 | | | | 240,553 | | | | 318,185 | | | | (3,648,885 | ) | | | - | | | | 2,126,808 | | | | 1,864,999 | | | | 240,553 | |
Investment securities | | | - | | | | - | | | | - | | | | 214,890 | | | | - | | | | 879,027 | | | | - | | | | - | | | | - | | | | 1,093,917 | | | | 214,890 | | | | 879,027 | |
Trade receivables | | | 466,101 | | | | 1,486,432 | | | | 592,888 | | | | 23,853 | | | | 245,149 | | | | 185,610 | | | | 241 | | | | (1,952,533 | ) | | | - | | | | 1,047,741 | | | | 862,131 | | | | 185,610 | |
Derivative financial instruments | | | 1,514,030 | | | | 128,365 | | | | 603,405 | | | | - | | | | 26,973 | | | | 80,997 | | | | 1,955,978 | | | | (1,642,395 | ) | | | - | | | | 2,667,353 | | | | 2,547,253 | | | | 80,997 | |
Inventories | | | 2,293,958 | | | | 1,359,823 | | | | 131,953 | | | | - | | | | 257,975 | | | | 190,880 | | | | 2,214 | | | | (3,653,781 | ) | | | - | | | | 583,022 | | | | 392,141 | | | | 190,880 | |
Other current assets | | | 1,139,953 | | | | 795,769 | | | | 153,635 | | | | 298,077 | | | | 45,061 | | | | 368,551 | | | | 512,632 | | | | (1,935,722 | ) | | | (55,907 | ) | | | 1,322,049 | | | | 912,555 | | | | 368,551 | |
Other non-current assets | | | 3,468,753 | | | | 1,199,922 | | | | 293,565 | | | | 20,800 | | | | (144,410 | ) | | | 2,781,691 | | | | 1,615,156 | | | | (4,668,675 | ) | | | (9,887 | ) | | | 4,556,915 | | | | 1,775,219 | | | | 2,781,691 | |
Investment in associates | | | 216,019 | | | | 262,304 | | | | - | | | | - | | | | 10,729 | | | | 45,290 | | | | 11,837,929 | | | | (478,323 | ) | | | (11,702,151 | ) | | | 191,797 | | | | 146,506 | | | | 45,290 | |
Investment in joint ventures | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,279,197 | | | | - | | | | - | | | | 8,279,197 | | | | 8,279,197 | | | | - | |
Biological assets | | | 1,903,554 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,903,554 | ) | | | - | | | | - | | | | - | | | | - | |
Investment property | | | - | | | | - | | | | - | | | | 2,385,932 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,385,932 | | | | 2,385,932 | | | | - | |
Property, plant and equipment | | | 9,792,568 | | | | 2,411,818 | | | | - | | | | 1,744 | | | | 227,199 | | | | 9,122,433 | | | | 154,711 | | | | (12,204,386 | ) | | | - | | | | 9,506,087 | | | | 383,654 | | | | 9,122,433 | |
Intangible assets and goodwill | | | 3,275,569 | | | | 4,344,146 | | | | 8,611,843 | | | | 1,749 | | | | 793,495 | | | | 7,784,835 | | | | 7,176 | | | | (7,619,715 | ) | | | - | | | | 17,199,098 | | | | 9,414,262 | | | | 7,784,835 | |
Loans, borrowings and debenture | | | (12,018,295 | ) | | | (2,012,818 | ) | | | (3,253,671 | ) | | | - | | | | (459,945 | ) | | | (8,311,702 | ) | | | (5,679,270 | ) | | | 14,031,113 | | | | - | | | | (17,704,588 | ) | | | (8,999,827 | ) | | | (8,311,702 | ) |
Trade payables | | | (990,963 | ) | | | (701,011 | ) | | | (1,347,481 | ) | | | (669 | ) | | | (192,231 | ) | | | (745,949 | ) | | | (4,958 | ) | | | 1,691,974 | | | | - | | | | (2,291,288 | ) | | | (1,545,339 | ) | | | (745,949 | ) |
Derivative financial instruments | | | (447,966 | ) | | | (90,917 | ) | | | - | | | | - | | | | (949 | ) | | | (12,260 | ) | | | (756,008 | ) | | | 538,883 | | | | - | | | | (769,217 | ) | | | (756,957 | ) | | | (12,260 | ) |
Employee benefits payable | | | (304,474 | ) | | | (68,869 | ) | | | (50,980 | ) | | | (6,302 | ) | | | (15,811 | ) | | | (170,841 | ) | | | (21,662 | ) | | | 373,343 | | | | - | | | | (265,596 | ) | | | (94,756 | ) | | | (170,841 | ) |
Other current liabilities | | | (770,582 | ) | | | (1,094,392 | ) | | | (117,516 | ) | | | (20,432 | ) | | | (125,596 | ) | | | (1,102,726 | ) | | | (207,730 | ) | | | 1,864,974 | | | | 54,104 | | | | (1,519,896 | ) | | | (430,819 | ) | | | (1,102,726 | ) |
Other non-current liabilities | | | (1,349,470 | ) | | | (3,074,107 | ) | | | (1,132,629 | ) | | | (100,202 | ) | | | (145,603 | ) | | | (7,161,507 | ) | | | (3,841,499 | ) | | | 4,423,577 | | | | 11,888 | | | | (12,369,552 | ) | | | (5,208,047 | ) | | | (7,161,507 | ) |
Total assets (net of liabilities) allocated by segment | | | 11,616,852 | | | | 5,167,253 | | | | 5,961,138 | | | | 2,820,619 | | | | 612,801 | | | | 4,174,882 | | | | 14,172,292 | | | | (16,784,105 | ) | | | (11,701,953 | ) | | | 16,039,779 | | | | 12,142,994 | | | | 4,174,882 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 27,498,602 | | | | 12,209,367 | | | | 11,863,415 | | | | 2,948,224 | | | | 1,552,936 | | | | 21,679,867 | | | | 24,683,419 | | | | (39,707,969 | ) | | | (11,767,945 | ) | | | 50,959,916 | | | | 29,178,739 | | | | 21,679,867 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 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 nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Net sales by segment:
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Raízen Energia | | | | | | | | |
Ethanol | | | 1,128,511 | | | | 3,695,498 | | | | 951,990 | | | | 3,152,586 | |
Sugar | | | 1,200,640 | | | | 3,073,937 | | | | 1,075,130 | | | | 2,883,405 | |
Cogeneration | | | 203,002 | | | | 387,740 | | | | 230,582 | | | | 432,834 | |
Other | | | 105,323 | | | | 207,223 | | | | 73,638 | | | | 153,643 | |
| | | 2,637,476 | | | | 7,364,398 | | | | 2,331,340 | | | | 6,622,468 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 15,638,868 | | | | 44,494,263 | | | | 14,333,868 | | | | 41,029,657 | |
| | | 15,638,868 | | | | 44,494,263 | | | | 14,333,868 | | | | 41,029,657 | |
COMGÁS | | | | | | | | | | | | | | | | |
Industrial | | | 1,098,456 | | | | 3,175,412 | | | | 1,039,188 | | | | 3,100,765 | |
Residential | | | 202,405 | | | | 504,609 | | | | 193,576 | | | | 475,842 | |
Construction revenue | | | 109,959 | | | | 303,683 | | | | 126,237 | | | | 361,341 | |
Thermo generation | | | 129,043 | | | | 379,188 | | | | 95,438 | | | | 286,867 | |
Cogeneration | | | 64,982 | | | | 203,082 | | | | 59,124 | | | | 187,132 | |
Commercial | | | 77,706 | | | | 211,107 | | | | 68,257 | | | | 187,728 | |
Automotive | | | 50,262 | | | | 145,314 | | | | 51,290 | | | | 148,044 | |
Other | | | 10,286 | | | | 25,779 | | | | 10,640 | | | | 29,801 | |
| | | 1,743,099 | | | | 4,948,174 | | | | 1,643,750 | | | | 4,777,520 | |
Radar | | | | | | | | | | | | | | | | |
Property sales | | | 11,829 | | | | 20,145 | | | | 11,080 | | | | 74,340 | |
Land lease | | | 16,730 | | | | 50,235 | | | | 14,427 | | | | 46,235 | |
Other | | | 3,327 | | | | 10,039 | | | | 1,843 | | | | 5,517 | |
| | | 31,886 | | | | 80,419 | | | | 27,350 | | | | 126,092 | |
Lubricants | | | | | | | | | | | | | | | | |
Lubricants | | | 403,214 | | | | 1,105,607 | | | | 342,973 | | | | 997,460 | |
Basic oil | | | 76,870 | | | | 171,028 | | | | 71,471 | | | | 181,662 | |
Other | | | 4,142 | | | | 11,522 | | | | 15,406 | | | | 22,943 | |
| | | 484,226 | | | | 1,288,157 | | | | 429,850 | | | | 1,202,065 | |
| | | | | | | | | | | | | | | | |
Cosan's other business | | | 27 | | | | 27 | | | | - | | | | 33 | |
| | | | | | | | | | | | | | | | |
IFRS 11 - Deconsolidated of | | | | | | | | | | | | | | | | |
adjustments/eliminations joint | | | | | | | | | | | | | | | | |
ventures and eliminations | | | (18,287,980 | ) | | | (51,879,366 | ) | | | (16,665,208 | ) | | | (47,652,125 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Cosan Energia | | | 2,247,602 | | | | 6,296,072 | | | | 2,100,950 | | | | 6,105,710 | |
| | | | | | | | | | | | | | | | |
Cosan Log | | | | | | | | | | | | | | | | |
Logistics | | | 1,061,011 | | | | 2,384,783 | | | | 190,659 | | | | 483,398 | |
Port handling | | | 77,799 | | | | 165,318 | | | | 65,159 | | | | 158,467 | |
Other | | | 218,916 | | | | 233,520 | | | | 5,482 | | | | 17,850 | |
| | | 1,357,726 | | | | 2,783,621 | | | | 261,300 | | | | 659,715 | |
| | | | | | | | | | | | | | | | |
Total consolidated | | | 3,605,328 | | | | 9,079,693 | | | | 2,362,250 | | | | 6,765,425 | |
5 | Cash and cash equivalents |
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Brazilian Reais | | | | | | | | |
Cash and bank deposits | | | 49,382 | | | | 57,703 | |
Short-term investments | | | 1,945,035 | | | | 1,496,620 | |
| | | 1,994,417 | | | | 1,554,323 | |
| | | | | | | | |
U.S. Dollars and Pound Sterling | | | | | | | | |
Cash and bank deposits | | | 132,391 | | | | 95,017 | |
| | | 132,391 | | | | 95,017 | |
| | | | | | | | |
| | | 2,126,808 | | | | 1,649,340 | |
Short-term investments are mainly comprised of exclusive funds as presented below:
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Exclusive funds | | | | |
Repurchase agreements(i) | | | 1,001,536 | | | | 423,535 | |
Bank certificate of deposits - CDB(ii) | | | 239,209 | | | | 87,646 | |
Other | | | 1,062 | | | | - | |
| | | 1,241,807 | | | | 511,181 | |
| | | | | | | | |
Bank investments | | | | | | | | |
Repurchase agreements(i) | | | 517,774 | | | | 222,570 | |
Bank certificate of deposits - CDB(ii) | | | 183,005 | | | | 762,869 | |
Other | | | 2,449 | | | | - | |
| | | 703,228 | | | | 985,439 | |
| | | | | | | | |
| | | 1,945,035 | | | | 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. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (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. |
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Domestic - Brazilian Reais | | | 1,149,810 | | | | 1,369,013 | |
Export - Foreign currency | | | 28,556 | | | | 25,323 | |
Allowance for doubtful accounts | | | (71,044 | ) | | | (48,235 | ) |
| | | | | | | | |
| | | 1,107,322 | | | | 1,346,101 | |
| | | | | | | | |
Current | | | 1,047,741 | | | | 865,109 | |
Non-current | | | 59,581 | | | | 480,992 | |
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Receivable from ExxonMobil(i) | | | - | | | | 332,405 | |
Receivable from sale of | | | | | | | | |
discontinued operations(ii) | | | 76,445 | | | | 107,775 | |
| | | 76,445 | | | | 440,180 | |
| | | | | | | | |
Current | | | 76,445 | | | | 69,683 | |
Non-current | | | - | | | | 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”). |
On September 1, 2015, CLE was notified by the Brazilian Federal Revenue Service on the exclusion of tax installments due to the previously made deposits. Thus, the accounts receivable was offset to the balance in the same amount of taxes payable, related to the collection of tax debts included in the special program installment of federal taxes ("REFIS IV");
| (ii) | Receivables from the sale of Cosan Alimentos S.A. to be received in November 2015 plus the CDI or SELIC indexed. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| a) | Receivables from and payables to related parties: |
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Current assets | | | | | | | | |
Commercial operations | | | | | | | | |
Raízen Energia S.A. | | | 38,818 | | | | 23,229 | |
Raízen Combustíveis S.A. | | | 4,530 | | | | 2,576 | |
Aguassanta Participações S.A. | | | 6,344 | | | | 6,340 | |
Other | | | 4,273 | | | | 556 | |
| | | 53,965 | | | | 32,701 | |
Corporate operation / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 13,028 | | | | 3,388 | |
| | | 13,028 | | | | 3,388 | |
Financial operations | | | | | | | | |
Raízen Combustíveis S.A. | | | 1,165 | | | | 1,319 | |
Rezende Barbosa Group | | | - | | | | 949 | |
| | | 1,165 | | | | 2,268 | |
| | | | | | | | |
| | | 68,158 | | | | 38,357 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Receivables under the | | | | | | | | |
framework agreement | | | | | | | | |
Raízen Energia S.A. | | | 89,763 | | | | 104,984 | |
Raízen Combustíveis S.A. | | | - | | | | 15,126 | |
| | | 89,763 | | | | 120,110 | |
Financial operations | | | | | | | | |
Rezende Barbosa Group | | | 84,995 | | | | 84,996 | |
Other | | | 17 | | | | 4 | |
| | | 85,012 | | | | 85,000 | |
Corporate operation | | | | | | | | |
Novvi Limited Liability Company | | | 16,023 | | | | 7,417 | |
Tellus Brasil Participações Ltda. | | | 10,562 | | | | - | |
Other | | | 183 | | | | - | |
| | | 26,768 | | | | 7,417 | |
| | | | | | | | |
| | | 201,543 | | | | 212,527 | |
| | | | | | | | |
Total | | | 269,701 | | | | 250,884 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Current liabilities | | | | | | | | |
Commercial operations | | | | | | | | |
Raízen Energia S.A. | | | 61,603 | | | | 25,926 | |
Raízen Combustíveis S.A. | | | 66,742 | | | | 1,283 | |
Shell Brazil Holding B.V. | | | - | | | | 3,820 | |
Other | | | 107 | | | | 96 | |
| | | 128,452 | | | | 31,125 | |
Corporate operations / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 66,294 | | | | 94,892 | |
Raízen Combustíveis S.A. | | | 7,810 | | | | 11,402 | |
| | | 74,104 | | | | 106,294 | |
Financial operations | | | | | | | | |
Other | | | - | | | | 22 | |
| | | - | | | | 22 | |
| | | | | | | | |
Total | | | 202,556 | | | | 137,441 | |
| b) | Related party transactions: |
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Sales of goods and services | | | | | | | | |
Raízen Energia S.A. | | | 109,450 | | | | 247,787 | | | | 77,617 | | | | 211,478 | |
Raízen Combustíveis S.A. | | | 59,294 | | | | 94,151 | | | | - | | | | - | |
Other | | | 328 | | | | 455 | | | | 315 | | | | 1,387 | |
| | | 169,072 | | | | 342,393 | | | | 77,932 | | | | 212,865 | |
Purchase of goods / Inputs | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (1,563 | ) | | | (1,633 | ) | | | (61 | ) | | | (66 | ) |
Raízen Combustíveis S.A. | | | (121 | ) | | | (1,885 | ) | | | (11 | ) | | | (730 | ) |
| | | (1,684 | ) | | | (3,518 | ) | | | (72 | ) | | | (796 | ) |
Land lease | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 14,352 | | | | 43,641 | | | | 14,300 | | | | 39,950 | |
| | | 14,352 | | | | 43,641 | | | | 14,300 | | | | 39,950 | |
Shared income (expense) | | | | | | | | | | | | | | | | |
Aguassanta Participações S.A. | | | 114 | | | | 331 | | | | 115 | | | | 339 | |
Raízen Energia S.A. | | | (11,637 | ) | | | (32,979 | ) | | | (2,098 | ) | | | (8,990 | ) |
| | | (11,523 | ) | | | (32,648 | ) | | | (1,983 | ) | | | (8,651 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Financial result | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 680 | | | | 1,910 | | | | 679 | | | | 1,902 | |
Rezende Barbosa Group | | | - | | | | 10 | | | | 85 | | | | 378 | |
Aldwych Temple | | | | | | | | | | | | | | | | |
Venture Capital Ltd. | | | (102 | ) | | | (210 | ) | | | (66 | ) | | | (196 | ) |
Other | | | (59 | ) | | | (155 | ) | | | 136 | | | | 393 | |
| | | 519 | | | | 1,555 | | | | 834 | | | | 2,477 | |
| | | | | | | | | | | | | | | | |
Total | | | 170,736 | | | | 351,423 | | | | 91,011 | | | | 245,845 | |
| c) | Officers’ and directors’ compensation |
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Regular compensation | | | 7,435 | | | | 28,305 | | | | 6,774 | | | | 21,658 | |
Stock option expense | | | 2,930 | | | | 8,789 | | | | 2,564 | | | | 7,690 | |
Bonuses and other | | | | | | | | | | | | | | | | |
variable compensation | | | 83 | | | | 33,143 | | | | - | | | | 24,470 | |
| | | | | | | | | | | | | | | | |
| | | 10,448 | | | | 70,237 | | | | 9,338 | | | | 53,818 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, 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 September 30, 2014 | | | 3,706 | | | | (4,997 | ) | | | - | | | | 474 | | | | (1,885 | ) | | | (2,702 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 94,417 | | | | 14,522 | | | | 13,063 | | | | 6,512 | | | | 2,163 | | | | 130,677 | |
Equity in earnings (losses) of associates | | | 8,264 | | | | (9,497 | ) | | | 588 | | | | (1,526 | ) | | | 3,686 | | | | 1,515 | |
Other comprehensive income (losses) | | | (429 | ) | | | 4,034 | | | | - | | | | 2,767 | | | | - | | | | 6,372 | |
Business combination | | | - | | | | - | | | | - | | | | - | | | | 41,285 | | | | 41,285 | |
Capital increase | | | (5,333 | ) | | | - | | | | 17,402 | | | | - | | | | 5 | | | | 12,074 | |
Other | | | (508 | ) | | | - | | | | - | | | | 560 | | | | (178 | ) | | | (126 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2015 | | | 96,411 | | | | 9,059 | | | | 31,053 | | | | 8,313 | | | | 46,961 | | | | 191,797 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 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 | | 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 | | | | 124,009,308 | | | | 405,856,814 | | | | 299,015,898 | | | | 2,040,816 | | | | 21,148,989 | | | | 830,690,258 | | | | - | | | | | |
Shares held by non-controlling shareholders | | | 153,511,030 | | | | 47,950,970 | | | | 152,153,491 | | | | 220,507,722 | | | | 1,000,000 | | | | 17,147,822 | | | | 290,710,861 | | | | - | | | | | |
Non-controlling interest | | | 37.49 | % | | | 38.67 | % | | | 36.73 | % | | | 73.74 | % | | | 49.00 | % | | | 81.08 | % | | | 35.00 | % | | | - | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings (losses) at September 30, 2014 | | | 141,558 | | | | 158,742 | | | | - | | | | 23,147 | | | | 106 | | | | 21,530 | | | | 39,244 | | | | (5,163 | ) | | | 379,164 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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) | | | (2,842 | ) | | | 154,500 | | | | 2,973 | | | | (4,331 | ) | | | (624 | ) | | | (9,204 | ) | | | 46,656 | | | | - | | | | 187,128 | |
Other comprehensive income | | | (39,346 | ) | | | - | | | | 365 | | | | 2,736 | | | | - | | | | 3,578 | | | | 214 | | | | - | | | | (32,453 | ) |
Dividends | | | (104,275 | ) | | | (121,511 | ) | | | - | | | | (71,711 | ) | | | - | | | | - | | | | - | | | | - | | | | (297,497 | ) |
Business combinations | | | - | | | | - | | | | 70,911 | | | | 2,758,586 | | | | - | | | | - | | | | - | | | | - | | | | 2,829,497 | |
Other | | | 2,849 | | | | 2,430 | | | | (15,198 | ) | | | (18,879 | ) | | | - | | | | - | | | | - | | | | - | | | | (28,798 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2015 | | | 3,509,438 | | | | 2,146,997 | | | | 58,945 | | | | 2,990,037 | | | | 36,442 | | | | 1,674,986 | | | | 384,613 | | | | (498,832 | ) | | | 10,302,626 | |
| c) | Information of the subsidiaries |
On September 30, 2015, the subsidiary COMGÁS has a regulatory unrecognized accounts receivable in the amount of R$ 210,689 (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$ 31,965 which updated by the Selic rate was R$ 20,425.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 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 September 30, 2014 | | | 312,387 | | | | 152,246 | | | | 464,633 | |
| | | | | | | | | | | | |
At December 31, 2014 | | | 3,218,466 | | | | 5,186,037 | | | | 8,404,503 | |
Equity in earnings of joint ventures | | | 388,396 | | | | (111,584 | ) | | | 276,812 | |
Other comprehensive income | | | - | | | | (40,871 | ) | | | (40,871 | ) |
Dividends | | | (361,247 | ) | | | - | | | | (361,247 | ) |
| | | | | | | | | | | | |
At September 30, 2015 | | | 3,245,615 | | | | 5,033,582 | | | | 8,279,197 | |
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. |
| | September 30, 2015 | | September 30, 2014 | | September 30, 2015 | | September 30, 2014 |
Cash flows | | | | | | | | |
Operating activities | | | 2,780,323 | | | | 1,819,761 | | | | 1,584,184 | | | | 501,581 | |
Investing activities | | | (1,423,512 | ) | | | (1,942,062 | ) | | | (426,622 | ) | | | 123,902 | |
Financing activities | | | (528,612 | ) | | | 623,565 | | | | (1,110,244 | ) | | | (755,488 | ) |
| | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | 828,199 | | | | 501,264 | | | | 47,318 | | | | (130,005 | ) |
| | | | | | | | | | | | | | | | |
Other comprehensive income | | | (306,906 | ) | | | 155,269 | | | | 803,162 | | | | 686,172 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
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(i) | | | (273,709 | ) | | | 282,687 | | | | 8,978 | |
Disposals(ii) | | | (7,934 | ) | | | (16,046 | ) | | | (23,980 | ) |
| | | | | | | | | | | | |
At September 30, 2015 | | | 2,385,932 | | | | 289,295 | | | | 2,675,227 | |
| (i) | Refers to property, plant and equipment transfers for investment properties. |
| (ii) | Lands, buildings and improvements reclassified for investment property due to commercial disagreements. |
Investment properties include farms located in the Southeast, Midwest and Northeast regions of Brazil, which are leased to third parties and jointly controlled entities. The leases have an average term of 18 years for the cultivation of sugarcane and 10 years for beans.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 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 | | | 514,856 | | | | 450,089 | | | | 519,993 | | | | - | | | | 255,643 | | | | 37,286 | | | | 1,777,867 | |
Additions | | | 23,896 | | | | 7,652 | | | | 644,877 | | | | 315,355 | | | | 218,315 | | | | 5,783 | | | | 1,215,878 | |
Disposals | | | - | | | | (2,007 | ) | | | (1,473 | ) | | | (4,076 | ) | | | - | | | | (28,888 | ) | | | (36,444 | ) |
Transfers | | | 23,006 | | | | 65,931 | | | | (1,054 | ) | | | (60,874 | ) | | | (36,407 | ) | | | 9,420 | | | | 22 | |
Business combinations | | | 252,487 | | | | 82,664 | | | | 2,946,849 | | | | 3,409,109 | | | | 57,085 | | | | 476,853 | | | | 7,225,047 | |
At September 30, 2015 | | | 814,245 | | | | 604,329 | | | | 4,109,192 | | | | 3,659,514 | | | | 494,636 | | | | 500,454 | | | | 10,182,370 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | (103,616 | ) | | | (165,906 | ) | | | (55,688 | ) | | | - | | | | - | | | | (16,767 | ) | | | (341,977 | ) |
Additions | | | (20,257 | ) | | | (42,310 | ) | | | (142,543 | ) | | | (93,102 | ) | | | - | | | | (30,411 | ) | | | (328,623 | ) |
Disposals | | | - | | | | 1,306 | | | | 781 | | | | 280 | | | | - | | | | 855 | | | | 3,222 | |
Transfers | | | 7,430 | | | | 277 | | | | (5,836 | ) | | | (10,567 | ) | | | - | | | | (209 | ) | | | (8,905 | ) |
At September 30, 2015 | | | (116,443 | ) | | | (206,633 | ) | | | (203,286 | ) | | | (103,389 | ) | | | - | | | | (46,532 | ) | | | (676,283 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 411,240 | | | | 284,183 | | | | 464,305 | | | | - | | | | 255,643 | | | | 20,519 | | | | 1,435,890 | |
At September 30, 2015 | | | 697,802 | | | | 397,696 | | | | 3,905,906 | | | | 3,556,125 | | | | 494,636 | | | | 453,922 | | | | 9,506,087 | |
Capitalization of borrowing costs
Capitalized borrowing costs for the nine month period ended September 30, 2015 amounted to R$ 7,031 (R$ 4,837 for the nine month period ended September 30, 2014). The weighted average interest rate used to capitalize interest on the balance of construction in progress, was 6.72% p.a. for the nine month period ended September 30, 2015 (8.49% p.a. for the nine month period ended September 30, 2014).
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 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 | | | | 865,341 | | | | 252,474 | | | | 862,324 | | | | 227,035 | | | | 11,701,140 | |
Additions | | | - | | | | 310,278 | | | | - | | | | - | | | | 62,970 | | | | 20,098 | | | | 393,346 | |
Disposals | | | - | | | | (8,225 | ) | | | (495,116 | ) | | | - | | | | (5,949 | ) | | | - | | | | (509,290 | ) |
Transfers(i) | | | - | | | | 131 | | | | (392 | ) | | | - | | | | 14 | | | | 11,610 | | | | 11,363 | |
Business combination | | | - | | | | 7,420,367 | | | | - | | | | - | | | | - | | | | 79,713 | | | | 7,500,080 | |
At September 30, 2015 | | | 703,956 | | | | 16,512,561 | | | | 369,833 | | | | 252,474 | | | | 919,359 | | | | 338,456 | | | | 19,096,639 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | - | | | | (636,730 | ) | | | (108,019 | ) | | | (136,962 | ) | | | (425,282 | ) | | | (107,774 | ) | | | (1,414,767 | ) |
Additions | | | - | | | | (302,344 | ) | | | (37,012 | ) | | | (17,120 | ) | | | (116,674 | ) | | | (33,687 | ) | | | (506,837 | ) |
Disposals | | | - | | | | 5,541 | | | | 15,646 | | | | - | | | | 2,861 | | | | - | | | | 24,048 | |
Transfers(i) | | | - | | | | - | | | | - | | | | - | | | | - | | | | 14 | | | | 14 | |
At September 30, 2015 | | | - | | | | (933,533 | ) | | | (129,385 | ) | | | (154,082 | ) | | | (539,095 | ) | | | (141,447 | ) | | | (1,897,542 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 | | | 703,956 | | | | 8,153,280 | | | | 757,322 | | | | 115,512 | | | | 437,042 | | | | 119,261 | | | | 10,286,373 | |
At September 30, 2015 | | | 703,956 | | | | 15,579,028 | | | | 240,448 | | | | 98,392 | | | | 380,264 | | | | 197,009 | | | | 17,199,097 | |
(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 nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Capitalization of borrowing costs
Capitalized borrowing costs for the nine month period ended September 30, 2015, amounted to R$ 14,766 (R$ 15,787 for September 30, 2014). The weighted average interest rate used to capitalize borrowing costs on the balance of construction in progress, was 11.26% p.a. for the nine month period ended September 30, 2015 (9.04% p.a. for September 30, 2014).
Intangible assets (excluding goodwill) | | Annual rate of amortization - % | | September 30, 2015 | | December 31, 2014 |
Gas distribution concession - COMGÁS(i) | | Concession term | | | 8,217,444 | | | | 8,153,280 | |
Concession rights - Rumo(ii) | | Concession term | | | 7,361,584 | | | | - | |
| | | | | 15,579,028 | | | | 8,153,280 | |
| | | | | | | | | | |
Improvements to public rail concessions(iii) | | Concession term | | | - | | | | 506,872 | |
Operating license for port terminal(iv) | | 4.00 | | | 243,281 | | | | 250,450 | |
| | | | | 243,281 | | | | 757,322 | |
Trademarks | | | | | | | | | | |
Mobil | | 10.00 | | | 74,188 | | | | 91,308 | |
Comma | | - | | | 24,204 | | | | 24,204 | |
| | | | | 98,392 | | | | 115,512 | |
Relationships with customers | | | | | | | | | | |
COMGÁS | | 20.00 | | | 327,315 | | | | 375,119 | |
Lubricants | | 6.00 | | | 52,949 | | | | 61,923 | |
| | | | | 380,264 | | | | 437,042 | |
Other | | | | | | | | | | |
Software licenses | | 20.00 | | | 102,894 | | | | 83,889 | |
Other | | 15.00 | | | 91,282 | | | | 35,372 | |
| | | | | 194,176 | | | | 119,261 | |
| | | | | | | | | | |
Total | | | | | 16,495,141 | | | | 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 |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (iv) | Port operating license and customer relationships of Rumo, from the business combinations. |
Impairment testing of cash-generating units containing goodwill
The Company tests the recoverable amounts of goodwill arising from business combination transactions annually. Property, plant and equipment and definite life intangible assets, that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
During the nine month period ended September 30, 2015, no impairment indicators were identified that would trigger the need for an impairment test.
14 | Loans, borrowings and debentures |
| | Interest | | | | | | |
Description(i) | | Index(ii) | | Annual interest(iii) | | September 30, 2015 | | December 31, 2014 | | Maturity |
| | | | | | |
Loan and borrowings | | | | | | | | | | | | | | | | | | |
BNDES | | Selic | | | 16.20 | % | | | 305,816 | | | | 274,000 | | | | Oct-2020 | |
| | TJ462 | | | 9.34 | % | | | 849,295 | | | | 834,565 | | | | Oct-2020 | |
| | TJLP | | | 9.28 | % | | | 202,656 | | | | 288,209 | | | | Oct-2018 | |
EIB | | US$ + LIBOR | | | 2.12 | % | | | 867,125 | | | | 691,463 | | | | Sep-2021 | |
FINAME | | URTJLP | | | 8.47 | % | | | 433,112 | | | | 457,570 | | | | May-2022 | |
| | Fixed | | | 4.27 | % | | | 843,967 | | | | 307,230 | | | | Feb-2025 | |
FINEM | | Fixed | | | 4.02 | % | | | 4,717 | | | | 3,420 | | | | Jan-2024 | |
| | IPCA | | | 17.95 | % | | | 3,965 | | | | 3,483 | | | | Nov-2021 | |
| | URTJLP | | | 8.25 | % | | | 2,404,349 | | | | 13,231 | | | | Aug-2029 | |
| | Selic | | | 15.85 | % | | | 5,984 | | | | - | | | | Sep-2020 | |
| | UMBNDES | | | 10.16 | % | | | 1,189 | | | | - | | | | Mar-2022 | |
FINEP | | Fixed | | | 5.00 | % | | | 144,088 | | | | 165,032 | | | | Nov-2020 | |
Foreign loans | | LIBOR Sterling | | | 3.93 | % | | | 328,285 | | | | 224,047 | | | | Dec-2019 | |
FCO | | Fixed | | | 4.12 | % | | | 3,010 | | | | - | | | | Jan-2024 | |
FRN | | US$ | | | 2.63 | % | | | 200,439 | | | | - | | | | Jan-2017 | |
NCE | | US$ | | | 3.40 | % | | | 127,800 | | | | - | | | | Jul-2016 | |
| | 109% of CDI | | | 15.40 | % | | | 317,615 | | | | - | | | | Oct-2018 | |
| | 112% of CDI | | | 15.83 | % | | | 418,973 | | | | - | | | | Sep-2019 | |
Perpetual Notes | | US$ | | | 8.25 | % | | | 2,011,523 | | | | 1,344,760 | | | | - | |
Resolution 4131 | | US$ | | | 2.73 | % | | | 300,538 | | | | 29,338 | | | | Jul-2017 | |
| | US$ + LIBOR | | | 1.67 | % | | | 469,703 | | | | 266,006 | | | | Nov-2015 | |
| | US$ + LIBOR | | | 2.40 | % | | | 440,613 | | | | 466,494 | | | | Mar-2018 | |
Senior Notes Due 2018 | | Fixed | | | 9.50 | % | | | 855,433 | | | | 874,494 | | | | Mar-2018 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Senior Notes Due 2023 | | US$ | | | 5.00 | % | | | 1,889,802 | | | | 1,352,796 | | | | Mar-2023 | |
Trade banks | | Fixed | | | 20.98 | % | | | 4,860 | | | | - | | | | Nov-2016 | |
| | 100% of CDI | | | 14.13 | % | | | 1,450 | | | | - | | | | Dec-2015 | |
| | CDI + 3.50% p.a. | | | 18.12 | % | | | 196,247 | | | | - | | | | Sep-2016 | |
| | CDI + 2.88% p.a. | | | 17.42 | % | | | 108,464 | | | | - | | | | Dec-2015 | |
Working capital | | CDI + 1.43% p.a. | | | 15.80 | % | | | 83,122 | | | | 85,628 | | | | Sep-2016 | |
| | CDI + 1.20% p.a. | | | 15.50 | % | | | 112,195 | | | | 101,515 | | | | Oct-2017 | |
| | US$ + LIBOR | | | 4.45 | % | | | 197,741 | | | | 133,185 | | | | Sep-2016 | |
Other | | | | | - | | | | 47,144 | | | | 7,559 | | | | - | |
| | | | | | | | | 14,181,220 | | | | 7,924,025 | | | | | |
| | | | | | | | | | | | | | | | | | |
Debentures | | | | | | | | | | | | | | | | | | |
Convertible debentures | | URTJLP | | | 8.00 | % | | | 2,539 | | | | - | | | | Jun-2016 | |
Non-convertible debentures | | % of net revenue | | | - | | | | 27,488 | | | | - | | | | - | |
| | Fixed | | | 10.10 | % | | | 164,909 | | | | - | | | | Oct-2020 | |
| | Fixed rate + IPCA | | | 15.26 | % | | | 460,385 | | | | 447,386 | | | | Sep-2020 | |
| | 108% of CDI | | | 15.26 | % | | | 506,980 | | | | - | | | | Jul-2018 | |
| | CDI + 1.3% p.a. | | | 15.61 | % | | | 801,750 | | | | - | | | | Oct-2017 | |
| | CDI + 2.05% p.a. | | | 16.47 | % | | | 1,431,536 | | | | - | | | | Apr-2018 | |
| | CDI | | | 15.16 | % | | | 127,781 | | | | 131,229 | | | | Sep-2019 | |
| | | | | | | | | 3,523,368 | | | | 578,615 | | | | | |
| | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | 17,704,588 | | | | 8,502,640 | | | | | |
| | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | 2,840,406 | | | | 1,056,353 | | | | | |
Non-current | | | | | | | | | 14,864,182 | | | | 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 September 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.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Changes in loans, borrowings and debentures:
At December 31, 2014 | | | 8,502,640 | |
Acquisition | | | 3,052,947 | |
Monetary and exchange variations | | | 3,201,252 | |
Payment | | | (3,508,419 | ) |
Business combination | | | 6,639,223 | |
Other | | | (183,055 | ) |
| | | | |
At September 30, 2015 | | | 17,704,588 | |
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 a quarterly basis, at the end of each period.
On December 31, 2014, ALL failed to meet certain covenants for which waivers were later obtained from creditors releasing ALL from early call of the debt.
Except for BNDES, whose new net debt indicators (EBITDA and ICD) are yet to be set, all other creditors have agreed to a ratio of up to 5.5x net debt / EBITDA. If the negotiations with BNDES require a lower leverage ratio, such ratio will be extended to all other creditors with equivalent covenants conditions. On September 30, 2015, quarterly financial covenants were met within the new established standards.
Debentures have covenants in similar conditions to those described and also had their covenant net debt / EBITDA ratio adjusted to 5.5x.
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 | | | 767,975 | | | | 1,323,001 | | | | 314,772 | | | | 2,405,748 | |
Interests | | | (230,927 | ) | | | (294,637 | ) | | | (56,539 | ) | | | (582,103 | ) |
| | | | | | | | | | | | | | | | |
Present value of | | | | | | | | | | | | | | | | |
minimum lease payments | | | 537,048 | | | | 1,028,364 | | | | 258,233 | | | | 1,823,645 | |
| | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | 537,048 | |
Non-current | | | | | | | | | | | | | | | 1,286,597 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
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 September 30, 2015, the future minimum lease payments under non-cancellable leases were agreements are as follows:
| | September 30, 2015 |
| | COMGÁS | | Cosan Log |
Future minimum lease payments | | | | |
Less than one year | | | 4,072 | | | | 19,294 | |
Between one and five years | | | 3,405 | | | | 22,584 | |
More than five years | | | - | | | | 14,768 | |
| | | 7,477 | | | | 56,646 | |
| | | | | | | | |
Amounts recognized in profit or loss | | | (3,444 | ) | | | (10,884 | ) |
COMGÁS rents properties through 12 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.
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 September 30, 2015 |
| | | | |
Leases | | | 39,125 | | | | 1,986,971 | | | | 2,026,096 | |
Concessions | | | 50,218 | | | | 57,627 | | | | 107,845 | |
| | | | | | | | | | | | |
| | | 89,343 | | | | 2,044,598 | | | | 2,133,941 | |
Current | | | | | | | | | | | 19,545 | |
Non-current | | | | | | | | | | | 2,114,396 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
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, wondering about 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.
ALL Malha Oeste is claiming the reestablishment of the economic-financial balance, lost due to the cancellation of transportation agreements at the moment of privatization setting change in the regulatory environment and conditions set forth in the Notice of 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 saved values by bank guarantee and, in May 2008 the Company redeemed the values. In December 2014 the court recognized the occurrence of economic and financial imbalance of contracts. There remains 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 September 30, 2015 concerning the above claims total:
ALL Malha Paulista | | | 116,038 | |
ALL Malha Oeste | | | 17,690 | |
| | | | |
| | | 133,728 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Natural gas suppliers | | | 1,551,302 | | | | 1,043,997 | |
Judicial deposits(i) | | | (294,976 | ) | | | (294,976 | ) |
Materials and service suppliers | | | 1,036,353 | | | | 363,438 | |
| | | 2,292,679 | | | | 1,112,459 | |
| | | | | | | | |
Current | | | 2,291,288 | | | | 1,112,459 | |
Non-current | | | 1,391 | | | | - | |
| (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. |
On 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 6, 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 September 2015 began to be secured by a bank guarantees. The guaranteed value in the judicial deposit is R$ 294,976 and the guaranteed value through surety is of R$ 528,028.
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Tax Amnesty and | | | | |
Refinancing Program - REFIS(i) | | | 217,793 | | | | 524,703 | |
ICMS - State VAT | | | 83,188 | | | | 67,777 | |
COFINS - Revenue tax | | | 14,305 | | | | 18,702 | |
INSS - Social security | | | 5,275 | | | | 2,739 | |
PIS - Revenue tax | | | 2,949 | | | | 2,511 | |
Other | | | 31,385 | | | | 25,874 | |
| | | 354,895 | | | | 642,306 | |
Current | | | 163,984 | | | | 307,741 | |
Non-current | | | 190,911 | | | | 334,565 | |
| (i) | The portion of R$ 350,301 related to tax debits included in the Brazilian Government’s tax amnesty and refinancing program (“Refis IV”), was offset with the respective recovery balance, as mentioned in Note 7. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 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 |
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Profit before taxes | | | 99,870 | | | | 277,913 | | | | 90,881 | | | | 605,146 | |
Income tax and social | | | | | | | | | | | | | | | | |
contribution at nominal rate (34%) | | | (33,956 | ) | | | (94,490 | ) | | | (30,900 | ) | | | (205,750 | ) |
| | | | | | | | | | | | | | | | |
Adjustments to reconcile nominal to effective tax rate | | | | | | | | | | | | | | | | |
Equity method investments (non-taxable income) | | | 11,308 | | | | 94,631 | | | | 25,772 | | | | 157,057 | |
Differences in tax rates on entities under Brazilian presumed profits tax regime | | | 1,849 | | | | 12,993 | | | | - | | | | 28,652 | |
Tax profit of the activity (operating income) | | | 11,850 | | | | 20,946 | | | | - | | | | - | |
Non-deductible expenses (donations, gifts, etc.) | | | (4,909 | ) | | | (18,627 | ) | | | (1,335 | ) | | | (4,882 | ) |
Amortized goodwill | | | 464 | | | | 927 | | | | - | | | | - | |
Judicial demand related to income tax | | | - | | | | - | | | | - | | | | 13,839 | |
Interest on capital (net received) | | | (12,818 | ) | | | (18,938 | ) | | | (1,085 | ) | | | (6,970 | ) |
Stock options | | | (996 | ) | | | (2,988 | ) | | | (871 | ) | | | (2,614 | ) |
Differences in tax rates on earnings / losses of overseas companies | | | 36,298 | | | | 39,137 | | | | 8,046 | | | | (3,896 | ) |
Tax losses not recorded | | | (24,895 | ) | | | (52,317 | ) | | | 12,899 | | | | (2,490 | ) |
Other | | | (991 | ) | | | (1,379 | ) | | | 3,334 | | | | 1,170 | |
| | | | | | | | | | | | | | | | |
Income tax and social contribution benefit (expense) - current and deferred | | | (16,796 | ) | | | (20,105 | ) | | | 15,860 | | | | (25,884 | ) |
| | | | | | | | | | | | | | | | |
Effective rate - % | | | 16.82 | | | | 7.23 | | | | -17.45 | | | | 4.28 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Deferred income tax assets and liabilities |
| | September 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 | | | 6,372,440 | | | | 1,593,110 | | | | - | | | | 1,593,110 | | | | 319,168 | |
Social contribution tax loss carry forwards | | | 6,418,080 | | | | - | | | | 577,627 | | | | 577,627 | | | | 116,578 | |
| | | | | | | | | | | | | | | | | | | | |
Temporary differences | | | | | | | | | | | | | | | | | | | | |
Foreign currency losses | | | 3,014,087 | | | | 753,522 | | | | 271,268 | | | | 1,024,790 | | | | 303,488 | |
Tax deductible goodwill | | | 579,054 | | | | 144,764 | | | | 52,115 | | | | 196,879 | | | | 298,102 | |
Provision for judicial demands | | | 865,874 | | | | 216,468 | | | | 77,929 | | | | 294,397 | | | | 183,714 | |
Allowance for doubtful accounts | | | 233,541 | | | | 58,385 | | | | 21,019 | | | | 79,404 | | | | 53,385 | |
Profit sharing | | | 84,935 | | | | 21,234 | | | | 7,644 | | | | 28,878 | | | | 11,345 | |
Expenses tax deferred | | | 165,251 | | | | 41,313 | | | | 14,873 | | | | 56,186 | | | | - | |
(-) Credits without estimated realization | | | (4,187,177 | ) | | | (1,046,794 | ) | | | (376,846 | ) | | | (1,423,640 | ) | | | - | |
Unrealized gains on derivatives instruments | | | (1,622,633 | ) | | | (405,658 | ) | | | (146,037 | ) | | | (551,695 | ) | | | (126,351 | ) |
Unrealized gain on sale of investments | | | (35,653 | ) | | | (8,913 | ) | | | (3,209 | ) | | | (12,122 | ) | | | (18,772 | ) |
Impairment | | | 1,003,927 | | | | 250,982 | | | | 90,353 | | | | 341,335 | | | | - | |
Other temporary differences | | | 807,208 | | | | 201,802 | | | | 72,649 | | | | 274,451 | | | | (33,390 | ) |
Property, plant and equipment(ii) | | | (462,042 | ) | | | (115,510 | ) | | | (41,584 | ) | | | (157,094 | ) | | | (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 | | | (1,778,250 | ) | | | (35,565 | ) | | | (19,205 | ) | | | (54,770 | ) | | | (74,801 | ) |
Assets held for sale | | | (242,596 | ) | | | (4,852 | ) | | | (2,620 | ) | | | (7,472 | ) | | | (773 | ) |
Concession contract | | | 49,405 | | | | 12,351 | | | | 4,446 | | | | 16,797 | | | | 15,057 | |
Regulatory asset | | | 242,654 | | | | 60,664 | | | | 21,839 | | | | 82,503 | | | | 82,503 | |
Gains or losses on actuarial liabilities(i) | | | 270,517 | | | | 67,629 | | | | 24,347 | | | | 91,976 | | | | 87,594 | |
Business combination - Property, plant and equipment | | | 802,656 | | | | 200,664 | | | | 72,239 | | | | 272,903 | | | | (27,156 | ) |
Business combination - Intangible assets | | | (11,349,185 | ) | | | (2,837,296 | ) | | | (1,021,427 | ) | | | (3,858,723 | ) | | | (1,390,752 | ) |
Business combination - Other fair value adjustments | | | (188,444 | ) | | | (47,112 | ) | | | (16,960 | ) | | | (64,072 | ) | | | (33,951 | ) |
Other | | | (565,840 | ) | | | (141,460 | ) | | | (50,927 | ) | | | (192,387 | ) | | | (113,393 | ) |
Total net liability | | | | | | | (1,854,858 | ) | | | (670,918 | ) | | | (2,525,776 | ) | | | (1,525,110 | ) |
| | | | | | | | | | | | | | | | | | | | |
Deferred income tax - Assets | | | | | | | | | | | | | | | 1,677,495 | | | | 214,164 | |
Deferred income tax - Liabilities | | | | | | | | | | | | | | | (4,203,271 | ) | | | (1,739,274 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total net deferred taxes | | | | | | | | | | | | | | | (2,525,776 | ) | | | (1,525,110 | ) |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (i) | The credit related to the provision of post-employment benefit plan of the subsidiary COMGÁS, has an estimated period of financial achievement 25-30 years and tax credits on the temporary differences have estimated three to five years. |
| (ii) | Deferred income tax and social contribution of the subsidiary COMGÁS, arising from the review of the calculations of previous years, with the application of life rate provided for in the income tax legislation. The balance will be amortized over the remaining term of the concession pursuant to Article 69 of Law 12,973/14. |
| c) | Changes in deferred income taxes, net: |
At December 31, 2014 – Net deferred tax liability | | | (1,525,110 | ) |
Recorded through income | | | 129,767 | |
Recorded through other comprehensive income | | | 2,875 | |
Business combinations | | | (1,125,795 | ) |
Other | | | (7,513 | ) |
| | | | |
At September 30, 2015 - Net deferred tax liability | | | (2,525,776 | ) |
20 | Provision for legal proceedings |
| | Provision for legal proceedings | | Judicial deposits |
| | September 30, 2015 | | December 31, 2014 | | September 30, 2015 | | December 31, 2014 |
| | | | | | |
Tax | | | 434,581 | | | | 343,038 | | | | 370,885 | | | | 319,444 | |
Civil | | | 272,123 | | | | 139,268 | | | | 180,844 | | | | 48,445 | |
Labor | | | 546,851 | | | | 175,473 | | | | 199,493 | | | | 50,496 | |
| | | | | | | | | | | | | | | | |
| | | 1,253,555 | | | | 657,779 | | | | 751,222 | | | | 418,385 | |
Changes in provision for legal proceedings:
| | Tax | | Civil | | Labor | | Total |
At December 31, 2014 | | 343,038 | | 139,268 | | 175,473 | | 657,779 |
Accruals | | 25,581 | | 15,995 | | 36,669 | | 78,245 |
Write-off / Reversals | | | (21,385 | ) | | | (19,726 | ) | | | (65,022 | ) | | | (106,133 | ) |
Transfers | | | 1,703 | | | | (6,850 | ) | | | - | | | | (5,147 | ) |
Business combinations | | | 66,460 | | | | 107,713 | | | | 378,921 | | | | 553,094 | |
Indexation and interest charges | | | 19,184 | | | | 35,723 | | | | 20,810 | | | | 75,717 | |
| | | | | | | | | | | | | | | | |
At September 30, 2015 | | | 434,581 | | | | 272,123 | | | | 546,851 | | | | 1,253,555 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Judicial claims deemed to be probable losses, fully accrued
| | September 30, 2015 | | December 31, 2014 |
Compensation with FINSOCIAL | | | 254,230 | | | | 241,739 | |
INSS - Social security | | | 56,471 | | | | 47,449 | |
State VAT - ICMS credits | | | 76,217 | | | | 24,231 | |
PIS and COFINS | | | 3,830 | | | | - | |
Other | | | 43,833 | | | | 29,619 | |
| | | | | | | | |
| | | 434,581 | | | | 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 party 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.
Judicial claims deemed as possible losses, and therefore not accrued
| | September 30, 2015 | | December 31, 2014 |
ICMS - State VAT | | | 1,793,264 | | | | 1,572,934 | |
Foreign financial operation(i) | | | 893,551 | | | | - | |
PIS and COFINS - Revenue taxes | | | 834,526 | | | | 680,065 | |
Federal income taxes | | | 816,658 | | | | 751,495 | |
IRRF - Withholding tax | | | 775,381 | | | | 656,087 | |
INSS - Social security and other | | | 568,917 | | | | 530,223 | |
IPI - Excise tax credit - NT | | | 479,941 | | | | 441,707 | |
Goodwill ALL S.A.(ii) | | | 437,322 | | | | - | |
Penalties related to tax positions | | | 251,766 | | | | - | |
Compensation with IPI - IN 67/98 | | | 122,284 | | | | 118,865 | |
MP 470 - Tax installments(iii) | | | 99,224 | | | | - | |
Intermodal | | | 75,441 | | | | - | |
Stock option | | | 56,399 | | | | - | |
Other | | | 1,054,445 | | | | 648,850 | |
| | | | | | | | |
| | | 8,259,119 | | | | 5,400,226 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (i) | The Brazilian Tax Authority assessed ALL Malha Sul arguing that the interest expense on financial investments abroad and loans, would not be deductible. In addition, notice of violation was issued questioning the non-taxation by PIS and COFINS on hedge transactions. The chance of loss is considered possible, since: a) the financial investments were made with countries on which Brazil has treaty providing for the non-taxation; and b) the incidence of PIS and COFINS on hedging transactions was rejected by decree dated 2005. |
| (ii) | Tax assessments issued by the Brazilian Tax Authority in 2011 and 2013 against ALL Holding concerning: a) amortization expense disallowance based on future profitability, as well as financial expenses; and b) non-taxation of supposed capital gain on disposal of equity interest in a company of the same group. |
| (iii) | The Brazilian Tax Authority partially rejected the installment requests for federal tax debts made by ALL Malha Sul and the ALL Intermodal, arguing that the tax losses offered by the companies were not sufficient to discharge of their debts. The probability of loss is considered possible, since the losses pointed existed and were available for such use. |
The civil and labor claims for which unfavorable outcomes are deemed possible are as follow:
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Civil | | | 2,173,270 | | | | 1,118,151 | |
Labor | | | 873,785 | | | | 391,992 | |
| | | | | | | | |
| | | 3,047,055 | | | | 1,510,143 | |
21 | Preferred shareholders payable in subsidiaries |
On June 27, 2014, Cosan S.A. transferred to a newly-incorporated wholly-owned subsidiary, Cosan Investimentos e Participações S.A., its shares in Raízen Energia S.A. and Raízen Combustíveis S.A. in addition to a debenture Cosan S.A. had issued and placed with Banco Bradesco S.A.. The net assets transferred at that date totaled R$ 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 years equivalent to the CDI rate. In the event the accumulated remuneration falls short of the minimum amount prescribed in the formula, as at April 30, 2021, the preferred shareholders will have a put against Cosan S.A. for an amount equivalent to the value of the initial investment plus interest based on the CDI less any CDI-indexed dividends paid.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The investment in the net assets of the joint ventures, Raízen Energia S.A. and Raízen Combustíveis S.A., continue to be accounted for on the equity method without affecting the Company’s 50% interest in the results of each venture. The transaction underlying the Investment Agreement has been classified as a noncurrent financial liability in Cosan´s and Cosan S.A.´s statement of financial position and the statement of profit or loss reflects the CDI equivalent dividends classified as financial expenses.
As of September 30, 2015, Cosan Limited’s share capital is composed of the following:
Shareholders - Common shares | | Class A and / or BDRs | | % | | Class B1 shares | | % |
Queluz Holdings Limited | | | 5,241,111 | | | | 3.01 | | | | 66,321,766 | | | | 68.85 | |
Usina Costa Pinto S.A. Açúcar e Álcool | | | - | | | | - | | | | 30,010,278 | | | | 31.15 | |
Gávea Funds | | | 21,167,463 | | | | 12.14 | | | | - | | | | - | |
Skagen AS | | | 16,120,419 | | | | 9.25 | | | | - | | | | - | |
MSOR Participações S.A. | | | 1,811,250 | | | | 1.04 | | | | - | | | | - | |
Other | | | 124,018,596 | | | | 71.13 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 168,358,839 | | | | 96.56 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 5,996,502 | | | | 3.44 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
There have been no changes to the number of shares issued during the periods presented.
Class B1 shares entitle the holder to 10 votes per share whereas Class A and BDRs’ shares are entitled to one vote per share.
The Company holds 5,996,502 Class A treasury shares as of September 30, 2015 and December 31, 2014 with a market value of US$ 2.89 per share at September 30, 2015 (US$ 7.75 per share at December 31, 2014).
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| c) | Other comprehensive (loss) income |
| | December 31, 2014 | | Comprehensive (loss) income | | September 30, 2015 |
Foreign currency translation differences | | | (298,446 | ) | | | (193,689 | ) | | | (492,135 | ) |
Loss on cash flow hedge in joint ventures and subsidiaries | | | (10,574 | ) | | | (40,790 | ) | | | (51,364 | ) |
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 | ) | | | 4,939 | | | | 3,472 | |
| | | | | | | | | | | | |
Total | | | (72,648 | ) | | | (229,540 | ) | | | (302,188 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (165,618 | ) | | | (197,035 | ) | | | (362,653 | ) |
Non-controlling interests | | | 92,970 | | | | (32,505 | ) | | | 60,465 | |
| | December 31, 2013 | | Comprehensive (loss) income | | September 30, 2014 |
Foreign currency translation differences | | | (223,038 | ) | | | (30,233 | ) | | | (253,271 | ) |
Gain (loss) on cash flow hedge in joint ventures and subsidiaries | | | 43,384 | | | | (54,921 | ) | | | (11,537 | ) |
Revaluation of investment properties reclassified from property, plant and equipment | | | 190,735 | | | | - | | | | 190,735 | |
Actuarial gain on defined benefit plan | | | 16,092 | | | | 1,064 | | | | 17,156 | |
Changes in fair value of available for sale securities, net | | | (7,480 | ) | | | 1,722 | | | | (5,758 | ) |
| | | | | | | | | | | | |
Total | | | 19,693 | | | | (82,368 | ) | | | (62,675 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (84,887 | ) | | | (24,959 | ) | | | (109,846 | ) |
Non-controlling interests | | | 104,580 | | | | (57,409 | ) | | | 47,171 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Numerator | | | | | | | | |
Profit from continuing operations attributable to owners of the Parent | | | | | | | | |
Basic | | | 48,843 | | | | 65,505 | | | | 20,542 | | | | 200,098 | |
Brado's dilutive options | | | (436 | ) | | | - | | | | - | | | | - | |
ALL's debentures | | | (3 | ) | | | (131 | ) | | | - | | | | - | |
Dilutive effect of subsidiary's stock option plan | | | (6 | ) | | | 12 | | | | (9,285 | ) | | | (59,492 | ) |
Dilutive effect of put option | | | (15,601 | ) | | | (15,601 | ) | | | (15,601 | ) | | | (15,601 | ) |
Diluted | | | 32,797 | | | | 49,785 | | | | (4,344 | ) | | | 125,005 | |
| | | | | | | | | | | | | | | | |
Loss from discontinued operations attributable to owners of the Parent | | | | | | | | | | | | | | | | |
Basic | | | (436 | ) | | | (1,031 | ) | | | - | | | | - | |
Dilutive effect of subsidiary's stock option plan | | | - | | | | - | | | | - | | | | - | |
Diluted | | | (436 | ) | | | (1,031 | ) | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
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$ 0.18 | | | | R$ 0.25 | | | | R$ 0.08 | | | | R$ 0.76 | |
Discontinued operations | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | |
| | | R$ 0.18 | | | | R$ 0.25 | | | | R$ 0.08 | | | | R$ 0.76 | |
| | | | | | | | | | | | | | | | |
Diluted earnings (loss) per share | | | | | | | | | | | | | | | | |
Continuing operations | | | R$ 0.12 | | | | R$ 0.19 | | | | (R$ 0.02) | | | | R$ 0.47 | |
Discontinued operations | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | | | | R$ 0.00 | |
| | | R$ 0.12 | | | | R$ 0.19 | | | | (R$ 0.02) | | | | R$ 0.47 | |
ALL Malha Norte issued, for BNDES Participações S.A., convertible debentures remunerated at market interest rates, amounting to R$ 2,539 at September 30, 2015, whose maturity date is June 2016. The conversion, if held on 1 July 2015, would result in the issuance of 560 (13,890 on January 1, 2015) new shares of ALL Malha Norte.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Total outstanding options granted to the Company’s employees were not considered in the calculation of the diluted earnings per share as the strike price was higher than the average market price of the common shares during the period.
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Financial expense | | | | | | | | |
Interest on loans | | | (322,485 | ) | | | (853,549 | ) | | | (177,413 | ) | | | (562,542 | ) |
Interest expense | | | (105,693 | ) | | | (289,655 | ) | | | (55,674 | ) | | | (58,788 | ) |
Indexation expenses | | | (106,575 | ) | | | (218,867 | ) | | | (15,241 | ) | | | (45,870 | ) |
Bank fees | | | (85,507 | ) | | | (176,864 | ) | | | (15,008 | ) | | | (103,594 | ) |
Leases | | | (43,605 | ) | | | (65,822 | ) | | | - | | | | - | |
| | | (663,865 | ) | | | (1,604,757 | ) | | | (263,336 | ) | | | (770,794 | ) |
Financial income | | | | | | | | | | | | | | | | |
Income from short term investments | | | 102,978 | | | | 244,822 | | | | 33,930 | | | | 98,321 | |
Interest income(i) | | | 70,455 | | | | 102,410 | | | | 13,658 | | | | 65,051 | |
Indexation income | | | 24,907 | | | | 42,875 | | | | 3,816 | | | | 10,804 | |
| | | 198,340 | | | | 390,107 | | | | 51,404 | | | | 174,176 | |
| | | | | | | | | | | | | | | | |
Foreign exchange effects, net | | | (271,185 | ) | | | (764,917 | ) | | | (200,171 | ) | | | (103,612 | ) |
| | | | | | | | | | | | | | | | |
Derivative income (losses) | | | | | | | | | | | | | | | | |
Foreign exchange and interest rate derivatives | | | 206,988 | | | | 582,516 | | | | 124,412 | | | | 51,225 | |
| | | 206,988 | | | | 582,516 | | | | 124,412 | | | | 51,225 | |
| | | | | | | | | | | | | | | | |
| | | (529,722 | ) | | | (1,397,051 | ) | | | (287,691 | ) | | | (649,005 | ) |
| (i) | During the period ended September 30, 2015, interest rates were recorded for income tax and social contribution credit of R$ 51,756, due to changes in estimates for tax purposes resulting from the review of the calculation bases, 2009 and 2010, applying the lifetime rate provided in the IN 162/98 for assets belonging to the gas distribution network. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
25 | Other income (expenses), net |
| | July 1, 2015 to September 30, 2015 | | January 1, 2015 to September 30, 2015 | | July 1, 2014 to September 30, 2014 | | January 1, 2014 to September 30, 2014 |
Gain on pre-existing relationship before negotiations for the business combinations | | | - | | | | 29,838 | | | | - | | | | - | |
Changes in the fair value of investment properties | | | - | | | | 23,162 | | | | 18,745 | | | | 63,728 | |
Rental income | | | 271 | | | | 2,400 | | | | 288 | | | | 635 | |
Loss on disposal of non-current assets | | | (103 | ) | | | (2,762 | ) | | | (2,580 | ) | | | (7,387 | ) |
Provisions for legal proceedings | | | (17,867 | ) | | | (37,092 | ) | | | (19,536 | ) | | | (45,765 | ) |
Cost related to internal organization and prospective acquisitions(i) | | | 60 | | | | (106,599 | ) | | | (1,405 | ) | | | (125,617 | ) |
Other | | | 16,428 | | | | 28,438 | | | | (4 | ) | | | 10,954 | |
| | | | | | | | | | | | | | | | |
| | | (1,211 | ) | | | (62,615 | ) | | | (4,492 | ) | | | (103,452 | ) |
| (i) | Refers to costs incurred by the Company with lawyers, consultants, business advisors and other related services for certain reorganizations and prospective acquisitions. |
The carrying amount of financial assets and financial liabilities are as follows:
| | September 30, 2015 | | December 31, 2014 |
Assets | | | | |
Fair value through profit or loss | | | | |
Investment securities | | | 1,093,917 | | | | 149,735 | |
Derivate financial instruments | | | 2,667,353 | | | | 890,578 | |
| | | 3,761,270 | | | | 1,040,313 | |
Loans and receivables | | | | | | | | |
Cash and cash equivalents | | | 2,126,808 | | | | 1,649,340 | |
Trade receivables | | | 1,107,322 | | | | 1,346,101 | |
Related parties | | | 269,701 | | | | 250,884 | |
Dividends receivable | | | 212,938 | | | | 36,130 | |
Other trade receivables | | | 76,445 | | | | 440,180 | |
| | | 3,793,214 | | | | 3,722,635 | |
| | | | | | | | |
Total | | | 7,554,484 | | | | 4,762,948 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Liabilities | | | | | | | | |
Liabilities amortized cost | | | | | | | | |
Loans, borrowings and debentures | | | 12,947,830 | | | | 5,991,887 | |
Leases | | | 1,823,645 | | | | - | |
Trade payables | | | 2,292,679 | | | | 1,112,459 | |
Related parties | | | 202,556 | | | | 137,441 | |
Contingent consideration - Earn out | | | 133,197 | | | | 186,649 | |
Dividends payable | | | 19,232 | | | | 33,354 | |
Tax installments - REFIS | | | 217,793 | | | | 524,703 | |
Preferred shareholders payable in subsidiaries | | | 2,106,730 | | | | 1,926,888 | |
| | | 19,743,662 | | | | 9,913,381 | |
Fair value through profit or loss | | | | | | | | |
Loans, borrowings and debentures | | | 4,756,758 | | | | 2,510,753 | |
Advances on real state credits | | | 306,097 | | | | - | |
Pension and post-employment benefits | | | 317,864 | | | | 301,850 | |
Derivative financial instruments | | | 769,217 | | | | 333,435 | |
| | | 6,149,936 | | | | 3,146,038 | |
| | | | | | | | |
Total | | | 25,893,598 | | | | 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.
Risk management structure
As at September 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(i) | | Fair value | | |
| | September 30, 2015 | | December 31, 2014 | | September 30, 2015 | | December 31, 2014 | | P&L(ii) |
Exchange rate derivatives | | | | | | | | | | |
Swap agreements | | | - | | | | 828,443 | | | | - | | | | 330,099 | | | | - | |
Forward agreements | | | 1,808,948 | | | | 178,127 | | | | 294,470 | | | | 21,250 | | | | 301,936 | |
Options | | | - | | | | - | | | | - | | | | (8,842 | ) | | | 217,992 | |
| | | 1,808,948 | | | | 1,006,570 | | | | 294,470 | | | | 342,507 | | | | 519,928 | |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 865,002 | | | | 221,560 | | | | (105,218 | ) | | | (40,330 | ) | | | (100,357 | ) |
Cross currency interest rate swaps | | | 2,877,281 | | | | 1,659,904 | | | | 1,708,884 | | | | 254,966 | | | | 500,420 | |
| | | 3,742,283 | | | | 1,881,464 | | | | 1,603,666 | | | | 214,636 | | | | 400,063 | |
Total financial instruments | | | | | | | | | | | 1,898,136 | | | | 557,143 | | | | 919,991 | |
| | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | 2,667,353 | | | | 890,578 | | | | | |
Liabilities | | | | | | | | | | | (769,217 | ) | | | (333,435 | ) | | | | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| (i) | These amounts corresponds to the notional in USD translated to R$ by exchange rate contracted. |
| (ii) | 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$ 337,475 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.
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:
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Cash and cash equivalents | | | 2,126,808 | | | | 1,649,340 | |
Investment securities | | | 1,093,917 | | | | 149,735 | |
Trade receivables | | | 1,107,322 | | | | 1,346,101 | |
Derivative financial instruments | | | 2,667,353 | | | | 890,578 | |
Receivables from related parties | | | 269,701 | | | | 250,884 | |
Other trade receivables | | | 76,445 | | | | 440,180 | |
Dividends receivable | | | 212,938 | | | | 36,130 | |
| | | | | | | | |
| | | 7,554,484 | | | | 4,762,948 | |
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 (Note 13).
Cosan’s policy is to provide financial guarantees only to subsidiaries (Note 14).
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
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:
| | September 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 | | | (5,030,040 | ) | | | (7,887,178 | ) | | | (8,950,354 | ) | | | (9,887,626 | ) | | | (31,755,198 | ) | | | (14,988,841 | ) |
Trade payables | | | (2,291,288 | ) | | | (1,391 | ) | | | - | | | | - | | | | (2,292,679 | ) | | | (1,034,282 | ) |
REFIS | | | (22,386 | ) | | | (21,484 | ) | | | (42,968 | ) | | | (130,955 | ) | | | (217,793 | ) | | | (524,704 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (7,343,714 | ) | | | (7,910,053 | ) | | | (8,993,322 | ) | | | (10,018,581 | ) | | | (34,265,670 | ) | | | (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.
As at September 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:
| | September 30, 2015 | | December 31, 2014 |
| | R$ | | USD | | R$ | | USD |
Cash and cash equivalents | | | 132,391 | | | | 33,324 | | | | 40,782 | | | | 15,354 | |
Trade receivables | | | 7 | | | | 2 | | | | 4,708 | | | | 1,772 | |
Loans, borrowings and debentures(i) | | | (6,775,710 | ) | | | (1,705,412 | ) | | | (4,337,999 | ) | | | (1,633,160 | ) |
Contingent consideration - Earn out | | | (48,476 | ) | | | (12,202 | ) | | | (47,340 | ) | | | (17,822 | ) |
Derivative financial instruments(i) | | | 6,766,762 | | | | 1,703,160 | | | | 9,235,274 | | | | 3,745,648 | |
| | | | | | | | | | | | | | | | |
Foreign exchange exposure, net | | | 74,974 | | | | 18,872 | | | | 4,895,425 | | | | 2,111,792 | |
| (i) | These amounts corresponds to the notional in USD translated to R$, by exchange rate at September 30, 2015. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| i. | Sensitivity analysis on changes in foreign exchange rates |
The probable scenario was defined based on the U.S. Dollar market rates as at September 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 September 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$/US$) |
| | September | | Scenario |
| | 30, 2015 | | Probable | | 25% | | 50% | | -25% | | -50% |
At September 30, 2015 | | | 3.9729 | | | | 3.9729 | | | | 4.9661 | | | | 5.9594 | | | | 2.9797 | | | | 1.9865 | |
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 | | | 132,391 | | | | 33,098 | | | | 66,196 | | | | (33,098 | ) | | | (66,196 | ) |
Exchange rate derivatives | | USD fluctuation | | | 1,808,948 | | | | 519,475 | | | | 1,038,951 | | | | (519,475 | ) | | | (1,038,951 | ) |
Exchange rate | | USD and | | | | | | | | | | | | | | | | | | | | |
and interest derivatives(i) | | CDI fluctuation | | | 2,877,281 | | | | 1,140,260 | | | | 2,280,520 | | | | (1,140,260 | ) | | | (2,280,520 | ) |
Loans, borrowings | | | | | | | | | | | | | | | | | | | | | | |
and debentures | | USD fluctuation | | | (6,775,710 | ) | | | (1,693,928 | ) | | | (3,387,855 | ) | | | 1,693,928 | | | | 3,387,855 | |
Contingent consideration - Earn out | | USD fluctuation | | | (48,476 | ) | | | (12,119 | ) | | | (24,238 | ) | | | 12,119 | | | | 24,238 | |
| | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | 83,915 | | | | 20,979 | | | | 41,958 | | | | (20,979 | ) | | | (41,958 | ) |
| (i) | For sensitivity analysis, it’s only considered exchange rate swaps. |
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:
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | September 30, 2015 |
Exposure interest rate(i) | | Balance | | 25% | | 50% | | -25% | | -50% |
Cash and cash equivalents | | | 1,945,035 | | | | 76,814 | | | | 147,744 | | | | (64,916 | ) | | | (135,714 | ) |
Investment securities | | | 1,093,917 | | | | 43,202 | | | | 83,094 | | | | (36,510 | ) | | | (76,328 | ) |
Loans, borrowings and debentures | | | (17,704,588 | ) | | | (494,955 | ) | | | (989,910 | ) | | | 494,955 | | | | 989,910 | |
Derivative financial instruments | | | 69,994 | | | | 29,004 | | | | 51,117 | | | | (36,897 | ) | | | (85,978 | ) |
| | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | | | (345,935 | ) | | | (707,955 | ) | | | 356,632 | | | | 691,890 | |
| (i) | The CDI and TJLP indexes considered of 14.25% and 6.50%, 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) |
| | September 30, 2015 | | December 31, 2014 | | September 30, 2015 | | December 31, 2014 |
Assets | | | | | | | | |
Cash and cash equivalents | | | 2,126,808 | | | | 1,649,340 | | | | 2,126,808 | | | | 1,649,340 | |
Investment securities | | | 1,093,917 | | | | 149,735 | | | | 1,093,917 | | | | 149,735 | |
Trade receivables | | | 1,107,322 | | | | 1,346,101 | | | | 1,107,322 | | | | 1,346,101 | |
Derivative financial instruments | | | 2,667,353 | | | | 890,578 | | | | 2,667,353 | | | | 890,578 | |
Related parties | | | 269,701 | | | | 250,884 | | | | 269,701 | | | | 250,884 | |
Other trade receivables | | | 76,445 | | | | 440,180 | | | | 76,445 | | | | 440,180 | |
Dividends receivable | | | 212,938 | | | | 36,130 | | | | 212,938 | | | | 36,130 | |
| | | | | | | | | | | | | | | | |
Total | | | 7,554,484 | | | | 4,762,948 | | | | 7,554,484 | | | | 4,762,948 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 17,704,588 | | | | 8,502,640 | | | | 16,614,559 | | | | 8,287,378 | |
Advances on real estate credits | | | 306,097 | | | | - | | | | 306,097 | | | | - | |
Derivative financial instruments | | | 769,217 | | | | 333,435 | | | | 769,217 | | | | 333,435 | |
Trade payables | | | 2,292,679 | | | | 1,112,459 | | | | 2,292,679 | | | | 1,112,459 | |
Payables to related parties | | | 202,556 | | | | 137,441 | | | | 202,556 | | | | 137,441 | |
Leases | | | 1,823,645 | | | | - | | | | 1,823,645 | | | | - | |
Preferred shareholders payable in subsidiaries | | | 2,106,730 | | | | 1,926,888 | | | | 2,106,730 | | | | 1,926,888 | |
Tax installments - REFIS | | | 217,793 | | | | 524,703 | | | | 217,793 | | | | 524,703 | |
Contingent consideration - Earn out | | | 133,197 | | | | 186,649 | | | | 133,197 | | | | 186,649 | |
Dividends payable | | | 19,232 | | | | 33,354 | | | | 19,232 | | | | 33,354 | |
| | | | | | | | | | | | | | | | |
Total | | | 25,575,734 | | | | 12,757,569 | | | | 24,485,705 | | | | 12,542,307 | |
| (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. |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
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 | | | (88,646 | ) | | | (71,330 | ) | | | (159,976 | ) |
Fair value | | | 654,249 | | | | (477,913 | ) | | | 176,336 | |
| | | | | | | | | | | | |
At September 30, 2015 | | | 1,918,399 | | | | (732,329 | ) | | | 1,186,070 | |
Assets and liabilities | | | | | | |
measured at fair value | | Level 1 | | Level 2 | | Total |
At September 30, 2015 | | | | | | |
Cash and cash equivalents | | | 181,773 | | | | 1,945,035 | | | | 2,126,808 | |
Derivative financial assets | | | - | | | | 2,667,353 | | | | 2,667,353 | |
Derivative financial liabilities | | | - | | | | (769,217 | ) | | | (769,217 | ) |
Loans, borrowings and debentures | | | - | | | | (4,756,758 | ) | | | (4,756,758 | ) |
Advances on real state credits | | | - | | | | (306,097 | ) | | | (306,097 | ) |
Investment securities | | | - | | | | 1,093,917 | | | | 1,093,917 | |
Assets held for sale | | | - | | | | 289,295 | | | | 289,295 | |
Investment properties | | | - | | | | 2,385,932 | | | | 2,385,932 | |
| | | | | | | | | | | | |
Total | | | 181,773 | | | | 2,549,460 | | | | 2,731,233 | |
| | | | | | | | | | | | |
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 | |
Investment securities | | | - | | | | 149,735 | | | | 149,735 | |
Assets held for sale | | | - | | | | 25,089 | | | | 25,089 | |
Investment properties | | | - | | | | 2,641,978 | | | | 2,641,978 | |
| | | | | | | | | | | | |
Total | | | - | | | | 7,033,560 | | | | 7,033,560 | |
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
28 | Pension and post-employment benefit plans |
| | September 30, 2015 | | December 31, 2014 |
| | | | |
Futura | | | 26,125 | | | | 23,048 | |
Futura II | | | 289 | | | | 240 | |
COMGÁS | | | 291,450 | | | | 278,562 | |
| | | | | | | | |
Total | | | 317,864 | | | | 301,850 | |
Pension plans
Defined benefit
Cosan Lubrificantes e Especialidades S.A. has a non-contributory defined benefit pension plan (Futura, formerly Previd Exxon) for certain employees upon retirement. This plan was amended to close it to new entrants and approved by the relevant authorities on May 5, 2011. No new employees are eligible to participate on the plan, contributions ceased, and participants are guaranteed a benefit proportionate to their accumulated entitlement as at March 31, 2011. During the three and nine month periods September 30, 2015, the amounts of contributions totaled R$ 722 and R$ 2,263, respectively (R$ 1,064 and R$ 3,119 for the three and nine month periods ended September 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 nine month periods ended September 30, 2015, the amounts of contributions totaled R$ 382 and R$ 1,191, respectively (R$ 441 and R$ 1,448 for the three and nine month periods ended September 30, 2014, respectively).
COMGÁS offers a supplementary retirement plan, through a defined contribution Free Benefit Generating Plan (“PGBL”). During the three and nine month periods ended September 30, 2015, employers’ contributions to the plan totaled R$ 8,770 and R$ 26,309, respectively (R$ 8,186 and R$ 24,559 for the three and nine month periods ended September 30, 2014, respectively).
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
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
capital at that time. On the same date the eligible executives were informed about the terms and conditions of the stock-option plan.
At August 31, 2015, 759,000 stock options were granted with vesting period of 5 years. The exercise period ends on August 31, 2022.
According to the average market value of the shares over a 30 day period ending at issuance, the exercise price was defined to be R$19.96 per share, without any discount.
The numbers of options outstanding as of September 30, 2015 is 9,671,000 (8,512,000 in the nine month period ended September 30, 2014), with a weighted average exercise price of R$ 27.84 (R$ 25.22 at September 30, 2014).
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 option was recalculated on the merger date, April 1, 2014.
The total of 1,478,659 options were assumed by Rumo. The fair value per option is R$ 0.18 as calculated using the binominal method. The average exercise price is R$ 5.03. This measure generated 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 September 30, 2015 are as follows:
Selling, general and administrative expenses | | | (1,997 | ) |
Financial results | | | (4,201 | ) |
Loss before taxes | | | (6,198 | ) |
| | | | |
Income tax (expense) benefit | | | (8 | ) |
Loss from discontinued operations, net of tax | | | (6,206 | ) |
The operating cash flow from discontinued operations amounted to an outflow of R$ 153.
Cosan Limited
Notes to the consolidated interim financial statements
For the three and nine month periods ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Cosan Log
On October 2, 2015, the Board of Directors approved the creation of the Plan Option or Share Subscription - Calendar Year 2015 ("2015 Program").
A total of 4,485,238 options were granted at an exercise price of R$ 7.31 (adjusted by IPCA). This plan has a vesting period of 5 years and options can be exercised between October 1, 2020 and up to 2 years after that date.
***
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: | November 18, 2015 | | By: | | /s/ Marcelo Eduardo Martins |
| | | | Name: | Marcelo Eduardo Martins |
| | | | Title: | Chief Financial Officer |