Exhibit 13.3
Raízen Group
Combined consolidated financial statements as of
and for the year ended March 31, 2016
and independent auditors’ report
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Raízen Group
Combined consolidated financial statements as of and
for the year ended March 31, 2016 and independent auditors’ report
Contents
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Independent auditors’ report
The Board of Directors and Shareholders
Raízen Energia S.A. and Raízen Combustiveis S.A.:
We have audited the accompanying combined consolidated statement of financial position of Raízen Energia S.A. and Raízen Combustiveis S.A. (“Raízen Group”) as of March 31, 2016 and the related combined consolidated statements of income, other comprehensive income, changes in equity, and cash flows for the year ended March 31, 2016. These combined consolidated financial statements are the responsibility of the Raízen Group’s management. Our responsibility is to express an opinion on these combined consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Raízen Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the combined consolidated financial statements referred to above present fairly, in all material respects, the financial position of Raízen Group as of March 31, 2016, and the results of their operations and their cash flows for the year ended March 31, 2016 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We draw attention to Note 2.1 (a) to the combined consolidated financial statements, which describes the basis of preparation and presentation of these combined consolidated financial statements. These combined consolidated financial statements do not necessarily represent the financial position, financial performance, or related cash flows that would have been obtained if the Raízen Group had operated as a single legal entity during the period. The combined consolidated financial statements were prepared to present the financial position, performance, and cash flows of the entities under indirect joint control of Cosan Limited and Royal Dutch Shell and, therefore may not be useful for others purposes. Our conclusion is unqualified in respect to this matter.
KPMG Auditores Indepedentes
São Paulo, June 3, 2016
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Independent Auditor’s Report
To the Board of Directors and Shareholders of Raízen Energia S.A. and Raízen Combustíveis S.A
We have audited the accompanying combined consolidated financial statements of Raízen Energia S.A. and Raízen Combustíveis S.A “Raízen Group”, which comprise the combined consolidated balance sheet as of March 31, 2015, and the related combined consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the two years then ended.
Management’s Responsibility for the Combined Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the combined consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the combined consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the combined consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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Raízen Energia S.A. and Raízen Combustíveis S.A (Raízen Group)
Opinion
In our opinion, the combined consolidated financial statements referred to above present fairly, in all material respects, the financial position of Raízen Group at March 31, 2015 and the results of their operations and their cash flows for the two years then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Emphasis – Combination of the Financial Statement
As discussed in Note 2.1 (a) to the combined consolidated financial statement, the business included in these combined consolidated financial statements does not operate as a single legal entity. Therefore, these combined consolidated financial statements do not necessarily represent the results that would have been obtained if these companies had operated as a single legal entity during the period, nor does it indicate any future results. Our opinion is not modified with respect to this matter.
Campinas, Brazil
June 22, 2015
/s/ PricewaterhouseCoopers
Auditores Independentes
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RAÍZEN Group
Combined consolidated statement of financial position as of March 31
(In thousands of reais – R$)
| | | | | | | | | | |
| | Note | | 2016 | | | 2015 | |
Assets | | | | | | | | | | |
Current assets | | | | | | | | | | |
Cash and cash equivalents | | 3 | | | 4,372,631 | | | | 4,028,230 | |
Restricted cash | | 4 | | | 874,605 | | | | 188,624 | |
Derivative financial instruments | | 23 | | | 638,079 | | | | 875,205 | |
Trade accounts receivable | | 5 | | | 1,758,781 | | | | 1,605,174 | |
Inventories | | 6 | | | 1,677,331 | | | | 1,433,947 | |
Income and social contribution taxes recoverable | | 15.b | | | 378,215 | | | | 51,231 | |
Recoverable taxes and contributions | | | | | 428,959 | | | | 325,138 | |
Dividends receivable | | | | | 20,014 | | | | — | |
Advances to suppliers | | | | | 210,215 | | | | 214,743 | |
Other financial assets | | 7 | | | 10,028 | | | | 12,931 | |
Related parties | | 8 | | | 491,358 | | | | 334,697 | |
Assets held for sale | | 9.b | | | 243,086 | | | | — | |
Other receivables | | | | | 186,457 | | | | 75,743 | |
| | | | | | | | | | |
| | | | | 11,289,759 | | | | 9,145,663 | |
| | | | | | | | | | |
Non-current assets | | | | | | | | | | |
Trade accounts receivable | | 5 | | | 305,586 | | | | 298,254 | |
Derivative financial instruments | | 23 | | | 597,653 | | | | 315,279 | |
Other financial assets | | 7 | | | 1,445,442 | | | | 968,420 | |
Income and social contribution taxes recoverable | | 15.b | | | 560,920 | | | | 508,360 | |
Recoverable taxes and contributions | | | | | 306,854 | | | | 348,652 | |
Related parties | | 8 | | | 713,635 | | | | 916,066 | |
Advances to suppliers | | | | | 34,820 | | | | 55,172 | |
Deferred income and social contribution tax | | 15.d | | | 233,018 | | | | 326,178 | |
Judicial deposits | | 16 | | | 293,465 | | | | 276,795 | |
Other receivables | | | | | 84,659 | | | | 54,540 | |
Investments | | 9 | | | 210,425 | | | | 469,563 | |
Biological assets | | 10 | | | 2,463,488 | | | | 1,959,859 | |
Property, plant and equipment | | 11 | | | 9,411,748 | | | | 9,496,877 | |
Intangible assets | | 12 | | | 3,992,791 | | | | 3,854,445 | |
| | | | | | | | | | |
| | | | | 20,654,504 | | | | 19,848,460 | |
| | | | | | | | | | |
Total assets | | | | | 31,944,263 | | | | 28,994,123 | |
| | | | | | | | | | |
The notes are an integral part of these combined consolidated financial information.
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RAÍZEN Group
Combined consolidated statement of financial position as of March 31
(In thousands of reais – R$) (continued)
| | | | | | | | | | |
| | Note | | 2016 | | | 2015 | |
Liabilities | | | | | | | | | | |
Current liabilities | | | | | | | | | | |
Loans and financing | | 14 | | | 1,639,509 | | | | 1,386,583 | |
Derivative financial instruments | | 23 | | | 579,278 | | | | 243,997 | |
Suppliers | | 13 | | | 1,665,971 | | | | 1,329,591 | |
Salaries and wages payable | | | | | 494,543 | | | | 424,674 | |
Income and social contribution taxes payable | | 15.c | | | 116,943 | | | | 21,733 | |
Taxes payable | | | | | 228,523 | | | | 184,719 | |
Dividends and interest on own capital payable | | 18.c | | | 284,794 | | | | 135,023 | |
Related parties | | 8 | | | 860,980 | | | | 262,269 | |
Advances from clients | | | | | 105,912 | | | | 132,138 | |
Other liabilities | | | | | 480,622 | | | | 349,179 | |
| | | | | | | | | | |
| | | | | 6,457,075 | | | | 4,469,906 | |
| | | | | | | | | | |
Non-current liabilities | | | | | | | | | | |
Loans and financing | | 14 | | | 11,213,217 | | | | 10,532,010 | |
Derivative financial instruments | | 23 | | | 325,944 | | | | 56,231 | |
Taxes payable | | | | | 11,437 | | | | 175,097 | |
Related parties | | 8 | | | 1,240,405 | | | | 932,431 | |
Provision for legal disputes | | 16 | | | 761,616 | | | | 775,031 | |
Deferred income and social contribution tax | | 15.d | | | 232,976 | | | | 275,400 | |
Other liabilities | | | | | 376,707 | | | | 398,093 | |
| | | | | | | | | | |
| | | | | 14,162,302 | | | | 13,144,293 | |
| | | | | | | | | | |
Total liabilities | | | | | 20,619,377 | | | | 17,614,199 | |
| | | | | | | | | | |
Equity | | | | | | | | | | |
Attributed to controlling shareholders | | | | | | | | | | |
Share capital | | 18.a | | | 8,256,042 | | | | 8,117,972 | |
Capital reserves | | 18.b | | | 1,672,262 | | | | 1,812,202 | |
Equity valuation adjustment | | 18.d | | | (533,611 | ) | | | 14,663 | |
Profit reserves | | 18.c & 18.e | | | 1,760,620 | | | | 1,282,926 | |
| | | | | | | | | | |
| | | | | 11,155,313 | | | | 11,227,763 | |
Non-controlling interests | | | | | 169,573 | | | | 152,161 | |
| | | | | | | | | | |
Total equity | | | | | 11,324,886 | | | | 11,379,924 | |
| | | | | | | | | | |
Total liabilities and equity | | | | | 31,944,263 | | | | 28,994,123 | |
| | | | | | | | | | |
The notes are an integral part of these combined consolidated financial information.
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RAÍZEN Group
Combined consolidated statement of income
Years ended March 31
(In thousands of reais – R$)
| | | | | | | | | | | | | | |
| | Note | | 2016 | | | 2015 | | | 2014 | |
Net operating revenue | | 19 | | | 74,109,187 | | | | 65,092,729 | | | | 58,350,177 | |
Cost of goods sold and services provided | | 20 | | | (67,815,344 | ) | | | (60,487,102 | ) | | | (53,851,225 | ) |
| | | | | | | | | | | | | | |
Gross income | | | | | 6,293,843 | | | | 4,605,627 | | | | 4,498,952 | |
| | | | | | | | | | | | | | |
Operating income (expenses) | | | | | | | | | | | | | | |
Selling | | 20 | | | (1,814,897 | ) | | | (1,675,793 | ) | | | (1,652,352 | ) |
General and administrative expenses | | 20 | | | (924,070 | ) | | | (869,888 | ) | | | (930,896 | ) |
Other operating income, net | | 21 | | | 398,472 | | | | 470,153 | | | | 520,989 | |
Equity income of associated companies | | 9 | | | (65,891 | ) | | | (20,242 | ) | | | (24,355 | ) |
| | | | | | | | | | | | | | |
| | | | | (2,406,386 | ) | | | (2,095,770 | ) | | | (2,086,614 | ) |
| | | | | | | | | | | | | | |
Income before financial income and taxes on profit | | | | | 3,887,457 | | | | 2,509,857 | | | | 2,412,338 | |
| | | | | | | | | | | | | | |
Financial income (loss) | | | | | | | | | | | | | | |
Financial expenses | | 22 | | | (968,872 | ) | | | (717,961 | ) | | | (527,684 | ) |
Financial income | | 22 | | | 731,821 | | | | 492,377 | | | | 317,607 | |
Exchange variation, net | | 22 | | | (373,960 | ) | | | (1,319,651 | ) | | | (440,610 | ) |
Net effect of the derivatives | | 22 | | | 171,435 | | | | 720,082 | | | | (20,783 | ) |
| | | | | | | | | | | | | | |
| | | | | (439,576 | ) | | | (825,153 | ) | | | (671,470 | ) |
| | | | | | | | | | | | | | |
Income before income and social contribution taxes | | | | | 3,447,881 | | | | 1,684,704 | | | | 1,740,868 | |
| | | | | | | | | | | | | | |
Income and social contribution taxes | | 15 | | | | | | | | | | | | |
Current | | | | | (658,545 | ) | | | (384,424 | ) | | | (404,897 | ) |
Deferred | | | | | (411,369 | ) | | | 51,292 | | | | (107,503 | ) |
| | | | | | | | | | | | | | |
| | | | | (1,069,914 | ) | | | (333,132 | ) | | | (512,400 | ) |
| | | | | | | | | | | | | | |
Net income for the year | | | | | 2,377,967 | | | | 1,351,572 | | | | 1,228,468 | |
| | | | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | | | |
Group’s controlling shareholders | | | | | 2,341,778 | | | | 1,313,293 | | | | 1204.429 | |
Group’s non-controlling shareholders | | | | | 36,189 | | | | 38,279 | | | | 24,039 | |
| | | | | | | | | | | | | | |
| | | | | 2,377,967 | | | | 1,351,572 | | | | 1,228,468 | |
| | | | | | | | | | | | | | |
The notes are an integral part of these combined consolidated financial information.
8
RAÍZEN Group
Combined consolidated statement of comprehensive income
Years ended March 31
(In thousands of reais – R$)
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Net income for the year | | | 2,377,967 | | | | 1,351,572 | | | | 1,228,468 | |
Comprehensive income | | | | | | | | | | | | |
Items that will not be reclassified to profit or loss | | | | | | | | | | | | |
Gain (loss) actuarial, net (1) | | | 705 | | | | (14,041 | ) | | | (354 | ) |
Deferred taxes on actuarial gains/losses (Note 15.e) | | | (241 | ) | | | 4,719 | | | | 120 | |
| | | | | | | | | | | | |
| | | 464 | | | | (9,322 | ) | | | (234 | ) |
| | | | | | | | | | | | |
Items that are or may be reclassified to income | | | | | | | | | | | | |
Net gain (loss) on financial instruments designated as hedge accounting (Note 23.e) | | | (831,530 | ) | | | 51,965 | | | | (168,292 | ) |
Effect of foreign currency translation—CTA | | | 57 | | | | 535 | | | | 1,082 | |
Deferred taxes on adjustments (Note 15.e) | | | 282,735 | | | | (17,681 | ) | | | 57,221 | |
| | | | | | | | | | | | |
| | | (548,738 | ) | | | 34,819 | | | | (109,989 | ) |
| | | | | | | | | | | | |
Other components of the comprehensive income for the year | | | (548,274 | ) | | | 25,497 | | | | (110,223 | ) |
| | | | | | | | | | | | |
Total comprehensive income for the year | | | 1,829,693 | | | | 1,377,069 | | | | 1,118,245 | |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Group’s controlling shareholders | | | 1,793,504 | | | | 1,338,800 | | | | 1,094,206 | |
Group’s non-controlling shareholders | | | 36,189 | | | | 38,269 | | | | 24,039 | |
| | | | | | | | | | | | |
| | | 1,829,693 | | | | 1,377,069 | | | | 1,118,245 | |
| | | | | | | | | | | | |
(1) | At March 31, 2015, it included a balance of actuarial liabilities totaling R$ 158, accounted for in the thermal power plants (UTEs) directly or indirectly controlled by RESA, for which deferred taxes are calculated due to the fact that these companies are taxed under the presumed profit method. |
The notes are an integral part of these combined consolidated financial information.
9
RAÍZEN Group
Combined consolidated statement of changes in equity
Years ended March 31
(In thousands of reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Attributable to Group’s shareholders | | | | | | | |
| | | | | Capital reserves | | | Profit reserves | | | | | | | | | | | | | |
| | Share capital | | | Capital reserve | | | Special Law No. 8.200/91 | | | Goodwill special reserve | | | Equity valuation adjustment | | | Tax incentives | | | Legal | | | Profit retention | | | Retained earnings (losses) | | | Total | | | Interest of non- controlling shareholders | | | Total equity* | |
March 31, 2015 | | | 8,117,972 | | | | 1,564,831 | | | | 4,260 | | | | 243,111 | | | | 14,663 | | | | 30,256 | | | | 247,208 | | | | 1,005,462 | | | | — | | | | 11,227,763 | | | | 152,161 | | | | 11,379,924 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,341,778 | | | | 2,341,778 | | | | 36,189 | | | | 2,377,967 | |
Actuarial gain, net | | | — | | | | — | | | | — | | | | — | | | | 464 | | | | — | | | | — | | | | — | | | | — | | | | 464 | | | | — | | | | 464 | |
Net loss with financial instruments designated as hedge accounting | | | — | | | | — | | | | — | | | | — | | | | (548,795 | ) | | | — | | | | — | | | | — | | | | — | | | | (548,795 | ) | | | — | | | | (548,795 | ) |
Effect of foreign currency translation—CTA | | | — | | | | — | | | | — | | | | — | | | | 57 | | | | — | | | | — | | | | — | | | | — | | | | 57 | | | | — | | | | 57 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the year | | | — | | | | — | | | | — | | | | — | | | | (548,274 | ) | | | — | | | | — | | | | — | | | | 2,341,778 | | | | 1,793,504 | | | | 36,189 | | | | 1,829,693 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions from (distributions to) Group’s shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation of tax incentive reserve of subsidiaries (Note 18.e.iii) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 139,885 | | | | — | | | | — | | | | (139,885 | ) | | | — | | | | — | | | | — | |
Capitalization of dividends to holders of preferred shares (Notes 18.a and 18.e) | | | 138,070 | | | | (138,070 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (729 | ) | | | (729 | ) | | | — | | | | (729 | ) |
Destination of dividends and interest on own capital (Notes 18.b and 18.e) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (727,160 | ) | | | (1,137,650 | ) | | | (1,864,810 | ) | | | (20,755 | ) | | | (1,885,565 | ) |
Reversal of minimum mandatory dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,372 | | | | 2,372 | |
Partial realization of reserve | | | — | | | | — | | | | (1,456 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,456 | | | | — | | | | — | | | | — | |
Formation of profit reserves and others | | | — | | | | (414 | ) | | | — | | | | — | | | | — | | | | — | | | | 59,282 | | | | 1,005,687 | | | | (1,064,970 | ) | | | (415 | ) | | | 569 | | | | 154 | |
Initial recognition of non-controlling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (963 | ) | | | (963 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions from (distributions to) Group’s shareholders | | | 138,070 | | | | (138,484 | ) | | | (1,456 | ) | | | — | | | | — | | | | 139,885 | | | | 59,282 | | | | 278,527 | | | | (2,341,778 | ) | | | (1,865,954 | ) | | | (18,777 | ) | | | (1,884,731 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 8,256,042 | | | | 1,426,347 | | | | 2,804 | | | | 243,111 | | | | (533,611 | ) | | | 170,141 | | | | 306,490 | | | | 1,283,989 | | | | — | | | | 11,155,313 | | | | 169,573 | | | | 11,324,886 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | As described on Note 2.1(a) combined consolidated companies do not operate as a single legal entity |
The notes are an integral part of these combined consolidated financial information.
10
RAÍZEN Group
Combined consolidated statement of changes in equity
Years ended March 31
(In thousands of reais – R$) Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Attributable to Group’s shareholders | | | | | | | |
| | | | | Capital reserves | | | | | | Profit reserves | | | | | | | | | | | | | |
| | Share capital | | | Capital reserve | | | Special Law No. 8.200/91 | | | Goodwill special reserve | | | Equity valuation adjustment | | | Tax incentives | | | Legal | | | Profit retention | | | Retained earnings (losses) | | | Total | | | Interest of non- controlling shareholders | | | Total equity* | |
March 31, 2014 | | | 7,821,406 | | | | 1,726,692 | | | | 7,813 | | | | 241,107 | | | | (10,844 | ) | | | 30,256 | | | | 181,545 | | | | 873,015 | | | | — | | | | 10,870,990 | | | | 110,877 | | | | 10,981,867 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,313,293 | | | | 1,313,293 | | | | 38,279 | | | | 1,351,572 | |
Actuarial loss, net | | | — | | | | — | | | | — | | | | — | | | | (9,312 | ) | | | — | | | | — | | | | — | | | | — | | | | (9,312 | ) | | | (10 | ) | | | (9,322 | ) |
Net gain on financial instruments designated as hedge accounting | | | — | | | | — | | | | — | | | | — | | | | 34,284 | | | | — | | | | — | | | | — | | | | — | | | | 34,284 | | | | — | | | | 34,284 | |
Effect of foreign currency translation—CTA | | | — | | | | — | | | | — | | | | — | | | | 535 | | | | — | | | | — | | | | — | | | | — | | | | 535 | | | | — | | | | 535 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the year | | | — | | | | — | | | | — | | | | — | | | | 25,507 | | | | — | | | | — | | | | — | | | | 1,313,293 | | | | 1,338,800 | | | | 38,269 | | | | 1,377,069 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions from (distributions to) Group’s shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital increase | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,956 | | | | 9,956 | |
Effect of downstream merger | | | — | | | | — | | | | — | | | | 2,004 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,004 | | | | — | | | | 2,004 | |
Capitalization of dividends to holders of preferred shares | | | 296,566 | | | | (164,377 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (50,714 | ) | | | (1,582 | ) | | | 79,893 | | | | — | | | | 79,893 | |
Destination of dividends and interest on own capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (246,682 | ) | | | (819,758 | ) | | | (1,066,440 | ) | | | (9,544 | ) | | | (1,075,984 | ) |
Effect of operations in associated companies | | | — | | | | 992 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 992 | | | | — | | | | 992 | |
Partial realization of reserve | | | — | | | | — | | | | (3,553 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,553 | | | | — | | | | — | | | | — | |
Formation of reserves and others | | | — | | | | 1,524 | | | | — | | | | — | | | | — | | | | — | | | | 65,663 | | | | 429,843 | | | | (495,506 | ) | | | 1,524 | | | | 2,603 | | | | 4,127 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions from (distributions to) Group’s shareholders | | | 296,566 | | | | (161,861 | ) | | | (3,553 | ) | | | 2,004 | | | | — | | | | — | | | | 65,663 | | | | 132,447 | | | | (1,313,293 | ) | | | (982,027 | ) | | | 3,015 | | | | (979,012 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 8,117,972 | | | | 1,564,831 | | | | 4,260 | | | | 243,111 | | | | 14,663 | | | | 30,256 | | | | 247,208 | | | | 1,005,462 | | | | — | | | | 11,227,763 | | | | 152,161 | | | | 11,379,924 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | As described on Note 2.1(a) combined consolidated companies do not operate as a single legal entity |
The notes are an integral part of these combined consolidated financial information.
11
RAÍZEN Group
Combined consolidated statement of changes in equity
Years ended March 31
(In thousands of reais – R$) Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Attributable to Group’s shareholders | | | | | | | |
| | | | | Capital reserves | | | | | | Profit reserves | | | | | | | | | | | | | |
| | Share capital | | | Capital reserve | | | Special Law No. 8.200/91 | | | Goodwill special reserve | | | Equity valuation adjustment | | | Tax incentives | | | Legal | | | Profit retention | | | Retained earnings (losses) | | | Total | | | Interest of non- controlling shareholders | | | Total equity* | |
March 31, 2013 | | | 7,562,754 | | | | 1,746,290 | | | | 13,102 | | | | 241,107 | | | | 99,379 | | | | — | | | | 121,323 | | | | 1,031,294 | | | | — | | | | 10,815,249 | | | | 113,174 | | | | 10,928,423 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,204,429 | | | | 1,204,429 | | | | 24,039 | | | | 1,228,468 | |
Actuarial loss, net | | | — | | | | — | | | | — | | | | — | | | | (234 | ) | | | — | | | | — | | | | — | | | | — | | | | (234 | ) | | | — | | | | (234 | ) |
Net loss with financial instruments designated as hedge accounting | | | — | | | | — | | | | — | | | | — | | | | (111,071 | ) | | | — | | | | — | | | | — | | | | — | | | | (111,071 | ) | | | — | | | | (111,071 | ) |
Effect of foreign currency translation—CTA | | | — | | | | — | | | | — | | | | — | | | | 1,082 | | | | — | | | | — | | | | — | | | | — | | | | 1,082 | | | | — | | | | 1,082 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the year | | | — | | | | — | | | | — | | | | — | | | | (110,223 | ) | | | — | | | | — | | | | — | | | | 1,204,429 | | | | 1,094,206 | | | | 24,039 | | | | 1,118,245 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transfers among reserves | | | — | | | | (3 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions from (distributions to) Group’s shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital increase | | | 8,427 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,427 | | | | — | | | | 8,427 | |
Excess amount paid on acquisition of an additional ownership interest in a subsidiary | | | — | | | | (5,973 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5,973 | ) | | | — | | | | (5,973 | ) |
Reduction due to acquisition of full ownership interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (17,927 | ) | | | (17,927 | ) |
Reversal of accumulated translation adjustments arising from downstream merger | | | — | | | | (20,168 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (20,168 | ) | | | — | | | | (20,168 | ) |
Allocation of tax incentives reserves of subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | 30,256 | | | | — | | | | (16,221 | ) | | | (14,035 | ) | | | — | | | | — | | | | — | |
Reversal of dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 596 | | | | — | | | | 596 | | | | 3,624 | | | | 4,220 | |
Capitalization of dividends to holders of preferred shares | | | 250,225 | | | | 3,743 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6,916 | ) | | | (231,497 | ) | | | 15,555 | | | | (2,539 | ) | | | 13,016 | |
Destination of dividends and interest on own capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (458,898 | ) | | | (584,036 | ) | | | (1,042,934 | ) | | | (7,992 | ) | | | (1,050,926 | ) |
Effect of operations in subsidiaries and associated companies | | | — | | | | 1,301 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,229 | | | | — | | | | 4,530 | | | | — | | | | 4,530 | |
Partial realization of reserve | | | — | | | | — | | | | (5,289 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,289 | | | | — | | | | — | | | | — | |
Formation of reserves | | | — | | | | 1,502 | | | | — | | | | — | | | | — | | | | — | | | | 60,222 | | | | 319,928 | | | | (380,150 | ) | | | 1,502 | | | | (1,502 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions from (distributions to) Group’s shareholders | | | 258,652 | | | | (19,595 | ) | | | (5,289 | ) | | | — | | | | — | | | | 30,256 | | | | 60,222 | | | | (158,282 | ) | | | (1,204,429 | ) | | | (1,038,465 | ) | | | (26,336 | ) | | | (1,064,801 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 7,821,406 | | | | 1,726,692 | | | | 7,813 | | | | 241,107 | | | | (10,844 | ) | | | 30,256 | | | | 181,545 | | | | 873,015 | | | | — | | | | 10,870,990 | | | | 110,877 | | | | 10,981,867 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | As described on Note 2.1(a) combined consolidated companies do not operate as a single legal entity |
The notes are an integral part of these combined consolidated financial information.
12
RAÍZEN Group
Combined consolidated statement of cash flows
Years ended March 31
(In thousands of reais – R$)
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Cash flow from operating activities | | | | | | | | | | | | |
Income before income and social contribution taxes | | | 3,447,881 | | | | 1,684,704 | | | | 1,740,868 | |
Adjustments: | | | | | | | | | | | | |
Depreciation and amortization (Notes 19 and 20.a) | | | 2,410,149 | | | | 2,381,165 | | | | 2,151,603 | |
Change in fair value of biological assets (Note 20.a) | | | (637,936 | ) | | | 32,697 | | | | 64,918 | |
Equity in net income of associated companies (Note 9) | | | 65,891 | | | | 20,242 | | | | 24,355 | |
Gain on disposal of property, plant and equipment (Note 21) | | | (70,981 | ) | | | (132,824 | ) | | | (230,284 | ) |
Capital gain on dilution of ownership interest in associated company (Notes 9.b and 21) | | | (15,583 | ) | | | (30,333 | ) | | | — | |
Formation of allowance for doubtful accounts, net | | | 37,592 | | | | 5,530 | | | | 3,258 | |
Income from investment grants (Notes 20, 11 and 21) | | | (40,646 | ) | | | (59,557 | ) | | | (32,090 | ) |
Formation of provision for legal disputes, net | | | 12,561 | | | | 10,969 | | | | 33,331 | |
Interest, monetary and exchange variations, net | | | 1,105,403 | | | | 1,985,296 | | | | 820,854 | |
Change in fair value of financial instruments (Notes 14, 22 and 23) | | | (49,556 | ) | | | — | | | | — | |
Amortization of prepaid revenues | | | (46,740 | ) | | | (49,115 | ) | | | (48,028 | ) |
Amortization of expenses paid in advance | | | 63,822 | | | | 57,864 | | | | 43,590 | |
Unrealized gain on derivative transactions | | | (711,899 | ) | | | (413,449 | ) | | | (63,162 | ) |
Gain on fair value of shares (Note 21) | | | — | | | | (40,366 | ) | | | — | |
Provision (reversal) for losses in property, plant and equipment and intangible assets, net (Notes 11 and 12) | | | (1,869 | ) | | | 63,738 | | | | 777 | |
Other | | | (71,197 | ) | | | 19,472 | | | | 6.633 | |
Changes in assets and liabilities | | | | | | | | | | | | |
Trade accounts receivable and advances from clients | | | (46,957 | ) | | | 123,128 | | | | 13,540 | |
Inventories | | | (180,481 | ) | | | 16,139 | | | | (175,631 | ) |
Restricted cash | | | (651,056 | ) | | | 116,714 | | | | (147,009 | ) |
Derivative financial instruments | | | 419,131 | | | | (18,377 | ) | | | (21,121 | ) |
Other financial assets | | | — | | | | 48,910 | | | | (1 | ) |
Related parties, commercial operations | | | 81,899 | | | | (19,267 | ) | | | 206,616 | |
Suppliers and advances to suppliers | | | 177,061 | | | | (130,480 | ) | | | 242,588 | |
Taxes and contributions, net | | | (180,500 | ) | | | (294,912 | ) | | | (296,031 | ) |
Salaries and wages payable | | | 49,301 | | | | 44,306 | | | | 18,032 | |
Judicial deposits | | | (49,699 | ) | | | (28,051 | ) | | | (74,620 | ) |
Other assets and liabilities, net | | | 43,672 | | | | (64,832 | ) | | | (78,226 | ) |
Income and social contribution taxes on net income—paid | | | (303,043 | ) | | | (256,749 | ) | | | (292,685 | ) |
| | | | | | | | | | | | |
Net cash generated from operating activities | | | 4,856,220 | | | | 5,072,562 | | | | 3,912,075 | |
| | | | | | | | | | | | |
Cash flow from investing activities | | | | | | | | | | | | |
Acquisition of new businesses, net of cash acquired (Note 26) | | | — | | | | (177,744 | ) | | | (298,903 | ) |
Additions to investments (Note 9.b) | | | (48,513 | ) | | | (58,964 | ) | | | (57,131 | ) |
Additions to property, plant and equipment and intangible assets (Notes 11 and 12) | | | (1,720,201 | ) | | | (2,122,489 | ) | | | (2,227,680 | ) |
Cash received upon disposal of fixed assets | | | 152,064 | | | | 221,122 | | | | 393,798 | |
Dividends received from affiliates | | | 3,242 | | | | 13,880 | | | | 919 | |
Additions to biological assets (planting and crop treatment) (Note 12) | | | (701,680 | ) | | | (851,411 | ) | | | (838,647 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (2,315,088 | ) | | | (2,975,606 | ) | | | (3,027,644 | ) |
| | | | | | | | | | | | |
Cash flow from financing activities | | | | | | | | | | | | |
Loans and financing | | | 2,951,102 | | | | 6,087,282 | | | | 2,502,428 | |
Issue of debentures, net of funding costs | | | — | | | | — | | | | 747,710 | |
Amortization of principal of loans and financing | | | (2,701,957 | ) | | | (4,727,142 | ) | | | (2,063,952 | ) |
Interest paid on loans and financing | | | (732,085 | ) | | | (540,670 | ) | | | (393,245 | ) |
Financial investments linked to financing (Restricted cash) | | | (9,527 | ) | | | 22,046 | | | | 3,155 | |
Dividends and interest on own capital paid | | | (1,701,132 | ) | | | (1,257,490 | ) | | | (1,164,461 | ) |
Other | | | 19 | | | | 9,627 | | | | (54,175 | ) |
| | | | | | | | | | | | |
Net cash used in financing activities | | | (2,193,580 | ) | | | (406,347 | ) | | | (422,540 | ) |
| | | | | | | | | | | | |
Increase in cash and cash equivalents, net | | | 347,552 | | | | 1,690,609 | | | | 461,891 | |
Cash and cash equivalents at the beginning of the year (Note 3) | | | 4,028,230 | | | | 2,337,621 | | | | 1,875,730 | |
Effect of exchange variation on cash and cash equivalents | | | (3,151 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Cash and cash equivalents at the end of the year (Note 3) | | | 4,372,631 | | | | 4,028,230 | | | | 2,337,621 | |
| | | | | | | | | | | | |
The notes are an integral part of these combined consolidated financial information.
13
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Raízen Group (“Group”) is basically engaged in the following activities and comprises the following companies:
(a) | Raízen Energia S.A. and subsidiaries (“Raízen Energia” or “RESA”): |
RESA is a publicly held corporation, registered with the CVM (Securities Commission), category B, headquartered in the city and state of São Paulo, Brazil. RESA was organized on June 1, 2011 and is indirectly and jointly controlled by Royal Dutch Shell (“Shell”) and Cosan Limited (“Cosan”).
RESA engages in producing and marketing sugar and ethanol, and the trading, both domestically and abroad through its subsidiaries Raízen Trading LLP and Raízen International Universal Corporation, and co-generating energy produced from bagasse at its 24 plants located in Brazil’s Center-Southern Region.
Sugarcane farming requires a period ranging from 12 to 18 months for maturing and usually harvesting and starts between the months of April and May every year, and usually ends between November and December, period in which sugar, ethanol and energy are also produced. Production is sold during the whole year and does not fluctuate over the seasons, but is affected by normal market supply and demand fluctuations. Because of RESA’s production cycle, its fiscal year and the fiscal year of Raízen Combustíveis S.A. and therefore of Raízen Group starts on April 1 and ends on March 31.
(b) | Raízen Combustíveis S.A. and its subsidiaries (“Raízen Combustíveis” or “RCSA”): |
RCSA is a closely-held corporation and is headquartered in the city and state of Rio de Janeiro, Brazil. RCSA is indirectly jointly-controlled by Shell and Cosan.
RCSA is engaged in: (i) distributing and marketing oil and ethanol by-products, and other fluid hydrocarbons and their by-products under Shell brand; (ii) marketing natural gas and operating as commercial representative for the sale of lubricants at gas stations; (iii) purchasing and selling products and merchandise at convenience stores; (iv) importing and exporting the products previously mentioned and; (v) holding ownership interest in other companies.
14
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
(c) | Capital transactions with shareholders and transfer of debts between RESA and RCSA |
At the Board of Directors’ Meeting held on August 31, 2015, the Group entities’s directors approved the execution of Private Agreements for Assumption of Debts and Other Covenants, under which RCSA assumed liabilities arising from export prepayment contracts (PPEs) and linked swap contracts of RESA, and in return will receive a consideration from the latter equivalent to the amount of the debt, as presented below:
| | | | | | | | | | | | | | | | |
RESA’s contracts assumed by RCSA | | Currency | | | RESA’s debt assumed by RCSA | | | Consideration paid by RESA to RCSA | | | Amount (in R$) | |
PPE | | US$ | | | | | 75,967 | | | | 75,967 | | | | 277,258 | |
PPE | | US$ | | | | | 90,617 | | | | 90,617 | | | | 330,724 | |
PPE | | US$ | | | | | 91,376 | | | | 91,376 | | | | 333,494 | |
PPE | | US$ | | | | | 92,040 | | | | 92,040 | | | | 335,919 | |
| | | | | | | | | | | | | | | | |
| | | | | | | 350,000 | | | | 350,000 | | | | 1,277,395 | |
PPE | | € | | | | | 40,000 | | | | 40,000 | | | | 163,916 | |
PPE | | € | | | | | 66,000 | | | | 66,000 | | | | 270,461 | |
| | | | | | | | | | | | | | | | |
| | | | | | | 106,000 | | | | 106,000 | | | | 434,377 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 1,711,772 | |
| | | | | | | | | | | | | | | | |
In a Special Shareholders’ Meeting held on August 31, 2015, shareholders Shell and Cosan decided and approved redemption of 1,641,750,012 common shares as an RCSA share capital decrease in the amount of R$1,500,000. This redemption of common shares and share capital decrease were made in proportion to interest held by shareholders, corresponding to 50% of each one’s common shares.
Additionally, at the Special Shareholders’ Meeting Shell and Cosan’s shareholders decided and approved RESA’s capital increase of R$1,500,000 in domestic currency through issuance of 1,340,687,564 new nominative common shares, carried out proportionately to 50% interest held by shareholders. Liquidation occurred through the RCSA’s share capital decrease in the same amount of RESA’s capital increase.
These operations are presented in the statement of cash flows, on a net basis, within “Cash flows from financing activities”.
The event above did not cause changes in the Group’s shareholding control or financial position, since the stockholders Shell and Cosan maintained joint control through a 50% interest in the capital of RCSA and RESA, and, consequently, of the Group.
15
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The synergy between RESA and RCSA makes Raízen Group to be currently positioned in a special place in the Brazilian market. The two companies work in a complementary manner, and therefore, reporting their combined businesses is a key tool to allow the market to evaluate the Group as a whole.
Although they are not set up as a group pursuant to article 265 of Brazilian Corporate Law (“LSA”), the Raízen Group discloses combined consolidated financial statements to provide information that best reflects their gross cash flows from operating activities.
The Raízen Group’s combined consolidated financial statements are being presented exclusively to provide information about all the Raízen Group’s activities in a single set of financial statements, regardless of the Group’s corporate structure.
During year ended March 31, 2016, 2015 and 2014, the Group were subject to the following corporate reorganizations: (i) capital increase at Saturno Investimentos Imobiliários Ltda. (“Saturno”); (ii) merger of Sampras Participações Ltda (“Sampras”); (iii) capital increase at Bioenergia Jataí Ltda. (“Bio Jatai”); (iv) acquisition of Latina Distribuidora de Petróleo Ltda. (“Latina”); (v) acquisition of Cerrado Açúcar Álcool S.A. (“Cerrado”); (vi) corporate restructuring involving net assets relating to the electricity cogeneration activity; (vii) corporate reorganization involving net assets related to real estate investment activity; (viii) corporate restructuring relating to the downstream merger of Curupay Agroenergia Ltda. (“Curupay”) by TEAS—Terminal Exportador de Álcool de Santos Ltda.; (ix) acquisition of interest in the associated company Serviços e Tecnologia de Pagamentos S.A. (“STP”); and (x) acquisition of the shares of Costa Rica Canavieira Ltda. (“Costa Rica”). Details of these transactions are described in Note 26.
2. | Significant accounting policies |
The combined consolidated financial statements have been prepared and are being presented in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The issuance of the combined consolidated financial statements of Raízen Group was authorized by the Management on June 3, 2016.
These combined consolidated financial statements include the accounts of the following companies:
• | | Raízen Energia S.A. and its subsidiaries |
• | | Raízen Combustíveis S.A. and its subsidiaries |
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the combined consolidated financial information.
16
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The combined consolidated companies do not operate as a single legal entity, and therefore the combined consolidated financial information are not necessarily indicative of the results reported or future results that would be reported by those companies if they were operating as a single legal entity. Therefore, the combined consolidated financial statements should not be relied upon to calculate dividends, taxes or statutory purposes.
The assets and shareholders’ equity as of March 31, 2016 and 2015, as well as income (loss) for the years ended March 31, 2016 and 2015 and other comprehensive income as of March 31, 2016 and 2015 of the companies that comprise the combined consolidated financial statements and the respective combined consolidated balances, after the elimination of intragroup transactions, are as follows:
| | | | | | | | | | | | | | | | |
| | Total assets | | | Total equity | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Raízen Energia S.A. and its subsidiaries | | | 22,783,373 | | | | 21,746,337 | | | | 8,555,233 | | | | 6,775,209 | |
Raízen Combustíveis S.A. and its subsidiaries | | | 10,766,366 | | | | 10,492,669 | | | | 2,777,806 | | | | 4,604,715 | |
| | | | | | | | | | | | | | | | |
| | | 33,549,739 | | | | 32,239,006 | | | | 11,333,039 | | | | 11,379,924 | |
| | | | | | | | | | | | | | | | |
Elimination of balances receivable from commercial transactions | | | (1,605,476 | ) | | | (3,244,883 | ) | | | (8,153 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Combined consolidated balances | | | 31,944,263 | | | | 28,994,123 | | | | 11,324,886 | | | | 11,379,924 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Net income | |
| | 2016 | | | 2015 | | | 2014 | |
Raízen Energia S.A. and its subsidiaries | | | 1,185,644 | | | | 110,999 | | | | 140,883 | |
Raízen Combustíveis S.A. and its subsidiaries | | | 1,200,476 | | | | 1,240,573 | | | | 1,087,585 | |
| | | | | | | | | | | | |
Elimination of commercial transactions, unrealized profits and financial operations | | | (8,153 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Combined consolidated income | | | 2,377,967 | | | | 1,351,572 | | | | 1,228,468 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Other comprehensive income | |
| | 2016 | | | 2015 | | | 2014 | |
Raízen Energia S.A. and its subsidiaries | | | 676,400 | | | | 136,916 | | | | 30,835 | |
Raízen Combustíveis S.A. and its subsidiaries | | | 1,161,446 | | | | 1,240,153 | | | | 1,087,410 | |
| | | | | | | | | | | | |
Elimination of commercial transactions, unrealized profits and financial operations | | | (8,153 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Combined consolidated income | | | 1,829,693 | | | | 1,377,069 | | | | 1,118,245 | |
| | | | | | | | | | | | |
The combined consolidated financial statements are a single set of combined consolidated financial statements of two or more entities that are jointly controlled. RESA and RCSA used the definition of control in conformity with the IFRS 10, with respect to both the existence of joint control and also to the consolidation procedures as mentioned before.
17
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The combined consolidated financial statements were prepared using historical cost as the value base, except, when applicable, for the valuation of material assets and liabilities such as derivative and non-derivative financial instruments, agricultural products and biological assets, which are measured at fair value.
c) | Functional currency and presentation currency |
These combined consolidated financial statements are being presented in reais, functional currency of the two parents. The financial statements of each subsidiary included in the consolidation and combination, as well as those utilized as a basis to account for investments under the equity method, are prepared based on the functional currency of each company.
For the subsidiaries located abroad, the financial statements have been translated into reais based on the foreign exchange rate in effect at the end of the year. The results were calculated at the average monthly rate during the year. Translation effects are recognized in equity.
d) | Significant judgments, estimates and assumptions |
The preparation of combined consolidated financial statements requires Management to make judgments and estimates and make assumptions that affect the amounts presented for revenues, expenses, assets and liabilities on the reporting date of the financial statements.
These estimates and assumptions are reviewed in a continuous manner. Reviews in relation to accounting estimates are recognized in the period in which the estimates are reviewed and in any future periods affected.
Should there be a significant change in the facts and circumstances on which the estimates and assumptions made are based, there may be a material impact on the Group’s results and financial position.
The significant accounting estimates and assumptions are set out below:
Income tax, social contribution and other taxes payable
The Group is subject to income tax and social contribution in all countries in which it operates. Significant judgment is required to determine the provision for income taxes in these various countries.
In many operations, the final determination of the tax is uncertain. The Group also recognizes provisions to cover certain situations in which it is probable that additional tax amounts will be owed. When final result of such issues differs from initially estimated and recorded amounts, these differences affect current and deferred tax liabilities in the period in which definitive value is determined.
18
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Investment grants—Value-added Tax on Sales and Services (ICMS)
The Group, through RESA’s subsidiaries Raízen Centroeste Açúcar e Álcool Ltda. (“Raízen Centroeste”) and Raízen Caarapó Açúcar e Álcool Ltda. (“Raízen Caarapó”), joined a tax incentive program to finance a portion of the ICMS due. The use of this investment grant by the Group is conditioned on compliance with all the obligations established under the program, which are controlled by the Group. The income from these incentives is recorded in the statement of income for the year, as disclosed in Note 21.
Deferred income and social contribution tax
Deferred income tax and social contribution assets are recognized for all tax loss carry forwards not utilized to the extent that it is probable that there will be future taxable income to allow their use in the future. Substantial judgment from Management is required to determine the amount of the deferred income tax and social contribution assets that can be recognized, based on the reasonable term and amount of future taxable income, along with future tax rationalization.
Deferred income tax assets and liabilities are presented at their net value in the statement of financial position only when there is the legal right and the intention of offsetting them upon calculation of current taxes, related to the same legal entity and the same tax authority. For further details on deferred taxes, see Note 15.
Biological assets and agricultural products
Biological assets are measured at fair value at the point of harvest, and the effects of changes in fair value between the periods are recognized directly in the cost of products sold. For further information on the assumptions used, see Note 10.
The fair value of agricultural produce is calculated at each reporting date, through an analysis of the average production cost of the sugarcane harvested in relation to its market value.
Property, plant and equipment and intangible assets, including goodwill
The accounting treatment given to property, plant and equipment and intangible assets includes estimates to determine the useful life for depreciation and amortization purposes, in addition to the fair value at acquisition date of the assets acquired through business combinations.
Currently, the Group performs impairment tests on the assets with an indefinite useful life, especially goodwill supported by future profitability.
The determination of the recoverable amount of the cash-generating unit to which the goodwill was allocated also includes the use of estimates and assumptions and requires a significant degree of Management’s judgment.
19
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Provision for tax, civil, environmental and labor contingencies
The Group constitutes a provision for tax, civil, environmental and labor contingencies. Determination of the likelihood of loss includes determination of available evidence, hierarchy of laws, jurisprudence available, more recent court decisions and relevance thereof in legal system, as well as evaluation of internal and external attorneys. Such provisions are reviewed and adjusted to take into account changes in circumstances, such as statute of limitations applicable, tax inspection conclusions or additional exposures identified based on new matters or court decisions.
Provision for removal of storage tanks
Future costs with removal of fuel storage tanks are estimated and recorded as part of the costs of these assets, with a corresponding entry to the provision that supports such costs. These costs are presented as property, plant and equipment, with a corresponding entry to non-current or current liabilities. The estimates for these costs are recorded at the present value of these obligations, discounted at a risk-free interest rate.
Fair value of financial instruments
When the fair value of the financial assets and liabilities presented in the statement of financial position cannot be obtained from active markets, it is determined by using valuation techniques, including the discounted cash flow method. The data for these methods are based on those adopted by the market, when possible. However, when such data is not available, a certain level of judgment is required to establish the fair value. Judgment includes considerations on the data utilized, such as liquidity risk, credit risk and volatility. Changes in the assumptions related to these factors can affect the fair value presented for the financial instruments. For more details on financial instruments, see Note 23.
20
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
2.2 | Basis of consolidation and combination |
The combined consolidated financial statements include information on RESA and its subsidiaries, and RCSA and its subsidiaries, for the periods ended March 31, 2016, 2015 and 2014. The direct and indirect subsidiaries of RCSA and RESA are listed below:
| | | | | | | | | | | | |
Subsidiaries of RESA | | Direct and indirect ownership interests | |
| | 2016 | | | 2015 | | | 2014 | |
Agrícola Ponte Alta Ltda. | | | 100% | | | | 100% | | | | 100% | |
Agropecuária Santa Hermínia Ltda. | | | 100% | | | | 100% | | | | 100% | |
América Trading Investments | | | 100% | | | | 100% | | | | 100% | |
Benálcool Açúcar e Álcool Ltda. | | | 100% | | | | 100% | | | | 100% | |
Bioenergia Araraquara Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Barra Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Caarapó Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Costa Pinto Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Gasa Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Jataí Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Maracaí Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Rafard Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Serra Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Tarumã Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Bioenergia Univalem Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
Curupay Agroenergia Ltda. (Note 26) | | | — | | | | — | | | | 100% | |
Raízen Açúcar Ltda (established on March 7, 2016). | | | 100% | | | | — | | | | — | |
Raízen Araraquara Açúcar e Álcool Ltda. | | | 100% | | | | 100% | | | | 100% | |
Raízen Ásia PT Ltd. | | | 100% | | | | 100% | | | | 100% | |
Raízen Biotecnologia S.A. | | | 100% | | | | 100% | | | | 100% | |
Raízen Caarapó Açúcar e Álcool Ltda. | | | 100% | | | | 100% | | | | 100% | |
Raízen Centroeste Açúcar e Álcool Ltda. | | | 100% | | | | 100% | | | | 100% | |
Raízen Energy Finance Ltd. | | | 100% | | | | 100% | | | | 100% | |
Raízen International Universal Corp. | | | 100% | | | | 100% | | | | 100% | |
Raízen Luxembourg S.A. (formerly named Raízen Cayman Ltd.) | | | 100% | | | | 100% | | | | 100% | |
Raízen North América, Inc. | | | 100% | | | | 100% | | | | 100% | |
Raízen Paraguaçú Ltda. | | | 100% | | | | 100% | | | | 100% | |
Raízen Tarumã Ltda. | | | 100% | | | | 100% | | | | 100% | |
Raízen Trading LLP | | | 100% | | | | 100% | | | | 100% | |
TEAS Terminal Exportador de Álcool de Santos Ltda. | | | 100% | | | | 100% | | | | 100% | |
Unimodal Ltda. | | | 73.41% | | | | — | | | | — | |
| | | | | | | | | | | | |
Subsidiaries of RCSA | | Direct and indirect ownership interests | |
| | 2016 | | | 2015 | | | 2014 | |
Blueway Trading Importação e Exportação Ltda. | | | 100% | | | | 100% | | | | 100% | |
Petróleo Sabbá S.A. | | | 80% | | | | 80% | | | | 80% | |
Raízen Fuels Finance Limited. | | | 100% | | | | 100% | | | | 100% | |
Raízen Mime Combustíveis S.A. | | | 76% | | | | 76% | | | | 76% | |
Sabor Raíz Alimentação S.A. (“Sabor Raiz”)(1) | | | 60% | | | | 60% | | | | — | |
Sampras Participações Ltda. (Note 26) | | | — | | | | 100% | | | | 100% | |
Saturno Investimentos Imobiliários Ltda. (Note 26) | | | 100% | | | | 100% | | | | — | |
(1) | During the fiscal year ended March 31, 2015, the partners of Sabor Raíz approved the constitution and capital increase in the total amount of R$ 21,000, totaled subscribed and parcial integralized, R$ 12,600 was contributed by RCSA, through its subsidiaries Sampras Participações Ltda. (“Sampras”) and R$ 8,400 by the non-controlled shareholder. On March 31, 2015, the portion to be paid by RCSA and non-controlling shareholder is R$ 10,800 and R$ 7,200, respectively. The increase capital was made by Sampras and represented a share participation of 60% on the capital of Sabor Raíz. |
21
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The subsidiaries are fully consolidated from the date of control on acquisition, and continue to be consolidated up to the date when control no longer exists. The financial statements of the subsidiaries are prepared for the same reporting period as the Group, and utilizing accounting policies consistent with the policies adopted by the Group.
All balances maintained between combined consolidated companies, revenues and expenses, unrealized gains and losses, arising from transactions between companies are eliminated as a whole.
A change in the ownership interest in a subsidiary which does not result in loss of control is accounted for as a transaction between shareholders in equity.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is equal to the fair value of the assets transferred, liabilities incurred and equity instruments issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement, when applicable. Acquisition-related costs are recorded in the statement of income as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Non-controlling interests to be recognized are determined for each acquisition carried out.
The excess of the consideration transferred plus the acquisition-date fair value of any previous ownership interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. For acquisitions in which the Group attributes fair value to non-controlling interests, the determination of goodwill also includes the value of any non-controlling interest in the acquiree, and the goodwill is determined considering the Group’s and non-controlling interests. When the consideration transferred is less than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the statement of income for the year.
2.3 | Description of significant accounting policies |
The accounting policies described below have been consistently applied to all the years presented in these combined consolidated financial statements.
Revenues from sales of products or goods, including sales in the foreign market made by RESA’s subsidiaries, Raízen Trading LLP and Raízen International Universal Corporation, are recognized when the entity transfers to the buyer the significant risks and rewards of ownership of the products and goods, and when it is probable that future economic benefits will be received by companies of the Group. Selling prices are established based on purchase orders or contracts.
Goods or services whose revenue is deferred are recognized within “Other obligations” and accounted for as revenues upon delivery of the goods or provision of the services.
22
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The revenue from the sale of the electric power co-generated is recorded based on the assured energy and the tariffs specified in the supply agreement, or the current market price, according to each case. The electric power produced and sold through auctions is initially recognized as prepaid income, and is only recognized in the statement of income for the year when it is available to be used by the clients.
Revenue from leases and storage comprises leases of gas stations and storage of fuel and similar products in the RCSA terminals, and is recognized as the services are rendered, under Other operating income, net (Note 21).
Revenue is presented net of taxes (Excise Tax—IPI, Value-added Tax on Sales and Services—ICMS, Social Integration Program—PIS, Social Contribution on Revenues (COFINS), Economic Domain Intervention Contribution (CIDE), National Institute of Social Security (INSS) etc.), returns, rebates and discounts, amortization referring to exclusive supply rights, as well as of sales between Group companies.
b) | Foreign currency transactions |
Foreign currency transactions are translated into the functional currency (the real) using the exchange rates prevailing at the dates of the transactions, or the dates of valuation when items are remeasured.
Monetary assets and liabilities denominated in a foreign currency are converted into reais using the foreign exchange rates prevailing at the reporting date, and foreign exchange gains and losses arising from the settlement of these transactions and the translation at year-end exchange rates are recognized in the statement of income within Finance income (losses), unless they qualify as hedge accounting, in which case they are recognized in comprehensive income (loss).
Non-monetary items that are measured at their historical cost in a foreign currency are translated using the translation rate of the transaction start date. Non-monetary assets that are measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value is determined.
c) | Financial instruments—Initial recognition and subsequent measurement |
Initial recognition and measurement
Financial assets are classified in the following categories: at fair value through profit or loss and loans and receivables. The Group classifies its financial assets upon initial recognition.
Financial assets are initially recognized at fair value plus, in the case of investments not carried at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
The Group’s financial assets are presented in Note 23.
23
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification, which can be as follows:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and assets designated in the initial recognition, as measured at fair value through profit or loss. They are classified as held-for-trading if they are originated with the purpose of being sold or repurchased in the short term. Derivatives are also measured at fair value through profit or loss, except for those designated as hedging instruments, which are maintained in equity and subsequently recognized in the statement of income, as described in Item V below. Interest, monetary restatement and foreign exchange variation and variations arising from measurement at fair value in income (loss) when incurred, under Financial income (loss).
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments and usually not quoted in an active market. After the initial measurement, these financial assets are accounted for at amortized cost using the effective interest rate method (effective interest rate), less impairment loss, when applicable. Amortized cost is calculated taking into account any discount or “premium” in the acquisition and fees or costs incurred. The amortization of the effective interest rate method is included under Financial income (loss) in the statement of income.
Derecognition (write-off)
A financial asset is written off when: (i) The rights to receive cash flows from the asset expire, and, (ii) the Group transfers its rights to receive cash flows from the asset or assumes an obligation to pay the cash flows received in full without material delay to a third party under a ‘pass-through’ arrangement; and (a) the Group transfers substantially all risks and rewards of the assets, or (b) the Group neither transfers nor retains substantially all the risks and rewards related to the asset, but transfers the control over the asset.
Impairment of financial assets
The Group assesses, at the reporting dates, whether there is any evidence that determines that an asset or group of financial assets is impaired. The Company assesses, at the reporting dates, whether there is any evidence that determines that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is considered impaired if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (known as a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets and can be reliably estimated.
24
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The criteria used by the Group to determine whether there is objective evidence of an impairment loss include: (i) issuer or debtor’s relevant financial difficulties; (ii) a breach of contract, such as a default or delay on payment of interest or the principal; (iii) The Group, due to economic or legal reasons relating to the financial difficulty of the borrower, assures the borrower a concession that the creditor would not consider; (iv) It is likely that the borrower will declare bankruptcy or other financial reorganization; (v) the disappearance of an active market for that financial asset due to the financial difficulties; or (vi) observable data indicating a measurable reduction in estimated future cash flows from a financial asset portfolio since the initial recognition of the assets, even if the decrease cannot yet be identified with the individual financial assets in the portfolio, including: (a) national or local economic conditions correlating with adverse changes in the payment situation of the portfolio’s loan; and, (b) national or local economic conditions correlating with defaults on the portfolio’s assets.
If, in a subsequent period, the value of the impairment loss decreases and the decrease is objectively related to an event occurring after the impairment is recognized (such as, an improvement in the debtor’s credit classification) the reversal of the previously recognized impairment loss will be recognized in the statement of income in the period that the event occurs.
(ii) | Financial liabilities |
Initial recognition and measurement
Financial liabilities are classified as financial liabilities at fair value through profit or loss, at amortized cost, or as derivatives classified as an effective hedge instrument, as the case may be. The Group classifies its financial liabilities upon initial recognition.
Financial liabilities are initially recognized at fair value, and in the case of loans and financings, include directly related transaction costs.
The Group’s financial liabilities are presented in Note 23.
Subsequent measurement
The measurement of financial liabilities depends on their classification, which can be as follows:
Financial liabilities at fair value through profit or loss
They include financial liabilities usually traded before maturity, liabilities designated in the initial recognition at fair value by means of the result and derivatives, except for those designated as hedge instruments. Interest, monetary restatement, foreign exchange variation and variations arising from measurement at fair value, when applicable, are recognized in income when incurred.
25
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Amortized cost
After initial recognition, loans and financing subject to interest are subsequently measured at amortized cost, using the effective interest rate method. Gains and losses are recognized in the income statement upon settlement of liabilities, as well as during the amortization process by the effective interest rate method.
Derecognition (write-off)
A financial liability is derecognized when the obligation under the liability is discharged, canceled or expired.
(iii) | Offset of financial instruments—net presentation |
Assets and liabilities are presented net in the statement of financial position if, and only if, there is a current legal and enforceable right to offset the recognized amounts and if the intention of offsetting, or realizing the asset and settling the liability simultaneously.
(iv) | Fair value of financial instruments |
The fair value of financial instruments actively traded in organized financial markets is determined based on quoted market prices at the close of business at the reporting date, without deduction of transaction costs.
The fair value of financial instruments for which there is no active market is determined using valuation techniques. These techniques may include the use of recent market transactions (on an arm’s length basis); by reference to the current fair value of another similar instrument; discounted cash flow analysis or other valuation models.
An analysis of the fair value of financial instruments and more details on how they are calculated are provided in Note 23.
(v) | Derivative financial instruments and hedge accounting |
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as non-deliverable forwards, commodity forward contracts and interest rate swaps to provide protection against the risk of variation in the foreign exchange rates, the risk of variation in the prices of commodities and the risk of variation in interest rates, respectively. The derivative financial instruments designated in hedging operations are initially recognized at fair value on the date on which the derivative is obtained, and are subsequently restated also at fair value. Derivatives are presented as financial assets when the fair value of the instrument is positive; and as financial liabilities when the fair value is negative.
26
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Any gains or losses resulting from changes in the fair value of derivatives during the year are recognized directly in the statement of income, with the exception of the effective portion of the hedge designated as hedge accounting, which is recognized in other comprehensive income.
For hedge accounting purposes, there are the following classifications:
• | | fair value hedge, in providing protection against exposure to changes in the fair value of recognized asset or liability or of unrecognized firm commitments, or of identified part of such asset, liability or firm commitment, which is attributable to a particular risk and may affect the result; |
• | | cash flow hedge, in providing protection against the variation in the cash flows that is attributable to a particular risk associated with a recognized asset or liability or with a foreseen transaction that is highly likely and that might affect the result; or |
• | | hedge of a net investment in a foreign operating unit. |
In the initial recognition of a hedge relationship, the Group formerly classifies and documents the hedge relationship to which they wish to apply hedge accounting, as well the objective and the risk management strategy of company management to put the hedge into effect.
The documentation includes: i) the identification of the hedge instrument, ii) the hedged item or transaction, iii) the nature of the risk to be hedged, iv) the prospective demonstration of the efficacy of the hedge relationship and v) the way in which the Group intends to assess the efficacy of the hedge instrument for purposes of offsetting the exposure to changes in the fair value of the hedged item or cash flows related to the hedged risk. In regards to a cash flow hedge, the demonstration of the high probability of the foreseen transaction to be hedged, as well as the foreseen periods of transfer of the gains or losses resulting from the hedge instruments from equity to income, are also included in the documentation of the hedge relationship.
These hedges are expected to be highly effective to offset changes in the fair value or cash flows. They will be permanently evaluated to verify whether they were indeed highly effective over the course of all the base periods for which they were intended.
Hedges that fulfill the criteria for their hedge accounting are recorded as follows:
Fair value hedge and fair value option of certain financial liabilities of RCSA
As mentioned in Note 1.c, on August 31, 2015, RCSA, by means of debt assumption agreements, agreed to assume a debt of RESA arising from export prepayment contracts (PPEs), totaling R$ 1,711,772, of the Term Loan Agreement andSchuldschein types, denominated in US dollars (“US$”) and euros (“€”).
27
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The exposures to US$ and € fluctuations, referring to those contracts and PPEs, totaling R$ 801,275 (equivalent to US$ 219 million), are hedged by swaps to reais, including new borrowings of theSchuldschein and PPE types, amounting to R$ 264,164 (equivalent to € 60 million) and R$ 1,186,380 (equivalent to US$ 300 million), respectively, obtained in the period ended March 31, 2016, causing the Group to be exposed to the Interbank Deposit Certificate (CDI) variation (from 95% to 112% ). The changes in the fair value of derivatives entered into are accounted for under Finance income (costs), within Net effect of derivatives.
The Group designated debts of the Term Loan Agreement,Schuldschein and PPE types as liabilities measured at fair value through profit or loss, in order to eliminate, or at least significantly reduce, inconsistencies in measurement that would otherwise result in the recognition of gains or losses on the loans and derivatives on different bases. As a result, fluctuations of loans fair value are accounted for in caption Financial income, in line Fair value of liability financial instruments, classified in Financial expenses group.
Cash flow hedge
The effective portion of the gain or loss on the hedging instrument is initially recorded in other comprehensive income (loss), while any ineffective portion is recognized directly in financial income (loss).
Amounts recognized in other comprehensive income are transferred to the income statement when the hedged transaction affects profit or loss, such as when the hedged income or interest expense is recognized, or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or liability, the amounts recognized in equity are transferred to the initial carrying amount of the non-financial asset or liability.
If the forecast transaction or firm commitment is no longer expected to occur, the amounts previously recognized in equity are transferred to the statement of income. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in comprehensive income (loss) remains deferred in equity within “Reserve for other comprehensive income (loss)” until the forecast transaction or firm commitment affects profit or loss.
The types of financial instruments designated as hedge accounting are presented in Note 23.
Trade notes receivable correspond the amounts receivable due to sale of goods or rendering of services in the regular course of Group’s activities. If the due date for payment is one year or less, the accounts receivable are classified as current assets. Otherwise they are shown as non-current assets. Trade accounts receivable are recognized initially at fair value and subsequently measured at amortized cost, using the effective interest rate method, less provision for doubtful accounts (“PDD”) or impairment.
28
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Inventories are valued at the average acquisition or production cost, not exceeding net realizable amount, except for agricultural produce in RESA, which is measured at fair value at the point of harvest. Cost of finished products and products in process include raw material, direct labor costs and other direct costs as well as respective direct production expenses (based on regular operating capacity) less loan costs. The net realizable value is the sales price estimated for the normal course of the businesses, less estimated completion execution costs and selling expenses.
At the point of harvest, sugarcane is considered agricultural produce and measured at fair value, less costs to sell, which is determined based on the amount disclosed by the Council of Sugarcane, Sugar and Ethanol Producers of the State of São Paulo (CONSECANA). The fair value of harvested sugarcane is the cost of the raw material used in the production of sugar and ethanol.
The provisions for slow-moving or obsolete warehouse inventories are constituted when these inventories have not moved for a certain period and are not considered strategic by the Management.
These refer substantially to advances to sugarcane suppliers, granted by the Group on the date of execution of sugarcane supply agreements, and the respective amendments to these agreements, which will be amortized as the sugarcane and petroleum and ethanol by-products are supplied. In accordance with the estimated sugarcane to be delivered by the supplier, the aforementioned balances will be substantially settled in the current crop season and over the next nine crop seasons.
g) | Investment in associated companies |
Investments in companies over which the Group has significant influence are accounted for under the equity method. They are initially recognized at in the statement of financial position at cost, plus any changes after the acquisition of the ownership interest.
The statement of income reflects the share in the results from operations of associated companies based on the equity accounting method. When a change is directly recognized in the shareholders’ equity of the associated company, the Group will recognize its share in the variations occurred and will disclose that fact and, where applicable, in the statement of changes in the equity.
After applying the equity accounting method, the Group determines whether it is necessary to recognize additional impairment on the investment. The Group determines, at each reporting date, if there is objective evidence that the investment in the associated company suffered an impairment loss. If so, the Group calculates the amount of impairment loss as the difference between the recoverable amount of the associated company and the book value and recognizes the amount in the statement of income.
29
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
When there is loss of significant influence on the associated company, the Group evaluates and recognizes its investment at fair value.
Unrealized gains from transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associates. Non-realized losses are also eliminated, unless the transaction shall provide evidence of loss (impairment) of the asset transferred. The accounting policies of the associated companies are changed when required in order to assure the consistency with the policies adopted by the Group.
Biological assets refer to sugarcane crops.
Sugarcane crops are measured at fair value, excluding the land on which they are located, under the discounted cash flow method.
For sugarcane, the Group uses future cash flows in accordance with the productivity cycle projected for each harvest, taking into consideration the estimated useful life of each crop, the prices of total recoverable sugar, estimated productivities, estimated costs to be incurred with production, harvesting, loading and transportation per planted hectare.
Changes in fair values between periods are allocated to the cost of products sold.
Any land belonging to the Group where biological assets are produced is accounted for as property, plant and equipment.
i) | Property, plant and equipment |
Property, plant and equipment items are stated at historical acquisition or construction cost less accumulated depreciation and impairment losses, when applicable.
The cost includes expenditures that are directly attributable to the acquisition of assets. The cost of assets built by the Company includes materials and direct labor, as well as any other costs attributable to bringing the assets to the location and condition requires for them to operate in the manner intended by Management, and loan costs on qualifiable assets. Borrowing costs relating to funds raised for works in progress are capitalized until the projects are concluded.
RESA and its subsidiaries perform the main maintenance activities scheduled for their manufacturing units on an annual basis. This usually occurs between the months from January to March, with the objective of inspecting and replacing components.
30
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The main annual maintenance costs include costs of labor, materials, outsourced services and overhead allocated during the off-season period. These costs are classified as frequent replacement parts and components, in property, plant and equipment, and are fully amortized in the following crop season.
The cost of an equipment item that must be replaced on an annual basis is accounted for as a component of the equipment costs and depreciated over the following crop. The costs of normal periodic maintenance are accounted for in expenses when incurred as the replaced components do not improve the production capacity of the asset or introduce refinements in the equipment.
In RCSA, future costs to be incurred with removal of fuel storage tanks are estimated and recorded as part of the cost of property, plant and equipment, with a corresponding entry to the provision that supports such costs in liabilities (current and non-current).
Repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The cost of any renewal to increase useful life should be activated and included in the asset’s book value, if it is probable that future economic benefits following the renewal will exceed the performance standard initially assessed for the existing asset and that such benefits will accrue to the Group. The main refurbishments are depreciated over remaining useful lives of related assets.
Gains and losses from divestitures are determined by the comparison of results with the book value and are recognized in the statement of income under Other operating income, net.
During the year ended on March 31, 2016 and 2015, RCSA and RESA performed an assessment of useful lives applied to its property, plant and equipment, which indicated a need for changes in useful life and annual depreciation rates for its assets.
As this involves a change in bookkeeping estimates, the effects of such changes were recorded prospectively as of April 1, 2015 and 2014, RCSA and RESA, respectively. These changes represent an extension as well as an reduction in useful life terms, depending on the case, as compared with previous practices, giving rise to an increase R$ 13,738 in depreciation expenses for the year ended on March 31, 2016 (reduction in depreciation expense in the amount of R$ 9,554 in 2015).
Land is not depreciated. On March 31, 2016, 2015 and 2014 depreciation of such assets was calculated based on estimated useful life wear and tear for each asset. The annual weighted average depreciation rates are as follows:
| | | | | | | | | | | | |
Class of fixed assets | | 2016 | | | 2015 | | | 2014 | |
Buildings and improvements | | | 2.37% | | | | 2.63% | | | | 4.00% | |
Machinery, equipment and facilities | | | 4.76% | | | | 4.89% | | | | 4.61% | |
Aircrafts and vehicles | | | 7.50% | | | | 7.41% | | | | 9.24% | |
Furniture and fixtures and IT equipment | | | 12.91% | | | | 14.53% | | | | 15.01% | |
Other | | | 10.00% | | | | 10.02% | | | | 9.94% | |
Residual values and the useful lives of material assets are reviewed and adjusted, if adequate, at the end of each year.
31
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Whether a contract is, or contains, a lease is determined based on the substance of the contract at the inception date.
Under finance lease contracts where substantially all risks and rewards are transferred to the Group, incidental to ownership of the leased asset, they are capitalized at the inception of the lease at the fair value of the leased property, or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized within borrowing costs in the statement of income. A leased asset is depreciated during its useful life or the term of the lease, the shorter of the two, save when there is evidence that the leased assets will be acquired on the agreement’s expiry.
Operating lease agreements are recognized as operating expenses in the statement of income on a straight-line basis over the term of the lease.
Goodwill is represented by the positive difference between the paid or payable amount for the acquisition of a business and the net fair value of assets and liabilities of the acquired company. Goodwill arising from acquisitions of subsidiaries is disclosed as “Intangible assets”. In case of finding a bargain purchase, this amount is stated as a gain in the fiscal year’s income figures, on the acquisition date.
The goodwill is recognized at cost less accumulated impairment, when applicable. Goodwill is tested annually for any impairment losses. For impairment testing purposes, goodwill acquired in a business combination is, from the acquisition date, allocated to cash-generating units of the Group that are expected to benefit from the acquisition.
(ii) | Intangible assets with definite useful lives |
Intangible assets with definite useful lives are carried at cost, less accumulated amortization and accumulated impairment losses, when applicable.
32
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
On March 31, 2016, 2015 and 2014 the annual weighted average amortization rates are as follows:
| | | | |
Class of intangible assets | | Weight average rates | |
Software license | | | 20% | |
Brands | | | 10% | |
Land lease agreements | | | 9% | |
Sugarcane supply agreements | | | 10% | |
Contractual relationships with clients (a) | | | 4% | |
Exclusive supply rights (b) | | | 12% | |
Public concession rights of use | | | 20% | |
Other | | | 29% | |
(a) | Contractual relationships with clients |
Contractual relationships with clients acquired in a business combination are recognized at fair value on the acquisition date. Contractual relationships with clients have a finite useful life and are recorded at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected useful life of the client relationship.
(b) | Exclusive supply rights |
This is equal to bonuses granted to clients (Note 12), and will depend on terms and future performance, in particular of the volumes as provided in supply agreements. Inasmuch as contractual conditions are met, bonuses are amortized and recognized in the income figures, in Taxes, deductions and rebates on sales (Note 19).
l) | Impairment of non-financial assets: |
The Group assesses every year whether there are indicators of an asset’s loss of value. In the event such indicators are identified, the Group estimates the asset’s recoverable amount. The recoverable value of an asset is the greater among: (a) fair value less costs that would be incurred to sell it and (b) its value in use. When required, value in use is usually determined based on the discounted cash flow (before taxes) from the continued use of the asset until the end of its useful life.
Regardless of the existence of impairment indicators, goodwill and intangible assets with an indefinite useful life, if any, are tested for impairment at least once a year.
When the carrying amount of an asset exceeds its recoverable amount, the loss is recognized as an operating expense in the statement of income.
Provisions are recognized when: (i) the Group has a present legal or constructive obligation as a result of past events; (ii) it is likely that an outflow of funds will be required to settle the obligation; and (iii) the amount can be reliably estimated.
33
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The Group has a defined contribution and partial defined benefit plan, in which maintains a private pension plan for all of its employees.
The Group recognizes a liability based on a methodology that considers a number of factors determined by actuarial estimates, which employ assumptions for defining pension plan costs (income).
Actuarial gains and losses arising from adjustments due to experience and in changes in actuarial assumptions are stated directly in net assets as other comprehensive income, when they occur.
Past costs of services are immediately recognized in the statement of income.
The Group recognizes a provision when it is contractually compelled or when there is a past practice that created a constructive obligation.
o) | Income and social contribution taxes |
Income (expenses) tax and social contribution expenses of the year include current and deferred taxes. Income taxes are recognized in the statement of income, except to the extent they are related to items directly recognized in equity or in other comprehensive income, when applicable. In that case, the tax is also recorded in equity or in other comprehensive income.
The current and deferred income tax and social contribution charge is calculated based on enacted, or substantially enacted, tax acts, at the reporting date of countries in which the Group’s entities operate and generate taxable income. Management periodically evaluates the positions taken by the Group in the calculations of income tax with respect to situations in which applicable tax regulation is subject to interpretations; and establishes provisions when appropriate, on the basis of amounts expected to be paid to the tax authorities.
Income tax is computed on taxable income at the rate of 15%, plus a 10% surtax for income exceeding R$ 240 in the 12-month period, whereas social contribution is computed at the rate of 9% on taxable income, recognized on the accrual basis. That is, on a compound basis, the Group is subject to a theoretical tax rate equivalent to 34%.
Deferred income tax and social contribution in connection with tax losses, social contribution negative base and temporary differences are shown as net in the statement of financial position when there is a legal right and an intention to offset these on calculation current taxes related with the same legal entity and the same tax authority. Accordingly, deferred tax assets and liabilities in different entities or countries are in general presented separately, and not at net value. Deferred taxes are calculated based on the tax rates in force when they are realized or reviewed annually.
34
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Tax assets are only recognized to the extent that it is probable that future taxable income will be available against which these temporary differences can be offset.
Prepayments or current amounts that can be offset are presented in current and non-current assets, in accordance with their expected realization.
p) | Share capital and remuneration to shareholders |
The share capital is comprised of common and preferred shares. Incremental expenses attributed directly to share issues, if any, are shown as a deduction from equity, as an additional capital contribution, net of tax effects.
In the parent companies RESA and RCSA, the only existing class A preferred share as well as each common share, is entitled to one vote on resolutions by each company’s shareholders’ meetings, as well as R$ 0.01 (one cent) fixed annual dividends. Such voting rights are restricted to subsidiaries and not to the Group.
Class B and C preferred shares issued by RESA and RCSA are intended to refund assets, chiefly represented by tax benefits contributed by shareholders Cosan and Shell respectively, as these are employed by the Group.
Class D preferred shares have no voting rights and are entitled to a fixed annual dividend in RESA as well as in RCSA, to shareholder Shell. Shareholder compensation will take place in the form of dividends and/or interest on own capital, based on the limitations defined in RESA and RCSA company Bylaws and in legislation in force.
Class E preferred shares issued by RESA and RCSA have voting rights and are entitled to a fixed annual dividend to shareholder Shell. Shareholder compensation will take place in the form of dividends and/or interest on own capital, based on the limitations defined in RCSA company Bylaws and in legislation in force.
Business combinations are accounted for according to the acquisition method and, assets, liabilities and contingent liabilities identifiable of the company or acquired business are measured at fair value for the purposes of calculation and recognition of the goodwill arising on the transaction in accordance with effective accounting standards. Goodwill represents the surplus of acquisition cost in view of the Group’s interest in fair value, net of identifiable assets, liabilities and contingent liabilities in the company acquired. If consideration is lower than fair value of assets, liabilities and contingent liabilities acquired, the difference must be recognized in statement of income.
The group reduces risks in connection with environmental issues by means of operating procedures and controls and investments in equipment and pollution control systems. The Group recognizes a provision for losses with environmental expenditures inasmuch as it is necessary to undertake remedial actions for the damages caused.
35
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
2.4 | New IFRS and IFRIC Interpretations (IASB Financial Reporting Interpretations Committee) applicable to financial information |
The following new standards and interpretations were issued by the IASB but are not yet effective for the year ended March 31, 2016. Early adoption of standards, although encouraged by the IASB, is not permitted in Brazil by the Brazilian Accounting Pronouncements Committee (CPC).
IFRS 9—Financial instruments. It covers the classification, measuring and the recognition of financial assets and liabilities. The full version of IFRS 9 was published in July 2014, effective as of January 1, 2018. Management is evaluating the full impact of its adoption.
IFRS 15—Income from contracts with clients. This new standard provides the principles that an entity applies to determine the measurement of revenue and when will be recognized. The standard will become effective as of January 1, 2018 and supersedes IAS 11—Construction Contracts and IAS 18—Income and their related interpretations. Management is evaluating the full impact of its adoption.
IAS 16—Fixed Assets and IAS 41—Agriculture. Main change is that bearer biological assets, such as fruit trees and sugarcane stubble are out of IAS 41 scope and must be accounted in accordance with IAS 16, which is cost less accumulated amortization and possible impairment losses. Consumable biological assets such as sugarcane and fruits in the field should be defined at fair value and continue in the scope of IAS 41. On April 1, 2016 a relevant restating is expected of Biological assets to property, plant and equipment, with regard to the values related to sugar-cane stubble. Moreover, the difference of the capital gain between April 1, 2014, date of transition of the above mentioned changes, and March 31, 2016, allocated to the sugar cane stubble, will be reversed against Retained earnings in Equity. The Group is working on determining the effects that will be presented in the first quarter of 2016 return of the 2016/2017 crop, tends to be between R$ 900,000 and R$ 1,400,000 to the assets reclassification and R$ 150,000 and R$ 250,000 to the fair value reversal.
IFRS 16—Leasing. IFRS 16 requires that an entity should recognize that any leasing in which the Group is a lessee should be stated in the statement of financial position. The new standard is applicable beginning on or after January 1, 2019 and replaces the IAS 17—Leases. Management is evaluating the full impact of its adoption.
There are no other IFRS or IFRIC interpretations that are not yet effective and that are expected to have a significant impact on the Group.
36
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
3. | Cash and cash equivalents |
| | | | | | | | |
| | 2016 | | | 2015 | |
Funds in banks and in cash | | | 777,931 | | | | 355,367 | |
Values awaiting foreign exchange closure(1) | | | 84,599 | | | | 2,062 | |
Interest earnings bank deposits: | | | | | | | | |
Investment Funds(2) | | | 1,714,891 | | | | 1,274,554 | |
Bank deposit certificate (CDB) and commitments(3) | | | 1,615,069 | | | | 2,234,988 | |
Time deposit(4) | | | 177,951 | | | | 159,684 | |
Other investments | | | 2,190 | | | | 1,575 | |
| | | | | | | | |
| | | 3,510,101 | | | | 3,670,801 | |
| | | | | | | | |
| | | 4,372,631 | | | | 4,028,230 | |
| | | | | | | | |
Domestic (domestic currency) | | | 3,527,520 | | | | 3,618,802 | |
Abroad (foreign currency) | | | 845,111 | | | | 409,428 | |
| | | | | | | | |
| | | 4,372,631 | | | | 4,028,230 | |
| | | | | | | | |
(1) | Refer basically to receiving foreign currency funds from overseas clients, for which obtaining foreign exchange from financial institutions was not yet concluded until the reporting date, and also refer to funds intended to settle debts related to export performance. |
(2) | Refer to investments in fixed income funds managed by first-class financial institutions, divided into quotas with daily earnings. As of March 31, 2016, the average yield on investment funds was 99.6% of the interbank deposit certificate (CDI) (99.9% in 2015 and 100.9% in 2014). |
(3) | Refer to fixed income investments such as CDBs (Bank Certificates of Deposits) and Repurchase Agreements in first-class financial institutions and that yield on average 101.3% of the CDI (Interbank) rate (102.0% in 2015 and 102.1% in 2014). |
(4) | Refer to interbank deposits in the overseas market. Are subject to fixed terms and are not negotiable to maturity. These are held in first-class institutions, have an average 10-day term and yield on average 0.43% per annum in foreign currency. |
| | | | | | | | |
| | 2016 | | | 2015 | |
Financial investments linked to financing(1) | | | 62,302 | | | | 45,829 | |
Short-term investments related to derivative transactions(2) | | | 136,116 | | | | 54,831 | |
Margin on derivative operations(3) | | | 676,187 | | | | 87,964 | |
| | | | | | | | |
| | | 874,605 | | | | 188,624 | |
| | | | | | | | |
Domestic (domestic currency) | | | 203,391 | | | | 157,973 | |
Abroad (foreign currency) | | | 671,214 | | | | 30,651 | |
| | | | | | | | |
| | | 874,605 | | | | 188,624 | |
| | | | | | | | |
(1) | LFTs (Letra Financeira do Tesouro), held by virtue of National Bank for Social and Economic Development—BNDES financing and with redemption subject to payment of certain portions of the mentioned financing. |
(2) | Refer to short-term investments such as CDBs and overseas public bonds with first-class financial institutions, employed as warranties in transactions with derivative instruments. |
(3) | Margin deposits in derivative transactions refer to margin requirements by counterparts in transactions with derivative instruments, and are exposed to US dollar exchange fluctuations (Note 23.d). The balance increase is a result of an increase in the volume of sugar set at 2,805 thousand tons at March 31, 2016 (1,483 thousand tons in 2015). |
37
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
5. | Trade accounts receivable |
| | | | | | | | |
| | 2016 | | | 2015 | |
Accounts receivable—Domestic | | | 1,724,696 | | | | 1,545,458 | |
Accounts receivable abroad | | | 119,822 | | | | 130,575 | |
Funding to clients(i) | | | 420,434 | | | | 407,311 | |
Allowance for doubtful accounts | | | (200,585 | ) | | | (179,916 | ) |
| | | | | | | | |
| | | 2,064,367 | | | | 1,903,428 | |
Current | | | (1,758,781 | ) | | | (1,605,174 | ) |
| | | | | | | | |
Non-current | | | 305,586 | | | | 298,254 | |
| | | | | | | | |
(i) | Client financing consists of the payment in installments of outstanding debts and sales of properties, as well as financing agreements backed by security interest, pledges and endorsements whose main purpose is the setup or modernization of gas stations. Finance charges and repayment deadlines are agreed by contract and set according to a business assessment of each negotiation. |
The Group did not pledge any trade or other receivable to secure financial transactions.
The maximum exposure to credit risk on the statement of financial position date is the book value of each of the types of accounts receivable mentioned above.
The aging schedule of trade and other receivables and client financing is as follows:
| | | | | | | | |
| | 2016 | | | 2015 | |
Falling due | | | 1,828,791 | | | | 1,741,808 | |
Overdue—in days | | | | | | | | |
Up to 30 | | | 53,217 | | | | 61,318 | |
From 31-90 | | | 70,851 | | | | 29,093 | |
Over 90 | | | 312,093 | | | | 251,125 | |
| | | | | | | | |
| | | 2,264,952 | | | | 2,083,344 | |
| | | | | | | | |
The Group has security interests such as mortgages and letters of credit, for payment of long overdue trade and other receivables which have not been provided for.
The provisions for allowance of doubtful was estimated based on credit risk analyses, that contemplates the historic losses, the situation of each customers, the situation of each economic group they belong, the guarantee in reais for debts and law assessors evaluation, and it is considerate enough by Group Management to cover possible losses on accounts receivables.
38
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Changes in the allowance for doubtful accounts are as follows:
| | | | |
March 31, 2013 | | | (180,401 | ) |
| | | | |
Provision | | | (13,893 | ) |
Reversal | | | 19,645 | |
| | | | |
March 31, 2014 | | | (174,649 | ) |
| | | | |
Provision | | | (36,764 | ) |
Reversal | | | 31,497 | |
| | | | |
March 31, 2015 | | | (179,916 | ) |
| | | | |
Provision | | | (59,713 | ) |
Reversal | | | 38,828 | |
Foreign exchange variation | | | 216 | |
| | | | |
March 31, 2016 | | | (200,585 | ) |
| | | | |
| | | | | | | | |
| | 2016 | | | 2015 | |
Finished goods: | | | | | | | | |
Ethanol | | | 387,591 | | | | 260,188 | |
Sugar | | | 40,460 | | | | 34,996 | |
Diesel | | | 436,649 | | | | 448,194 | |
Gasoline | | | 500,198 | | | | 424,085 | |
Jet fuel (Jet A-1) | | | 62,469 | | | | 76,229 | |
Other fuels | | | 9,597 | | | | 15,377 | |
Storeroom and others | | | 258,501 | | | | 190,845 | |
Provision for net realizable value and obsolescence | | | (18,134 | ) | | | (15,967 | ) |
| | | | | | | | |
| | | 1,677,331 | | | | 1,433,947 | |
| | | | | | | | |
The changes in the provision for net realizable value and obsolescence is as follows and was recognized in the statement of income in the Cost of goods sold and services provided line:
| | | | |
March 31, 2013 | | | (11,487 | ) |
| | | | |
Provision | | | (2,611 | ) |
Reversal | | | 3,921 | |
| | | | |
March 31, 2014 | | | (10,177 | ) |
Provision | | | (10,222 | ) |
Reversal | | | 4,432 | |
| | | | |
March 31, 2015 | | | (15,967 | ) |
| | | | |
Provision | | | (11,498 | ) |
Reversal | | | 9,331 | |
| | | | |
March 31, 2016 | | | (18,134 | ) |
| | | | |
39
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | |
| | 2016 | | | 2015 | |
Credits from indemnity suits(1) | | | 828,250 | | | | 479,556 | |
National Treasury Certificates (CTN)(2) | | | 627,219 | | | | 501,794 | |
Other | | | 1 | | | | 1 | |
| | | | | | | | |
| | | 1,455,470 | | | | 981,351 | |
Current | | | (10,028 | ) | | | (12,931 | ) |
| | | | | | | | |
Non-current | | | 1,445,442 | | | | 968,420 | |
| | | | | | | | |
(1) | Receivables from lawsuits on which a final judgment favorable to RESA was passed in February 2007, December 2013 and 2015, which are not part of the net assets contributed by Cosan to set up the Group. Therefore, RESA recognized a liability in the same amount, classified as current and non-current in the related parties account, given that RESA has the obligation to reimburse those receivables to Cosan when they are actually collected. These credits yield IPCA and Selic plus interest rate of 6% per year. In December 2015 RESA recognized the sum of R$ 349,715 in connection with a credit from an indemnity suit and judicial bonds. This transaction did not and will not have any impact on RESA’s results. |
(2) | Brazilian Treasury Certificates are government bonds issued by the Brazilian Treasury within the Special Agriculture Industry Securitization Program—PESA, with a 20-year original maturity (falling due between 2018 and 2025) and which pledged to secure its related financing transaction called PESA. These bonds bear annual compound interest of 12%, plus the IGP-M (General Market Price Index). Their value on maturity date will match the principal of the debt due under PESA and may be used for settlement. |
40
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
a) | Summary of balances with related parties |
| | | | | | | | |
| | 2016 | | | 2015 | |
Assets | | | | | | | | |
Framework agreement (1) | | | | | | | | |
Shell Brazil Holding B.V. | | | 508,345 | | | | 519,159 | |
Cosan S.A. Indústria e Comércio | | | 324,718 | | | | 442,511 | |
Shell Brasil Petróleo Ltda. | | | 39,984 | | | | 37,292 | |
Other | | | 9,083 | | | | 7,344 | |
| | | | | | | | |
| | | 882,130 | | | | 1,006,306 | |
Commercial operations (2) | | | | | | | | |
Rumo Group / ALL (f) | | | 114,087 | | | | 9,018 | |
Nova América Agrícola Caarapó Ltda. | | | 75,334 | | | | 69,787 | |
Shell Aviation Limited (Nota 23.d) | | | 66,576 | | | | 97,682 | |
Agroterenas S.A. | | | 27,662 | | | | 26,701 | |
Cosan S.A. Indústria e Comércio | | | 7,542 | | | | 7,075 | |
Philipinas Shell Petroleum Corp. (Nota 23.d) | | | 5,958 | | | | 4,240 | |
Other | | | 20,704 | | | | 20,998 | |
| | | | | | | | |
| | | 317,863 | | | | 235,501 | |
Paid-in capital | | | | | | | | |
Sapore S.A. | | | 5,000 | | | | 7,200 | |
IB Sabbá S.A. | | | — | | | | 1,756 | |
| | | | | | | | |
| | | 5,000 | | | | 8,956 | |
| | | | | | | | |
| | | 1,204,993 | | | | 1,250,763 | |
| | | | | | | | |
Current assets | | | (491,358 | ) | | | (334,697 | ) |
| | | | | | | | |
Non-current assets | | | 713,635 | | | | 916,066 | |
| | | | | | | | |
41
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | |
| | 2016 | | | 2015 | |
Liabilities | | | | | | | | |
Framework agreement (1) | | | | | | | | |
Cosan S.A. Indústria e Comércio | | | 1,059,048 | | | | 668,357 | |
Shell Brasil Petróleo Ltda. | | | 71,749 | | | | 53,128 | |
Shell Brazil Holding B.V. | | | 48,357 | | | | 55,330 | |
Other | | | 233 | | | | 358 | |
| | | | | | | | |
| | | 1,179,387 | | | | 777,173 | |
Financial operations | | | | | | | | |
Cosan S.A. Indústria e Comércio | | | 9,672 | | | | 9,672 | |
Sapore S.A. | | | 22 | | | | — | |
| | | | | | | | |
| | | 9,694 | | | | 9,672 | |
Commercial operations (2) | | | | | | | | |
Shell Trading US Company (Note 23.d) | | | 179,987 | | | | — | |
Shell Western Supply and Trading (Note 23.d) | | | — | | | | 109,466 | |
Agroterenas S.A. | | | 42,923 | | | | 10,008 | |
Nova América Agrícola Ltda. | | | 26,077 | | | | 8,317 | |
Cosan Operadora Portuaria S/A | | | 20,407 | | | | 11,343 | |
Nova América Agrícola Caarapó Ltda. | | | 17,963 | | | | 7,069 | |
Shell Aviation Limited (Note 23.d) | | | 1,341 | | | | 1,687 | |
Other | | | 38,805 | | | | 17,863 | |
| | | | | | | | |
| | | 327,503 | | | | 165,753 | |
Preferred shares (3) | | | | | | | | |
Shell Brazil Holding B.V. | | | 494,430 | | | | 152,340 | |
Cosan S.A. Indústria e Comércio | | | 89,762 | | | | 89,762 | |
| | | | | | | | |
| | | 584,192 | | | | 242,102 | |
Corporate restructuring | | | | | | | | |
CTC—Centro de Tecnologia Canavieira | | | 609 | | | | — | |
| | | | | | | | |
| | | 609 | | | | — | |
| | | | | | | | |
| | | 2,101,385 | | | | 1,194,700 | |
| | | | | | | | |
Current liabilities | | | (860,940 | ) | | | (262,269 | ) |
| | | | | | | | |
Non-current liabilities | | | 1,240,405 | | | | 932,431 | |
| | | | | | | | |
42
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
On March 31, 2016 and 2015, the sums stated in assets and liabilities refer to refundable values chargeable to shareholders, existing prior to the creation of Raízen, when actually realized or settled.
On March 31, 2016, the sum stated in assets of R$ 317,863 (R$ 235,501 in 2015) refers to transactions for the sale of goods, such as gasoline, diesel, jet fuel, sugar and ethanol.
On March 31, 2016, the sum stated in liabilities of R$ 327,503 (R$ 165,753 in 2015) refers to transactions for the purchase of goods and the provision of services, such as ethanol, diesel, gasoline, sugar, sugar-cane, highway and railway cargoes and warehousing.
Upon formation of the Group entities, Shell and Cosan have agreed that each of the ventures shall be reimbursed when tax credits already existing on entities that were contributed to the Group are effectively utilized by the Group, mostly NOLs and tax benefits on goodwill amortization (“GW”). Reimbursement shall occur through distribution of disproportionate dividends to holders of C and E class preferred shares (liability instrument).
In the Common Shareholders’ Meeting (“AGO”) held on July 28, 2014, RESA shareholders resolved to approve payment of R$ 42,381, i.e. R$ 1,255 below that stated on March 31, 2014. RESA made payment regarding the mentioned preferred shares on July 29, 2014. Moreover, in the Shareholders’ Meeting held on that same date, RCSA shareholders approved a payment of this same nature of R$ 15,126.
During the year ended March 31, 2015, Raízen concurred with the federal tax authorities’ Refis IV program for settling debts in installments, with the use of NOL. Hence, Raízen used NOL balances partially owned by Cosan prior to the Group’s creation, which resulted in writing off R$ 157,010 of the mentioned preferred shares. The amount utilized of NOL credits owned by Cosan was approximately R$ 171,750, of which R$ 14,740 had no preferred shares recognized, as such credits had not been recorded prior to the Group’s creation due to the absence of their probable use at that time.
Furthermore, during the year ended March 31, 2015 RCSA paid out R$ 30,253 in exclusive dividends of preferred shares to Cosan, paid in full during the mentioned period.
On March 31, 2015 RESA proposed allocating R$ 15,221 in dividends to the holders of class B preferred shares, in connection with the partial use of the tax benefit balance for the period then ended.
43
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
During the year ended March 31, 2016, tax credits recognized in RCSA, tax credits originated from IRPJ and CSLL overpayments from January 2010 to May 2011 were recognized in the amount of R$ 258,250 (Note 15.b) (current), as well as supplement to NOL and goodwill balances contributed by Shell to RCSA, in the amount of R$ 78,124 (Note 15.e) (non-current), calculated in the same period, totaling R$ 336,374.
Tax credits that arose from overpayment of IRPJ and CSLL (current) are updated according to the Selic interest rate as of the date of recognition. During the year ended March 31, 2016, the update of the referred credits amounted R$ 5,715.
On March 31, 2016 RCSA created a R$ 138,070 provision for dividends payable related to the use of Shell’s NOL and GW with regard to the 2015 calendar year, by means of a reduction in the capital reserve (Note 18.b).
Furthermore, RESA also owes R$ 89,762 an NOL and Goodwill tax benefit balance payable to Cosan, when actually used.
Based on the merger of Ispagnac Participações Ltda. (“IPL”) by REPSA and subsequently by RESA, occurred on November 30, 2012, class C preferred shares were issued in order to secure an exclusive dividend base for Shell, the benefit’s exclusive originator totaling R$ 3,538.
44
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
b) | Summary of related-party transactions (g) |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Sale of products | | | | | | | | | | | | |
Shell Aviation Limited | | | 956,499 | | | | 1,227,690 | | | | 1,226,670 | |
Rumo Group / ALL (f) | | | 647,791 | | | | 387 | | | | — | |
Agricopel Group | | | 404,747 | | | | 395,371 | | | | 382,670 | |
Philipinas Shell Petroleum Corp. | | | 99,736 | | | | 82,396 | | | | 80,294 | |
Shell Trading US Company | | | 71,188 | | | | 154,425 | | | | 15,443 | |
Shell Western Supply and Trading | | | 10,300 | | | | 139,470 | | | | 248,294 | |
Other | | | 184,806 | | | | 52,358 | | | | 1,458 | |
| | | | | | | | | | | | |
| | | 2,375,067 | | | | 2,052,097 | | | | 1,954,829 | |
| | | | | | | | | | | | |
Purchase of goods and services | | | | | | | | | | | | |
Rumo Group / ALL (f) | | | (488,487 | ) | | | (298,553 | ) | | | (362,023 | ) |
Agroterenas S.A. | | | (248,133 | ) | | | (170,634 | ) | | | (166,669 | ) |
Nova América Agrícola Ltda. | | | (182,914 | ) | | | (143,867 | ) | | | (139,346 | ) |
Nova América Agrícola Caarapó Ltda. | | | (110,230 | ) | | | (94,897 | ) | | | (80,637 | ) |
Agricopel Group | | | (40,030 | ) | | | (32,911 | ) | | | (19,657 | ) |
Other | | | (227,003 | ) | | | (126,288 | ) | | | (22,025 | ) |
| | | | | | | | | | | | |
| | | (1,296,797 | ) | | | (867,150 | ) | | | (790,357 | ) |
| | | | | | | | | | | | |
Renewed collection of shared expenses (a) | | | | | | | | | | | | |
Companhia de Gás de São Paulo | | | 26,264 | | | | 23,221 | | | | — | |
Rumo Group / ALL (f) | | | 13,380 | | | | 5,330 | | | | 5,723 | |
Cosan Lubrificantes e Especialidades S.A. | | | 5,375 | | | | 4,518 | | | | 4,929 | |
Cosan S.A. Indústria e Comércio | | | ]3,954 | | | | 4,330 | | | | 4,247 | |
Other | | | 2,314 | | | | 1,824 | | | | 1,705 | |
| | | | | | | | | | | | |
| | | 51,287 | | | | 39,223 | | | | 16,604 | |
| | | | | | | | | | | | |
Land leases (b) | | | | | | | | | | | | |
Radar Group | | | (60,177 | ) | | | (57,596 | ) | | | (54,945 | ) |
Aguassanta Group | | | (26,803 | ) | | | (32,386 | ) | | | (28,627 | ) |
Tellus Group | | | (16,232 | ) | | | — | | | | — | |
Janus Brasil Participações S.A. | | | (7,636 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
| | | (110,848 | ) | | | (89,982 | ) | | | (83,572 | ) |
| | | | | | | | | | | | |
Financial income (expense) (c) | | | | | | | | | | | | |
Shell Brazil Holding B.V. | | | — | | | | (3 | ) | | | 12,516 | |
Nova América Agrícola Caarapó Ltda. | | | 9,318 | | | | 5,299 | | | | 1,481 | |
Agroterenas S.A. | | | 3,397 | | | | 2,557 | | | | 894 | |
Shell Finance B.V. | | | (5,478 | ) | | | (5,640 | ) | | | (4,361 | ) |
Other | | | (2,125 | ) | | | (2,804 | ) | | | 1,945 | |
| | | | | | | | | | | | |
| | | 5,112 | | | | (591 | ) | | | 12,475 | |
| | | | | | | | | | | | |
Service income (d) | | | | | | | | | | | | |
Shell Brasil Petróleo Ltda. | | | 18,236 | | | | 2,285 | | | | 27,092 | |
Other | | | 755 | | | | — | | | | 195 | |
| | | | | | | | | | | | |
| | | 18,991 | | | | 2,285 | | | | 27,287 | |
| | | | | | | | | | | | |
Service expenses (e) | | | | | | | | | | | | |
Shell Brasil Petróleo Ltda. | | | (14,117 | ) | | | (3,859 | ) | | | (8,923 | ) |
Shell International Petroleum | | | (5,297 | ) | | | (3,743 | ) | | | (3,229 | ) |
Other | | | (2,713 | ) | | | (1,233 | ) | | | — | |
| | | | | | | | | | | | |
| | | (22,127 | ) | | | (8,835 | ) | | | (12,152 | ) |
| | | | | | | | | | | | |
(a) | Reimbursement of shared expenses consists of expenses incurred by shared corporate, managerial and operating costs reimbursed from related parties; (b) Leased land consists of expenses incurred with land leased from related parties; (c) Finance expenses basically consist of expenses incurred with commissions on available credit facilities and inflation adjustment of the balances of advances granted to finance sugar cane crops; (d) Service revenues consist of commissions on the sales of lubricants to Shell; (e) Service expenses consist of expenses incurred with technical support, billing and collection, commissions on the sale of jet fuel and secondees from Shell; (f) On April 1, 2015 Cosan acquired through its subsidiary Rumo Logística Operadora Multimodal S.A., 100% of the common shares in América Latina Logística S.A (“ALL”), creating a relationship by the Rumo/ALL Group with the Group; and (g) Transactions with related parties are entered into under reasonable and cumulative conditions, in line with those prevailing in the market or that the Company would contract with third parties. |
45
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
c) | Directors and members of the Board of Directors |
Fixed and variable compensation pay to key management personnel, including directors and members of the Board of Directors that is recognized in the statement of income as follows:
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Regular remuneration | | | 42,362 | | | | 42,226 | | | | 37,743 | |
Bonuses and other variable compensation | | | 63,461 | | | | 31,488 | | | | 31,803 | |
| | | | | | | | | | | | |
Total compensation | | | 105,823 | | | | 73,714 | | | | 69,546 | |
| | | | | | | | | | | | |
d) | Other significant information involving related parties |
Committed Back-up Credit Facility Agreement
The Group is a beneficiary of a US$ 500,000 thousand Revolving Committed Back-up Credit Facility Agreement granted by Shell Finance (Netherlands) B.V. and Cosan S.A. Indústria e Comércio. As of March 31, 2016 the mentioned credit facility had not been used.
46
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investments(1) | | | Equity in net income of subsidiaries | |
| | Country | | | Business | | | Percentage of Interest | | | 2016 | | | 2015 | | | 2016 | | | 2015 | | | 2014 | |
Book value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Centro de Tecnologia Canavieira S.A. | | | Brazil | | | | R&D | | | | 21.50 | % | | | 88,483 | | | | 68,574 | | | | 1,840 | | | | 1,962 | | | | (3,645 | ) |
Codexis Inc.(2) | | | United States | | | | R&D | | | | — | | | | — | | | | — | | | | — | | | | (6,684 | ) | | | (14,225 | ) |
Logum Logística S.A. | | | Brazil | | | | Logistics | | | | 20.00 | % | | | 53,687 | | | | 64,370 | | | | (46,829 | ) | | | (29,054 | ) | | | (16,385 | ) |
Uniduto Logística S.A. | | | Brazil | | | | Logistics | | | | 46.48 | % | | | 12,740 | | | | 30,587 | | | | (25,514 | ) | | | (161 | ) | | | (179 | ) |
Serviços e Tecnologia de Pagamentos S.A.(6) | | | Brazil | | | | Payment options | | | | 10.00 | % | | | — | | | | 27,257 | | | | 11,227 | | | | 20,016 | | | | 10,080 | |
Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,752 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 154,910 | | | | 190,788 | | | | (62,028 | ) | | | (13,921 | ) | | | (24,354 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Appreciation of assets, net assigned | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Serviços e Tecnologia de Pagamentos S.A.(6) | | | | | | | | | | | | | | | — | | | | 47,284 | | | | (3,862 | ) | | | (6,320 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal | | | | | | | | | | | | | | | — | | | | 47,284 | | | | (3,862 | ) | | | (6,320 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment goodwill(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Uniduto Logística S.A. | | | | | | | | | | | | | | | 5,676 | | | | 5,676 | | | | — | | | | — | | | | — | |
In the Centro de Tecnologia Canavieira S.A. | | | | | | | | | | | | | | | 49,839 | | | | 41,379 | | | | — | | | | — | | | | — | |
In Serviços e Tecnologia de Pagamentos S.A.(6) | | | | | | | | | | | | | | | — | | | | 184,436 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal | | | | | | | | | | | | | | | 55,515 | | | | 231,491 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total investments | | | | | | | | | | | | | | | 210,425 | | | | 469,563 | | | | (65,890 | ) | | | (20,241 | ) | | | (24,354 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for negative equity(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other(5) | | | | | | | | | | | | | | | — | | | | (2,653 | ) | | | (1 | ) | | | (1 | ) | | | (1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total provision for unsecured liability | | | | | | | | | | | | | | | — | | | | (2,653 | ) | | | (1 | ) | | | (1 | ) | | | (1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (65,891 | ) | | | (20,242 | ) | | | (24,355 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Investments accounted for under the equity method; |
(2) | As of March 10, 2015, RESA sold all of its Codexis shares; |
(3) | Goodwill on acquisition and transfer of shares; |
(4) | Classified in the non-current liabilities; |
(5) | From June 30, 2015, RESA has been consolidated Unimodal Ltda.; and, |
(6) | As of March 14, 2016, RCSA sold all of its STP shares, subject to some preceding conditions. The investment was reclassified as assets held for sale. See Note 9.b.i below. |
47
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Investment transactions in associated companies without considering the provision for the negative equity is as follows:
| | | | |
March 31, 2013 | | | 267,489 | |
| | | | |
Equity in net income of subsidiaries | | | (24,355 | ) |
Acquisition of STP (Note 26) | | | 250,000 | |
Additions to the investment | | | 33,024 | |
Investment goodwill | | | 204 | |
Write-offs | | | (23,900 | ) |
Allocation to intangible assets(1) | | | (61,629 | ) |
Dividends receivable | | | (4,369 | ) |
Other | | | (18,487 | ) |
| | | | |
March 31, 2014 | | | 417,977 | |
| | | | |
Equity in net income of subsidiaries | | | (20,241 | ) |
Additions to the investment | | | 58,964 | |
Dividends receivable | | | (10,430 | ) |
Capital gain due to dilution of corporate interest | | | 30,333 | |
Transfer to other financial assets | | | (8,147 | ) |
Other | | | 1,107 | |
| | | | |
March 31, 2015 | | | 469,563 | |
| | | | |
Equity in net income of subsidiaries | | | (65,891 | ) |
Additions to the investment | | | 48,914 | |
Investment goodwill | | | 8,458 | |
Dividends receivable | | | (23,256 | ) |
Capital gain due to dilution of corporate interest | | | 15,583 | |
Transfer to other financial assets (Note 9.b.i) | | | (243,086 | ) |
Other | | | 140 | |
| | | | |
March 31, 2016 | | | 210,425 | |
| | | | |
(1) | Technology agreements for the production of second generation ethanol (“E2G”) from Codexis Inc. |
a) | Summary financial information on investments |
i) | The main associated companies’ accounts, are as follows: |
| | | | | | | | | | | | | | | | |
| | Logum Logística S.A. (1)/(2) | | | Uniduto Logística Ltda. (1)/(2) | | | Centro de Tecnologia Canavieira S.A. (2) | | | Iogen Energy Corp. (3) | |
Assets | | | 2,505,051 | | | | 85,080 | | | | 695,961 | | | | 39,950 | |
Liabilities | | | (2,236,615 | ) | | | (3,068 | ) | | | (265,120 | ) | | | (293,184 | ) |
| | | | | | | | | | | | | | | | |
Equity | | | 268,436 | | | | 82,012 | | | | 430,841 | | | | (253,234 | ) |
| | | | | | | | | | | �� | | | | | |
Net operating income | | | 120,041 | | | | — | | | | 78,332 | | | | — | |
Net income (loss) | | | (234,147 | ) | | | (299 | ) | | | 3,021 | | | | (4,972 | ) |
48
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Logum Logística S.A. (1)/(2) | | | Uniduto Logística Ltda. (1)/(2) | | | Centro de Tecnologia Canavieira S.A. (2) | | | Unimodal Ltda.(1) | | | Iogen Energy Corp. (3) | | | Serviços e Tecnologia de Pagamentos (1)/(2) | |
Assets | | | 2,049,903 | | | | 65,810 | | | | 454,036 | | | | — | | | | 48,652 | | | | 1,197,732 | |
Liabilities | | | (1,728,055 | ) | | | (4 | ) | | | (126,403 | ) | | | (3,617 | ) | | | (283,746 | ) | | | (925,164 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity | | | 321,848 | | | | 65,806 | | | | 327,633 | | | | (3,617 | ) | | | (235,094 | ) | | | 272,568 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | 41,479 | | | | — | | | | 75,093 | | | | — | | | | — | | | | 671,749 | |
Net income (loss) | | | (145,266 | ) | | | (346 | ) | | | 499 | | | | (15 | ) | | | (15,377 | ) | | | 200,164 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Logum Logística S.A.(1)/(2) | | | Uniduto Logística S.A.(1)/(2) | | | Codexis, Inc, (1)/(2) | | | Centro de Tecnologia Canavieira S.A.(2) | | | Unimodal Ltda | | | Iogen Energy Corporation (3) | | | Services and Payment Technologies (1)/(2) | |
Assets | | | 1,752,011 | | | | 43,650 | | | | 137,839 | | | | 271,262 | | | | 1 | | | | 45,765 | | | | 960,034 | |
Liabilities | | | (1,504,533 | ) | | | (9 | ) | | | (40,661 | ) | | | (117,387 | ) | | | (3,603 | ) | | | (231,162 | ) | | | (783,330 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ equity | | | 247,478 | | | | 43,641 | | | | 97,178 | | | | 153,875 | | | | (3,602 | ) | | | (185,397 | ) | | | 176,704 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net operating income | | | 3,500 | | | | — | | | | 68,913 | | | | 56,875 | | | | — | | | | — | | | | 299,855 | |
Net income (loss) | | | (117,148 | ) | | | (395 | ) | | | (89,165 | ) | | | (910 | ) | | | — | | | | (1,904 | ) | | | 100,801 | |
(1) | The fiscal year of these investees is on December 31; |
(2) | Significant influence over these companies has been defined, mainly, based on the Group’s right to elect key management personnel and to decide on their significant operational and some strategic issues; |
(3) | Jointly controlled entity in which the Group participation is 50% in common shares, whose fiscal year ends on August 31. RESA did not recognize a provision for shareholders’ deficit or share of loss of equity-accounted investees, given that it has no legal or constructive obligations to make payments on account of that company. |
b) | Investment transactions in associated companies |
Occurred in the year ended March 31, 2016
(i) | Disposal of corporate interest in STP |
By means of a share purchase and sale agreement on March 14, 2016, shareholders of STP sold 100% of shares in the share capital of STP to DBTRANS Administração de Meios de Pagamentos Ltda. for R$ 4,086,000, of which R$ 408,600 will be paid to RCSA for 10% of its interest, when contractual conditions are met.
As concluding this transaction is subject to compliance with certain contractual clauses, including approval by the anti-monopolies official body (Conselho Administrativo de Defesa Econômica—CADE), the Company has not yet derecognized the assets nor recognized the transaction’s gain, yet it reclassified the R$ 243,086 carrying amount of the investment to current assets, to the line item Assets held for sale.
49
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
ii) | Increase in capital of Logum Logística S.A. (“Logum”) |
During the period ended on March 31, 2015 capital increases by the Company were resolved and approved totaling R$ 180,000 by means of cash contributions. The amounts subscribed and paid in 2016 by the Group in these operations totaled R$ 36,000.
In these operations, there were no variations in the percentage of participation in the share capital of the investee, since all shareholders effected capital contributions in proportion to their existing holding.
(iii) | Increase in capital of Uniduto Logística S.A. (“Uniduto”) |
During the year ended March 31, 2015 capital increases by the Company were resolved and approved totaling R$ 16,500 by means of cash contributions. The amounts subscribed and paid in 2016 by the Group in these operations totaled R$ 7,668.
In these operations, there were no variations in the percentage of participation in the share capital of the investee, since all shareholders effected capital contributions in proportion to their existing holding.
(iv) | Centro de Tecnologia Canavieira S.A. (“CTC”) |
On April 13, 2015, RESA, through its subsidiary Raízen Tarumã Ltda. (“Tarumã”) received a transfer of 4,236 shares from CTC, valued at R$ 8,250, of the company Sabarálcool S.A.—Açúcar e Álcool, as a partial payment of a debt that had with Tarumã, and the CTC’s interest in share capital now totals 0.5899%. Therefore, Tarumã recognized an increase in its investment and goodwill in the amount of R$ 1,933 and R$ 6,317, respectively under Investments.
After the transaction, RESA has a direct and indirect participation in the share capital of CTC of 21.52%.
During the Special Shareholders’ Meeting held on February 24, 2016 a R$ 94,589 capital increase was approved by CTC shareholders, through an issue of 41,869 new common shares. The sum underwritten by RESA for this transaction totaled R$ 2,624 equal to 1151 common shares, with R$ 2,031 paid in on March 28, 2016 and R$ 593 paid in on April 1, 2016. Hence, RESA recognized investment and goodwill totaling R$ 540 and R$ 2,084 respectively in the line item Investments.
As provided for in the CTC shareholders’ agreement, in this transaction RESA and all other shareholders waived 89.83% of their pre-emptive rights to underwrite CTC shares. Hence, its ownership interest in the share capital of this investee dropped from 20.93% to 19.92%, thus creating a R$ 15,121 capital gain by diluting the corporate interest, recognized in the line item Other operating income, net (Note 21).
50
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
(c) | Capital increase by Tarumã, a RESA subsidiary |
In the CTC capital increase dated February 24, 2016 as shown the above item, Tarumã underwrote R$ 73 equal to 32 common shares, with R$ 57 paid in on March 28, 2016 and R$ 16 paid in on April 1, 2016. Hence, Tarumã recognized investment and goodwill totaling R$ 16 and R$ 57 respectively in the line item Investments.
Based on the waiver of pre-emptive rights to underwrite CTC shares, also mentioned above in item (b), Tarumã reduced its ownership interest in CTC from 0.59% to 0.57%, thus creating a R$ 462 share capital gain by diluting the corporate interest, recognized in the line item Other operating income, net (Note 21).
(v) | Capital increase in Iogen Energy Corporation |
On March 8, 2016, RESA made a R$ 2,757 capital contribution to this associated company, equal to CAD 1000 thousand and entirely underwritten and paid in.
Occurred in the year ended March 31, 2015
(i) | Increase in capital of Logum |
On May 23, 2014 during a Logum investee’s Board of Directors’ Meeting (“RCA”), a R$ 81,230 capital increase was resolved and approved through the issue of 231,830,850 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 16,246, equal to 46,366,170 common shares.
On July 30, 2014 during a Board of Directors’ Meeting, the company’s R$ 52,857 capital increase was resolved and approved through the issue of 155,644,876 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 10,572, equal to 31,128,975 common shares.
On November 3, 2014 during a Board of Directors’ Meeting, the company’s R$ 65,527 capital increase was resolved and approved through the issue of 234,025,000 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 13,105, equal to 46,805,000 common shares.
On March 13, 2015 during a Board of Directors’ Meeting, the company’s R$ 20,000 capital increase was resolved and approved through the issue of 80,000,000 new common shares. The sum underwritten and paid in by the Company in this transaction totaled R$ 4,000, equal to 16,000,000 common shares.
In these operations abovementioned, there were no variations in the percentage of participation in the share capital of the investee, since all shareholders effected capital contributions in proportion to their existing holding.
(ii) | Increase in capital of Uniduto |
On May 20, 2014 during a Uniduto investee’s Board of Directors’ Meeting, a R$ 8,573 capital increase was resolved and approved through the issue of 30,303,995 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 3,891, equal to 14,085,297 common shares.
51
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
On July 31, 2014 during a Board of Directors’ Meeting, the company’s R$ 5,286 capital increase was resolved and approved through the issue of 18,790,260 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 2,457, equal to 8,732,904 common shares.
On November 03, 2014 during a Board of Directors’ Meeting, the company’s R$ 6,553 capital increase was resolved and approved through the issue of 23,327,519 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 3,045, equal to 10,842,631 common shares.
On March 11, 2015 during a Board of Directors’ Meeting, the company’s R$ 2,300 capital increase was resolved and approved through the issue of 8,193,800 new common shares. The sum underwritten and paid in by the Company in this transaction totaled R$ 1,069, equal to 3,808,478 common shares.
In these operations abovementioned, there were no variations in the percentage of participation in the share capital of the investee, since all shareholders effected capital contributions in proportion to their existing holding.
(iii) | Capital increase in CTC |
During the Special Shareholders’ Meeting held on July 10, 2014 a R$ 165,002 capital increase was resolved and approved by CTC shareholders, through an issue of 83,741 new common shares. The sum underwritten by RESA in this transaction totaled R$ 4,579, equal to 2,324 common shares. The sum of R$ 2,291 equal to 50% of the underwritten amount was paid in on September 19, 2014, and the outstanding 50% balance was paid in on March 24, 2015. As provided for in the CTC shareholders’ agreement, in this transaction RESA waived 90.9% of its pre-emptive rights to underwrite CTC shares. Hence, its interest percentage in share capital in this investee dropped from 23.33% to 20.93%, thus creating a R$ 30,333 capital gain by diluting the corporate interest, recognized in the line item Other operating income, net (Note 21).
Occurred during the year ended March 31, 2014
On September 12, 2013 during a Logum investee’s Board of Directors’ Meeting, the company’s R$ 80,000 capital increase was resolved and approved through the issue of 158,056,914 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 16,000, equal to 31,611,383 common shares.
In addition, on November 19, 2013 during a Logum investee’s Board of Directors’ Meeting, the company’s R$ 53,000 capital increase was resolved and approved through the issue of 117,689,804 new common shares. The sum underwritten and paid in by RESA in this transaction totaled R$ 10,600, equal to 23,537,961 common shares.
In these operations abovementioned, there were no variations in the percentage of participation in the share capital of the investee, since all shareholders effected capital contributions in proportion to their existing holding.
52
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
On September 9, 2013 by means of a share sale and purchase agreement, RESA acquired 528,406 common shares issued by Uniduto for R$ 354 and equal to a 0.49% ownership interest in the Company’s share capital, thus obtaining R$ 204 in goodwill in this transaction. Hence, RESA raised its ownership interest in the share capital of Uniduto to 46.47%.
On this same date during the Uniduto investee’s Board of Directors’ Meeting, an R$ 8,000 capital increase was resolved and approved by the company. The sum underwritten and paid in by RESA in this transaction totaled R$ 3,718.
In addition, on November 19, 2013 during a Uniduto investee’s Board of Directors’ Meeting, the company’s R$ 5,300 new capital increase was resolved and approved. The sum underwritten and paid in by RESA in this transaction totaled R$ 2,463.
In February 2014 RESA transferred R$ 93 in funds to Uniduto as an advance for a future capital increase.
In these operations, except for the shares acquired on September 9, 2013, there were no variations in the percentage of participation in the share capital of the investee, since all shareholders effected capital contributions in proportion to their existing holding.
As described in Note 2.1.d, the Group reviews assumptions used to calculate the fair value biological assets at each reporting date. The most recent change in pricing assumptions occurred on December 31, 2015 (and remained flat for the year end March 31, 2016 remeasurement), mainly due to increasing ATR (“Total Recoverable Sugar”) average price expectations (from R$ 0.52/kg on March 31, 2015 to R$ 0.63/kg on March 31, 2016—a weighted average of all cash flows), pursuant to sugar price and US dollar expectations.
Changes in biological assets (sugar cane) are detailed below:
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Balance at the beginning of the year | | | 1,959,859 | | | | 2,036,693 | | | | 1,978,477 | |
| | | | | | | | | | | | |
Expenditures with planting(1) | | | 249,478 | | | | 385,102 | | | | 399,889 | |
Expenditures with sugar-cane care(1) | | | 515,437 | | | | 541,531 | | | | 506,097 | |
Absorption of harvested sugar-cane costs | | | (928,282 | ) | | | (972,128 | ) | | | (794,238 | ) |
Change in fair value | | | 637,481 | | | | (31,339 | ) | | | (68,772 | ) |
Transfers and restatements | | | 29,515 | | | | — | | | | — | |
Acquisition of Cerrado (Nota 26) | | | — | | | | — | | | | 15,240 | |
| | | | | | | | | | | | |
Balance at the end of the year | | | 2,463,488 | | | | 1,959,859 | | | | 2,036,693 | |
| | | | | | | | | | | | |
(1) | As of March 31, 2016, those expenses include the amounts of R$ 63,235 (R$ 75,222 in 2015 and R$ 67,339 in 2014), arising from the depreciation of agricultural machinery which make up the initial cost of biological assets. |
53
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Sugar cane stubble
Planted areas refer only to sugarcane plantations, and do not consider the land itself. The fair value of biological assets is classified as level 3 and the following main assumptions were used to determine the fair value using the discounted cash flow approach:
| | | | | | | | |
| | 2016 | | | 2015 | |
Estimated harvest area (hectares) | | | 427,768 | | | | 412,738 | |
Productivity expected (tons of sugar-cane per hectare) | | | 80.04 | | | | 75.30 | |
Amount of ATR (kg) | | | 130.12 | | | | 132.60 | |
Average ATR price per Kg projected (R$/Kg) | | | 0.63 | | | | 0.52 | |
As of March 31, 2016, the discount rate used in the calculation was 7.48% per year (7.73% in 2015).
The Company’s sugarcane planting operations are exposed to variations from climate changes, pests and diseases, forest fires and other forces of nature.
Weather conditions may historically cause fluctuations in the ethanol and sugar industries and therefore in Group’s operating results because they affect crops by means of increasing or reducing harvests. Moreover, Group’s businesses are subject to seasonal fluctuations determined by the sugar cane growth cycle in Brazil’s Center-Southern region.
Sugarcane usually starts to be harvested in Brazil’s Center-Southern region between April and May every year and harvesting ends in November and December. This causes fluctuations in inventories, which are usually higher in November and December to cover off season sales (from December to April) and in gross profit, which is likely to be lower in the last quarter of the calendar year (from October to December).
54
RAÍZEN Group
Management notes to the combined and consolidated financial information
as of March 31, 2015
(In thousands of Reais, except when indicated otherwise)
11. | Property, plant and equipment |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lands and rural properties | | | Buildings and improvements | | | Machinery, equipment and facilities | | | Aircrafts and vehicles | | | Furniture, fixtures and IT equipment | | | Works in progress | | | Frequently replaced parts and accessories | | | Other | | | Total | |
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 683,630 | | | | 1,306,857 | | | | 8,598,965 | | | | 641,628 | | | | 192,817 | | | | 1,210,469 | | | | 1,118,980 | | | | 53,719 | | | | 13,807,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | 1,952 | | | | — | | | | 38,464 | | | | 2,699 | | | | 278 | | | | 618,569 | | | | 528,876 | | | | — | | | | 1,190,838 | |
Write-offs | | | (32,304 | ) | | | (16,557 | ) | | | (138,720 | ) | | | (20,665 | ) | | | (7,535 | ) | | | — | | | | — | | | | (1 | ) | | | (215,782 | ) |
Transfers between cost and depreciation | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (596,376 | ) | | | — | | | | (596,376 | ) |
Transfers(1) | | | — | | | | 191,029 | | | | 683,806 | | | | 44,908 | | | | 27,291 | | | | (968,207 | ) | | | — | | | | (751 | ) | | | (21,924 | ) |
Provision for losses and other(2) | | | — | | | | — | | | | 1,659 | | | | (3 | ) | | | (35 | ) | | | 388 | | | | — | | | | — | | | | 2,009 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 653,278 | | | | 1,481,329 | | | | 9,184,174 | | | | 668,567 | | | | 212,816 | | | | 861,219 | | | | 1,051,480 | | | | 52,967 | | | | 14,165,830 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | — | | | | (387,878 | ) | | | (2,894,330 | ) | | | (279,188 | ) | | | (122,065 | ) | | | — | | | | (596,376 | ) | | | (30,351 | ) | | | (4,310,188 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation for the year | | | — | | | | (27,897 | ) | | | (467,407 | ) | | | (42,488 | ) | | | (22,077 | ) | | | — | | | | (611,756 | ) | | | (4,465 | ) | | | (1,176,090 | ) |
Write-offs | | | — | | | | 10,569 | | | | 100,107 | | | | 18,804 | | | | 6,339 | | | | — | | | | — | | | | — | | | | 135,819 | |
Transfers between cost and depreciation | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 596,376 | | | | — | | | | 596,376 | |
Transfers(1) | | | — | | | | (19,108 | ) | | | 21,581 | | | | (2,609 | ) | | | (257 | ) | | | — | | | | — | | | | 394 | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | — | | | | (424,314 | ) | | | (3,240,049 | ) | | | (305,481 | ) | | | (138,060 | ) | | | — | | | | (611,756 | ) | | | (34,422 | ) | | | (4,754,082 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 653,278 | | | | 1,057,015 | | | | 5,944,125 | | | | 363,086 | | | | 74,756 | | | | 861,219 | | | | 439,724 | | | | 18,545 | | | | 9,411,748 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 683,630 | | | | 918,979 | | | | 5,704,635 | | | | 362,440 | | | | 70,752 | | | | 1,210,469 | | | | 522,604 | | | | 23,368 | | | | 9,496,877 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes transfer of current assets, in the amount of R$ 2,767 consisting of non-recoverable Value-Added Tax on Sales and Services (ICMS) credits and transfer to intangible assets (software) in the amount of R$ 24,690; and, (2) Refers mainly to the reversal for inventory loss recognized in the income statement under Other operating income, net (Note 21), in the amount of R$ 1,869. |
55
RAÍZEN Group
Management notes to the combined and consolidated financial information
as of March 31, 2015
(In thousands of Reais, except when indicated otherwise)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lands and rural properties | | | Buildings and improvements | | | Machinery, equipment and facilities | | | Aircrafts and vehicles | | | Furniture, fixtures and IT equipment | | | Works in progress | | | Frequently replaced parts and accessories | | | Other | | | Total | |
Cost: | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 721,384 | | | | 1,229,330 | | | | 8,091,579 | | | | 579,442 | | | | 183,836 | | | | 1,199,134 | | | | 1,047,437 | | | | 49,451 | | | | 13,101,593 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | — | | | | — | | | | 43,075 | | | | 22 | | | | 555 | | | | 986,133 | | | | 624,883 | | | | — | | | | 1,654,668 | |
Business combination(1) | | | 62 | | | | 478 | | | | 27,120 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27,660 | |
Reversal of sums contributed(2) | | | (4,574 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4,574 | ) |
Write-offs | | | (49,391 | ) | | | (15,443 | ) | | | (270,777 | ) | | | (21,942 | ) | | | (16,535 | ) | | | (71 | ) | | | — | | | | — | | | | (374,159 | ) |
Transfer between cost and depreciation | | | — | | | | — | | | | (18,306 | ) | | | — | | | | — | | | | — | | | | (553,340 | ) | | | — | | | | (571,646 | ) |
Transfers | | | 16,149 | | | | 92,492 | | | | 729,463 | | | | 84,106 | | | | 24,279 | | | | (969,238 | ) | | | — | | | | 4,268 | | | | (18,481 | ) |
Provision for losses and other(3) | | | — | | | | — | | | | (3,189 | ) | | | — | | | | 682 | | | | (5,489 | ) | | | — | | | | — | | | | (7,996 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 683,630 | | | | 1,306,857 | | | | 8,598,965 | | | | 641,628 | | | | 192,817 | | | | 1,210,469 | | | | 1,118,980 | | | | 53,719 | | | | 13,807,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | — | | | | (377,412 | ) | | | (2,703,373 | ) | | | (259,000 | ) | | | (119,227 | ) | | | — | | | | (553,340 | ) | | | (23,190 | ) | | | (4,035,542 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation for the year | | | — | | | | (19,970 | ) | | | (451,374 | ) | | | (41,152 | ) | | | (20,982 | ) | | | — | | | | (596,376 | ) | | | (6,657 | ) | | | (1,136,511 | ) |
Write-offs | | | — | | | | 10,558 | | | | 240,273 | | | | 20,711 | | | | 14,339 | | | | — | | | | — | | | | — | | | | 285,881 | |
Transfer between cost and depreciation | | | — | | | | — | | | | 18,306 | | | | — | | | | — | | | | — | | | | 553,340 | | | | — | | | | 571,646 | |
Transfers | | | — | | | | (1,054 | ) | | | 1,838 | | | | 253 | | | | 3,805 | | | | — | | | | — | | | | (504 | ) | | | 4,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | — | | | | (387,878 | ) | | | (2,894,330 | ) | | | (279,188 | ) | | | (122,065 | ) | | | — | | | | (596,376 | ) | | | (30,351 | ) | | | (4,310,188 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 683,630 | | | | 918,979 | | | | 5,704,635 | | | | 362,440 | | | | 70,752 | | | | 1,210,469 | | | | 522,604 | | | | 23,368 | | | | 9,496,877 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 721,384 | | | | 851,918 | | | | 5,388,206 | | | | 320,442 | | | | 64,609 | | | | 1,199,134 | | | | 494,097 | | | | 26,261 | | | | 9,066,051 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Acquisition of Latina (Note 26); (2) Reversal of sums contributed with regard to business combinations with Cosan Combustíveis e Lubrificantes S.A. (“CCL”); and, (3) Includes provision for inventory loss, recognized in the income statement under Other operating income, net (Note 21), in the amount of R$ 8,678. |
56
RAÍZEN Group
Management notes to the combined and consolidated financial information
as of March 31, 2015
(In thousands of Reais, except when indicated otherwise)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lands and rural properties | | | Buildings and improvements | | | Machinery, equipment and facilities | | | Aircrafts and vehicles | | | Furniture, fixtures and IT equipment | | | Works in progress | | | Frequently replaced parts and accessories | | | Other | | | Total | |
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2013 | | | 831,251 | | | | 1,168,693 | | | | 7,443,282 | | | | 481,554 | | | | 178,477 | | | | 977,054 | | | | 1,102,438 | | | | 42,685 | | | | 12,225,434 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | — | | | | 576 | | | | 51,741 | | | | — | | | | 1,504 | | | | 1,240,461 | | | | 561,761 | | | | — | | | | 1,856,043 | |
Write-offs | | | (113,623 | ) | | | (20,449 | ) | | | (160,209 | ) | | | (10,563 | ) | | | (10,315 | ) | | | — | | | | — | | | | (1,410 | ) | | | (316,569 | ) |
Transfer between cost and depreciation | | | — | | | | (654 | ) | | | (4,957 | ) | | | (420 | ) | | | (41 | ) | | | (482 | ) | | | — | | | | — | | | | (6,554 | ) |
Transfers | | | 3,756 | | | | 81,164 | | | | 761,722 | | | | 108,871 | | | | 14,044 | | | | (1,017,899 | ) | | | (616,762 | ) | | | 2,384 | | | | (662,720 | ) |
Provision for losses and other(1) | | | — | | | | — | | | | — | | | | — | | | | 167 | | | | — | | | | — | | | | 5,792 | | | | 5,959 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 721,384 | | | | 1,229,330 | | | | 8,091,579 | | | | 579,442 | | | | 183,836 | | | | 1,199,134 | | | | 1,047,437 | | | | 49,451 | | | | 13,101,593 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated depreciation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2013 | | | — | | | | (345,063 | ) | | | (2,460,261 | ) | | | (231,741 | ) | | | (108,354 | ) | | | — | | | | (616,762 | ) | | | (20,679 | ) | | | (3,782,860 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation for the year | | | — | | | | (46,856 | ) | | | (370,162 | ) | | | (36,498 | ) | | | (20,230 | ) | | | — | | | | (553,340 | ) | | | (3,889 | ) | | | (1,030,975 | ) |
Write-offs | | | — | | | | 13,895 | | | | 121,447 | | | | 9,095 | | | | 8,886 | | | | — | | | | — | | | | 1,378 | | | | 154,701 | |
Transfer between cost and depreciation | | | — | | | | 654 | | | | 5,440 | | | | 107 | | | | 353 | | | | — | | | | — | | | | — | | | | 6,554 | |
Transfers | | | — | | | | (42 | ) | | | 163 | | | | 37 | | | | 118 | | | | — | | | | 616,762 | | | | — | | | | 617,038 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | — | | | | (377,412 | ) | | | (2,703,373 | ) | | | (259,000 | ) | | | (119,227 | ) | | | — | | | | (553,340 | ) | | | (23,190 | ) | | | (4,035,542 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 721,384 | | | | 851,918 | | | | 5,388,206 | | | | 320,442 | | | | 64,609 | | | | 1,199,134 | | | | 494,097 | | | | 26,261 | | | | 9,066,051 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2013 | | | 831,251 | | | | 823,630 | | | | 4,983,021 | | | | 249,813 | | | | 70,123 | | | | 977,054 | | | | 485,676 | | | | 22,006 | | | | 8,442,574 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes inventory losses in the amount of R$ 1,373 and reversal for doubtful accounts in the amount of R$ 7,165 recorded as income under Other operating income, net (Note 21). |
57
RAÍZEN Group
Management notes to the combined and consolidated financial information
as of March 31, 2015
(In thousands of Reais, except when indicated otherwise)
Works in progress
The balances of construction in progress consist basically of: (i) stillage concentration project; (ii) investments in expanding sugar-cane crushing; (iii) project for receiving the chopped sugar cane and separate the straw for the co-generation of energy; (iv) installation of tanks to increase ethanol storage capacity; (v) investments for industrial maintenance and improvement, agricultural automation, in addition to safety, health and environment and administrative investments; (vi) construction projects for new fuel distribution terminals and the expansion, modernization and improvement of existing terminals; (vii) investments in Shell gas stations to replace fuel pumps, make environmental adaptations, polish the image, renovate and refurbish gas station convenience stores, purchase and install furniture and equipment for the gas station convenience stores; (viii) investments in large consumer clients; (ix) investments in airports where RCSA distributes fuels, such as the acquisition of supply vehicles, expansion of the network of hydrants and points of supply, installation of the whole infrastructure of new airports and modernization and improvement of existing airports.
During the year ended March 31, 2016 a number of projects were concluded, substantially formed by the E2G project, expansion of the Paraguaçu mill, implementation of the fuel distribution terminal in Rondonópolis (MT), construction of the Marabá terminal and expansion of the Palmas terminal, involving, approximately, R$ 500,000.
Borrowing costs capitalization
During the year ended March 31, 2016 the costs of borrowings capitalized in the Group were R$ 34,923 (R$ 40,636 in 2015 and R$ 65,737 in 2014). The annual weighted average of debt charges used for capitalization of interest in the balance of construction in progress was 5.25% in 2016 (5.86% in 2015 and 5.81% in 2014).
Financial lease
As of March 31, 2016, the aircraft class includes net residual values of R$ 5,162 (R$ 5,694 in 2015 and R$ 6,662 in 2014), in which RESA is the lessee under a finance lease.
Property, plant and equipment pledged
As of March��31, 2016, loans and financing are secured by land, building and machinery in the total amount of R$ 1,581,647 (R$ 1,957,387 in 2015 and R$ 2,291,344 in 2014).
58
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Software license | | | Goodwill | | | Brands | | | Agricultural Partnership Agreements | | | Sugarcane supply agreements | | | Contractual relationships with clients | | | Exclusive supply rights | | | Public concession rights of use | | | Technology(1) | | | Other(2) | | | Total | |
Cost or evaluation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 326,293 | | | | 1,978,031 | | | | 532,341 | | | | 18,411 | | | | 181,516 | | | | 362,834 | | | | 2,206,927 | | | | 12,541 | | | | 179,876 | | | | 31,022 | | | | 5,829,792 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | 31,017 | | | | — | | | | 7 | | | | — | | | | — | | | | — | | | | 537,968 | | | | — | | | | — | | | | — | | | | 568,992 | |
Write-offs | | | (7,315 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (95,586 | ) | | | — | | | | — | | | | — | | | | (102,901 | ) |
Transfer(3) | | | 24,689 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (18 | ) | | | — | | | | — | | | | — | | | | 24,671 | |
Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,515 | | | | 1,515 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 374,684 | | | | 1,978,031 | | | | 532,348 | | | | 18,411 | | | | 181,516 | | | | 362,834 | | | | 2,649,291 | | | | 12,541 | | | | 179,876 | | | | 32,537 | | | | 6,322,069 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | (226,885 | ) | | | (431,380 | ) | | | (209,810 | ) | | | (5,803 | ) | | | (55,954 | ) | | | (57,390 | ) | | | (963,223 | ) | | | (5,772 | ) | | | — | | | | (19,130 | ) | | | (1,975,347 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization in the year | | | (32,546 | ) | | | — | | | | (55,633 | ) | | | (3,224 | ) | | | (11,508 | ) | | | (18,748 | ) | | | (309,898 | ) | | | (2,506 | ) | | | (17,988 | ) | | | (3,736 | ) | | | (455,787 | ) |
Write-offs | | | 6,195 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 95,586 | | | | — | | | | — | | | | — | | | | 101,781 | |
Transfer(3) | | | (1 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 76 | | | | — | | | | — | | | | — | | | | 75 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | (253,237 | ) | | | (431,380 | ) | | | (265,443 | ) | | | (9,027 | ) | | | (67,462 | ) | | | (76,138 | ) | | | (1,177,459 | ) | | | (8,278 | ) | | | (17,988 | ) | | | (22,866 | ) | | | (2,329,278 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 121,447 | | | | 1,546,651 | | | | 266,905 | | | | 9,384 | | | | 114,054 | | | | 286,696 | | | | 1,471,832 | | | | 4,263 | | | | 161,888 | | | | 9,671 | | | | 3,992,791 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 99,408 | | | | 1,546,651 | | | | 322,531 | | | | 12,608 | | | | 125,562 | | | | 305,444 | | | | 1,243,704 | | | | 6,769 | | | | 179,876 | | | | 11,892 | | | | 3,854,445 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Refers to technology developed by Iogen and Codexis to produce second-generation ethanol (“E2G”). These technologies are represented by contractual rights including, among others, RESA’s exclusive marketing of those rights in the locations where it operates. The average period of amortization will be 10 years, which is the expected return period of the technologies developed for the production of E2G; (2) Includes intangible assets recognized by Raízen Trading, controlled by RESA, consisting of client portfolio and operating licenses in Europe and United States; and, (3) As of March 31, 2016, net transfers of R$ 24,746 include: (a) transfers from Fixed Assets item totaling R$ 24,690; and, (b) exclusive supply rights totaling R$ 56, transferred from accounts receivable. |
59
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Software license(1) | | | Goodwill | | | Brands | | | Agricultural Partnership Agreements | | | Sugarcane supply agreements | | | Contractual relationships with clients | | | Exclusive supply rights | | | Public concession rights of use | | | Technology(2) | | | Other(3) | | | Total | |
Cost or evaluation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 277,314 | | | | 1,915,811 | | | | 529,862 | | | | 6,107 | | | | 178,286 | | | | 319,402 | | | | 1,709,793 | | | | 12,543 | | | | 234,936 | | | | 27,247 | | | | 5,211,301 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | 18,674 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 507,135 | | | | — | | | | — | | | | — | | | | 525,809 | |
Business combinations(4) | | | — | | | | 70,432 | | | | 7,301 | | | | — | | | | — | | | | 43,432 | | | | 3,073 | | | | — | | | | — | | | | — | | | | 124,238 | |
Reversal of sums contributed(5) | | | — | | | | 3,274 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,274 | |
Final allocation of the Cerrado acquisition (Note 26) | | | — | | | | (9,003 | ) | | | — | | | | 12,303 | | | | 3,230 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,530 | |
Write-offs | | | (1,908 | ) | | | — | | | | (4,822 | ) | | | 1 | | | | — | | | | — | | | | (13,074 | ) | | | (2 | ) | | | — | | | | — | | | | (19,805 | ) |
Transfers | | | 32,213 | | | | (2,483 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 29,730 | |
Provision for impairment losses(6) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (55,060 | ) | | | — | | | | (55,060 | ) |
Other | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,775 | | | | 3,775 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 326,293 | | | | 1,978,031 | | | | 532,341 | | | | 18,411 | | | | 181,516 | | | | 362,834 | | | | 2,206,927 | | | | 12,541 | | | | 179,876 | | | | 31,022 | | | | 5,829,792 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | (197,570 | ) | | | (431,380 | ) | | | (157,960 | ) | | | (1,759 | ) | | | (44,236 | ) | | | (38,638 | ) | | | (710,339 | ) | | | (3,309 | ) | | | — | | | | (17,064 | ) | | | (1,602,255 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization in the year | | | (26,863 | ) | | | — | | | | (56,672 | ) | | | (4,044 | ) | | | (11,718 | ) | | | (18,752 | ) | | | (266,043 | ) | | | (2,466 | ) | | | — | | | | (2,066 | ) | | | (388,624 | ) |
Write-offs | | | 1,886 | | | | — | | | | 4,822 | | | | — | | | | — | | | | — | | | | 13,075 | | | | 3 | | | | — | | | | — | | | | 19,786 | |
Transfers | | | (4,338 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 84 | | | | — | | | | — | | | | — | | | | (4,254 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | (226,885 | ) | | | (431,380 | ) | | | (209,810 | ) | | | (5,803 | ) | | | (55,954 | ) | | | (57,390 | ) | | | (963,223 | ) | | | (5,772 | ) | | | — | | | | (19,130 | ) | | | (1,975,347 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2015 | | | 99,408 | | | | 1,546,651 | | | | 322,531 | | | | 12,608 | | | | 125,562 | | | | 305,444 | | | | 1,243,704 | | | | 6,769 | | | | 179,876 | | | | 11,892 | | | | 3,854,445 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 79,744 | | | | 1,484,431 | | | | 371,902 | | | | 4,348 | | | | 134,050 | | | | 280,764 | | | | 999,454 | | | | 9,234 | | | | 234,936 | | | | 10,183 | | | | 3,609,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | As of March 31, 2015, the software class of Intangible assets included the net residual value of R$ 1,421 in which RESA is the lessee under a finance lease; (2) Refers to technology developed by Iogen and Codexis to produce second-generation ethanol (“E2G”). These technologies are represented by contractual rights including, among others, RESA’s exclusive marketing of those rights in the locations where it operates. The average period of amortization will be 10 years, which is the expected return period of the technologies developed for the production of E2G; (3) Includes intangible assets recognized by Raízen Trading, controlled by RESA, consisting of client portfolio acquired in business combination and operating licenses in Europe and United States; (4) Latina Acquisition (Note 26); (5) Reversal of sums contributed with regard to the business combination with Cosan Combustiveis and Lubrificantes S.A. (“CCL”); and, (6) On March 31, the RESA estimated loss related to intangible assets recognized for the potential benefit arising from Codexis technology due to the uncertainty regarding its use. Therefore, it was made the additional provision for loss of R $ 55,060, recognized in the income statement under Other operating income, net (Note 21). |
60
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Software license | | | Goodwill | | | Brands | | | Agricultural Partnership Agreements | | | Sugarcane supply agreements | | | Contractual relationships with clients | | | Exclusive supply rights | | | Public concession rights of use | | | Technology | | | Other | | | Total | |
Cost or evaluation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2013 | | | 206,266 | | | | 1,883,481 | | | | 594,395 | | | | 9,375 | | | | 157,439 | | | | 366,788 | | | | 1,335,733 | | | | 10,811 | | | | — | | | | 51,943 | | | | 4,616,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | 5,868 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 389,581 | | | | — | | | | — | | | | — | | | | 395,449 | |
Write-offs | | | (25,689 | ) | | | — | | | | (64,533 | ) | | | — | | | | — | | | | (47,386 | ) | | | — | | | | — | | | | — | | | | (4,332 | ) | | | (141,940 | ) |
Addition due to paid in capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 179,876 | | | | — | | | | 179,876 | |
Final allocation of the Costa Rica acquisition (Note 26) | | | — | | | | (1,333 | ) | | | — | | | | (3,268 | ) | | | 20,847 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,246 | |
Temporary allocation of the Cerrado acquisition (Note 26) | | | — | | | | 33,663 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 33,663 | |
Transfers | | | 53,127 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (15,521 | ) | | | 1,732 | | | | 61,629 | | | | — | | | | 100,967 | |
Transfer between cost and amortization | | | 37,742 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (21,917 | ) | | | 15,825 | |
Provision for impairment losses(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6,569 | ) | | | — | | | | (6,569 | ) |
Accumulated translation adjustment—CTA | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,553 | | | | 1,553 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 277,314 | | | | 1,915,811 | | | | 529,862 | | | | 6,107 | | | | 178,286 | | | | 319,402 | | | | 1,709,793 | | | | 12,543 | | | | 234,936 | | | | 27,247 | | | | 5,211,301 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2013 | | | (166,014 | ) | | | (431,380 | ) | | | (169,989 | ) | | | (879 | ) | | | (32,536 | ) | | | (70,872 | ) | | | (491,359 | ) | | | (1,040 | ) | | | — | | | | (36,739 | ) | | | (1,400,808 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization in the year | | | (19,492 | ) | | | — | | | | (52,504 | ) | | | (880 | ) | | | (11,700 | ) | | | (15,152 | ) | | | (218,980 | ) | | | (2,162 | ) | | | — | | | | (6,574 | ) | | | (327,444 | ) |
Write-offs | | | 25,689 | | | | — | | | | 64,533 | | | | — | | | | — | | | | 47,386 | | | | — | | | | — | | | | — | | | | 4,332 | | | | 141,940 | |
Transfer between cost and amortization | | | (37,742 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 21,917 | | | | (15,825 | ) |
Transfers | | | (11 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (107 | ) | | | — | | | | — | | | | (118 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | (197,570 | ) | | | (431,380 | ) | | | (157,960 | ) | | | (1,759 | ) | | | (44,236 | ) | | | (38,638 | ) | | | (710,339 | ) | | | (3,309 | ) | | | — | | | | (17,064 | ) | | | (1,602,255 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | | 79,744 | | | | 1,484,431 | | | | 371,902 | | | | 4,348 | | | | 134,050 | | | | 280,764 | | | | 999,454 | | | | 9,234 | | | | 234,936 | | | | 10,183 | | | | 3,609,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2013 | | | 40,252 | | | | 1,452,101 | | | | 424,406 | | | | 8,496 | | | | 124,903 | | | | 295,916 | | | | 844,374 | | | | 9,771 | | | | — | | | | 15,204 | | | | 3,215,423 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | On March 31, 2014, RESA estimated losses related to technology agreements from Codexis of R$ 6,569 recorded as impairment provision, and recognized in the consolidated statement of income as Other operating income, net (Note 21). |
61
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Goodwill
Refer to goodwill paid for expected future earnings. On March 31, 2016 and 2015, goodwill balance is as follows:
| | | | |
Upon acquisition of Costa Rica Canavieira Ltda. | | | 57,169 | |
Upon acquisition of Cerrado Açúcar e Álcool S.A. | | | 24,660 | |
Upon acquisition of RESA (former Cosan S.A. Açúcar e Álcool) | | | 558 | |
Upon acquisition of Univalem S.A. Açúcar e Álcool | | | 5,018 | |
Upon acquisition of Usina Açucareira Bom Retiro S.A. | | | 81,575 | |
Upon acquisition of Usina Benálcool | | | 149,247 | |
Upon acquisition of Usina Santa Luíza | | | 42,348 | |
Upon acquisition of Usina Zanin Açúcar e Álcool | | | 98,380 | |
Upon acquisition of Vertical | | | 4,313 | |
Upon acquisition of TEAS’ shares | | | 4,818 | |
Upon acquisition of Corona Group | | | 380,003 | |
Upon acquisition of Destivale Group | | | 42,494 | |
Upon acquisition of Mundial Group | | | 87,435 | |
Upon capital payment at Mundial | | | 14,800 | |
Upon establishment of FBA—Franco Brasileira S.A. Açúcar e Álcool | | | 4,407 | |
Upon merger of Curupay S.A. Participações | | | 109,841 | |
| | | | |
Total RESA | | | 1,107,066 | |
| | | | |
Upon acquisition of Latina | | | 70,432 | |
Upon business combination of Cosan Combustíveis Lubrificantes S.A. | | | 348,103 | |
Other | | | 21,050 | |
| | | | |
Total RCSA | | | 439,585 | |
| | | | |
Total Group | | | 1,546,651 | |
| | | | |
Impairment analysis for cash generating units containing goodwill
The Group tests goodwill for impairment at least on an annual basis.
Indefinite life non-financial assets that are not subject to depreciation or amortization are reviewed whenever there are indications that their carrying amount will not be recovered.
In case of RCSA, Management, to determine recoverable value, uses the value in use method, which is based on projection of expected discounted cash flows of cash generating units (CGU) determined by Management based on budgets that take into consideration assumptions related to CGU; business management of RCSA considers them as an integrated distribution chain comprising a single cash generating unit, using information available in the market and prior performances.
Discounted cash flows were prepared for a period of five years and taken to perpetuity with considering a zero growth rate, based on past performance and on expected market development. Cash flows deriving from continued use of related assets are adjusted at specific risks and use pre-tax discount rate, calculated as 7.48% p.a. (8.5% in 2015).
62
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Main assumptions used were: prices based on Market expectation, growth rates estimated for business line and extrapolations of growth rates based on Gross Domestic Product (GDP). Every future cash flow was discounted at rates that reflect specific risks related to relevant assets in each cash generating unit.
In case of RESA, goodwill is allocated to CGU’s identified according to operating regions, as follows:
| | | | |
Operating regions | | Total | |
Piracicaba | | | 138,744 | |
Jaú | | | 558 | |
Araraquara | | | 545,391 | |
Araçatuba | | | 303,401 | |
Assis | | | 109,841 | |
Independent and others | | | 9,131 | |
| | | | |
Total RESA goodwill | | | 1,107,066 | |
| | | | |
RESA, to determine recoverable value, uses the value in use method, which is based on projection of expected discounted cash flows of cash generating units determined by Management based on budgets that take into consideration assumptions related to each CGU using information available in the market and prior performances. Discounted cash flows were prepared for a period of 20 years without considering a terminal growth rate, based on past performance and on expected market development. Rate used corresponds to average market rate of the companies of the industry, calculated as 7.48% p.a.
Main assumptions used for RESA were: expected sales price of commodities in the long-term, productivity of agricultural areas, performance of Total Recoverable Sugar (ATR), and operating and administrative costs. Every future cash flow was discounted at rates that reflect specific risks related to relevant assets in each cash generating unit.
As a result of annual tests, no significant expenses from impairment of assets and goodwill was recognized during the years ended March 31, 2016, 2015 e 2014. Determination of assets recoverability depends on the accomplishment of certain assumptions that are influenced by market, technological, and economic conditions prevailing at the time in which recoverability is tested and, therefore, it is not possible to determine if recoverability losses will occur in the future and, in case they occur, if they will be material.
63
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | |
| | 2016 | | | 2015 | |
Suppliers of materials and services(i) | | | 661,925 | | | | 541,266 | |
Suppliers of ethanol(ii) | | | 251,848 | | | | 276,085 | |
Oil suppliers(ii) | | | 139,689 | | | | 208,246 | |
Sugarcane suppliers(iii) | | | 233,346 | | | | 129,640 | |
Suppliers—Agreement(iv) | | | 379,163 | | | | 174,354 | |
| | | | | | | | |
| | | 1,665,971 | | | | 1,329,591 | |
| | | | | | | | |
(i) | The balance payable to suppliers of materials and services mostly consists of the acquisition of machinery and equipment for the ethanol, sugar and bioenergy production facilities for resale. |
(ii) | The balances payable to suppliers of oil and ethanol consist of purchases. |
(iii) | Sugar cane harvesting, which usually takes place between April and December every year, has a direct impact on the balance of trade payables to sugar cane suppliers and for cutting, loading and transportation services. |
(iv) | The Group has Agreements Related to Payments and Other Covenants (“Agreement”) that permit certain suppliers to advance their receivables referring to products and services provided to the Group, directly with Financial Institution. In said Agreement, supplier may choose to grant or not and the bank decides whether to acquire or not said credit, without interference from the Group. The utilization of the Agreement does not imply any change in notes issued by the supplier, and the same value and payment term conditions are maintained, which, as average, is around 60 to 90 days, period that is consistent with the Group’s recurring operating cycle. |
64
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | |
Purpose | | Final maturity | | | Index | | | Annual effective average interest rate(1) | | | Total | |
| | | | | | | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Classification of debts per currency: | | | | | | | | | | | | | | | | | | | | | | | | |
Denominated in reais | | | | | | | | | | | | | | | | | | | 6,058,158 | | | | 5,868,340 | |
Denominated in North-American Dollars (US$) and Euro (€) (note 23.d) | | | | | | | | | | | | | | | | | | | 6,873,488 | | | | 6,115,042 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | 12,931,646 | | | | 11,983,382 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Type of debts (2): | | | | | | | | | | | | | | | | | | | | | | | | |
BNDES | | | Oct-25 | | | | URTJLP | | | | 10.01% | | | | 8.10% | | | | 1,179,337 | | | | 1,318,415 | |
BNDES | | | Jul-24 | | | | Pre-fixed | | | | 4.08% | | | | 4.10% | | | | 1,173,004 | | | | 1,218,098 | |
BNDES | | | Apr-24 | | | | UMBND | | | | 6.53% | | | | 6.70% | | | | 80,734 | | | | 81,657 | |
Prepayments (“PPEs”) | | | Dec-21 | | | | Dollar (US$) + Libor | | | | 2.84% | | | | 1.70% | | | | 1,693,796 | | | | 863,123 | |
Term Loan Agreement | | | Apr-20 | | | | Dollar (US$) +Libor | | | | 1.94% | | | | 1.60% | | | | 3,728,122 | | | | 3,375,698 | |
Debentures | | | Oct-18 | | | | CDI | | | | 15.19% | | | | 13.70% | | | | 475,446 | | | | 471,020 | |
Debentures | | | Oct-20 | | | | IPCA + interest | | | | 14.15% | | | | 15.10% | | | | 384,812 | | | | 350,187 | |
Senior notes due 2017 | | | Feb-17 | | | | Dollar (US$) | | | | 7.00% | | | | 7.00% | | | | 734,550 | | | | 1,297,921 | |
Resolution 2471 (PESA) | | | Apr-23 | | | | IGP-M | | | | 11.92% | | | | 10.70% | | | | 928,344 | | | | 832,213 | |
Resolution 2471 (PESA) | | | Oct-25 | | | | Pre-fixed | | | | 3.00% | | | | 3.00% | | | | 76 | | | | 84 | |
Credit Notes | | | Oct-20 | | | | CDI | | | | 15.19% | | | | 13.00% | | | | 264,882 | | | | 717,478 | |
Finame/Leasing | | | Nov-14 | | | | Pre-fixed | | | | 5.22% | | | | 4.90% | | | | 93,225 | | | | 96,653 | |
Finame/Leasing | | | — | | | | URTJLP | | | | — | | | | 11.20% | | | | — | | | | 3 | |
Rural credit | | | Jun-16 | | | | Pre-fixed | | | | 6.50% | | | | 6.50% | | | | 62,726 | | | | 67,176 | |
Certificate of Agribusiness Receivables (“CRA”) | | | Jun-21 | | | | CDI | | | | 14.13% | | | | 12.60% | | | | 1,295,798 | | | | 605,109 | |
Certificate of Agribusiness Receivables (“CRA”) | | | Dec-21 | | | | IPCA + interest | | | | 13.41% | | | | 14.30% | | | | 119,776 | | | | 110,247 | |
Schuldschein | | | Oct-21 | | | | Pre-fixed - EUR | | | | 2.88% | | | | 2.90% | | | | 271,083 | | | | 230,413 | |
Schuldschein | | | Sep-22 | | | | Euribor | | | | 1.98% | | | | 2.10% | | | | 374,563 | | | | 138,380 | |
Other | | | Other | | | | Dollar (US$) | | | | — | | | | — | | | | 71,372 | | | | 209,507 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | 12,931,646 | | | | 11,983,382 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses incurred with the placement of the securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Term Loan Agreement | | | | | | | | | | | | | | | | | | | (25,283 | ) | | | (28,233 | ) |
CRA | | | | | | | | | | | | | | | | | | | (21,335 | ) | | | (11,619 | ) |
Schuldschein | | | | | | | | | | | | | | | | | | | (16,308 | ) | | | (7,488 | ) |
Prepayments | | | | | | | | | | | | | | | | | | | (6,121 | ) | | | (1,717 | ) |
BNDES | | | | | | | | | | | | | | | | | | | (4,780 | ) | | | (4,379 | ) |
Debentures | | | | | | | | | | | | | | | | | | | (3,455 | ) | | | (4,532 | ) |
Senior notes due 2017 | | | | | | | | | | | | | | | | | | | (1,563 | ) | | | (6,443 | ) |
Rural credit | | | | | | | | | | | | | | | | | | | (75 | ) | | | (68 | ) |
Credit Notes | | | | | | | | | | | | | | | | | | | — | | | | (310 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | (78,920 | ) | | | (64,789 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | 12,852,726 | | | | 11,918,593 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | | | | | (1,639,509 | ) | | | (1,386,583 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | | | | | | | | | 11,213,217 | | | | 10,532,010 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The annual effective interest rate is the contract rate plus, Libor,Euribor, URTJLP, IGP-M, UMBND, IPCA e CDI, where applicable. |
(2) | Loans and financing are usually secured by Group’s promissory notes. In some cases they are endorsed by shareholders, and security interest is offered such as: (i) receivables from energy sale agreements (BNDES); (ii) CTN (Note 7) and mortgage of land (PESA); (iii) property, plant and equipment; and, (iv) conditional sale of assets purchased under a FINAME financing agreement. |
65
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Installments falling due in the long term, less the amortization of expenses incurred with the placement of securities, have the following schedule:
| | | | |
| | 2016 | |
In months: | | | | |
13-24 | | | 1,928,276 | |
25-36 | | | 2,352,672 | |
37-48 | | | 1,466,576 | |
49-60 | | | 3,382,325 | |
61-72 | | | 1,611,653 | |
73-84 | | | 348,157 | |
85-96 | | | 98,999 | |
From 97 | | | 24,559 | |
| | | | |
| | | 11,213,217 | |
| | | | |
PESA—Resolution 2471
In the period from 1998 to 2000, RESA renegotiated with several financial institutions its debts related to financing of agricultural costs, reducing their financial cost to annual interest rates lower than 11.92%, ensuring amortization of debt with granting and transfer of National Treasury Certificates, redeemable upon debt settlement, using incentive promoted by Brazilian Central Bank Resolution no. 2,471, of February 26, 1998. Said debt may be settled through redemption of CTN’s and compliance with contract provisions, as mentioned in Note 7.
Senior notes due 2017
On January 26, 2007, RESA, through its subsidiary Raízen Energy Finance Limited, issued Senior Notes in the international market according to “Regulations S and 144A”, in the amount of US$ 400,000 thousand, which are subject to interest of 7% p.a., payable on a half-annual basis in February and August every year. During the year ended March 31, 2016, RESA paid US$ 195,943 thousand and US$ 29,943 thousand as principal and interest, respectively.
BNDES
Correspond to funds raised by the Group and substantially destined to financing co-generation projects greenfield, brownfields, renewal and implementation of new sugarcane fields (Prorenova) and construction of plant for E2G production.
On March 31, 2016, the Group had available credit facilities of financing from BNDES, unused, amounting to R$ 243,094 (R$ 593,473 in 2015 and R$ 1,227,872 in 2014). The use of these credit facilities depends on the fulfillment of certain contractual conditions.
66
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Credit Notes
Credit notes will be settled through exports to be made up to 2020 and are subject to average interest of 15.19% p.a. payable on ahalf-annual basis and on maturity.
During the year ended March 31, 2016, amounts of R$ 450,000 of principal and R$ 99,824 of interest were settled in advance.
Finame
Refers to financings of machinery and equipment through several financial institutions, intended for fixed asset investments. These financings are subject to effective interest of 5.22% p.a., monthly paid and are guaranteed by mortgage of the financed assets.
Term Loan Agreement (unionized loan)
On April 8, 2014, the Group contracted unionized loans from several financial institutions in the amount of US$ 600,000 thousand. Said contract is subject to North-American dollar exchange rate variation and quarterly Libor interest plus annual fixed interest of 1.4%, resulting in effective average interest rate of 2.02% p.a. with final maturity in March 2019.
In addition, on March 30, 2015, indirect subsidiary Raízen Luxembourg S.A. contracted a loan from a syndicate comprised of several global commercial banks in the amount of R$ 1,443,600 (US$ 450,000 thousand). Said contract is subject to North-American dollar exchange rate variation and quarterly Libor interest plus annual fixed interest of 1.2%, resulting in effective average interest rate of 1.83% p.a. with quarterly maturity. The principal matures on April 27, 2020. Through this syndicate, the Group also obtained a Revolving Credit Facility of US$ 285,000 thousand, also maturing on April 27, 2020.
PPEs
In 2013, RESA entered into PPE contracts with several institutions for financing of future sugar export. Said contracts are subject to North-American dollar exchange rate variation and quarterly Libor interest resulting in effective average interest rate of 2.13% p.a. with final maturity in September 2017.
In October 2015, RCSA contracted two loans in the amount of R$ 797,600, equivalent to US$ 200,000 thousand, with fixed interest rate varying from 3.63% to 3.64% p.a. and final maturity on September 29, 2020.
67
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
In addition, in November and December 2015, RCSA contracted two new PPE’s in the amount of R$ 388,780, equivalent to US$100,000 thousand. These contracts bear quarterly Libor interest plus annual average interest of 1.67%, resulting in effective average interest rate of 2.29% p.a., with final maturity in November/ December 2021.
As of December 15, 2015, the RESA, through its subsidiary Tarumã, signed a new loan agreement in the amount of R$ 192,740, equivalent to US$ 50 million. This PPE bears half-annual Libor interest plus annual interest of 1.80%, resulting in effective average interest rate of 2.55% p.a., with final maturity on December 15, 2020.
Certificate of Agribusiness Receivables—CRA
In October 2014, RESA issued CPR (Rural Producer Note) linked to Public Distribution of the 1st and 2nd series of 10th issuance of CRA’s of Gaia Agro Securitizadora S.A., in the amount of R$ 675,000 and maturity in December 2021.
According to the Announcement of the End of the Public Distribution of the First Series of the 14th Issuance by Gaia Agro Securitizadora, disclosed on June 16, 2015, RESA completed the issuance of CRAs to raise R$ 675,000, restated at 100% of CDI. About such operation, issuing costs in the amount of R$ 11,888 will amortized by the maturity date.
Final destination of funds raised is RESA and its subsidiaries’ activities, which are exclusively related to agribusiness, in the ordinary course of its business, which is understood as transactions, investments and financing needs related to production, trading, processing or industrialization of agricultural products and inputs or of machinery and equipment used in agricultural activity, pursuant to the terms of single paragraph of Article 23 of Law no. 11,076.
Debentures
In October 2013, CVM granted to RESA, registration of its 1st Public Issuance of Simple Debentures through which 750,000 simple, unsecured debentures, not convertible into shares were issued in three series, with par value of R$ 1,000, totaling R$ 750,000.
Net funds obtained from issuance of debentures, in the amount of R$ 747,710, were fully used to (i) strengthen RESA’s cash in relation to 1st series debentures and 2nd series debentures; and (ii) pay part of RESA’s investment costs related to 2013/2014 crop both in agricultural and industrial areas, pursuant to the terms of Law no. 12,431, in relation to 3rd series debentures.
68
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Breakdown of series is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Index | | | Annual interest rate | | | Effective average annual interest rate | | | Principal | | | Date of receipt | | | Maturity | |
Series 1 | | | CDI | | | | 0.89 | % | | | 15.15 | % | | | 105,975 | | | | 10/25/2013 | | | | Oct-18 | |
Series 2 | | | CDI | | | | 0.94 | % | | | 15.20 | % | | | 340,000 | | | | 10/28/2013 | | | | Oct-18 | |
Series 3 | | | IPCA | | | | 6.38 | % | | | 14.15 | % | | | 304,025 | | | | 10/29/2013 | | | | Oct-20 | |
Schuldschein
In October 2014, RCSA entered into new financing through its subsidiary Raízen Fuels Finance Limited in the amount of € 66 million with fixed interest rate of 2.88% p.a. and final maturity on October 15, 2021.
In addition, in January 2015, RCSA entered into new financing through its subsidiary Raízen Fuels Finance Limited in the amount of € 40 million with fixed annual interest rate of 2% p.a. and quarterlyEuribor interest, resulting in effective average rate of 1.86% p.a. and final maturity on January 20, 2022.
On September 21, 2015, RCSA entered into new financing through its subsidiary Raízen Fuels Finance Limited in the amount of € 60,000 thousand with fixed annual interest rate of 2.07% p.a. and final maturity on September 21, 2022.
Covenants
The companies of the Group are not subject to comply with financial ratios, being subject only to certain covenants in loans and financing contracts, such as “cross-default” and “negative pledge”, which are being fully complied with by the Group.
Fair value
As of March 31, 2016 and 2015, the fair value of the Senior Notes Due 2017 is based on the price quotations in the secondary market at the reporting date (Note 23.i), and the book value and fair value of such loans are as follows:
| | | | | | | | | | | | | | | | |
| | Book value | | | Fair value | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Senior notes due 2017 | | | 732,987 | | | | 1,291,478 | | | | 758,641 | | | | 1,385,577 | |
Also, on March 31, 2016, debts Term Loan Agreement (partial) andSchuldschein are presented net of amounts R$ 18,832 and R$ 33,561, respectively, and PPE’s are presented with addition of R$ 837 deriving from evaluation at fair value. Such debts evaluated at fair value total R$ 3,694,212 (Note 22 and 23.i).
69
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Other loans and financing do not have a quoted value; however their fair value approximates their carrying amount due to their exposure to variable interest rates and insignificant changes in the Group’s credit risk, which is shown by comparison to the quoted instruments presented above (Note 23.i).
15. | Income and social contribution taxes |
a) | Reconciliation of income and social contribution tax expenses: |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Income before income and social contribution taxes | | | 3,447,881 | | | | 1,684,704 | | | | 1,740,868 | |
Income tax and social contribution at nominal rate (34%) | | | (1,172,280 | ) | | | (572,799 | ) | | | (591,895 | ) |
Adjustments for calculation of effective rate: | | | | | | | | | | | | |
Interest on own capital | | | 68,729 | | | | 64,615 | | | | 75,820 | |
Equity in net income of subsidiaries | | | (22,403 | ) | | | (6,882 | ) | | | (8,281 | ) |
Gifts, donations, class association | | | (7,055 | ) | | | (5,985 | ) | | | (6,327 | ) |
Reintegra credits | | | 9,404 | | | | 17,442 | | | | — | |
Investment subsidy—ICMS | | | 13,825 | | | | 20,249 | | | | 10,911 | |
Presumed net income regimen entities taxation difference | | | 68,981 | | | | 57,179 | | | | — | |
Reversal of taxes deferred upon corporate reorganization | | | (381 | ) | | | 67,843 | | | | — | |
Capital gain due to dilution of shareholding interest (Note 9.b) | | | 5,298 | | | | 10,313 | | | | — | |
Foreign exchange rate variation on investee abroad | | | 5,828 | | | | 9,787 | | | | 3,046 | |
Tax loss and negative basis unrecognized from subsidiaries | | | (27,628 | ) | | | 8 | | | | (600 | ) |
Income from foreign company—rate difference | | | (24,197 | ) | | | 5,921 | | | | — | |
Other | | | 11,965 | | | | (823 | ) | | | 4,926 | |
| | | | | | | | | | | | |
Expense from income tax and social contribution | | | (1,069,914 | ) | | | (333,132 | ) | | | (512,400 | ) |
| | | | | | | | | | | | |
Effective rate | | | 31.0 | % | | | 19.8 | % | | | 29.4 | % |
b) | Income and social contribution taxes recoverable |
| | | | | | | | |
| | 2016 | | | 2015 | |
Taxes on income (“IRPJ”) | | | 701,253 | | | | 416,260 | |
Social contribution (CSLL) | | | 237,882 | | | | 143,331 | |
| | | | | | | | |
| | | 939,135 | | | | 559,591 | |
Current assets | | | (452,553 | ) | | | (51,231 | ) |
| | | | | | | | |
Non-current assets | | | 486,582 | | | | 508,360 | |
| | | | | | | | |
In August 2013, the entities of the Group opted for the taxation regime whereby income and social contribution taxes are prepaid on gross revenue estimates, leading to positive fluctuations in the balances of recoverable income tax. Prepaid income and social contribution taxes are currently being offset against other federal taxes (PIS, COFINS and IOF).
70
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
As mentioned in note 8.a.3, on March 31, 2016, RCSA recognized tax credits originated from IRPJ and CSLL overpayment by Shell, in 2010 and 2011, in the amount of R$ 258,250 with recognition of corresponding liability, as they must be reimbursed to referred shareholder.
c) | Income and social contribution taxes payable |
| | | | | | | | |
| | 2016 | | | 2015 | |
IRPJ | | | 125,872 | | | | 11,366 | |
CSLL | | | 65,409 | | | | 10,367 | |
| | | | | | | | |
| | | 191,281 | | | | 21,733 | |
| | | | | | | | |
d) | Deferred income tax and social contribution in assets and liabilities: |
| | | | | | | | | | | | | | | | | | | | |
| | 2016 | | | 2015 | |
Assets (liabilities) | | Base | | | IRPJ 25% | | | CSLL 9% | | | Total | | | Total | |
Tax losses | | | 1,653,608 | | | | 413,402 | | | | — | | | | 413,402 | | | | 268,147 | |
Negative basis for social contribution tax | | | 1,698,733 | | | | — | | | | 152,886 | | | | 152,886 | | | | 102,973 | |
Temporary differences: | | | | | | | | | | | | | | | | | | | | |
Foreign exchange variation | | | 1,128,991 | | | | 282,248 | | | | 101,609 | | | | 383,857 | | | | 559,466 | |
Provision for right to exclusive supply | | | 558,938 | | | | 139,735 | | | | 50,304 | | | | 190,039 | | | | 145,766 | |
Tax goodwill deriving from downstream merger | | | 258,429 | | | | 64,607 | | | | 23,259 | | | | 87,866 | | | | 136,798 | |
Provision for goodwill write-off | | | 288,547 | | | | 72,137 | | | | 25,969 | | | | 98,106 | | | | 98,106 | |
Remuneration and employee benefits | | | 344,988 | | | | 86,247 | | | | 31,049 | | | | 117,296 | | | | 98,485 | |
Provisions for legal disputes | | | 413,124 | | | | 103,281 | | | | 37,181 | | | | 140,462 | | | | 108,697 | |
Provisions and other temporary differences | | | 624,750 | | | | 155,376 | | | | 57,039 | | | | 212,415 | | | | 184,363 | |
| | | | | | | | | | | | | | | | | | | | |
Total deferred tax assets | | | | | | | 1,317,033 | | | | 479,296 | | | | 1,796,329 | | | | 1,702,801 | |
| | | | | | | | | | | | | | | | | | | | |
Amortized tax goodwill | | | (1,768,547 | ) | | | (442,137 | ) | | | (159,169 | ) | | | (601,306 | ) | | | (561,650 | ) |
Fixed assets’ useful life | | | (1,082,585 | ) | | | (270,646 | ) | | | (97,433 | ) | | | (368,079 | ) | | | (320,911 | ) |
Derivatives | | | (557,579 | ) | | | (139,395 | ) | | | (50,182 | ) | | | (189,577 | ) | | | (317,231 | ) |
Fair value of property, plant and equipment | | | (628,565 | ) | | | (157,141 | ) | | | (56,571 | ) | | | (213,712 | ) | | | (233,060 | ) |
Fair value of intangible assets | | | (286,697 | ) | | | (71,674 | ) | | | (25,803 | ) | | | (97,477 | ) | | | (104,915 | ) |
Cost of capitalized loans | | | (287,315 | ) | | | (71,829 | ) | | | (25,858 | ) | | | (97,687 | ) | | | (100,045 | ) |
Biological assets | | | (671,909 | ) | | | (167,977 | ) | | | (60,472 | ) | | | (228,449 | ) | | | (14,211 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total deferred tax liabilities | | | | | | | (1,320,799 | ) | | | (475,488 | ) | | | (1,796,287 | ) | | | (1,652,023 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total deferred taxes | | | | | | | (3,766 | ) | | | 3,808 | | | | 42 | | | | 50,778 | |
| | | | | | | | | | | | | | | | | | | | |
Deferred taxes—Assets, net | | | | | | | | | | | | | | | 233,018 | | | | 326,178 | |
Deferred taxes—Liabilities, net | | | | | | | | | | | | | | | (232,976 | ) | | | (275,400 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total deferred taxes | | | | | | | | | | | | | | | 42 | | | | 50,778 | |
| | | | | | | | | | | | | | | | | | | | |
71
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
e) | Net changes in deferred taxes: |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Balance at the beginning of the year | | | 50,778 | | | | 252,289 | | | | 316,617 | |
Income (expenses) in profit or loss | | | (411,369 | ) | | | 51,292 | | | | (107,503 | ) |
Deferred taxes recognized in other comprehensive income | | | 282,494 | | | | (12,962 | ) | | | 60,993 | |
Recognition of NOL and GW tax credits by Shell (Note 8.a.3) | | | 78,124 | | | | — | | | | — | |
Deferred taxes on business combinations (Note 26) | | | — | | | | (23,456 | ) | | | (16,245 | ) |
Reversal of deferred taxes | | | — | | | | 1,300 | | | | — | |
Merger of subsidiaries | | | — | | | | 4,486 | | | | — | |
Use of tax losses and negative basis for social contribution for REFIS settlement | | | — | | | | (222,492 | ) | | | — | |
Other | | | 15 | | | | 321 | | | | (1,573 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance at the end of the year | | | 42 | | | | 50,778 | | | | 252,289 | |
| | | | | | | | | | | | |
f) | Realization of deferred tax assets: |
When evaluating deferred taxes’ recoverability, Management considers future taxable income projections and the timing of reversals of temporary differences. When it is not probable that part of or all taxes will be realized, assets are not recognized. Possibility of using tax losses and negative bases’ balances does not expire, but the use of these losses accumulated in prior years is limited to 30% of taxable annual income.
On March 31, 2016, the Group expects to realize deferred tax assets as follows:
| | | | |
Years: | | 2016 | |
2017 | | | 785,900 | |
2018 | | | 131,163 | |
2019 | | | 115,339 | |
2020 | | | 142,413 | |
2021 onwards | | | 621,514 | |
| | | | |
Total | | | 1,796,329 | |
| | | | |
On March 31, 2016, subsidiaries Agrícola Ponte Alta Ltda., Raízen Biotecnologia S.A. and Blueway Trading Importação e Exportação Ltda. presented tax losses and social contribution negative bases’ balance amounting to R$ 15,371 (R$ 17,049 in 2015 and R$ 33,076 in 2014) for which no deferred tax assets were established, as their recoverability is not considered as probable.
72
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
16. | Provision for legal disputes and judicial deposits |
Breakdown of legal disputes considered as probable loss
When Raízen Group was setup it was agreed that Cosan and Shell would reimburse the Group for legal disputes that were ongoing before its formation, as these disputes are actually settled. On March 31, 2016 and 2015, balance of said claims to be reimbursed and claims that are not reimbursable is as follows:
| | | | | | | | |
| | 2016 | | | 2015 | |
Tax | | | 289,673 | | | | 292,691 | |
Civil | | | 194,164 | | | | 218,582 | |
Labor | | | 222,084 | | | | 209,225 | |
Environmental | | | 55,695 | | | | 54,533 | |
| | | | | | | | |
| | | 761,616 | | | | 775,031 | |
| | | | | | | | |
Non-reimbursable legal disputes | | | 110,837 | | | | 91,811 | |
Reimbursable legal disputes | | | 650,779 | | | | 683,220 | |
| | | | | | | | |
| | | 761,616 | | | | 775,031 | |
| | | | | | | | |
The arrangements made for Raízen’s setup also established that RESA and RCSA should refund the court deposits made before Raízen’s setup to the shareholders Cosan and Shell, when these deposits are actually withdrawn. On March 31, 2016 and 2015, balance of said refundable deposits and deposits that are not refundable is as follows:
| | | | | | | | |
| | 2016 | | | 2015 | |
Tax | | | 204,039 | | | | 205,715 | |
Civil | | | 40,664 | | | | 26,578 | |
Labor | | | 48,762 | | | | 44,502 | |
| | | | | | | | |
| | | 293,465 | | | | 276,795 | |
| | | | | | | | |
Own judicial deposits | | | 41,083 | | | | 52,061 | |
Reimbursable judicial deposits | | | 252,382 | | | | 224,734 | |
| | | | | | | | |
| | | 293,465 | | | | 276,795 | |
| | | | | | | | |
73
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
i) | Non-reimbursable legal disputes |
| | | | | | | | | | | | | | | | | | | | |
| | Tax | | | Civil | | | Labor | | | Environmental | | | Total | |
March 31, 2015 | | | 17,950 | | | | 5,856 | | | | 64,878 | | | | 3,127 | | | | 91,811 | |
Provisions(i) | | | 32,492 | | | | 2,490 | | | | 37,156 | | | | 1,701 | | | | 73,839 | |
Write-offs/ Reversals(i) | | | (304 | ) | | | (1,260 | ) | | | (28,195 | ) | | | (769 | ) | | | (30,528 | ) |
Payments | | | (487 | ) | | | (227 | ) | | | (157 | ) | | | (521 | ) | | | (1,392 | ) |
Offset(ii) | | | (46,645 | ) | | | — | | | | — | | | | — | | | | (46,645 | ) |
Interest(iii) | | | 17,418 | | | | 1,056 | | | | 5,265 | | | | 13 | | | | 23,752 | |
| | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 20,424 | | | | 7,915 | | | | 78,947 | | | | 3,551 | | | | 110,837 | |
| | | | | | | | | | | | | | | | | | | | |
(i) | Recorded in profit or loss for the year in the heading Other operating income, net (Note 21), except for: (a) by recording of a provision for INSS on billing at RESA, in the amount of R$ 30,750, reclassified from caption Taxes payable in current liabilities, and by RCSA provisions accounted for in income for the year under captions Taxes, deductions and rebates on sales and General and administrative expenses, in the amount of R$ 3,210; |
(ii) | Includes the offset against judicial deposits; and, |
(iii) | Recorded in income for the year in the heading Financial income (loss). |
(i) | Reimbursable legal disputes(1) |
| | | | | | | | | | | | | | | | | | | | |
| | Tax | | | Civil | | | Labor | | | Environmental | | | Total | |
March 31, 2015 | | | 274,741 | | | | 212,726 | | | | 144,347 | | | | 51,406 | | | | 683,220 | |
Provisions(i) | | | 20,470 | | | | 50,673 | | | | 30,027 | | | | 18,639 | | | | 119,809 | |
Write-offs/ Reversals(i) | | | (25,753 | ) | | | (36,250 | ) | | | (36,077 | ) | | | (7,985 | ) | | | (106,065 | ) |
Payments | | | (16,568 | ) | | | (96,952 | ) | | | (3,889 | ) | | | (7,831 | ) | | | (125,240 | ) |
Offset against judicial deposits | | | (2,857 | ) | | | — | | | | — | | | | — | | | | (2,857 | ) |
Interest | | | 19,216 | | | | 56,052 | | | | 8,729 | | | | (2,085 | ) | | | 81,912 | |
| | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 269,249 | | | | 186,249 | | | | 143,137 | | | | 52,144 | | | | 650,779 | |
| | | | | | | | | | | | | | | | | | | | |
(1) | The changes had no and will never have effect on Group’s profit or loss. |
| | | | | | | | | | | | | | | | | | | | |
| | Tax | | | Civil | | | Labor | | | Environmental | | | Total | |
March 31, 2015 | | | 292,691 | | | | 218,582 | | | | 209,225 | | | | 54,533 | | | | 775,031 | |
Provisions | | | 52,962 | | | | 53,163 | | | | 67,183 | | | | 20,340 | | | | 193,648 | |
Write-offs/ Reversals | | | (26,057 | ) | | | (37,510 | ) | | | (64,272 | ) | | | (8,754 | ) | | | (136,593 | ) |
Payments | | | (17,055 | ) | | | (97,179 | ) | | | (4,046 | ) | | | (8,352 | ) | | | (126,632 | ) |
Offset against judicial deposits | | | (49,502 | ) | | | — | | | | — | | | | — | | | | (49,502 | ) |
Price-level restatement | | | 36,634 | | | | 57,108 | | | | 13,994 | | | | (2,072 | ) | | | 105,664 | |
| | | | | | | | | | | | | | | | | | | | |
March 31, 2016 | | | 289,673 | | | | 194,164 | | | | 222,084 | | | | 55,695 | | | | 761,616 | |
| | | | | | | | | | | | | | | | | | | | |
74
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | |
| | 2016 | | | 2015 | |
INSS (i) | | | 2,336 | | | | 2,166 | |
ICMS (ii) | | | 35,150 | | | | 65,639 | |
IPI (iii) | | | 88,045 | | | | 83,170 | |
PIS and COFINS (iv) | | | 35,318 | | | | 34,286 | |
Lawyers’ fees (v) | | | 55,040 | | | | 39,802 | |
IRPJ and CSLL (vi) | | | 69,002 | | | | 63,075 | |
CIDE and other (vii) | | | 4,782 | | | | 4,553 | |
| | | | | | | | |
| | | 289,673 | | | | 292,691 | |
| | | | | | | | |
Non-reimbursable legal disputes | | | 20,424 | | | | 17,950 | |
Reimbursable legal disputes | | | 269,249 | | | | 274,741 | |
| | | | | | | | |
| | | 289,673 | | | | 292,691 | |
| | | | | | | | |
The amount recorded as provision for INSS corresponds to amounts related to social security contributions levied on billing, pursuant to the terms of Article 22-A of Law no. 8,212/91, whose constitutionality is being challenged in a lawsuit. RESA made escrow deposits related to said lawsuit in the amount of R$ 212,789. Accordingly, both balances are presented net in these financial statements.
(ii) | ICMS (Value-added tax on sales and services) |
Amount recorded as provision for ICMS is substantially represented by: (a) received tax assessments that, despite being defended in the administrative and legal spheres, are considered as probable loss by the Group’s legal advisors; and (b) using finance credits and charges in matters on which understanding of the Group’s management and tax advisors differ from tax authorities’ interpretations.
Amount recorded as a provision for IPI is represented by: (a) tax assessment received referring to imported merchandise; and (b) offset of credits deriving from inputs used in exempt shipments.
Amount recorded as a provision for PIS and COFINS credits is as follows: (a) contribution of period from 1997 to 1999 referring to merger of company; and (b) offset referring to IPI credits used to offset PIS and COFINS deriving from inputs used in exempt shipments.
75
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The Group contracts law firms to defend it in civil, tax and labor lawsuits. Some contracts provide for attorneys’ remuneration as a percentage on successful lawsuit value. The Group records a provision for amounts payable to law firms referring to lawsuits whose likelihood of loss is possible or remote. Amount currently recorded as a provision refers mainly to lawsuits whose financial responsibility is borne by Shell, as they were originated in a period prior to the Group’s establishment and, therefore, are reimbursable.
These refer to decisions related to different offsets (Perdcomp) related to IPI credits used to offset IRPJ and CSLL. Said offset stopped being homologated because a tax assessment notice was issued to stop recognition of credits based on the fact that, in the period from January 2008 to September 2010, (i) RCSA did not segregate and pay IPI owed at the rate of 8% on certain transactions classified in TIPI (table of IPI levy), and (ii) RCSA did not reverse IPI credits referring to inputs used for industrialization of certain products classified in TIPI, considering that shipment of such products are not taxed. In first item, controversy occurs due to divergence about classification of products as oil by-products and, in the second item, it occurs because authorities do not recognize the right to maintain IPI credits on shipment transactions that are exempt or not taxed.
(vii) | Economic Domain Intervention Contribution (CIDE) |
RCSA recorded a provision for CIDE on services provided in oil and natural gas exploration and production activities carried out before the Group’s establishment, whose balance on March 31, 2016 totals R$ 171,515. Owed amounts were deposited in escrow, at the same amount. RCSA will be fully reimbursed by Shell in case it actually is obliged to pay CIDE to tax authorities. Accordingly, both balances are presented net in these financial statements.
(b) | Civil, labor and environmental |
The Group is party to various civil actions consisting of (i) damages for material losses and pain and suffering; (ii) disputes on contracts; (iii) class action to stop the burning of sugar cane straw; (iv) enforcements of environmental decisions; (v) reparation of environmental damages causes by fuel leakages and, (vi) discussions about contracts, real estate and recovery of credits, and the last two topics include contract breaches, possession of the Group’s properties and recovery of amount not paid by clients.
76
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The Group is also party to several labor complaints filed my former employees and employees of service providers who demand, among other things, payment for overtime work, night shift premium and hazardous duty premium, readmission into the job, return of payroll discounts, such as trade union optional and mandatory contributions, among others.
The main environmental actions are related to environmental remediation to be carried out at gas stations, distribution hubs, airports and client distribution centers and they include the removal of contaminated material, treatment of the land, laboratory tests and post-remediation monitoring.
Legal disputes whose likelihood of loss is considered possible for which no provision was recognized in financial statements.
| | | | | | | | |
| | 2016 | | | 2015 | |
ICMS (i) | | | 3,538,878 | | | | 2,859,646 | |
INSS (ii) | | | 461,618 | | | | 396,246 | |
IPI (iii) | | | 482,576 | | | | 438,601 | |
IRPJ and CSSL (vi) | | | 1,666,108 | | | | 721,811 | |
PIS and COFINS (v) | | | 1,754,305 | | | | 1,548,162 | |
Offset with IPI credits—Regulatory Instruction no. 67/98 (vi) | | | 124,737 | | | | 119,891 | |
Other | | | 865,008 | | | | 259,690 | |
| | | | | | | | |
| | | 8,893,230 | | | | 6,344,047 | |
| | | | | | | | |
Non-reimbursable legal disputes | | | 1,051,244 | | | | 317,109 | |
Reimbursable legal disputes | | | 7,841,986 | | | | 6,026,938 | |
| | | | | | | | |
| | | 8,893,230 | | | | 6,344,047 | |
| | | | | | | | |
In case a reimbursable provision for these lawsuits has to be recognized in the future due to change in loss expectation, or to any other reason, the Group will immediately record amount receivable from shareholders at the same amount and, therefore, the Group’s statement of income will not be impacted. In case this provision is not reimbursable, the Group will record it as a charge to the statement of income in which change occurs.
77
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Raízen Group’s possible losses may be summarized as follows:
(i) | ICMS (Value-added tax on sales and services) |
Refers substantially to: (i) part related to fine of tax assessment issued due to alleged lack of ICMS payment and non-compliance with accessory obligation, in agricultural partnership for on-demand industrialization in periods from May 2005 to March 2006 and from May 2006 to March 2007; (ii) ICMS levied on crystal sugar for export that, as understood by tax agent, is classified as semi-finished product and, in accordance with ICMS regulation, would be subject to taxation; (iii) ICMS levied on alleged divergences on sugar and ethanol inventories deriving from comparison between magnetic tax files and inventory registration books; (iv) tax assessment related to charge of ICMS rate difference deriving from ethanol sales to companies located in other states of the Federation, which had their state registrations canceled; (v) requirement of ICMS deriving from disallowances of diesel credits used in agricultural-industrial production process; (vi) lack of reversal of ICMS credits; (vii) lack of full reversal of ICMS-ST credits; (viii) non-compliance with certain accessory obligations; (ix) discussion on alleged difference between inventories when volumes informed to ANP and volumes informed in LRCPE are compared.
Possible legal disputes related to INSS involve mainly: (i) questioning about legality and constitutionality of MPS/SRP Regulatory Instruction no. 3 of 2005, which restricted constitutional immunity of social security contributions on revenues from export exclusively to direct sales and started to tax exports carried out through trading companies; (ii) requirement of contribution to SENAR in direct and indirect export transactions for which Federal Revenue Service (“RFB”) understands that constitutional immunity does not apply; and, (iii) mandatory payment of social security contribution on resale of merchandise in domestic market and to third parties that are not included in calculation basis of social contribution levied only on gross revenue from establishment production and not from acquired merchandise.
SRF Regulatory Instruction no. 67/98 supported procedure adopted by industrial establishments that made shipments without recording and paying IPI related to transactions with cane sugars: demerara, high-quality crystal, special crystal, extra special crystal, and granulated refined sugar carried out in the period from July 6, 1995 to November 16, 1997, and with refined amorphous sugar in the period from January 14, 1992 to November 16, 1997. This standard was carried into effect in the respective proceedings brought by RFB, whose likelihood of loss is classified as not more likely yes than no, according to the assessment of the Group’s legal advisors.
78
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
This refers, substantially, to tax assessment notices, issued by the Federal Revenue Service of Brazil charging IRPJ and CSLL for prior financial years, relating to: (i) deductibility of amortization expenses of determined goodwill; (ii) offset of tax losses and a negative calculation base of CSLL; and (iii) the taxation on differences in the revaluation of assets comprising property, plant, and equipment. The Group has contested these charges at the competent spheres.
This refers, substantially, the rejection of PIS and CONFINS credits, in the non-cumulative system, provided for in the Laws 10,637/2002 and 10,833/2003, respectively. These rejections arise, in summary, due to the restrictive interpretation of the Secretariat of the Federal Revenue Service in regard to the concept of “inputs” as well as differences regarding the interpretation of the referred to laws. Such questions are still at the administrative level.
(vi) | Offsets with IPI credit—IN 67/98 |
SRF Regulatory Instruction Number 67/98 brought with it the possibility of a refund of IPI collected in the period from January 14, 1992, to November 16, 1997, on amorphous refined sugar. Accordingly, RESA, for the periods in which payment was made, it pleaded to offset amounts against other taxes due. However, the Federal Revenue Service dismissed requests for restitution as well as an offset. Thus, RESA administratively appealed against the dismissal.
After notification of payment of debts object to an offset in view of the changes introduced by IN SRF Number 210/02, RESA filed a writ of mandamus with an injunction request to suspend the enforceability of offset taxes, with the aim of impeding the Public Administration from executing these debts. The injunction was granted by the competent court, and the probability of loss is considered not more likely yes than no by the Management.
(b) | Civil, labor and environmental |
| | | | | | | | |
| | 2016 | | | 2015 | |
Civil | | | 918,857 | | | | 1,164,457 | |
Labor | | | 673,463 | | | | 521,751 | |
Environmental | | | 44,484 | | | | 30,842 | |
| | | | | | | | |
| | | 1,636,804 | | | | 1,717,050 | |
| | | | | | | | |
Non-reimbursable legal disputes | | | 474,057 | | | | 343,261 | |
Reimbursable legal disputes | | | 1,162,747 | | | | 1,373,789 | |
| | | | | | | | |
| | | 1,636,804 | | | | 1,717,050 | |
| | | | | | | | |
79
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The Group, by means of RESA, controls entities operating in the sugar and ethanol business as well as electric energy cogeneration. Sales contracts are managed on a consolidated basis, associated with the business and are not tied to a specific entity. Thus, the whole Group in conjunction with its subsidiaries is responsible for all of the sales commitments.
Sales in the commodity market made substantially on the date of the sale price. However, the Group has several agreements in the market of sugar and ethanol committing itself to selling certain volumes in future crops.
Sugar sales commitments, in tons, on March 31, 2016, are as follows:
| | | | |
2017 | | | 2,450,414 | |
2018 | | | 514,000 | |
2019 | | | 514,000 | |
2020 | | | 514,000 | |
| | | | |
Total | | | 3,992,414 | |
| | | | |
Ethanol sales commitments, in cubic meters, on March 31, 2016, are as follows:
| | | | |
2017 | | | 2,077,194 | |
2018 | | | 491,169 | |
| | | | |
Total | | | 2,568,363 | |
| | | | |
RCSA has diesel sales contracts with third parties.
Diesel sales commitments, in cubic meters, on March 31, 2016, are as follows:
| | | | |
2017 | | | 405,500 | |
2018 | | | 405,500 | |
2019 | | | 405,500 | |
2020 | | | 405,500 | |
2021 onwards | | | 1,216,500 | |
| | | | |
Total | | | 2,838,500 | |
| | | | |
Sale of electric energy commitments, in MWh, on March 31, 2016, are as follows:
| | | | |
2017 | | | 2,027,861 | |
2018 | | | 1,876,707 | |
2019 | | | 1,958,175 | |
2020 | | | 1,958,175 | |
2021 onwards | | | 11,725,481 | |
| | | | |
Total | | | 19,546,399 | |
| | | | |
80
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
RESA has various purchase commitments for sugarcane with third parties in order to guarantee part of its production in subsequent harvests. The amount of sugarcane to be acquired is calculated based on the estimated amount per milled area. The amount to be paid by the Group is determined at the end of each harvest, according to prices published by the CONSECANA.
Purchase commitments per crop, in tons, on March 31, 2016, are as follows:
| | | | |
2017 | | | 28,944,060 | |
2018 | | | 25,349,006 | |
2019 | | | 20,945,206 | |
2020 | | | 16,941,142 | |
2021 onwards | | | 72,875,184 | |
| | | | |
Total | | | 165,054,598 | |
| | | | |
RESA has contracts to purchase industrial equipment with the purpose of maintenance and expansion of plants, as well as to meet the needs of electric energy cogeneration projects, totaling R$ 91,004.
RCSA has fuel purchase agreements with third parties in order to secure part of its trading future. Purchase commitments per crop for ethanol, diesel, gasoline, jet fuel and biodiesel, in cubic meters, on March 31, 2016, are as follows:
| | | | |
2017 | | | 4,128,343 | |
2018 | | | 450,000 | |
2019 | | | 360,000 | |
| | | | |
Total | | | 4,938,343 | |
| | | | |
RCSA also has contracts for rail transportation, road, and ferry services, with the purpose of transporting fuel from the supply bases to the service stations. The amount to be paid by RCSA is determined according to the price agreed in the contract. Purchase commitments per crop, in cubic meters transported, on March 31, 2016, are as follows:
| | | | |
2017 | | | 2,103,825 | |
2018 | | | 2,280,343 | |
2019 | | | 2,059,695 | |
2020 | | | 2,068,295 | |
2021 onwards | | | 6,128,595 | |
| | | | |
Total | | | 14,640,753 | |
| | | | |
81
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
RCSA has stockpiling service contracts for fuels with third parties, in accordance with logistics and storage objectives of fuels in certain regions. Stockpile commitments per crop, in cubic meters, on March 31, 2016, are as follows:
| | | | |
2017 | | | 2,558,092 | |
2018 | | | 1,008,326 | |
2019 | | | 577,300 | |
2020 onwards | | | 231,300 | |
| | | | |
Total | | | 4,375,018 | |
| | | | |
• | Contracts of sharecropping and land leasing |
RESA has sharecropping and land leasing contracts for sugarcane plantations, which shall end in 20 years.
Payments for these obligations are calculated by means of an ATR disclosed by CONSECANA and the volume of sugarcane per hectare as defined in the contract.
The expected, non-cancellable, payments on these contracts, are as follows:
| | | | |
Up to 1 | | | 614,809 | |
From 1-5 | | | 1,671,469 | |
Over 5 | | | 1,076,825 | |
| | | | |
Total | | | 3,363,103 | |
| | | | |
As described on Note 2.1(a) combined consolidated companies do not operate as a single legal entity.
At the Special Shareholders’ Meeting, held on February 7, 2014, a new capital increase in the amount of R$ 8,427 was approved by the Company, by means of the issuance of 7,818,300 new class B preferred shares, which was fully subscribed by Cosan and paid on May 2, 2014.
On June 23, 2014, the shareholder Cosan S.A. Indústria e Comércio (“Cosan”) transferred all 2,951,297,817 common shares held in the Company to Cosan Investimentos e Participações S.A. (“CIP”), with the reserve of usufruct for Cosan, until October 1, 2021, on all political rights, the right to receive interest on own capital, and the right to receive dividends linked to such shares, decided by the Company on April 30, 2014, based on profits earned until March 31, 2014.
At the Special Shareholders’ Meeting held on January 21, 2015, the conversion of 100,000 class C preferred shares into an equal number of class D preferred shares (all held by the shareholders SBHBV), was approved by the shareholders of RESA.
82
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
As mentioned in note 1.c, in Special Shareholders’ Meeting held on August 31, 2015, Shell and Cosan’s shareholders decided and approved RESA’s capital increase of R$ 1,500,000 in domestic currency through issuance of 1,340,687,564 new nominative common shares, carried out proportionately to each 50% shareholder.
As of March 31, 2016, RESA’s share capital is R$ 6,516,354 (R$ 5,016,354 in 2015 and 2014). As of March 31, 2016 and 2015, that caption does not include the balance of redeemable preference shares in the amount of R$ 93,300 (R$ 264,276 in 2014), totaling R$ 6,423,054 (R$ 4,923,054 in 2015 and R$ 4,752,078 in 2014). Share capital is fully subscribed for and paid in and is divided as follows:
| | | | | | | | | | | | | | | | |
| | Shareholders (shares in units) | |
| | Shell | | | CIP | | | Cosan | | | Total | |
Common | | | 3,621,641,599 | | | | 3,621,641,599 | | | | — | | | | 7,243,283,198 | |
Class A preferred shares | | | — | | | | — | | | | 1 | | | | 1 | |
Class B preferred shares | | | — | | | | — | | | | 133,242,457 | | | | 133,242,457 | |
Class C preferred shares | | | 663,476 | | | | — | | | | — | | | | 663,476 | |
Class D preferred shares | | | 100,000 | | | | — | | | | — | | | | 100,000 | |
| | | | | | | | | | | | | | | | |
Total at March 31, 2016 | | | 3,622,405,075 | | | | 3,621,641,599 | | | | 133,242,458 | | | | 7,377,289,132 | |
| | | | | | | | | | | | | | | | |
Total at March 31, 2015 and 2014 | | | 2,952,061,293 | | | | 2,951,297,817 | | | | 133,242,458 | | | | 6,036,601,568 | |
| | | | | | | | | | | | | | | | |
Redeemable preference shares in RESA
As mentioned in Note 8.a.3, the tax benefits resulting from NOL and Goodwill balances recognized before the Raízen formation (Note 1), should be refund to the shareholders as the Group use them as a decrease in balances of the taxes payable.
The refunds of these NOL amounts are via payment of dividends in the amount of the tax benefits used by the Group from the period from January to December every year for the class B preferred shares to Cosan and the class C and D preferred shares to Shell.
At the Annual General Meeting (AGO) held on July 19, 2013, the shareholders of RESA approved an additional payment of dividends to those declared on March 31, 2013, of R$ 6,916, related to preferred shares, totaling R$ 64,920, which were settled on July 29, 2013.
During the year ended March 31, 2014, RESA made the revision of preferred share balances and determined a reduction of R$ 11,812 in reference to the obligation along with Cosan, due to certain tax benefits that will not be used by RESA.
At the Ordinary General Meeting (“OGM”) held on July 28, 2014, the shareholders of RESA approved the payment of R$ 42,381, or rather, less than was declared on March 31, 2014, of R$ 1,255, related to dividend of preferred shares, which were settled on July 29, 2014.
During the year ended March 31, 2015, RESA entered into the program for the settlement of debt installments of Refis IV, with the Federal Revenue Service of Brazil. This program allowed RESA to use NOL´s owned by Cosan, arising prior to the formation of the Group, thus resulting in a write-off of class B preferred shares, of R$ 157,010.
83
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
In addition, as of March 31, 2015, RESA proposed the allocation of dividends to holders of class B preferred shares of R$ 15,221, corresponding to the partial use of the tax benefit balance for that year.
As of March 31, 2016 and 2015, the balance of preferred shares (class B and C) calculated in equity under “Share capital”, totaled R$ 93,300 (R$ 264,276 in 2014), of which R$ 89,672 (R$ 260,738 in 2014) belongs to Cosan shareholder and R$ 3,538 (same as in 2014) belongs to Shell shareholder (Note 8.a.3).
On December 26, 2013, shareholder Cosan transferred to CIP all 1,651,584,242 ordinary shares held that were issued by RCSA with reserve of usufruct for Cosan until April 30, 2021, on all political rights, the right to receive interest on own capital, and the right to receive dividends linked to such shares, decided by RCSA on April 30, 2014, based on profits earned until March 31, 2014.
At the Special Shareholders’ Meeting held on January 21, 2015, the conversion of 100,000 class C preferred shares into an equal number of class D preferred shares (all held by the shareholders SBHBV), was approved by the shareholders of RESA.
As mentioned in Note 1.c, in Extraordinary Shareholders’ Meeting held on August 31, 2015, Shell and Cosan’s shareholders decided and approved redemption of 1,641,750,012 common shares against share capital decrease of R$1,500,000, carried out proportionately to the interest held by each of the shareholders, that is, corresponding to 50% of common shares of each one.
As of March 31, RCSA’s share capital is R$ 1,843,720 (R$ 3,343,720 in 2015 and 2014). As of March 31, 2016, 2015 and 2014, it does not include the balance of redeemable preference shares in the amount of R$ 10,732, R$ 148,802 and R$ 274,392, totaling R$ 1,832,988, R$ 3,194,918 and R$ 3,069,328, respectively. Share capital is fully subscribed for and paid in and is divided as follows:
| | | | | | | | | | | | | | | | |
| | Shareholders (shares in units) | |
| | Shell | | | CIP | | | Cosan | | | Total | |
Common | | | 830,709,236 | | | | 830,709,236 | | | | — | | | | 1,661,418,472 | |
Class A preferred shares | | | 1 | | | | — | | | | — | | | | 1 | |
Class B preferred shares | | | — | | | | — | | | | 93,648,276 | | | | 93,648,276 | |
Class C preferred shares | | | 88,746,249 | | | | — | | | | — | | | | 88,746,249 | |
Class D preferred shares | | | 100,000 | | | | — | | | | — | | | | 100,000 | |
Class E preferred shares | | | 174,038,252 | | | | — | | | | — | | | | 174,038,252 | |
| | | | | | | | | | | | | | | | |
Total at March 31, 2016 | | | 1,093,593,738 | | | | 830,709,236 | | | | 93,648,276 | | | | 2,017,951,250 | |
| | | | | | | | | | | | | | | | |
Total at March 31, 2015 and 2014 | | | 1,914,468,744 | | | | 1,651,584,242 | | | | 93,648,276 | | | | 3,659,701,262 | |
| | | | | | | | | | | | | | | | |
84
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Redeemable preference shares in RCSA
The tax benefits arising from the utilization of NOL balances generated by Shell before the formation of the RCSA, as well as tax benefits arising from goodwill tax amortization from Cosan’s contribution and also the tax benefits arising from the utilization of Pis and Confins credits from the contribution of Fix Investimentos Ltda. (investment company of the subsidiary Raízen Mime Combustíveis S.A.), should be refunded to the respective shareholders of RCSA to use as a decrease of the balances of taxes payable. These refunds required the issue of class A preferred shares solely for Fix, class B for COSAN and class C, D and E for Shell with the purpose of compensating them through the payment of dividends in the amount of the tax benefit used by RCSA during the calendar year, from January to December, each year.
On March 31, 2014, RCSA proposed an allocation of dividends to holders of class B and class C preferred shares of R$ 60,503 and R$ 127,358, Cosan and Shell, respectively, corresponding to partial use of the tax benefit balance for the same financial year ending on that date, totaling R$ 187,861.
At the Special Shareholders’ Meeting held on July 28, 2014, the shareholders of RCSA approved the payment of R$ 240,409, or rather, greater than that declared on March 31, 2014, of R$ 52,548, related to the preferred shares, of which was settled on July 29, 2014. These dividends of R$ 164,779 and R$ 75,630 were credited to the shareholders of Shell and Cosan, respectively.
In addition, at the end of the year ended March 31, 2015, RCSA proposed allocation of dividends to holders of class B and class C preferred shares of R$ 15,127 and R$ 58,495, Cosan and Shell, respectively, corresponding to partial use of the tax benefit balance for the same financial year, totaling R$ 73,622.
As mentioned in Note 8.a.3, during year ended March 31, 2016, RCSA recognized Shell’s supplementary NOL and GW balances in the amount of R$ 78,124, calculated in 2010 and 2011.
At the Special Shareholders’ Meeting held on December 30, 2015, the shareholders of RCSA approved the creation of class E preferred shares, as well as the conversion of 174,038,252 class C preferred shares, owned by Shell, into class E preferred shares. This new class of shares aims to repay the shareholder Shell by using RCSA tax credits originating for the highest payment of IRPJ and CSLL, between the months of January 2010 and May 2011, totaling R$ 258,250 (Notes 8.a.3 and 15.b).
On March 31, 2016, RCSA accrued dividends payable for the use of NOL and GW, relative to the calendar year of 2015 of R$ 138,070 (Note 8.a.3), by reducing capital reserve. This transaction did not generate changes in equity.
As of March 31, 2016 and 2015, the remaining balance of preferred shares payable to Shell and Cosan, in equity totals R$ 10,732 and R$ 148,802, respectively.
85
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Capital reserve
Mainly consists of goodwill resulting from the difference between the subscription price paid for the shares and their nominal values. The reserve may only be used to increase capital, absorb losses, redeem, reimburse or purchase shares or to pay cumulative dividends to preference shares.
Capital reserves includes a surplus paid by RESA on the acquisition of an additional ownership interest in the subsidiary TEAS, amounting to R$ 5,973, which occurred on April 24, 2013.
As mentioned earlier, Cosan settled debt installments with the Federal Revenue Service of Brazil through the use of NOLs. Thus, the capital reserve was reduced by R$ 164,377, comprising: (i) R$ 157,010 arising from the NOL owned by COSAN with the obligation to pay dividends on preferred payable shares; and, (ii) R$ 7,367 corresponding to the NOL of the subsidiary of RESA, Benálcool Açúcar e Álcool Ltda., whose tax credits are not related to the class B preferred shares created on the formation of the Group.
As mentioned in Note 15.a.2, on March 31, 2016, RCSA accrued dividends exclusive to Shell of R$ 138,070, upon reduction of this reserve.
Goodwill special reserve
Share premium results from downstream mergers in the Group that became deductible for income and social contribution tax purposes. Therefore, the Group recognized goodwill special reserve as an effect of downstream mergers and as an offsetting entry to deferred tax assets that is equivalent to the 34% tax benefit resulting from the amortization of this goodwill.
Merger of Curupay by TEAS
Due to the reverse merger of Curupay by TEAS, whose main assets correspond to the investments held by the share capital of Curupay and tax goodwill which will be deductible for tax purposes from taxable income. Thus, RESA recorded a goodwill special reserve, in equity, reflecting the effect of the reverse merger of Curupay by its subsidiary TEAS in return for their investment (Note 26) of R$ 2,004.
c) | Dividends and interest on own capital (“JCP”) |
Dividends are not determined by the calculations of the combined consolidated financial statements, but using the individual financial information of RESA and RCSA.
Bylaws of RESA and RCSA assure shareholders a minimum mandatory dividend of 1% of net income at the end of fiscal year, adjusted pursuant to LSA.
86
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The individual calculations for the year ended March 31, 2016, and 2015, were determined as follows:
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Net income (loss) for the period | | | 1,185,644 | | | | 110,999 | | | | 140,883 | |
(-) Formation of legal reserve—5% | | | (59,283 | ) | | | (5,550 | ) | | | (7,044 | ) |
(-) Effect of subsidiary tax incentives | | | (139,885 | ) | | | — | | | | (30,256 | ) |
| | | | | | | | | | | | |
Dividend distribution calculation basis | | | 986,476 | | | | 105,449 | | | | 103,583 | |
| | | | | | | | | | | | |
Common shares | | | | | | | | | | | | |
Minimum mandatory dividend—1% | | | 9,865 | | | | 1,054 | | | | 1,036 | |
Dividends to holders of class B preferred shares | | | — | | | | 15,221 | | | | 43,636 | |
Dividends to holders of class D preferred shares | | | — | | | | 791 | | | | — | |
| | | | | | | | | | | | |
Total provisioned dividends | | | 9,865 | | | | 17,066 | | | | 44,672 | |
| | | | | | | | | | | | |
Dividends and interest on own capital—remaining | | | 125,000 | | | | 34,000 | | | | 34,000 | |
| | | | | | | | | | | | |
Total in the Consolidated | | | 134,865 | | | | 51,066 | | | | 78,672 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Net income for the year | | | 1,164,287 | | | | 1,202,294 | | | | 1,063,546 | |
(-) Formation of legal reserve—5% (Note 16.d.i) | | | — | | | | (60,113 | ) | | | (53,178 | ) |
| | | | | | | | | | | | |
Dividend distribution calculation basis | | | 1,164,287 | | | | 1,142,181 | | | | 1,010,368 | |
| | | | | | | | | | | | |
Common shares | | | | | | | | | | | | |
Minimum mandatory dividend—1% | | | 11,643 | | | | 11,422 | | | | 10,104 | |
(-) Interest on equity | | | (184,500 | ) | | | (190,500 | ) | | | (183,000 | ) |
(-) Dividends paid in advance | | | (943,285 | ) | | | (539,360 | ) | | | (360,000 | ) |
| | | | | | | | | | | | |
Dividends and interest on own capital—remaining | | | 140,050 | | | | — | | | | 19,550 | |
| | | | | | | | | | | | |
Preferred shares | | | 138,799 | | | | 74,412 | | | | 187,861 | |
| | | | | | | | | | | | |
Total in Parent Company | | | 278,849 | | | | 74,412 | | | | 207,411 | |
| | | | | | | | | | | | |
Dividends payable to non-controlling shareholders | | | 9,150 | | | | 9,545 | | | | 14,068 | |
| | | | | | | | | | | | |
Total in the Consolidated | | | 287,999 | | | | 83,957 | | | | 221,479 | |
| | | | | | | | | | | | |
87
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Changes in balances of liabilities from dividends and interest on own capital in March 31, 2016 and 2015 are as follow:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Companies | | Dividend | | Settlement period | | Approval on Extraordinary Shareholders meeting | | | Type and class of share | | Gross amount | | | No impact in equity | | | Net amount | | | Receiver | | Percentage | | | Payment date | |
RESA | | Interest on own capital | | Year ended March 31, 2014 | | | 12/31/2013 | | | Ordinary | | | — | | | | — | | | | 34,000 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Intermediary dividends | | Retained earnings | | | 04/24/2015 | | | Ordinary | | | 225,000 | | | | — | | | | 225,000 | | | Shell and Cosan | | | 50% each | | | | 05/29/2015 | |
Mime | | Intermediary dividends | | 04/01/14 to 03/31/15 | | | 04/29/2015 | | | Ordinary | | | 9,231 | | | | 3,975 | | | | 13,206 | | | Non-controlling interest | | | 24% | | | | 04/30/2015 | |
Sabbá | | Reversal ordinary dividends | | Year ended March 31, 2015 | | | 08/14/2015 | | | Ordinary | | | (2,372 | ) | | | 3,866 | | | | 1,494 | | | Non-controlling interest | | | 20% | | | | 04/30/2015 | |
RCSA | | Ordinary dividends | | Retained earnings | | | 07/31/2015 | | | Ordinary | | | 98,060 | | | | — | | | | 98,060 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Intermediary dividends | | 04/01/15 to 06/30/15 | | | 07/31/2015 | | | Ordinary | | | 169,032 | | | | — | | | | 169,032 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Interest on own capital | | Retained earnings | | | 07/31/2015 | | | Ordinary | | | 18,400 | | | | — | | | | 15,640 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Interest on own capital | | 04/01/15 to 06/30/15 | | | 07/31/2015 | | | Ordinary | | | 57,000 | | | | — | | | | 48,450 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Intermediary dividends | | 07/01/15 to 12/31/15 | | | 10/22/2015 | | | Ordinary | | | 178,153 | | | | — | | | | 178,153 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Interest on own capital | | 07/01/15 to 12/31/15 | | | 10/22/2015 | | | Ordinary | | | 38,300 | | | | — | | | | 32,555 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA and RESA | | Exclusive dividends | | Year ended March 31, 2015 | | | 07/31/2015 | | | Preferential B | | | — | | | | — | | | | 30,347 | | | Cosan | | | 100% | | | | 10/23/2015 | |
RCSA | | Exclusive dividends | | Year ended March 31, 2015 | | | 07/31/2015 | | | Preferential C | | | — | | | | — | | | | 58,495 | | | Shell | | | 100% | | | | 10/23/2015 | |
RCSA and RESA | | Exclusive dividends | | Year ended March 31, 2015 | | | 07/31/2015 | | | Preferential D | | | — | | | | — | | | | 1,582 | | | Shell | | | 100% | | | | 10/23/2015 | |
RESA | | Exclusive dividends | | Year ended March 31, 2015 | | | 07/31/2015 | | | Ordinary | | | — | | | | — | | | | 1,054 | | | Shell and Cosan | | | 50% each | | | | 10/23/2015 | |
RCSA | | Intermediary dividends | | 10/01/15 to 11/30/15 | | | 12/15/2015 | | | Ordinary | | | 255,100 | | | | — | | | | 255,100 | | | Shell and Cosan | | | 50% each | | | | 12/23/2015 | |
RCSA | | Interest on own capital | | 10/01/15 to 11/30/15 | | | 12/15/2015 | | | Ordinary | | | 23,200 | | | | — | | | | 19,720 | | | Shell and Cosan | | | 50% each | | | | 12/23/2015 | |
RCSA | | Interest on own capital | | 01/01/15 to 09/30/15 | | | 12/15/2015 | | | Ordinary | | | 21,700 | | | | — | | | | 18,445 | | | Shell and Cosan | | | 50% each | | | | 12/23/2015 | |
RCSA | | Interest on own capital | | 12/01/15 to 12/31/15 | | | 12/31/2015 | | | Ordinary | | | 11,300 | | | | — | | | | 9,605 | | | Shell and Cosan | | | 50% each | | | | 01/31/2016 | |
RCSA | | Intermediary dividends | | 12/01/15 to 12/31/15 | | | 01/13/2016 | | | Ordinary | | | 229,000 | | | | — | | | | 229,000 | | | Shell and Cosan | | | 50% each | | | | 01/15/2016 | |
RESA | | Intermediary dividends | | Retained earnings | | | 01/13/2016 | | | Ordinary | | | 260,700 | | | | — | | | | 260,700 | | | Shell and Cosan | | | 50% each | | | | 01/15/2016 | |
Sabbá | | Complementary dividends | | Year ended March 31, 2015 | | | 03/18/2016 | | | Ordinary | | | 2,372 | | | | (878 | ) | | | 1,494 | | | Non-controlling interest | | | 20% | | | | 08/20/2015 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends and interest on own capital paid during the year | | | | | | | | 1,701,132 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 50% each | | | | | |
RCSA | | Intermediary dividends | | 01/01/16 a 02/29/16 | | | 03/18/2016 | | | Ordinary | | | 112,000 | | | | — | | | | 112,000 | | | Shell and Cosan | | | 50% each | | | | 04/01/2016 | |
RCSA | | Interest on own capital | | 01/01/16 a 02/29/16 | | | 03/18/2016 | | | Ordinary | | | 33,000 | | | | — | | | | 28,050 | | | Shell and Cosan | | | 50% each | | | | 04/01/2016 | |
RESA | | Ordinary dividends | | Retained earnings | | | 03/18/2016 | | | Ordinary | | | 125,000 | | | | — | | | | 125,000 | | | Shell and Cosan | | | 50% each | | | | 04/01/2016 | |
RCSA | | Provision of minimum obligatory dividends | | Year ended March 31, 2016 | | | — | | | Preferential D | | | 729 | | | | — | | | | 729 | | | Shell | | | 100% | | | | Pending | |
RESA | | Provision of minimum obligatory dividends | | Year ended March 31, 2016 | | | — | | | Preferential D | | | 9,865 | | | | — | | | | 9,865 | | | Shell and Cosan | | | 50% each | | | | Pending | |
Mime | | Provision of minimum obligatory dividends | | Year ended March 31, 2016 | | | — | | | Ordinary | | | 4,799 | | | | — | | | | 4,799 | | | Non-controlling interest | | | 24% | | | | Pending | |
Sabbá | | Provision of minimum obligatory dividends | | Year ended March 31, 2016 | | | — | | | Ordinary | | | 4,351 | | | | — | | | | 4,351 | | | Non-controlling interest | | | 20% | | | | Pending | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends and interest on own capital payable consolidated as of March 31, 2016 | | | | | | | | 284,794 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Impacts of dividends and interest on own capital on consolidated equity | | | 1,883,921 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
88
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Companies | | Dividend | | Settlement period | | Approval on Extraordinary Shareholders meeting | | | Type and class of share | | Gross amount | | | No impact in equity | | | Net amount | | | Receiver | | Percentage | | Payment date |
RCSA | | Interest on own capital | | Year ended March 31, 2014 | | | 04/24/2015 | | | Ordinary | | | — | | | | — | | | | 19,550 | | | Shell and Cosan | | 50% each | | 10/31/2014 |
RCSA | | Exclusive dividends | | Year ended March 31, 2014 | | | 04/29/2015 | | | Preferential C | | | — | | | | — | | | | 127,357 | | | Shell | | 100% | | 07/28/2015 |
RCSA | | Exclusive dividends | | Year ended March 31, 2014 | | | 08/14/2015 | | | Preferential B | | | — | | | | — | | | | 60,504 | | | Cosan | | 100% | | 07/28/2014 |
MIME | | Ordinary dividends | | Year ended March 31, 2014 | | | 07/31/2015 | | | Ordinary | | | — | | | | 5,847 | | | | 5,847 | | | Non-controlling interest | | 24% | | 04/15/2014 |
MIME | | Intermediary dividends | | 01/03/14 a 30/04/14 | | | 07/31/2015 | | | Preferential A | | | — | | | | 98 | | | | 98 | | | Non-controlling interest | | 24% | | 10/31/2014 |
Sabbá | | Interim dividends | | Year ended March 31, 2014 | | | 07/31/2015 | | | Ordinary | | | — | | | | 781 | | | | 781 | | | Non-controlling interest | | 20% | | 05/27/2014 |
RCSA | | Complementary dividends | | Retained earnings | | | 07/31/2015 | | | Ordinary | | | 246,682 | | | | — | | | | 246,682 | | | Shell and Cosan | | 50% each | | 10/31/2014 |
RCSA | | Exclusive dividends | | Retained earnings | | | 10/22/2015 | | | Preferential C | | | — | | | | 36,843 | | | | 36,843 | | | Shell | | 100% | | 07/28/2014 |
RCSA | | Exclusive dividends | | Retained earnings | | | 10/22/2015 | | | Preferential B | | | — | | | | 15,126 | | | | 15,126 | | | Cosan | | 100% | | 07/28/2014 |
RCSA | | Interest on own capital | | 02/01/14 to 09/30/14 | | | 07/31/2015 | | | Ordinary | | | 109,500 | | | | — | | | | 93,075 | | | Shell and Cosan | | 50% each | | 10/31/2014 |
RCSA | | Intermediary dividends | | 02/01/14 to 09/30/14 | | | 07/31/2015 | | | Ordinary | | | 220,360 | | | | — | | | | 220,360 | | | Shell and Cosan | | 50% each | | 10/31/2014 |
RCSA | | Intermediary dividends | | 04/01/14 a 11/30/14 | | | 07/31/2015 | | | Ordinary | | | 200,000 | | | | — | | | | 200,000 | | | Shell and Cosan | | 50% each | | 12/31/2015 and 07/01/2015 |
RCSA | | Interest on own capital | | 10/01/14 a 12/31/14 | | | 07/31/2015 | | | Ordinary | | | 45,000 | | | | — | | | | 38,250 | | | Shell and Cosan | | 50% each | | 03/18/2015 |
RCSA | | Intermediary dividends | | 04/01/14 a 01/31/15 | | | 12/15/2015 | | | Ordinary | | | 119,000 | | | | — | | | | 119,000 | | | Shell and Cosan | | 50% each | | 03/18/2015 |
RCSA | | Interest on own capital | | 01/01/15 a 02/28/15 | | | 12/15/2015 | | | Ordinary | | | 36,000 | | | | — | | | | 30,600 | | | Shell and Cosan | | 50% each | | 03/18/2015 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends and interest on own capital paid during the year | | | | | | | | 1,214,073 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | 50% each | | |
RCSA | | Provision of minimum obligatory | | Year ended March 31, 2015 | | | — | | | Preferential B | | | — | | | | 15,126 | | | | 15,126 | | | Cosan | | 100% | | 10/23/2015 |
RCSA | | Provision of minimum obligatory | | Year ended March 31, 2015 | | | — | | | Preferential C | | | — | | | | 58,946 | | | | 58,946 | | | Shell | | 100% | | 10/23/2015 |
RCSA | | Provision of minimum obligatory | | Year ended March 31, 2015 | | | — | | | Preferential D | | | 791 | | | | — | | | | 791 | | | Shell | | 100% | | 10/23/2015 |
MIME | | Provision of minimum obligatory dividendum | | Year ended March 31, 2015 | | | — | | | Ordinary | | | 4,800 | | | | — | | | | 4,800 | | | Non-controlling interest | | 24% | | 04/30/2015 |
Sabbá | | Provision of minimum obligatory dividendum | | Year ended March 31, 2015 | | | — | | | Ordinary | | | 4,744 | | | | — | | | | 4,744 | | | Non-controlling interest | | 20% | | 04/30/2015 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends and interest on own capital payable consolidated as of March 31, 2015 | | | | | | | | 83,957 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Impacts of dividends and interest on own capital on consolidated equity | | | 986,877 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
89
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
d) | Equity valuation adjustment |
Corresponds to gains and losses and adjustments for experience and changes in actuarial assumptions on the defined benefit pension plan. This component is recognized in other comprehensive income and will not be reclassified to profit or loss in subsequent periods.
(ii) | Income from financial instruments designated as hedge accounting |
Corresponds to changes in fair value resulting from cash flow hedges of export income from VHP sugar, exchange fluctuations of ACCs and PEPs and fuel imports.
(iii) | Effect of foreign currency translation—CTA |
Corresponds to translation differences of the financial information of investees with a functional currency different from the Real, which is the functional currency of both RESA and RCSA.
(iv) | Changes in equity valuation adjustments |
The changes in equity valuation adjustments are shown as follows:
| | | | | | | | | | | | |
| | 2015 | | | Comprehensive income | | | 2016 | |
Effect of foreign currency translation—CTA | | | 1,377 | | | | 56 | | | | 1,433 | |
Actuarial (losses) gains arising from the defined benefit pension plan | | | (9,556 | ) | | | 464 | | | | (9,092 | ) |
Net (losses) gains from financial instruments designated as hedge accounting | | | 22,832 | | | | (548,794 | ) | | | (525,962 | ) |
| | | | | | | | | | | | |
| | | 14,653 | | | | (548,274 | ) | | | (533,621 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Group’s controlling shareholders | | | 14,663 | | | | (548,274 | ) | | | (533,611 | ) |
Group’s non-controlling shareholders | | | (10 | ) | | | — | | | | (10 | ) |
| | 2014 | | | Comprehensive income | | | 2015 | |
Effect of foreign currency translation—CTA | | | 842 | | | | 535 | | | | 1,377 | |
Actuarial losses arising from the defined benefit pension plan | | | (234 | ) | | | (9,322 | ) | | | (9,556 | ) |
Net (losses) gains from financial instruments designated as hedge accounting | | | (11,452 | ) | | | 34,284 | | | | 22,832 | |
| | | | | | | | | | | | |
| | | (10,844 | ) | | | 25,497 | | | | 14,653 | |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Group’s controlling shareholders | | | (10,844 | ) | | | 25,507 | | | | 14,663 | |
Group’s non-controlling shareholders | | | — | | | | (10 | ) | | | (10 | ) |
| | 2013 | | | Comprehensive income | | | 2014 | |
Effect of foreign currency translation—CTA | | | (240 | ) | | | 1,082 | | | | 842 | |
Actuarial losses of the defined benefit plans | | | — | | | | (234 | ) | | | (234 | ) |
Net (losses) gains from financial instruments designated as hedge accounting | | | 99,619 | | | | (111,071 | ) | | | (11,452 | ) |
| | | | | | | | | | | | |
| | | 99,379 | | | | (110,223 | ) | | | (10,844 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Group’s controlling shareholders | | | 99,379 | | | | (110,223 | ) | | | (10,844 | ) |
90
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The legal reserve consists of the allocation of 5% of the profit reported in the year, according to the by-laws of RESA and RCSA, parent company and in compliance with Corporate Law.
On March 31, 2016, as established by the Corporation Law, RCSA did not allocate 5% of net income to the caption of its legal reserve, since the legal reserves and capital, together, exceeded 30% of the share capital.
(ii) | Profit retention reserve |
On July 28, 2014, at a meeting of the RCSA Board of Directors, the payment of dividends to the holders of common shares in proportion to the common shares held was decided and approved, amounting to R$ 298,651, with R$ 160,473 paid to Shell and R$ 138,178 paid to Cosan.
As mentioned in Note 18.c, at Special Shareholders’ Meetings held on April 24 and 31 July (RCSA) and on January 13 and March 18, 2016, (RESA), dividends and interest on own capital were approved, amounting to R$ 727,160, partially using the balance of retained earnings of the Group.
The remaining balance of the Group’s profit, after the appropriations made to set up the legal reserve and to accrue dividends was recognized in this account. Under RESA’s and RCSA’s by-laws, up to 80% of the year’s profit may be allocated to that reserve, to fund operations and to new investments and projects, which may not exceed the percentage of 80% of share capital.
(iii) | Tax incentive reserve |
The tax incentive reserve consists of incentives recognized in RESA’s indirect subsidiary, Raízen Caarapó in the amount of R$ 18,669, arising from Agreement 331/2008 entered into between Raízen Caarapó and the state of Mato Grosso do Sul, whereby a tax benefit on the processing of sugar in that state is granted in an amount equivalent to 67% of the ICMS debt balance.
On March 31, 2016, RESA recorded the recurring effect of the incentives through the subsidiary Raízen Centroeste amounting to R$ 121,216, arising from the state incentive program in the State of Goias, in the form of financing part of the ICMS payment, named “Industrial Development Program of Goias—Produce”, with the subsequent discharge of the amount financed.
For the years ended March 31, 2016, 2015 and 2014, the value of incentives that had an impact on the combined consolidated result was R$ 31,318, R$ 50,217 and R$ 25,260, respectively, recognized in Other operating income, net (Note 21).
91
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Gross revenue from sales and services | | | 76,965,695 | | | | 67,540,999 | | | | 60,673,838 | |
Taxes, deductions and rebates on sales(1) | | | (2,856,508 | ) | | | (2,448,270 | ) | | | (2,323,661 | ) |
| | | | | | | | | | | | |
Net operating revenue | | | 74,109,187 | | | | 65,092,729 | | | | 58,350,177 | |
| | | | | | | | | | | | |
(1) | As of March 31, 2016, includes amortizations related to exclusive supply rights in the amounts of R$ 309,898 (R$ 266,043 in 2015 and R$ 218,980 in 2014). |
The net operating revenue is segregated between the following components:
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Net revenue from sales and services | | | 73,927,705 | | | | 65,056,894 | | | | 58,077,225 | |
Gains (losses) on financial instruments designated as hedge accounting | | | 425,903 | | | | (609,011 | ) | | | 261,929 | |
Gains (losses) with commodities derivatives | | | (244,421 | ) | | | 644,846 | | | | 11,023 | |
| | | | | | | | | | | | |
Net operating revenue | | | 74,109,187 | | | | 65,092,729 | | | | 58,350,177 | |
| | | | | | | | | | | | |
20. | Costs and expenses by type |
Reconciliation of costs and expenses by nature
Costs and expenses are recognized in the combined consolidated statement of profit or loss by function. The reconciliation of the Group’s results by nature for the year ended March 31, 2016, 2015 and 2014 is as follows:
a) | Costs and expenses by type: |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Fuels—resales | | | (60,062,299 | ) | | | (52,422,760 | ) | | | (46,308,646 | ) |
Raw materials | | | (4,146,893 | ) | | | (4,057,160 | ) | | | (4,073,425 | ) |
Depreciation and amortization(1) | | | (2,100,251 | ) | | | (2,115,123 | ) | | | (1,932,623 | ) |
Personnel expenses | | | (1,648,498 | ) | | | (1,439,779 | ) | | | (1,280,060 | ) |
Cutting, loading and transportation—CCT | | | (748,782 | ) | | | (685,931 | ) | | | (737,132 | ) |
Freight | | | (289,456 | ) | | | (277,667 | ) | | | (254,693 | ) |
Commercial expenses | | | (333,020 | ) | | | (330,579 | ) | | | (151,727 | ) |
Maintenance materials | | | (382,211 | ) | | | (371,168 | ) | | | (300,624 | ) |
Outsourced labor | | | (273,094 | ) | | | (264,142 | ) | | | (294,268 | ) |
Rental and leases | | | (302,654 | ) | | | (262,138 | ) | | | (276,341 | ) |
Change in fair value of biological assets | | | 637,936 | | | | (32,697 | ) | | | (64,918 | ) |
Resale of energy | | | (61,688 | ) | | | (112,284 | ) | | | — | |
Logistics expenses | | | (111,684 | ) | | | (92,278 | ) | | | (92,377 | ) |
Telecommunications | | | (22,648 | ) | | | (21,737 | ) | | | (12,753 | ) |
Other expenses(2) | | | (709,069 | ) | | | (547,340 | ) | | | (654,886 | ) |
| | | | | | | | | | | | |
| | | (70,554,311 | ) | | | (63,032,783 | ) | | | (56,434,473 | ) |
| | | | | | | | | | | | |
(1) | Does not include the amortization of exclusive supply rights that are recognized as sales deductions and rebates (Note 19). |
(2) | This includes the income from Investment subsidy—ICMS of R$ 9,328 (R$ 9,340 in 2015 and R$ 6,830 in 2014). |
92
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Cost of products sold and services rendered | | | (67,815,344 | ) | | | (60,487,102 | ) | | | (53,851,225 | ) |
Selling | | | (1,814,897 | ) | | | (1,675,793 | ) | | | (1,652,352 | ) |
General and administrative expenses | | | (924,070 | ) | | | (869,888 | ) | | | (930,896 | ) |
| | | | | | | | | | | | |
| | | (70,554,311 | ) | | | (63,032,783 | ) | | | (56,434,473 | ) |
| | | | | | | | | | | | |
21. | Other operating income, net |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Income from rental and leases | | | 116,620 | | | | 130,452 | | | | 121,825 | |
Gain in the sale of property, plant and equipment | | | 70,981 | | | | 132,825 | | | | 230,284 | |
Income from royalties | | | 54,250 | | | | 52,533 | | | | 49,099 | |
Merchandising | | | 54,239 | | | | 43,834 | | | | 41,074 | |
Gain in the fair value of shares(i) | | | — | | | | 40,366 | | | | — | |
Income from investment subsidy—ICMS | | | 31,318 | | | | 50,217 | | | | 25,260 | |
Commissions on sales of lubricants and cards | | | 31,067 | | | | 42,988 | | | | 48,607 | |
Capital gain on dilution of ownership interest (Note 9.b.iv) | | | 15,583 | | | | 30,333 | | | | — | |
Store rental revenue | | | 14,707 | | | | 16,913 | | | | 16,193 | |
Reversal (provision) for losses in property, plant and equipment and intangible assets, net (Note 11 and 12) | | | 1,869 | | | | (63,738 | ) | | | (777 | ) |
Formation of provision for legal disputes, net | | | (9,351 | ) | | | (8,330 | ) | | | (25,198 | ) |
Other income, net | | | 17,189 | | | | 1,760 | | | | 14,622 | |
| | | | | | | | | | | | |
| | | 398,472 | | | | 470,153 | | | | 520,989 | |
| | | | | | | | | | | | |
(i) | During the year ended March 31, 2015, RESA recognized the gain from the sale of the shares held in Codexis. |
22. | Financial income (loss) |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Financial expenses | | | | | | | | | | | | |
Interest | | | (832,521 | ) | | | (663,398 | ) | | | (520,939 | ) |
Other | | | (25,397 | ) | | | (23,531 | ) | | | (13,412 | ) |
PIS and COFINS credits on financial income | | | (37,313 | ) | | | — | | | | — | |
Liability monetary variation | | | (158,120 | ) | | | (71,668 | ) | | | (59,070 | ) |
| | | | | | | | | | | | |
| | | (1,053,351 | ) | | | (758,597 | ) | | | (593,421 | ) |
Less: amounts capitalized on qualifying assets (Note 11) | | | 34,923 | | | | 40,636 | | | | 65,737 | |
Fair value of financial instrument (Note 14) | | | 49,556 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | (968,872 | ) | | | (717,961 | ) | | | (527,684 | ) |
| | | | | | | | | | | | |
Financial income | | | | | | | | | | | | |
Interest | | | 306,061 | | | | 227,101 | | | | 174,337 | |
Yields from financial investments | | | 359,037 | | | | 248,278 | | | | 114,355 | |
Monetary variation—assets and others | | | 66,723 | | | | 16,998 | | | | 28,915 | |
| | | | | | | | | | | | |
| | | 731,821 | | | | 492,377 | | | | 317,607 | |
| | | | | | | | | | | | |
Foreign exchange rate, net(i) | | | (373,960 | ) | | | (1,319,651 | ) | | | (440,610 | ) |
| | | | | | | | | | | | |
Net effect of the derivatives(ii) | | | 171,435 | | | | 720,082 | | | | (20,783 | ) |
| | | | | | | | | | | | |
| | | (439,576 | ) | | | (825,153 | ) | | | (671,470 | ) |
| | | | | | | | | | | | |
(i) | Includes foreign exchange, net losses on assets and liabilities denominated in foreign currency; and, |
(ii) | Includes realized results and unrealized with options, swaps and NDFs and other derivatives. |
93
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The Group has exposure to the following market risks:
• | | Foreign exchange rate risk |
b) | Risk management structure |
The Group has specific treasury and trading policies that set risk management guidelines.
The Group has two main committees to monitor activities and ensure policy compliance: (i) A risk committee whose members gather weekly to analyze the behavior of commodity and foreign exchange markets and decide on coverage positions and the strategy to fix the prices of sugar exports to reduce the negative effects of changes in prices and foreign exchange rate; and, (ii) an ethanol committee whose members gather monthly to assess the risks posed by the sale of ethanol and to comply with the limits set on risk policies.
The Group is exposed to market risks, as follows: (i) fluctuations in sugar and ethanol prices; (ii) fluctuations in foreign exchange rates; and, (iii) fluctuations in interest rates. The purchases of financial instruments for hedging purposes are made according to an analysis of the risk exposure that Management intends to cover.
94
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
As of March 31, 2016 and 2015, the fair values of transactions with derivative financial instruments for hedging and other purposes were determined according to observable data, such as prices quoted in active markets or discounted cash flows according to market curves and are presented below:
| | | | | | | | | | | | | | | | |
| | Notional | | | Fair value | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Price risk | | | | | | | | | | | | | | | | |
Commodity derivatives | | | | | | | | | | | | | | | | |
Futures contracts | | | 2,425,895 | | | | 1,660,432 | | | | (392,352 | ) | | | 409,316 | |
| | | | | | | | | | | | | | | | |
| | | 2,425,895 | | | | 1,660,432 | | | | (392,352 | ) | | | 409,316 | |
Foreign exchange rate risk | | | | | | | | | | | | | | | | |
Foreign exchange rate derivative; | | | | | | | | | | | | | | | | |
Futures contracts | | | 546,895 | | | | (820,443 | ) | | | 5,080 | | | | (3,281 | ) |
Forward contracts | | | 2,802,293 | | | | (1,580,467 | ) | | | 291,758 | | | | 231,589 | |
Foreign exchange lock | | | 494,014 | | | | (5,974 | ) | | | 40,382 | | | | 1,191 | |
Foreign exchange swap | | | (6,233,931 | ) | | | (2,685,844 | ) | | | 392,357 | | | | 256,170 | |
| | | | | | | | | | | | | | | | |
| | | (2,390,729 | ) | | | (5,092,728 | ) | | | 729,577 | | | | 485,669 | |
Interest rate risk | | | | | | | | | | | | | | | | |
Futures contracts | | | — | | | | 710,000 | | | | — | | | | (408 | ) |
Interest rate swap | | | (622,808 | ) | | | (561,400 | ) | | | (6,715 | ) | | | (4,321 | ) |
| | | | | | | | | | | | | | | | |
| | | (622,808 | ) | | | 148,600 | | | | (6,715 | ) | | | (4,729 | ) |
| | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | 330,510 | | | | 890,256 | |
| | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | 638,079 | | | | 875,205 | |
Non-current assets | | | | | | | | | | | 597,653 | | | | 315,279 | |
| | | | | | | | | | | | | | | | |
Total assets | | | | | | | | | | | 1,235,732 | | | | 1,190,484 | |
| | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | (579,278 | ) | | | (243,997 | ) |
Non-current liabilities | | | | | | | | | | | (325,944 | ) | | | (56,231 | ) |
| | | | | | | | | | | | | | | | |
Total liabilities | | | | | | | | | | | (905,222 | ) | | | (300,228 | ) |
| | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | 330,510 | | | | 890,256 | |
| | | | | | | | | | | | | | | | |
95
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Price risks result from the possibility of fluctuations in the market prices of the products sold by the Group, mainly raw sugar (sugar #11), refined sugar (sugar #5 or white sugar), heating oil and ethanol. These price fluctuations may cause substantial changes in the income statement. To mitigate these risks, the Group permanently monitors markets, seeking to anticipate price changes. The table below shows the positions of derivative instruments to cover the risk of fluctuations in commodity prices:
| | | | | | | | | | | | | | | | | | | | | | | | |
Price risk: commodity derivatives open on March 31, 2016 | |
Derivatives | | Purchased / Sold | | Market | | Contract | | Maturity | | Notional (units) | | | | | | Notional (R$ thousand) | | | Fair value (R$ thousand) | |
Future | | Sold | | NYSE LIFFE | | Sugar#5 | | Jul-16 – Nov-16 | | | 32,650 | | | | t | | | | 43,437 | | | | (7,389 | ) |
Future | | Sold | | ICE | | Sugar#11 | | Jun-16 – Jun-17 | | | 2,861,394 | | | | t | | | | 3,072,006 | | | | (420,620 | ) |
Future | | Sold | | OTC | | Sugar#11 | | Jun-16 – Sep-16 | | | — | | | | t | | | | — | | | | (10,273 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total sugar future sold | | | 2,894,044 | | | | t | | | | 3,115,443 | | | | (438,282 | ) |
Future | | Purchased | | NYSE LIFFE | | Sugar#5 | | Feb-16 – Apr-16 | | | (2,250 | ) | | | t | | | | (3,144 | ) | | | 354 | |
Future | | Purchased | | ICE | | Sugar#11 | | Jun-16 – Sep-17 | | | (372,686 | ) | | | t | | | | (436,676 | ) | | | 13,933 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total sugar future bought | | | (374,936 | ) | | | t | | | | (439,820 | ) | | | 14,287 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total sugar future | | | 2,519,108 | | | | t | | | | 2,675,623 | | | | (423,995 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Future | | Sold | | BM&FBovespa | | Ethanol | | Feb-16 – Nov-16 | | | 61,950 | | | | m³ | | | | 92,895 | | | | 537 | |
Future | | Sold | | CHGOETHNL | | Ethanol | | Apr-16 – Sep-16 | | | 97,600 | | | | m³ | | | | 503 | | | | 2,650 | |
Future | | Sold | | NYMEX | | Ethanol | | Apr-16 – May-16 | | | 4,000 | | | | m³ | | | | 7,469 | | | | 624 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total ethanol future sold | | | 163,550 | | | | m³ | | | | 100,867 | | | | 3,811 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Future | | Purchased | | BM&FBovespa | | Ethanol | | Feb-16 – Sep-16 | | | (36,990 | ) | | | m³ | | | | (59,675 | ) | | | (308 | ) |
Future | | Purchased | | CHGOETHNL | | Ethanol | | Apr-16 – Sep-16 | | | (108,000 | ) | | | m³ | | | | (543 | ) | | | 1,751 | |
Future | | Purchased | | NYMEX | | Ethanol | | Mar-16 | | | (1,000 | ) | | | m³ | | | | (1,940 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total ethanol future bought | | | (145,990 | ) | | | m³ | | | | (62,158 | ) | | | 1,443 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Physical fixed | | Sold | | CHGOETHNL | | Ethanol | | Apr-16 – Sep-16 | | | 296,989 | | | | m³ | | | | 498,000 | | | | (16,892 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total physical fixed ethanol sold | | | 296,989 | | | | m³ | | | | 498,000 | | | | (16,892 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Physical fixed | | Purchased | | CHGOETHNL | | Ethanol | | Apr-16 – Sep-16 | | | (311,724 | ) | | | m³ | | | | (481,920 | ) | | | 33,190 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total physical fixed ethanol bought | | | (311,724 | ) | | | m³ | | | | (481,920 | ) | | | 33,190 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total ethanol future | | | 2,825 | | | | | | | | 54,789 | | | | 21,552 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Physical fixed | | Purchased | | NYMEX | | Ethanol | | May-16 – Jul-16 | | | (279,300 | ) | | | m³ | | | | (304,517 | ) | | | 10,091 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total physical fixed diesel bought | | | (279,300 | ) | | | m³ | | | | (304,517 | ) | | | 10,091 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total diesel future | | | (279,300 | ) | | | | | | | (304,517 | ) | | | 10,091 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net exposure of derivatives of goods as of March 31, 2016 | | | | | | | | | | | 2,425,895 | | | | (392,352 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net exposure of derivatives of goods as of March 31, 2015 | | | | | | | | | | | 1,660,432 | | | | 409,316 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
96
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
d) | Foreign exchange rate risk |
Exchange rate risks arise from the possibility of fluctuations in the exchange rates used by the Group for export revenues, imports, financing cash flows and other foreign currency assets and liabilities. The Group uses derivative transactions to manage cash flow risks resulting from export revenues denominated in US dollars, net of other cash flows also denominated in foreign currency. The table below shows the positions outstanding as of March 31, 2016 and 2015, for derivatives used to cover foreign exchange rate risks:
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange rate risk: outstanding foreign exchange derivatives as of March 31, 2016 | |
Derivatives | | Purchased / Sold | | Market | | Contract | | Maturity | | Notional (units) | | | Notional (R$ thousand) | | | Fair value (R$ thousand) | |
Future | | Sold | | BM&FBovespa | | Trade dollar | | Apr-16 – May-16 | | | 554,750 | | | | 1,985,037 | | | | 26,710 | |
Future | | Sold | | BM&FBovespa | | DDI | | Jan-17 | | | 93,000 | | | | 330,978 | | | | (2,267 | ) |
| | | | | | | | | | | | | | | | | | | | |
Subtotal future sold | | | | | | | | | | | 647,750 | | | | 2,316,015 | | | | 24,443 | |
| | | | | | | | | | | | | | | | | | | | |
Future | | Purchased | | BM&FBovespa | | Trade dollar | | Apr-16 – May-16 | | | (402,250 | ) | | | (1,438,142 | ) | | | (21,630 | ) |
Future | | Purchased | | BM&FBovespa | | DDI | | Jan-16 | | | (93,000 | ) | | | (330,978 | ) | | | 2,267 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal future bought | | | | | | | | | | | (495,250 | ) | | | (1,769,120 | ) | | | (19,363 | ) |
| | | | | | | | | | | | | | | | | | | | |
Subtotal future bought/sold | | | | | | | | | 152,500 | | | | 546,895 | | | | 5,080 | |
| | | | | | | | | | | | | | | | | | | | |
Term | | Purchased | | OTC/Cetip | | NDF | | Apr-16 – Feb-17 | | | (1,078,990 | ) | | | (3,949,007 | ) | | | (171,996 | ) |
Term | | Sold | | OTC/Cetip | | NDF | | Apr-16 – May-16 | | | 1,750,000 | | | | 6,751,300 | | | | 463,754 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal term bought/sold | | | | | | | | | | | 671,010 | | | | 2,802,293 | | | | 291,758 | |
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange swap | | Purchased | | OTC | | Foreign exchange swap | | Apr-16 – Sep-22 | | | (2,322,390 | ) | | | (8,265,154 | ) | | | 301,252 | |
Foreign exchange swap | | Sold | | OTC | | Foreign exchange swap | | Mar-19 – Jan-22 | | | 570,745 | | | | 2,031,223 | | | | 91,105 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal exchange swap | | | | | | | | | | | (1,751,645 | ) | | | (6,233,931 | ) | | | 392,357 | |
| | | | | | | | | | | | | | | | | | | | |
Foreign exchange lock | | Sold | | OTC | | Foreign exchange lock | | Jul-16 – Oct-16 | | | 120,000 | | | | 494,014 | | | | 40,382 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal foreign exchange lock | | | | | | | 120,000 | | | | 494,014 | | | | 40,382 | |
| | | | | | | | | | | | | | | | | | | | |
Net exposure of foreign exchange derivatives as of March 31, 2016 | | | (808,135 | ) | | | (2,390,729 | ) | | | 729,577 | |
| | | | | | | | | | | | | | | | | | | | |
Net exposure of foreign exchange derivatives as of March 31, 2015 | | | (1,645,136 | ) | | | (5,092,728 | ) | | | 485,669 | |
| | | | | | | | | | | | | | | | | | | | |
97
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
On March 31, 2016, and 2015, the summary of the quantitative data on net exposure to foreign exchange risk of the Group is presented below:
| | | | | | | | | | | | | | | | |
| | 2016 | | | 2015 | |
| | R$ | | | US$ (in thousands) | | | R$ | | | US$ (in thousands) | |
Cash and cash equivalents (Note 3) | | | 845,111 | | | | 237,464 | | | | 409,428 | | | | 127,628 | |
Restricted cash (Note 4) | | | 671,214 | | | | 188,602 | | | | 30,651 | | | | 9,555 | |
Accounts receivable—Abroad (Note 5) | | | 119,822 | | | | 33,668 | | | | 130,575 | | | | 40,703 | |
Related parties (Note 8.a) | | | (108,794 | ) | | | (30,570 | ) | | | (9,231 | ) | | | (2,878 | ) |
Loans and financing (Note 14) | | | (6,873,488 | ) | | | (1,931,352 | ) | | | (6,115,042 | ) | | | (1,906,185 | ) |
Derivative financial instruments (Note 23.d)(1) | | | — | | | | 808,135 | | | | — | | | | 1,645,136 | |
Other | | | — | | | | — | | | | (21,790 | ) | | | (6,792 | ) |
| | | | | | | | | | | | | | | | |
Net foreign exchange exposure | | | | | | | (694,053 | ) | | | | | | | (92,833 | ) |
| | | | | | | | | | | | | | | | |
Derivatives settled in the subsequent month closing(2) | | | | | | | — | | | | | | | | (225,000 | ) |
| | | | | | | | | | | | | | | | |
Net foreign exchange exposure, adjusted(3) | | | | | | | (694,053 | ) | | | | | | | (317,833 | ) |
| | | | | | | | | | | | | | | | |
(1) | Refers to the notional foreign exchange derivative transactions. |
(2) | Maturities in April 2016, whose settlement was given by PTAX on the last closing day of the month. |
(3) | The net foreign exchange exposure, this will be substantially offset by probable future revenues of export products. |
e) | Effects of hedge accounting |
The Group formally designates its transactions subject to hedge accounting using derivative financial instruments to hedge cash flows. Hedges are assigned to sugar and ethanol incomes, the cost of import of derivatives and foreign currency debt, documenting: (i) the hedging relationship, (ii) the Group’s risk management purpose and strategy when entering into the hedging instrument, (iii) the identification of the financial instrument, (iv) the covered object or transaction, (v) the nature of the risk to be covered, (vi) the description of the hedging relationship, (vii) the relationship between the hedging instrument and the covered item, and (viii) the retrospective and prospective testing of the effectiveness of the hedging instrument.
98
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
As of March 31, 2016, the impacts recognized in the Group’s equity and the estimated realization in profit or loss are shown below:
| | | | | | | | | | | | | | | | |
March 31, 2016 | |
| | | | | | Years for realization | |
Derivatives | | Market | | Risk | | 2016/17 | | | 2017/18 | | | Total | |
Future | | OTC / ICE | | Sugar#11 | | | (328,680 | ) | | | (70,356 | ) | | | (399,036 | ) |
Future | | BMF&BOVESP | | Ethanol | | | 1,771 | | | | — | | | | 1,771 | |
Future | | NYMEX | | Heating Oil | | | (6,285 | ) | | | — | | | | (6,285 | ) |
Term | | OTC / ICE | | Foreign exchange | | | (53,689 | ) | | | — | | | | (53,689 | ) |
ACC and PPE | | Debt | | Foreign exchange | | | (339,670 | ) | | | — | | | | (339,670 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | (726,553 | ) | | | (70,356 | ) | | | (796,909 | ) |
(-) Deferred taxes | | | | | | | 247,028 | | | | 23,921 | | | | 270,946 | |
| | | | | | | | | | | | | | | | |
Effect on equity in 2016 | | | | | | | (479,525 | ) | | | (46,435 | ) | | | (525,963 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
March 31, 2015 | |
| | | | | | Years for realization | |
Derivatives | | Market | | Risk | | 2015/16 | | | 2016/17 | | | Total | |
Future | | OTC / NYBOT | | Sugar#11 | | | 388,130 | | | | 7,318 | | | | 395,448 | |
Future | | BMF&BOVESP | | Ethanol | | | (178 | ) | | | — | | | | (178 | ) |
ACC and PPE | | Debt | | Foreign exchange | | | (360,658 | ) | | | — | | | | (360,658 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | 27,294 | | | | 7,318 | | | | 34,612 | |
(-) Deferred taxes | | | | | | | (9,292 | ) | | | (2,488 | ) | | | (11,780 | ) |
| | | | | | | | | | | | | | | | |
Effect on equity in 2015 | | | | | | | 18,002 | | | | 4,830 | | | | 22,832 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
March 31, 2014 | |
| | | | | | Years for realization | |
Derivatives | | Market | | Risk | | 2014/15 | | | 2015/16 | | | Total | |
Future | | OTC / NYBOT | | Sugar#11 | | | (16,377 | ) | | | (915 | ) | | | (17,292 | ) |
Future | | BMF&BOVESP | | Ethanol | | | (61 | ) | | | — | | | | (61 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | (16,438 | ) | | | (915 | ) | | | (17,353 | ) |
(-) Deferred taxes | | | | | | | 5,590 | | | | 311 | | | | 5,901 | |
| | | | | | | | | | | | | | | | |
Effect on equity in 2014 | | | | | | | (10,848 | ) | | | (604 | ) | | | (11,452 | ) |
| | | | | | | | | | | | | | | | |
Below are the changes in the balances of other comprehensive income during the year:
99
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Cash flow hedge
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Balance at the beginning of the year | | | 22,832 | | | | (11,452 | ) | | | 99,619 | |
| | | | | | | | | | | | |
Gains/(losses) during the financial year: | | | | | | | | | | | | |
Gains (losses) on the fair value of futures commodities contracts designated as hedge accounting | | | (276,590 | ) | | | 649,186 | | | | 1,708 | |
Losses on the fair value of foreign exchange contracts lock | | | — | | | | (1,780 | ) | | | — | |
Losses on the fair value of forward exchange agreements designated as hedge accounting | | | (42,307 | ) | | | — | | | | — | |
Losses on the foreign exchange variation of debt contracts designated as hedge accounting | | | (339,670 | ) | | | (549,564 | ) | | | — | |
Realization of losses on the income of commodities in net operating revenues | | | (525,758 | ) | | | (231,740 | ) | | | (261,929 | ) |
Realization of gain on the income of debt contracts in net operating revenues | | | 360,652 | | | | 190,693 | | | | — | |
Realization of gains (losses) on financial instruments considered not effective hedge accounting | | | (5,983 | ) | | | (4,830 | ) | | | 91,929 | |
Other | | | (1,874 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Total effect on the equity valuation adjustment resulting from cash flow hedges (before deferred taxes) | | | (831,530 | ) | | | 51,965 | | | | (168,292 | ) |
Effect of deferred taxes on equity valuation adjustment | | | 282,735 | | | | (17,681 | ) | | | 57,221 | |
| | | | | | | | | | | | |
| | | (548,795 | ) | | | 34,284 | | | | (111,071 | ) |
| | | | | | | | | | | | |
Balance at the end of the year | | | (525,963 | ) | | | 22,832 | | | | (11,452 | ) |
| | | | | | | | | | | | |
Raízen Group monitors fluctuations in interest rates applied to certain debts, particularly those exposed to the Libor risk, and uses derivative instruments to manage those risks. The table below shows the positions outstanding as of March 31, 2016 and 2015, for derivatives used to cover interest rate risks:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate risk: Interest derivatives, outstanding as of March 31, 2016 | |
Derivatives | | Purchased / Sold | | | Market | | | Contract | | | Maturity | | | Notional (US$ thousand) | | | Notional (R$ thousand) | | | Fair value (R$ thousand) | |
Interest rate swap | | | Purchased | | | | OTC | | | | Interest rate swap | | | | Sep-17 – Mar-19 | | | | (175,000 | ) | | | (622,808 | ) | | | (6,715 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sub-total interest rate swap | | | | | | | | | | | | (175,000 | ) | | | (622,808 | ) | | | (6,715 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net exposure of interest derivatives as of March 31, 2016 | | | | (175,000 | ) | | | (622,808 | ) | | | (6,715 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net exposure of interest derivatives as of March 31, 2015 | | | | 46,322 | | | | 148,600 | | | | (4,729 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
A substantial part of the Group’s sales are made to a select group of highly qualified counterparties, such as trading companies, fuel distribution companies and major supermarket chains.
The Group manages credit risk by following specific client acceptance standards, analyzing client credit standing and setting exposure limits per client, requiring, when applicable, letters of credit of top tier banks and taking security interest in assets as security for payment of the credit facilities granted to clients. Management considers that the credit risk is substantially covered by the allowance for impairment in respect of trade and other receivables.
100
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Individual risk limits are determined according to internal and external classifications and the limits set by Group’s Management. The use of credit limits is regularly monitored. No credit limit was exceeded during the year, and Management does not expect any loss from default by these counterparties in amounts higher than those already provided for.
The Group enters into commodity derivative agreements in futures markets and options at the New York Board of Trade—NYBOT and at the London International Financial Futures and Options Exchange—LIFFE, as well as in over-the-counter markets with selected counterparties. The Group enters into foreign exchange rate and commodity derivative agreements at BM&FBovespa and over-the-counter agreements registered with CETIP, mainly with the leading local and foreign banks considered by global credit risk rating agencies to have investment level ratings.
Guarantee margins—Derivative transactions in commodity exchanges (NYBOT, LIFFE, and BM&FBovespa) require guarantee margins. The total margin deposited as of March 31, 2016 is R$ 892,043 (R$ 112,145 in 2015), of which R$ 136,116 (R$ 68,945 in 2015) is in restricted financial investments and R$ 755,927 (R$ 43,200 in 2015) in derivative transaction margins.
The Group’s over-the-counter derivative transactions do not require a guarantee margin.
The credit risk on cash and cash equivalents is mitigated by the conservative distribution of investment funds and CDBs (Note 3). The distribution follows strict criteria for allocation and exposure to counterparties that are major national and international banks, mainly considered investment grade by international rating agencies.
h)Liquidity risk
Liquidity risk is the risk of the Group encountering difficulties in performing the obligations associated with its financial liabilities that are settled using cash payments or with another financial asset. The Group’s approach in managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under normal and stress conditions, without incurring unacceptable losses or with a risk of damage to the Groups’ reputation. As part of its liquidity management process, Management prepares a business plan and monitors its execution, discussing upside and downside risks to cash flows and assessing the availability of funding to support its operations, investments and refinancing requirements.
The table below shows the financial liabilities according to their aging schedules:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2016 | |
| | Years | |
| | Up to 1 | | | Up to 2 | | | 3-5 | | | Over 5 | | | Total | |
Loans and financing(1) | | | 1,764,679 | | | | 2,169,075 | | | | 9,469,176 | | | | 2,960,386 | | | | 16,363,316 | |
Suppliers (Note 13) | | | 1,665,971 | | | | — | | | | — | | | | — | | | | 1,665,971 | |
Derivative financial instruments (Note 23.b) | | | 579,278 | | | | 116,352 | | | | 86,160 | | | | 123,432 | | | | 905,222 | |
Related parties (Note 8.a) | | | 860,980 | | | | — | | | | — | | | | 1,240,405 | | | | 2,101,385 | |
| | | | | | | | | | | | | | | | | | | | |
Total at March 31, 2016 | | | 4,870,908 | | | | 2,285,427 | | | | 9,555,336 | | | | 4,324,223 | | | | 21,035,894 | |
| | | | | | | | | | | | | | | | | | | | |
(1) | Undiscounted contractual cash flows. |
101
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Fair value of financial assets and liabilities is the value by which the instrument may be exchanged in a current transaction between parties that are willing to negotiate, and not in a forced sale or settlement. The methods and assumptions used to estimate the fair value are described below.
The fair value of cash and cash equivalents, accounts receivable, other financial assets, accounts payable, related parties and other short-term obligations approximate their carrying amount due to the short-term maturity of these instruments. Fair value of other long-term assets and liabilities do not significantly differ from their carrying amounts.
The fair value of loans and financing approximate the amounts recognized in the financial statements because these financial instruments are subject to variable interest rates (Note 14). The fair value of the tradable Senior Notes is based on prices quoted on the reporting date of the financial statements. On March 31, 2016, the market value of Senior notes due 2017 (Note 14) was 104.13% (107.25% in 2015 and 110.43% in 2014) of face value.
Derivatives are valued using valuation techniques with observable market data and refer, mainly, to swaps of interest rates, foreign exchange forward contracts, and forward commodity contracts. The valuation techniques applied often include pricing models and swaps contracts, with present value calculations. The models incorporate various data, including the credit quality of counterparties, foreign exchange spot, and forward rates, interest rate curves, and forward rate curves of the object commodity.
The categories of financial instruments are as follows:
| | | | | | | | | | | | | | | | | | |
| | | | Carrying amount | | | Fair value | |
| | Rating | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Financial assets | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, except financial investments (Note 3) | | Loans and receivables | | | 862,530 | | | | 357,429 | | | | 862,530 | | | | 357,429 | |
Interest earnings bank deposits (Note 3) | | Fair value through profit or loss | | | 3,510,101 | | | | 3,670,801 | | | | 3,510,101 | | | | 3,670,801 | |
Restricted cash (Note 4) | | Loans and receivables | | | 874,605 | | | | 188,624 | | | | 874,605 | | | | 188,624 | |
Trade accounts receivable (Note 5) | | Loans and receivables | | | 2,064,367 | | | | 1,903,428 | | | | 2,064,367 | | | | 1,903,428 | |
Derivative financial instruments(2) (Note 23.b) | | Fair value through profit or loss | | | 1,235,732 | | | | 1,190,484 | | | | 1,235,732 | | | | 1,190,484 | |
Related parties (Note 8) | | Loans and receivables | | | 1,204,993 | | | | 1,250,763 | | | | 1,204,993 | | | | 1,250,763 | |
Other financial assets (Note 7) | | Loans and receivables | | | 1,455,470 | | | | 981,351 | | | | 1,455,470 | | | | 981,351 | |
| | | | | | | | | | | | | | | | | | |
| | | | | 11,207,798 | | | | 9,542,880 | | | | 11,207,798 | | | | 9,542,880 | |
| | | | | | | | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | | | | | | | |
Loans and financing(1) (Note 14) | | Amortized cost | | | (9,158,514 | ) | | | (11,918,593 | ) | | | (9,184,168 | ) | | | (12,012,692 | ) |
Loans and financing(1) (Note 14) | | Fair value through profit or loss | | | (3,694,212 | ) | | | — | | | | (3,694,212 | ) | | | — | |
Derivative financial instruments(2) (Note 23.b) | | Fair value through profit or loss | | | (905,222 | ) | | | (300,228 | ) | | | (905,222 | ) | | | (300,228 | ) |
Suppliers (Note 13) | | Amortized cost | | | (1,665,971 | ) | | | (1,329,591 | ) | | | (1,665,971 | ) | | | (1,329,591 | ) |
Related parties (Note 8) | | Amortized cost | | | (2,101,385 | ) | | | (1,194,700 | ) | | | (2,101,385 | ) | | | (1,194,700 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | (17,525,304 | ) | | | (14,743,112 | ) | | | (17,550,958 | ) | | | (14,837,211 | ) |
| | | | | | | | | | | | | | | | | | |
(1) | Reported net of expenses incurred with the placement of the securities; and, (2) As of March 31, 2016, the caption includes derivatives designated as hedging instruments in the negative amount of R$ 796,909 (a positive amount of R$ 34,612 in 2015 and negative amount of R$ 17,353 in 2014). Note 23.e. |
102
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Fair value hierarchy
The Group uses the following hierarchy to determine and disclose the fair values of financial instruments according to the valuation technique used:
• | | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; |
• | | Level 2: other techniques for which all data that has a significant effect on fair value are observable, whether directly or indirectly; and |
• | | Level 3: techniques that use data that have a significant effect on fair value that are not based on observable market data. |
Financial instruments are classified as follows:
| | | | | | | | | | | | | | | | |
Financial instruments measured at fair value on March 31, 2016 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Interest earning bank deposits | | | — | | | | 3,510,101 | | | | — | | | | 3,510,101 | |
Derivative financial assets | | | 134,665 | | | | 1,101,067 | | | | — | | | | 1,235,732 | |
Loans and financing | | | — | | | | (3,694,212 | ) | | | — | | | | (3,694,212 | ) |
Derivative financial liabilities | | | (511,664 | ) | | | (383,285 | ) | | | (10,273 | ) | | | (905,222 | ) |
| | | | | | | | | | | | | | | | |
Total at March 31, 2016 | | | (376,999 | ) | | | 533,671 | | | | (10,273 | ) | | | 146,399 | |
| | | | | | | | | | | | | | | | |
Total at March 31, 2015 | | | 404,941 | | | | 4,155,429 | | | | 687 | | | | 4,561,057 | |
| | | | | | | | | | | | | | | | |
We present below the sensitivity analysis of the fair value of financial instruments according to the types of risk considered relevant by the Group.
Assumptions for the sensitivity analysis
The Group has adopted three scenarios for the sensitivity analysis, one probable and two that may show the effects of deterioration in the fair values of the Group’s financial instruments. The probable scenario was set according to the futures market curves of sugar and the US dollar as of March 31, 2016 and 2015 to determine the fair value balance of derivatives on those dates. Possible and remote adverse scenarios were set considering negative impacts of 25% and 50% on sugar and US dollar price curves, which were considered as a basis for the probable scenario.
103
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Sensitivity tables
(1) | Changes in fair value of derivative financial instruments |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Impacts on 2016 results(*) | |
| | Risk factor | | Probable scenario | | | Possible scenario +(25%) | | | Balance of fair value | | | Remote scenario +(50%) | | | Balance of the fair value | |
Price risk | | | | | | | | | | | | | | | | | | | | | | |
Commodity derivatives | | | | | | | | | | | | | | | | | | | | | | |
Futures contracts: | | | | | | | | | | | | | | | | | | | | | | |
Purchase and sale commitments | | High sugar prices | | | (423,995 | ) | | | (772,336 | ) | | | (1,196,331 | ) | | | (1,544,672 | ) | | | (1,968,667 | ) |
Purchase and sale commitments | | Ethanol price increase | | | 21,552 | | | | (15,914 | ) | | | 5,638 | | | | (31,828 | ) | | | (10,276 | ) |
Purchase and sale commitments | | Lower oil prices | | | 10,091 | | | | (22,150 | ) | | | (12,059 | ) | | | (44,300 | ) | | | (34,209 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | (392,352 | ) | | | (810,400 | ) | | | (1,202,752 | ) | | | (1,620,800 | ) | | | (2,013,152 | ) |
Foreign exchange rate risk | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange rate derivative | | | | | | | | | | | | | | | | | | | | | | |
Futures contracts: | | | | | | | | | | | | | | | | | | | | | | |
Purchase and sale commitments | | Low in price of R$/US$ | | | 5,080 | | | | (311,468 | ) | | | (306,388 | ) | | | (622,936 | ) | | | (617,856 | ) |
Fixed-term and Lock Contracts: | | | | | | | | | | | | | | | | | | | | | | |
Purchase and sale commitments | | Low in price of R$/US$ | | | 332,140 | | | | (814,645 | ) | | | (482,505 | ) | | | (1,629,290 | ) | | | (1,297,150 | ) |
Foreign exchange swaps: | | | | | | | | | | | | | | | | | | | | | | |
Purchase and sale commitments | | Low in price of R$/US$ | | | 392,357 | | | | (581,182 | ) | | | (188,825 | ) | | | (1,162,364 | ) | | | (770,007 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | 729,577 | | | | (1,707,295 | ) | | | (977,718 | ) | | | (3,414,590 | ) | | | (2,685,013 | ) |
Interest rate risk | | | | | | | | | | | | | | | | | | | | | | |
Interest derivatives | | | | | | | | | | | | | | | | | | | | | | |
Swap contracts, lock, DI, and NDF | | Increase in interest rate | | | (6,715 | ) | | | (528 | ) | | | (7,243 | ) | | | (1,056 | ) | | | (7,771 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | (6,715 | ) | | | (528 | ) | | | (7,243 | ) | | | (1,056 | ) | | | (7,771 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | 330,510 | | | | (2,518,223 | ) | | | (2,187,713 | ) | | | (5,036,446 | ) | | | (4,705,936 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
(*) | Results projected to occur within 12 months from March 31, 2016. |
(2) | Net foreign exchange exposure |
The probable scenario considers the position as of March 31, 2016. The effects of the possible and remote scenarios that would be recognized in the combined consolidated statement of income as revenue or expenses on exchange rate fluctuation are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | | | Effect of exchange variation | |
| | | | | Scenarios | |
Net foreign exchange exposure as of March 31, 2016 | | | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents (Note 3) | | | 845,111 | | | | 211,278 | | | | 422,556 | | | | (211,278 | ) | | | (422,556 | ) |
Restricted cash (Note 4) | | | 671,214 | | | | 167,804 | | | | 335,607 | | | | (167,804 | ) | | | (335,607 | ) |
Accounts receivable from abroad (Note 5) | | | 119,822 | | | | 29,956 | | | | 59,911 | | | | (29,956 | ) | | | (59,911 | ) |
Related parties (Note 8) | | | (108,794 | ) | | | (27,199 | ) | | | (54,397 | ) | | | 27,199 | | | | 54,397 | |
Loans and financing (Note 14) | | | (6,873,488 | ) | | | (1,718,372 | ) | | | (3,436,744 | ) | | | 1,718,372 | | | | 3,436,744 | |
| | | | | | | | | | | | | | | | | | | | |
Impact on income (loss) for the year | | | | | | | (1,336,533 | ) | | | (2,673,067 | ) | | | 1,336,533 | | | | 2,673,067 | |
| | | | | | | | | | | | | | | | | | | | |
104
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
(3) | Interest rate sensitivity |
The Group simulated the interest rates of floating rate loans and financing and the CDI yield on financial investments by applying increases and decreases of 25% and 50% as follows:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2016 | |
| | Interest rate sensitivity | |
| | Probable scenario | | | 25% | | | 50% | | | -25% | | | -50% | |
Interest earning bank deposits | | | 459,425 | | | | 114,856 | | | | 229,713 | | | | (114,856 | ) | | | (229,713 | ) |
Loans and financing | | | (702,469 | ) | | | (175,617 | ) | | | (351,235 | ) | | | 175,617 | | | | 351,235 | |
The Group’s goal, when managing its capital structure, is to ensure that it will continue as a going concern and be able to finance investment opportunities, by keeping a healthy credit profile and offering an appropriate return to its shareholders.
The Group has relationships with large local and international banks and financial institutions, as present below:
| | | | | | | | |
Agency | | Scale | | Rating | | Outlook | | Date |
Fitch | | National | | AAA (bra) | | Stable | | 10/15/2015 |
Moody’s | | National | | Aaa.Br | | Negative | | 05/11/2016 |
Standard & Poor’s | | National | | brAAA | | Negative | | 02/17/2016 |
The financial leverage ratios on March 31, 2016 and 2015 were calculated as follows:
| | | | | | | | |
| | 2016 | | | 2015 | |
Third party capital | | | | | | | | |
Loans and financing (Note 14) | | | 12,852,726 | | | | 11,918,593 | |
(-) Cash and cash equivalents (Note 3) | | | (4,372,631 | ) | | | (4,028,230 | ) |
(-) Financial investments linked to financing (note 4) | | | (62,302 | ) | | | (45,829 | ) |
(-) National Treasury Certificates—CTN (Note 7) | | | (627,219 | ) | | | (501,794 | ) |
(-) Foreign exchange and interest rate derivatives (Note 23.b) | | | (722,862 | ) | | | (480,940 | ) |
| | | | | | | | |
| | | 7,067,712 | | | | 6,861,800 | |
| | | | | | | | |
Own capital | | | | | | | | |
Equity | | | | | | | | |
Attributed to the parent company’s shareholders | | | 11,155,313 | | | | 11,227,763 | |
Interest of non-controlling shareholders | | | 169,573 | | | | 152,161 | |
| | | | | | | | |
| | | 11,324,886 | | | | 11,379,924 | |
| | | | | | | | |
Total own capital and third-parties | | | 18,392,598 | | | | 18,241,724 | |
| | | | | | | | |
Leverage ratio | | | 38 | % | | | 38 | % |
| | | | | | | | |
105
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
24. | Retirement supplementation plan |
Pension fund
Defined contribution
The Group sponsors the Plan Benefit Raiz, administered by Raízprev—Private Pension Plan, which is a closed non-profit complementary Pension Plan Entity (Entity).
The Entity is equipped with administrative, financial and equity autonomy, having as object the administration and implementation of benefit plans of security nature, as defined in the Regulations of Benefit Plans.
The Group has no legal or constructive obligations for further additional contributions if the plan has sufficient assets to pay all benefits or possible occurrence of a deficit.
During the year ended March 31, 2016, the contribution recognized as expense amounted to R$ 15,100 (R$ 16,611 in 2015 and R$ 13,692 in 2014).
Profit sharing
The Group recognizes a liability and a profit sharing expense based on a methodology that considers pre-defined targets to employees. The Group recognizes a provision when it is contractually compelled or when there is a past practice that created non-constructive obligation.
The Group has an insurance program and risk management that provides consistent coverage and protection for corporate assets and operations.
The coverage is based on a careful study of risks and losses and is realized by local insurance consultants, with the type of insurance contracted considered by Management sufficient to cover any losses that might occur, given the nature of the Group’s activities, and are detailed as follows:
| | | | | | |
Type of insurance | | Coverage | | Amount of coverage | |
Operational risks | | Fire, lightning, explosion and others | | | 6,840,068 | |
General liability(1) | | Third party complaints | | | 220,000 | |
| | | | | | |
| | | | | 7,060,068 | |
| | | | | | |
(1) | Policy contracted for Raízen Group. |
The risk assumptions adopted and coverage given are not part of the scope of an audit of financial statements. Accordingly, independent auditors have not examined these figures.
106
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
26. | Business combination and reorganization |
a) | Transactions during the year ended March 31, 2016 |
(i) | Capital increase at Saturno |
In Board meetings held on October 13 and November 27, 2015, capital increases were approved at Saturno of R$ 3,586 and R$ 23,420, respectively, by property contributions measured at book value.
That corporate restructuring did not have an impact on the combined consolidated financial statements.
The Special Shareholders’ Meeting held on November 16, 2015, the merger of Sampras by RCSA whose net assets on October 31, 2015, totaled R$ 281,589, was proposed and approved. Thus, the investment of RCSA in this company was replaced by transferred equity, with the share capital unchanged, and the consequent extinction of Sampras.
That corporate restructuring did not have an impact on the combined consolidated financial statements.
(iii) | Capital increase at Bio Jataí |
During the year ended March 31, 2016, as a continuation of the corporate restructuring process involving the net assets of the cogeneration of electric energy of the Group, in June 2014, Bio Jatai’s share capital was increased by Raízen Centroeste, through the contribution of its net assets at book value, relative to cogeneration of electric energy.
That corporate restructuring did not have an impact on the combined consolidated financial statements.
b) | Transactions during the year ended March 31, 2015 |
(i) | Acquisition of Latina by RCSA |
On April 1, 2014, RCSA acquired all the shares of Latina, in the southern region of the country, of R$ 178,336. The purpose of this acquisition was to expand the presence of the Shell brand, products, and services in the three states of the South of Brazil, in addition to improving the efficiency of the Group’s distribution logistics to network stations, especially in the state of Rio Grande do Sul.
107
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
The fair value of acquired assets and assumed liabilities at the date of acquisition of Latina, are as follows:
| | | | |
Accounts | | Total | |
Trade accounts receivable | | | 49,648 | |
Inventories | | | 26,061 | |
Advances to suppliers | | | 10,443 | |
Recoverable taxes | | | 1,729 | |
Judicial deposits | | | 7,925 | |
Deferred taxes (Note 15.e) | | | (16,926 | ) |
Other assets | | | 41 | |
Property, plant and equipment (Note 11) | | | 27,660 | |
Intangible assets (Note 12) | | | 53,806 | |
Suppliers | | | (13,515 | ) |
Loans and financing | | | (22,994 | ) |
Provision for legal disputes | | | (10,649 | ) |
Salaries and wages payable | | | (1,103 | ) |
Taxes payable | | | (1,481 | ) |
Other liabilities | | | (3,333 | ) |
| | | | |
Net assets | | | 107,312 | |
| | | | |
(-) Consideration transferred, net of cash received | | | 177,744 | |
| | | | |
Final goodwill (Note 12) | | | 70,432 | |
| | | | |
The fair value of acquired assets and assumed liabilities was determined based on level 3 valuation techniques.
At a meeting of partners held on the date of acquisition, the merger of Latina by the Company was approved.
(ii) | Acquisition of Cerrado |
On December 17, 2013, the Raízen Energia acquired 100% of Cerrado’s shares for R$ 47,500, plus R$ 1,403 for reimbursements of advances related to harvest suppliers of 2014/2015, paid in cash, calculating preliminary goodwill of R$ 33,663 for this operation. This acquisition was entered into in order to increase the Sugar cane stubble and expected synergies arising from existing RESA operations.
During the year ended March 31, 2015, the allocation of the purchase price was concluded by Management, based on the fair value of acquired assets and assumed liabilities, as follows:
| | | | |
Accounts | | Total | |
Biological assets | | | 15,240 | |
(-) Consideration transferred, net of cash received | | | 48,903 | |
| | | | |
Preliminary goodwill | | | 33,663 | |
| | | | |
| | | | |
Land lease agreements (Note 12) | | | 4,184 | |
Agricultural partnership agreements (Note 12) | | | 8,119 | |
Contracts for the supply of sugar cane (Note 12) | | | 3,230 | |
Deferred taxes on the appreciation of assets (Note 15.e) | | | (6,530 | ) |
| | | | |
| | | 9,003 | |
| | | | |
Final goodwill | | | 42,666 | |
| | | | |
108
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
Additionally, at the EGM of January 29, 2014, the merger of Cerrado by RESA was discussed and approved. Thus, the investment by RESA in this company was replaced by equity, leaving the share capital unchanged, with the consequent extinction of the Cerrado.
(iii) | Corporate restructuring involving net assets related to the co-generation of electricity |
In June 2014, RESA and its subsidiaries underwent a corporate restructuring, in which 11 new companies were created as holders of permits for exploitation of UTEs, RESA, and its subsidiaries underwent a capital increase of net assets at book value, relating to cogeneration of electric energy in ten of these new companies.
The aforementioned corporate restructuring produced no impact on the combined consolidated financial statements, except for the reversal of deferred taxes on temporary differences of R$ 43,341, due to the fact that UTEs are taxed by on presumed profit regime.
(iv) | Corporate restructuring involving liquid assets related to real estate investment activity |
On November 18, 2014, Saturno was formed by means of a credit contribution in a current account made by the Company and Sampras, of R$ 999.00 and R$ 1,00, respectively, paid-in on December 23, 2014.
On December 30, 2014, Saturno received an additional capital contribution of R$ 161,067. The capital contributed by the Company is made up of properties measured at book value.
The aforementioned corporate restructuring did not produce any impacts on the consolidated financial statements, except for the partial reversal of deferred taxes on the appreciation of the Company’s assets R$ 24,502, because of Saturno is taxed by on presumed profit regime.
(v) | Corporate restructuring involving reverse merger of Curupay by TEAS |
• | | Capital reduction in Tarumã |
On 29 October 2014, RESA approved the capital reduction of its subsidiary Tarumã through the cancellation of 419,595,977 shares, amounting to R$ 419,596. RESA was repaid R$ 400,000 upon payment made on October 29, 2014, and received 23,999,999 quotas issued by Curupay, amounting to R$ 19,596, corresponding to the ownership interest of 100% of the share capital of that company.
• | | Capital increase of RESA in Curupay |
On October 30, 2014, RESA subscribed and paid 48,554,683 quotas issued by Curupay, amounting to R$ 48,554, in the following form: (i) Transfer of all 26,318,238 quotas that RESA had from the TEAS issue, corresponding to 66.67% of ownership interest in its share capital, the amount of R$ 40,288, totaling an interest of 100% in share capital of TEAS; (ii) Goodwill arising from the acquisition was R$ 7,301, received as part of the net assets contributed to the formation of Raízen Group; and (iii) Credits from related parties amounted to R$ 965.
109
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
• | | Reverse merger of Curupay by TEAS |
In addition, on October 30, 2014, RESA approved the reverse merger of Curupay by TEAS. As a result of this merger, and considering that the Curupay holds 100% of the share capital of TEAS, there was a capital increase in the company through the issue of 420,432 new shares of R$ 421, with a net balance R$ 60,429 referring to the investment of Curupay in TEAS.
As a result of this operation, in accordance with IAS 28, RESA set up a special reserve of recurring goodwill of R$ 2,004, equivalent to a tax benefit of 34%, which will result from the amortization of goodwill generated in the acquisition of TEAS shares, accounted for as deferred tax assets.
That corporate restructuring did not have impacts on the combined consolidated interim financial information
c) | Transactions during the year ended March 31, 2014 |
(i) | Acquisition of interest in the associated company STP |
On October 3, 2013, the Group through its subsidiary Sampras, in which RCSA holds a 100% ownership interest, acquired 10% of the common shares of STP for R$ 250,000, paid in cash. STP and RCSA developed a new fuel collection system at the Group’s service stations.
The allocation of the purchase price was concluded by management in accordance with the valuation report prepared by an independent expert on the reporting date of March 31, 2014, the fair value of acquired assets and assumed liabilities, were as follows:
| | | | |
Accounts | | Total | |
Intangible assets (a) | | | 81,219 | |
Deferred taxes | | | (27,614 | ) |
| | | | |
| | | 53,605 | |
Other assets, net | | | 11,959 | |
| | | | |
| | | 65,564 | |
Consideration transferred | | | 250,000 | |
| | | | |
Investment goodwill | | | 184,436 | |
| | | | |
Fair value of assets acquired and liabilities assumed is classified in level 3.
(a) | The asset gains will be amortized according to the following useful lives defined: |
| | | | | | | | |
Intangible assets | | Useful life (in months) | | | Total | |
Non-competition agreements | | | 60 | | | | 1,457 | |
Non-contractual client relationships | | | 147 | | | | 53,715 | |
Brand | | | 183 | | | | 26,047 | |
| | | | | | | | |
| | | | | | | 81,219 | |
| | | | | | | | |
110
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
On June 28, 2012, RESA acquired all the shares of Costa Rica, for R$ 115,000, as follows: i) R$ 100,000 paid in cash, and ii) the conditional payment of up to R$ 15,000, which depended on the fulfillment of certain terms of the agreement. This acquisition was made to increase the sugar cane stubble and expected synergies arising from existing operations of the Company.
On July 6, 2012, the Company settled a conditional installment of R$ 8,435. At the end of the operation, the amount paid for the acquisition of Costa Rica totaled R$ 108,434.
During the year ended March 31, 2014, the allocation of the purchase price was concluded by management, established on the fair value of acquired assets and assumed liabilities, in the following form:
| | | | |
Accounts | | Total | |
Biological assets | | | 20,827 | |
Agricultural partnership contracts | | | 9,375 | |
Sugarcane supply agreements | | | 20,847 | |
Deferred taxes on the appreciation of assets | | | (17,357 | ) |
| | | | |
| | | 33,692 | |
| | | | |
Consideration transferred, net of cash received | | | 108,434 | |
Goodwill | | | 74,742 | |
| | | | |
Net effect of the sale of contractual rights of agricultural contracts(1) | | | (17,573 | ) |
| | | | |
Final goodwill | | | 57,169 | |
| | | | |
(i) | On September 26, 2012, the Raízen Energia sold to São Martinho S.A. the rights of certain agricultural contracts acquired through the business combination with Costa Rica, amounting to R$ 19,730. |
The main differences between the preliminary and the final goodwill values are presented below:
| | | | |
Accounts | | Total | |
Biological assets | | | 20,827 | |
Agricultural partnership contracts | | | 9,375 | |
Sugarcane supply agreements(i) | | | 19,730 | |
| | | | |
| | | 49,932 | |
Consideration transferred, net of cash received | | | 108,434 | |
| | | | |
Preliminary goodwill | | | 58,502 | |
| | | | |
Sugarcane supply agreements | | | (1,117 | ) |
Deferred taxes on the appreciation of assets | | | 17,357 | |
Net effect of the sale of contractual rights of land leases | | | (17,573 | ) |
| | | | |
Final goodwill | | | 57,169 | |
| | | | |
Fair value of assets acquired and liabilities assumed is classified in level 3.
111
RAÍZEN Group
Notes to the combined consolidated
financial information as of March 31, 2016
(In thousands of reais – R$, unless otherwise stated)
27. | Cash flow supplementary information |
| | | | | | | | | | | | |
| | 2016 | | | 2015 | | | 2014 | |
Investing activities: | | | | | | | | | | | | |
Transfer of CTC´s shares as debt payment (Note 9.b.iv) | | | (8,250 | ) | | | — | | | | — | |
Depreciation of agricultural assets capitalized as biological assets (Note 10) | | | (63,235 | ) | | | (75,222 | ) | | | (67,339 | ) |
Interest capitalized in fixed assets (Notes 11 and 22) | | | (34,923 | ) | | | (40,636 | ) | | | (65,737 | ) |
Exclusive rights to supply fuel payable | | | (1,735 | ) | | | (31,903 | ) | | | 7,462 | |
Reversal of provisions for removal of tanks and other | | | 1,418 | | | | 3,951 | | | | 25,651 | |
Tax credits on fixed assets, including adjustment at present value of property, plant and equipment | | | (4,387 | ) | | | 10,600 | | | | 8,812 | |
| | | | | | | | | | | | |
| | | (111,112 | ) | | | (133,210 | ) | | | (91,151 | ) |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Dividends and interest on own capital payable (Note 18.c) | | | (284,794 | ) | | | (135,023 | ) | | | (300,151 | ) |
Capital contribution by controlling shareholders payable | | | — | | | | — | | | | 8,427 | |
Capital contribution by minority shareholders with dividends | | | — | | | | 1,556 | | | | — | |
Capital contribution by non-controlling shareholders payable (Note 8.a) | | | — | | | | 7,200 | | | | — | |
| | | | | | | | | | | | |
| | | (284,794 | ) | | | (126,267 | ) | | | (291,724 | ) |
| | | | | | | | | | | | |
Issue of Certificate of Agribusiness Receivables—CRA
According to the closure of the public distribution of the 3rd and 4th Series of the 1st Issue of RB Capital of RESA of Securitization released on May 6, 2016, Tarumã, a subsidiary of RESA, completed the issue of CRAs, raising R$ 675,000 with a maturity in May 2023 (4th series), considering the full exercise of an Additional Lot Option (20%), in accordance with Article 14, Paragraph 2 of CVM Instruction Number 400 and full exercise of a Supplemental Lot Option (15%), in accordance with Article 24 of CVM Instruction Number 400. The financial settlement occurred on May 5, 2016.
112