FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16
of the Securities Exchange Act of 1934
For the month of September, 2016
Commission File Number: 1-33659
COSAN LIMITED
(Translation of registrant’s name into English)
Av. Juscelino Kubitschek, 1327, – 4th floor
São Paulo, SP 04543-000 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
COSAN LIMITED
Cosan Limited
Consolidated interim financial
statements as at June 30, 2016 and
independent auditors’ review report
Cosan Limited
Consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
Contents
2
Report on review of interim financial information
To the Board of Directors and Shareholders
Cosan Limited
Bermuda
Introduction
We have reviewed the accompanying consolidated interim financial information of Cosan Limited (“The Company”), contained in the Quarterly Information Form—ITR for the quarter ended June 30, 2016, which comprises the statement of financial position as of June 30, 2016 and the respective statements of profit or loss and comprehensive income (loss) for the three and six-month periods then ended and changes in equity and cash flows for the six-month period then ended, including the footnotes.
Management is responsible for the preparation of the consolidated interim financial information in accordance with IAS 34—Interim Financial Reporting, issued by the International Accounting Standards Board—IASB, such as for the presentation of this information in accordance with the regulations of the Brazilian Securities Commission—CVM, applicable to the preparation of Quarterly Information—ITR. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.
Review scope
We conducted our review in accordance with the Brazilian and International standards on review engagements of interim financial information (NBC TR 2410—Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410—Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the audit standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the Quarterly Information Form—ITR referred to above has not been prepared, in all material respects, in accordance with IAS 34 applicable to the preparation of Quarterly Information—ITR, and presented in accordance with the regulations of the Brazilian Securities Commission—CVM.
São Paulo, August 10, 2016
KPMG Auditores Independentes
CRC 2SP014428/O-6
Rogério Hernandez Garcia
Contador CRC 1SP213431/O-5
3
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | June 30, 2016 | | | December 31, 2015 (Restated) | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | | 6 | | | | 2,544,034 | | | | 3,505,824 | |
Restricted cash | | | | | | | — | | | | 57,290 | |
Marketable securities | | | 7 | | | | 1,850,353 | | | | 605,490 | |
Trade receivables | | | 8 | | | | 1,044,614 | | | | 904,245 | |
Derivative financial instruments | | | 27 | | | | 3,303 | | | | 138,105 | |
Inventories | | | | | | | 644,422 | | | | 656,901 | |
Receivables from related parties | | | 10 | | | | 96,416 | | | | 75,229 | |
Income tax receivable | | | | | | | 225,374 | | | | 135,050 | |
Other current tax receivable | | | 9 | | | | 184,231 | | | | 311,892 | |
Dividends receivable | | | | | | | 14,205 | | | | 12,064 | |
Assets held for sale | | | 13 | | | | 158,005 | | | | 149,938 | |
Other financial assets | | | | | | | 141,064 | | | | 144,208 | |
Other current assets | | | | | | | 152,572 | | | | 138,995 | |
| | | | | | | | | | | | |
Total current assets | | | | | | | 7,058,593 | | | | 6,835,231 | |
| | | | | | | | | | | | |
Trade receivables | | | 8 | | | | 68,108 | | | | 60,733 | |
Restricted cash | | | | | | | 189,159 | | | | 200,893 | |
Deferred tax assets | | | 21 | | | | 1,655,441 | | | | 1,698,611 | |
Receivables from related parties | | | 10 | | | | 197,219 | | | | 221,345 | |
Income tax receivable | | | | | | | 200,667 | | | | 274,597 | |
Other non-current tax receivable | | | 9 | | | | 724,196 | | | | 633,549 | |
Judicial deposits | | | 22 | | | | 707,101 | | | | 680,224 | |
Derivative financial instruments | | | 27 | | | | 999,616 | | | | 2,292,191 | |
Other non-current assets | | | | | | | 1,148,795 | | | | 1,185,787 | |
Investments in associates | | | 11 | | | | 180,351 | | | | 184,376 | |
Investments in joint ventures | | | 12 | | | | 8,347,722 | | | | 8,237,190 | |
Investment property | | | 13 | | | | 2,593,649 | | | | 2,595,035 | |
Property, plant and equipment | | | 14 | | | | 10,444,705 | | | | 9,805,887 | |
Intangible assets and goodwill | | | 15 | | | | 17,242,856 | | | | 17,309,689 | |
| | | | | | | | | | | | |
Total non-current assets | | | | | | | 44,699,585 | | | | 45,380,107 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 51,758,178 | | | | 52,215,338 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
4
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | June 30, 2016 | | | December 31, 2015 (Restated) | |
Liabilities | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 16 | | | | 2,304,564 | | | | 2,775,510 | |
Leases | | | 17 | | | | 540,166 | | | | 539,615 | |
Real estate credits certificates | | | | | | | 96,255 | | | | 88,089 | |
Derivative financial instruments | | | 27 | | | | 319,193 | | | | 812 | |
Trade payables | | | 19 | | | | 1,843,392 | | | | 1,963,981 | |
Employee benefits payable | | | | | | | 217,238 | | | | 256,279 | |
Income tax payable | | | | | | | 81,482 | | | | 59,620 | |
Other taxes payable | | | 20 | | | | 187,384 | | | | 153,540 | |
Concessions payables | | | 18 | | | | 27,569 | | | | 20,205 | |
Dividends payable | | | | | | | 38,061 | | | | 39,934 | |
Payables to related parties | | | 10 | | | | 208,773 | | | | 204,080 | |
Deferred revenue | | | | | | | 14,167 | | | | 110,517 | |
Other financial liabilities | | | | | | | 195,810 | | | | 236,698 | |
Other current liabilities | | | | | | | 361,858 | | | | 473,753 | |
| | | | | | | | | | | | |
Total current liabilities | | | | | | | 6,435,912 | | | | 6,922,633 | |
| | | | | | | | | | | | |
Loans, borrowings and debentures | | | 16 | | | | 14,869,148 | | | | 16,053,693 | |
Leases | | | 17 | | | | 1,110,700 | | | | 1,202,086 | |
Real estate credits certificate | | | | | | | 145,910 | | | | 196,917 | |
Derivative financial instruments | | | 27 | | | | 521,200 | | | | 741,686 | |
Trade payables | | | 19 | | | | 792 | | | | 1,031 | |
Other taxes payable | | | 20 | | | | 47,076 | | | | 51,327 | |
Provision for legal proceedings | | | 22 | | | | 1,253,564 | | | | 1,193,931 | |
Concessions payables | | | 18 | | | | 2,386,989 | | | | 2,204,039 | |
Post-employment benefits | | | 28 | | | | 354,595 | | | | 344,447 | |
Deferred tax liabilities | | | 21 | | | | 4,012,491 | | | | 4,179,564 | |
Preferred shareholders payable in subsidiaries | | | | | | | 1,973,074 | | | | 2,042,878 | |
Deferred revenue | | | | | | | 67,498 | | | | 95,730 | |
Other non-current liabilities | | | | | | | 833,327 | | | | 723,034 | |
| | | | | | | | | | | | |
Total non-current liabilities | | | | | | | 27,576,364 | | | | 29,030,363 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 34,012,276 | | | | 35,952,996 | |
| | | | | | | | | | | | |
Shareholders’ equity | | | 23 | | | | | | | | | |
Share capital | | | | | | | 5,328 | | | | 5,328 | |
Additional paid-in capital | | | | | | | 4,052,490 | | | | 4,006,562 | |
Accumulated other comprehensive loss | | | | | | | (442,704 | ) | | | (478,207 | ) |
Retained earnings | | | | | | | 2,496,768 | | | | 2,425,567 | |
| | | | | | | | | | | | |
Equity attributable to owners of the parent | | | | | | | 6,111,882 | | | | 5,959,250 | |
Non-controlling interests | | | | | | | 11,634,020 | | | | 10,303,092 | |
| | | | | | | | | | | | |
Total shareholders’ equity | | | | | | | 17,745,902 | | | | 16,262,342 | |
| | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | | | | | | 51,758,178 | | | | 52,215,338 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
5
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income
For the three and six month periods ended June 30, 2016 and 2015
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | | | | | | | | | |
| | Note | | | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 (Restated) | | | January 1, 2015 to June 30, 2015 (Restated) | |
Net sales | | | | | | | 3,364,402 | | | | 6,506,384 | | | | 3,333,241 | | | | 5,474,365 | |
Cost of sales | | | | | | | (1,995,688 | ) | | | (4,061,792 | ) | | | (2,167,637 | ) | | | (3,758,978 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | | | | | 1,368,714 | | | | 2,444,592 | | | | 1,165,604 | | | | 1,715,387 | |
| | | | | | | | | | | | | | | | | | | | |
Selling expenses | | | | | | | (257,806 | ) | | | (494,635 | ) | | | (221,034 | ) | | | (440,361 | ) |
General and administrative expenses | | | | | | | (277,213 | ) | | | (512,753 | ) | | | (233,506 | ) | | | (413,318 | ) |
Other (expense) income, net | | | 26 | | | | (20,085 | ) | | | (57,651 | ) | | | 37,919 | | | | (61,404 | ) |
| | | | | | | | | | | | | | | | | | | | |
Operating expense | | | | | | | (555,104 | ) | | | (1,065,039 | ) | | | (416,621 | ) | | | (915,083 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income before equity in earnings of investees and financial results | | | | | | | 813,610 | | | | 1,379,553 | | | | 748,983 | | | | 800,304 | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings of investees | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of associates | | | 11 | | | | (3,600 | ) | | | (5,158 | ) | | | 1,656 | | | | (2,978 | ) |
Equity in earnings of joint ventures | | | 12 | | | | 252,594 | | | | 693,938 | | | | 57,226 | | | | 227,098 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | 248,994 | | | | 688,780 | | | | 58,882 | | | | 224,120 | |
Financial results | | | 25 | | | | | | | | | | | | | | | | | |
Finance expense | | | | | | | (843,207 | ) | | | (1,719,946 | ) | | | (649,236 | ) | | | (940,848 | ) |
Finance income | | | | | | | 329,722 | | | | 580,495 | | | | 121,976 | | | | 191,747 | |
Foreign exchange losses, net | | | | | | | 534,151 | | | | 1,059,505 | | | | 98,058 | | | | (493,756 | ) |
Derivatives | | | | | | | (769,330 | ) | | | (1,473,471 | ) | | | (179,704 | ) | | | 375,528 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | (748,664 | ) | | | (1,553,417 | ) | | | (608,906 | ) | | | (867,329 | ) |
Profit before taxes | | | | | | | 313,940 | | | | 514,916 | | | | 198,959 | | | | 157,095 | |
| | | | | | | | | | | | | | | | | | | | |
Income tax (expense) benefit | | | 21 | | | | | | | | | | | | | | | | | |
Current | | | | | | | (118,674 | ) | | | (220,169 | ) | | | (115,853 | ) | | | (120,691 | ) |
Deferred | | | | | | | 48,379 | | | | 129,654 | | | | 32,853 | | | | 117,382 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | (70,295 | ) | | | (90,515 | ) | | | (83,000 | ) | | | (3,309 | ) |
Profit from continuing operations | | | | | | | 243,645 | | | | 424,401 | | | | 115,959 | | | | 153,786 | |
Loss from discontinued operations, net of tax | | | | | | | — | | | | — | | | | (3,582 | ) | | | (3,582 | ) |
| | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | | | | | 243,645 | | | | 424,401 | | | | 112,377 | | | | 150,204 | |
| | | | | | | | | | | | | | | | | | | | |
6
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income
For the three and six month periods ended June 30, 2016 and 2015
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | | | | | | | | | |
| | Note | | | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 (Restated) | | | January 1, 2015 to June 30, 2015 (Restated) | |
Other comprehensive income (loss) | | | 23 | | | | | | | | | | | | | | | | | |
Items that may be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effect | | | | | | | 112,145 | | | | 145,955 | | | | 13,649 | | | | (67,037 | ) |
(Loss) gain on cash flow hedge in joint ventures and subsidiary | | | | | | | (113,645 | ) | | | (140,737 | ) | | | 35,793 | | | | 56,528 | |
Financial instruments—common transactions | | | | | | | 6,000 | | | | 6,000 | | | | — | | | | — | |
Changes in fair value of available for sale securities | | | | | | | 1,268 | | | | (1,311 | ) | | | 3,512 | | | | 4,998 | |
Taxes on items that may be reclassified to profit or loss | | | | | | | 1,006 | | | | 1,883 | | | | (1,568 | ) | | | (2,073 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total other comprehensive income (loss), net of tax | | | | | | | 6,774 | | | | 11,790 | | | | 51,386 | | | | (7,584 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | 250,419 | | | | 436,191 | | | | 163,763 | | | | 142,620 | |
| | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | | | | | 26,362 | | | | 157,671 | | | | (14,130 | ) | | | 2,973 | |
Non-controlling interests | | | | | | | 217,283 | | | | 266,730 | | | | 126,507 | | | | 147,231 | |
| | | | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | | | | | 58,543 | | | | 193,174 | | | | 20,627 | | | | (22,269 | ) |
Non-controlling interests | | | | | | | 191,876 | | | | 243,017 | | | | 143,136 | | | | 164,889 | |
| | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share from continuing operations | | | 24 | | | | R$0.10 | | | | R$0.60 | | | | (R$0.05 | ) | | | R$0.01 | |
Diluted earnings (loss) per share from continuing operations | | | 24 | | | | R$0.04 | | | | R$0.53 | | | | (R$0.11 | ) | | | (R$0.05 | ) |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
7
Cosan Limited
Consolidated statements of changes in equity
For the six month periods ended June 30, 2016 and 2015
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Capital reserve | | | Accumulated other comprehensive loss | | | | | | Equity attributable to owners of the parent | | | | | | | |
| | Share capital | | | Additional paid-in capital | | | | Retained earnings | | | | Non- controlling interests | | | Total equity | |
At January 1, 2016 | | | 5,328 | | | | 4,006,562 | | | | (478,207 | ) | | | 2,483,283 | | | | 6,016,966 | | | | 10,339,706 | | | | 16,356,672 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Effect of changes to IAS 41—in joint ventures (Note 2.2) | | | — | | | | — | | | | — | | | | (57,716 | ) | | | (57,716 | ) | | | (36,614 | ) | | | (94,330 | ) |
At January 1, 2016 (restated) | | | 5,328 | | | | 4,006,562 | | | | (478,207 | ) | | | 2,425,567 | | | | 5,959,250 | | | | 10,303,092 | | | | 16,262,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit for the period | | | — | | | | — | | | | — | | | | 157,671 | | | | 157,671 | | | | 266,730 | | | | 424,401 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | — | | | | — | | | | 119,024 | | | | — | | | | 119,024 | | | | 26,931 | | | | 145,955 | |
Loss on cash flow hedge in joint ventures and subsidiary | | | — | | | | — | | | | (87,055 | ) | | | — | | | | (87,055 | ) | | | (52,245 | ) | | | (139,300 | ) |
Financial instruments—common transactions | | | — | | | | — | | | | 3,751 | | | | — | | | | 3,751 | | | | 2,249 | | | | 6,000 | |
Changes in fair value of available for sale securities | | | — | | | | — | | | | (217 | ) | | | — | | | | (217 | ) | | | (648 | ) | | | (865 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | 35,503 | | | | 157,671 | | | | 193,174 | | | | 243,017 | | | | 436,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Parent: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends—non-controlling interests | | | — | | | | (7,091 | ) | | | — | | | | — | | | | (7,091 | ) | | | 7,091 | | | | — | |
Share options exercised | | | — | | | | 578 | | | | — | | | | — | | | | 578 | | | | 347 | | | | 925 | |
Share-based compensation—Subsidiaries | | | — | | | | 3,148 | | | | — | | | | — | | | | 3,148 | | | | 2,748 | | | | 5,896 | |
Dividends | | | — | | | | — | | | | — | | | | (86,470 | ) | | | (86,470 | ) | | | (687,799 | ) | | | (774,269 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Parent | | | — | | | | (3,365 | ) | | | — | | | | (86,470 | ) | | | (89,835 | ) | | | (677,613 | ) | | | (767,448 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company Acquisition of non-controlling interest | | | — | | | | 49,293 | | | | — | | | | — | | | | 49,293 | | | | 1,765,524 | | | | 1,814,817 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 5,328 | | | | 4,052,490 | | | | (442,704 | ) | | | 2,496,768 | | | | 6,111,882 | | | | 11,634,020 | | | | 17,745,902 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
8
Cosan Limited
Consolidated statements of changes in equity
For the six month periods ended June 30, 2016 and 2015
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Share capital | | | Capital reserve | | | Accumulated other comprehensive income | | | Retained earnings | | | Equity attributable to owners of the parent | | | Non- controlling interests | | | Total equity | |
| | | Additional paid-in capital | | | | | | |
At January 1, 2015 | | | 5,328 | | | | 3,887,109 | | | | (165,618 | ) | | | 2,125,196 | | | | 5,852,015 | | | | 7,649,221 | | | | 13,501,236 | |
Effect of changes to IAS 41—in joint ventures | | | — | | | | — | | | | — | | | | (7,457 | ) | | | (7,457 | ) | | | (4,472 | ) | | | (11,929 | ) |
At January 1, 2015 (restated) | | | 5,328 | | | | 3,887,109 | | | | (165,618 | ) | | | 2,117,739 | | | | 5,844,558 | | | | 7,644,749 | | | | 13,489,307 | |
Net profit for the period | | | — | | | | — | | | | — | | | | 2,973 | | | | 2,973 | | | | 147,231 | | | | 150,204 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effects | | | — | | | | — | | | | (60,767 | ) | | | — | | | | (60,767 | ) | | | (6,270 | ) | | | (67,037 | ) |
Gain on cash flow hedge in joint ventures and subsidiary | | | — | | | | — | | | | 35,102 | | | | — | | | | 35,102 | | | | 21,052 | | | | 56,154 | |
Changes in fair value of available for sale securities | | | — | | | | — | | | | 423 | | | | — | | | | 423 | | | | 2,876 | | | | 3,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | (25,242 | ) | | | 2,973 | | | | (22,269 | ) | | | 164,889 | | | | 142,620 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Parent: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends—non-controlling interests | | | — | | | | (1,965 | ) | | | — | | | | — | | | | (1,965 | ) | | | (1,179 | ) | | | (3,144 | ) |
Share based compensation—Subsidiaries | | | — | | | | 3,664 | | | | — | | | | — | | | | 3,664 | | | | 2,195 | | | | 5,859 | |
Dividends | | | — | | | | — | | | | — | | | | (94,246 | ) | | | (94,246 | ) | | | (237,586 | ) | | | (331,832 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Parent | | | — | | | | 1,699 | | | | — | | | | (94,246 | ) | | | (92,547 | ) | | | (236,570 | ) | | | (329,117 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of non-controlling interest | | | — | | | | 409 | | | | — | | | | — | | | | 409 | | | | (12,594 | ) | | | (12,185 | ) |
Business combination ALL | | | — | | | | 118,937 | | | | — | | | | — | | | | 118,937 | | | | 2,831,469 | | | | 2,950,406 | |
Share buy-back cost—Rumo | | | — | | | | (3,901 | ) | | | — | | | | — | | | | (3,901 | ) | | | (21,201 | ) | | | (25,102 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | — | | | | 115,445 | | | | — | | | | — | | | | 115,445 | | | | 2,797,674 | | | | 2,913,119 | |
At June 30, 2015 (Restated) | | | 5,328 | | | | 4,004,253 | | | | (190,860 | ) | | | 2,026,466 | | | | 5,845,187 | | | | 10,370,742 | | | | 16,215,929 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
9
Cosan Limited
Consolidated statements of cash flows
For the six month periods ended June 30, 2016 and 2015
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | June 30, 2016 | | | June 30, 2015 (Restated) | |
Cash flows from operating activities | | | | | | | | | | | | |
Profit before taxes | | | | | | | 514,916 | | | | 157,095 | |
Adjustments for: | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | 816,884 | | | | 482,062 | |
Equity in earnings of associates | | | 11 | | | | 5,158 | | | | 2,978 | |
Equity in earnings of joint ventures | | | 12 | | | | (693,938 | ) | | | (227,098 | ) |
Loss on disposal of assets | | | | | | | 8,517 | | | | 3,096 | |
Stock option expense | | | 10 | | | | 5,896 | | | | 5,859 | |
Change in fair value of investment property | | | 13 / 26 | | | | (8,532 | ) | | | (23,162 | ) |
Provisions for legal proceedings | | | | | | | 60,081 | | | | 23,537 | |
Indexation charges, interest and exchange gains/losses, net | | | | | | | 1,674,733 | | | | 988,093 | |
Other | | | | | | | (62,779 | ) | | | 69,877 | |
| | | | | | | | | | | | |
| | | | | | | 2,320,936 | | | | 1,482,337 | |
Changes in: | | | | | | | | | | | | |
Trade receivables | | | | | | | (70,195 | ) | | | (61,150 | ) |
Inventories | | | | | | | 3,785 | | | | 4,005 | |
Recoverable taxes | | | | | | | 117,200 | | | | 45,880 | |
Related parties | | | | | | | (44,118 | ) | | | (60,268 | ) |
Trade payables | | | | | | | (94,691 | ) | | | 335,339 | |
Other financial liabilities | | | | | | | (102,005 | ) | | | — | |
Employee benefits | | | | | | | (85,038 | ) | | | (51,425 | ) |
Adivances to suppliers | | | | | | | (3,227 | ) | | | (25,474 | ) |
Provisions for legal proceedings | | | | | | | (39,593 | ) | | | (7,360 | ) |
Judicial deposits | | | | | | | (10,737 | ) | | | (16,802 | ) |
Post-employment benefits | | | | | | | (12,685 | ) | | | (11,201 | ) |
Income and other taxes | | | | | | | (117,433 | ) | | | (113,194 | ) |
Concessions payables | | | | | | | (53,963 | ) | | | — | |
Other assets and liabilities, net | | | | | | | (182,042 | ) | | | (119,281 | ) |
| | | | | | | | | | | | |
| | | | | | | (694,742 | ) | | | (80,931 | ) |
Net cash generated by operating activities | | | | | | | 1,626,194 | | | | 1,401,406 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Capital contribution in associates | | | | | | | (2,715 | ) | | | (48,721 | ) |
Marketable securities | | | | | | | (1,202,950 | ) | | | 183,192 | |
Restricted cash | | | | | | | 71,002 | | | | 74,742 | |
Dividends received from associates | | | | | | | 6,076 | | | | 1,151 | |
Dividends received from joint ventures | | | | | | | 443,303 | | | | 206,425 | |
Net cash acquired in business combination | | | | | | | — | | | | 169,703 | |
Put option exercised paid | | | | | | | (186,052 | ) | | | — | |
Acquisition of property, plant and equipment, intangible assets and investments | | | | | | | (1,049,003 | ) | | | (797,960 | ) |
Related parties | | | | | | | 11,338 | | | | — | |
Proceeds from sale of property, plant and equipment, intangible assets and investments, net | | | | | | | — | | | | 1,316 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | | | | | (1,909,001 | ) | | | (210,152 | ) |
| | | | | | | | | | | | |
10
Cosan Limited
Consolidated statements of cash flows
For the six month periods ended June 30, 2016 and 2015
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | June 30, 2016 | | | June 30, 2015 (Restated) | |
Cash flows from financing activities | | | | | | | | | | | | |
Loans, borrowings and debentures raised | | | | | | | 5,305,061 | | | | 2,382,655 | |
Payment of loans, borrowings and debentures | | | | | | | | | | | | |
Principal | | | | | | | (5,572,362 | ) | | | (1,865,705 | ) |
Interest paid | | | | | | | (863,386 | ) | | | (488,549 | ) |
Payment of leases | | | | | | | | | | | | |
Principal | | | | | | | (230,889 | ) | | | (83,372 | ) |
Interest paid | | | | | | | (176,850 | ) | | | (63,005 | ) |
Real estate credits certificate | | | | | | | (64,218 | ) | | | (33,061 | ) |
Non-controlling interest capital increase | | | | | | | 1,978,953 | | | | — | |
Non-controlling interest subscription | | | | | | | 28,764 | | | | — | |
Derivative financial instruments | | | | | | | (21,336 | ) | | | 203,950 | |
Treasury shares | | | | | | | 925 | | | | (12,185 | ) |
Related parties | | | | | | | — | | | | (3,806 | ) |
Dividends paid | | | | | | | (968,001 | ) | | | (356,430 | ) |
| | | | | | | | | | | | |
Net cash used in financing activities | | | | | | | (583,339 | ) | | | (319,508 | ) |
| | | | | | | | | | | | |
(Decrease) increase in cash and cash equivalents | | | | | | | (866,146 | ) | | | 871,746 | |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of the period | | | | | | | 3,505,824 | | | | 1,649,340 | |
Effects of exchange rate changes on cash held | | | | | | | (95,644 | ) | | | 10,861 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | | | | | | 2,544,034 | | | | 2,531,947 | |
| | | | | | | | | | | | |
Supplemental cash flow information: | | | | | | | | | | | | |
Income taxes paid | | | | | | | 53,806 | | | | 52,725 | |
Business combination—non-cash effect | | | | | | | — | | | | 2,537,831 | |
The accompanying notes are an integral part of these consolidated interim financial statements
11
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Cosan Limited (“Cosan”) was incorporated in Bermuda on April 30, 2007. Cosan’s class A common shares are traded on the New York Stock Exchange (NYSE) (ticker—CZZ). The BDRs (Brazilian Depositary Receipts) representing Cosan’s class A common shares are listed on the Brazilian Stock Exchange (BM&FBovespa) (ticker—CZLT33). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan. Cosan controls its subsidiaries Cosan S.A. Indústria e Comércio (“Cosan S.A.”) and Cosan Logística S.A. (“Cosan Logística”) through a 62.51% and 72.47% interest, respectively. Cosan, Cosan S.A., Cosan Logística and its subsidiaries are collectively referred to as the “Company”.
The Company’s primary activities are in the following business segments: (i) Piped natural gas distribution to part of the State of São Paulo through its subsidiary Companhia de Gás de São Paulo – COMGÁS (“COMGÁS”); (ii) Logistics services including transportation, port loading and storage of sugar, leasing or lending of locomotives, wagons and other railway equipment, through its indirect subsidiaries Rumo Logística Operadora Multimodal S.A. (“Rumo”) and América Latina Logística S.A. (“ALL”), logistic segment (“Logistic”); (iii) Purchase, sale and leasing of agricultural land through its subsidiaries, Radar Propriedades Agrícolas S.A. and Radar II Propriedades Agrícolas S.A. (“Radar”); (iv) Production and distribution of lubricants, through its indirect subsidiaries Cosan Lubrificantes e Especialidades S.A. (“CLE”) and Comma Oil & Chemicals Ltd. (“Comma”), under the Mobil licensed trademark in Brazil, Bolivia, Uruguay and Paraguay, in addition to the European and Asian market using the Comma brand and corporate activities (“Lubricants”); and (v) other investments, in addition to the corporate structures of the Company (“Cosan’s other business”).
The Company also holds interests in two joint ventures (“JVs”): (i) Raízen Combustíveis S.A. (“Raízen Combustíveis”), a fuel distribution business, and (ii) Raízen Energia S.A. (“Raízen Energia”), which operates in the production and marketing of sugar, ethanol and energy cogeneration, produced from sugar cane bagasse.
On June 30, 2016, Cosan Logística had a negative consolidated working capital of R$262,442 and loss for the period of R$218,013. Nevertheless, it presented a net cash generation from operations of R$743,614 and made investments in the modernization of its fleet and improving the railway network in the amount of R$824,094, in line with its business plan.
On April 22, 2016, GIF, controlled by Gávea Investimentos and shareholder of subsidiary Rumo, exercised its right to exchange 12,831,102 shares of Rumo for shares of subsidiary Cosan S.A in accordance with the shareholders’ agreement signed in 2010, subsequently inserted, between Cosan Logistics, TPG VI Investment Fund Participations, GIF, Cosan SA and the Company. Cosan S.A. and GIF agreed to settle financially the share exchange obligation through payment of R$ 186,052. The shares received were valued at fair value in the amount of R$ 51,660 presented under “other financial assets”. Once buying shares of Rumo, Cosan S.A. composed the RUMO’s non-controlling framework. Considering that the Company is the parent of both companies, the balance of R$51,660 was reclassified from Other financial assets to non-controlling interests.
On April 07, 2016 Rumo completed a capital increase, pursuant to CVM Rule 476 and Regulation “S” for foreign investors, of R$2,600,000 through the issuance of 1,040,000,000 Rumo’s common shares. These funds have been used for cash strengthening and financing of Rumo’s business plan.
Due to this transaction, Company increased its share in subsidiary Cosan Logistica with dilution of non-controlling.
12
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
2.1 | Statement of compliance |
The consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), and in accordance with the regulations issued by the Brazilian Securities Commission—CVM applicable to the preparation of the Quarterly Information—ITR. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual consolidated financial statements as at and for the year ended December 31, 2015.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2015, except for the adoption of new standards and interpretations effective as of January 1, 2016. The Company has not early adopted any other standard, interpretation or amendment that has been issued.
These consolidated financial statements were authorized for issue by the Board of Directors on August 10, 2016.
2.2 | New standards, interpretations and amendments adopted by the Company—Restated |
The accounting effects of the ALL acquisition are presented in the note 4 and the financial position and consolidated results of operations for the current period are not necessarily comparable with the information presented in previous period.
Although these new standards and amendments apply for the first time in 2016, they do not have a material impact on the annual consolidated financial statements or the interim consolidated financial statements of the Company. The nature and the impact of each new standard or amendment is described below:
Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants
The amendments change the accounting requirements for biological assets that meet the definition of bearer plants. Under the amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of IAS 41Agriculture. Instead, IAS 16 will apply. After initial recognition, bearer plants will be measured under IAS 16 at accumulated cost (before maturity) and using either the cost model. The amendments also require that produce that grows on bearer plants will remain in the scope of IAS 41 measured at fair value less costs to sell. For government grants related to bearer plants, IAS 20Accounting for Government Grants and Disclosure of Government Assistance will apply. These amendments substantially impact the jointly controlled company Raízen Energia and do not have any effect to the Company since it does not have any bearer plants. The impact related to the initial adoption of the accounting standard for the year ended December 31, 2015, as follow:
13
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Consolidated statements of financial position
| | | | | | | | | | | | |
| | December 31, 2015 | |
| | As issued | | | IAS 41 effect | | | Restated | |
Assets | | | | | | | | | | | | |
Current assets | | | 6,835,231 | | | | — | | | | 6,835,231 | |
Investments in joint ventures | | | 8,329,520 | | | | (92,330 | ) | | | 8,237,190 | |
Other non-current assets | | | 37,142,917 | | | | — | | | | 37,142,917 | |
| | | | | | | | | | | | |
| | | — | | | | — | | | | — | |
Total assets | | | 52,307,668 | | | | (92,330 | ) | | | 52,215,338 | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Current liabilities | | | 6,922,633 | | | | — | | | | 6,922,633 | |
Non-current liabilities | | | 29,030,363 | | | | — | | | | 29,030,363 | |
| | | | | | | | | | | | |
Total liabilities | | | 35,952,996 | | | | — | | | | 35,952,996 | |
| | | | | | | | | | | | |
Shareholders’ equity | | | | | | | | | | | | |
Share capital | | | 5,328 | | | | — | | | | 5,328 | |
Additional paid-in capital | | | 4,006,562 | | | | — | | | | 4,006,562 | |
Accumulated other comprehensive loss | | | (478,207 | ) | | | — | | | | (478,207 | ) |
Retained earnings | | | 2,483,283 | | | | (57,716 | ) | | | 2,425,567 | |
| | | | | | | | | | | | |
Equity attributable to owners of the parent | | | 6,016,966 | | | | (57,716 | ) | | | 5,959,250 | |
Non-controlling interests | | | 10,337,706 | | | | (34,614 | ) | | | 10,303,092 | |
| | | | | | | | | | | | |
Total shareholders’ equity | | | 16,354,672 | | | | (92,330 | ) | | | 16,262,342 | |
| | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | | 52,307,668 | | | | (92,330 | ) | | | 52,215,338 | |
| | | | | | | | | | | | |
14
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Consolidated statements of profit or loss
| | | | | | | | | | | | | | | | | | | | | | | | |
| | April 1, 2015 to June 30, 2015 (as issued) | | | IAS 41 effect | | | April 1, 2015 to June 30, 2015 (restated) | | | January 1, 2015 to June 30, 2015 (as issued) | | | IAS 41 effect | | | January 1, 2015 to June 30, 2015 (restated) | |
Gross profit | | | 1,165,604 | | | | — | | | | 1,165,604 | | | | 1,715,387 | | | | — | | | | 1,715,387 | |
Operating expense | | | (416,621 | ) | | | — | | | | (416,621 | ) | | | (915,083 | ) | | | — | | | | (915,083 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before equity in earnings of investees and financial results | | | 748,983 | | | | — | | | | 748,983 | | | | 800,304 | | | | — | | | | 800,304 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of associates | | | 1,656 | | | | | | | | 1,656 | | | | (2,978 | ) | | | | | | | (2,978 | ) |
Equity in earnings of joint ventures | | | 90,274 | | | | (33,048 | ) | | | 57,226 | | | | 248,045 | | | | (20,947 | ) | | | 227,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 91,930 | | | | (33,048 | ) | | | 58,882 | | | | 245,067 | | | | (20,947 | ) | | | 224,120 | |
Financial results | | | (608,906 | ) | | | — | | | | (608,906 | ) | | | (867,329 | ) | | | — | | | | (867,329 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Profit before taxes | | | 232,007 | | | | (33,048 | ) | | | 198,959 | | | | 178,042 | | | | (20,947 | ) | | | 157,095 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income tax (expense) benefit | | | (83,000 | ) | | | — | | | | (83,000 | ) | | | (3,309 | ) | | | — | | | | (3,309 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Profit from continuing operations | | | 149,007 | | | | (33,048 | ) | | | 115,959 | | | | 174,733 | | | | (20,947 | ) | | | 153,786 | |
Loss from discontinued operations, net of tax | | | (3,582 | ) | | | — | | | | (3,582 | ) | | | (3,582 | ) | | | — | | | | (3,582 | ) |
Profit for the period | | | 145,425 | | | | (33,048 | ) | | | 112,377 | | | | 171,151 | | | | (20,947 | ) | | | 150,204 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | 6,528 | | | | (20,658 | ) | | | (14,130 | ) | | | 16,067 | | | | (13,094 | ) | | | 2,973 | |
Non-controlling interests | | | 138,897 | | | | (12,390 | ) | | | 126,507 | | | | 155,084 | | | | (7,853 | ) | | | 147,231 | |
15
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
3 | Significant accounting policies |
The accounting policies set out below have been applied consistently by the Company to all periods presented.
3.1 | Basis of consolidation |
The consolidated interim financial statements include the accounts of Cosan and its subsidiaries. Cosan’s subsidiaries are listed below:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Directly owned subsidiaries | | | | | | | | |
Cosan Logística S.A. | | | 72.47% | | | | 63.27% | |
Cosan S.A. Indústria e Comércio | | | 62.50% | | | | 62.51% | |
Interest of Cosan S.A. in its subsidiaries | | | | | | | | |
Águas da Ponte Alta S.A. | | | 65.00% | | | | 65.00% | |
Bioinvestments Negócios e Participações S.A. | | | 65.00% | | | | 65.00% | |
Comma Oil Chemicals Limited | | | 100.00% | | | | 100.00% | |
Companhia de Gás de São Paulo—COMGÁS(i) | | | 61.73% | | | | 61.33% | |
Cosan Biomassa S.A. | | | 100.00% | | | | 100.00% | |
Cosan Cayman II Limited | | | 100.00% | | | | 100.00% | |
Cosan Global Limited | | | 100.00% | | | | 100.00% | |
Cosan Investimentos e Participações S.A. | | | 100.00% | | | | 100.00% | |
Cosan Lubes Investments Limited | | | 100.00% | | | | 100.00% | |
Cosan Lubrificantes e Especialidades S.A. | | | 100.00% | | | | 100.00% | |
Cosan Luxembourg S.A. | | | 100.00% | | | | 100.00% | |
Cosan Overseas Limited | | | 100.00% | | | | 100.00% | |
Cosan Paraguay S.A. | | | 100.00% | | | | 100.00% | |
Cosan US, Inc. | | | 100.00% | | | | 100.00% | |
Ilha Terminal Distribuição de Produto Químicos Ltda. | | | 100.00% | | | | 100.00% | |
Nova Agrícola Ponte Alta S.A.(ii) | | | 29.50% | | | | 29.50% | |
Nova Amaralina S.A. Propriedades Agrícolas.(ii) | | | 29.50% | | | | 29.50% | |
Nova Santa Barbara Agrícola S.A.(ii) | | | 29.50% | | | | 29.50% | |
Pasadena Empreendimentos e Participações S.A. | | | 100.00% | | | | 100.00% | |
Proud Participações S.A. | | | 65.00% | | | | 65.00% | |
Radar II Propriedades Agrícolas S.A. | | | 65.00% | | | | 65.00% | |
Radar Propriedades Agrícolas S.A.(ii) | | | 29.50% | | | | 29.50% | |
Terras da Ponte Alta S.A.(ii) | | | 29.50% | | | | 29.50% | |
Vale da Ponte Alta S.A. | | | 65.00% | | | | 65.00% | |
Zip Lube S.A. | | | 100.00% | | | | 100.00% | |
16
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Interest of Cosan | | | | | | | | |
Logística S.A. in its subsidiaries | | | | | | | | |
ALL – América Latina Logística Argentina S.A. | | | 25.71% | | | | 23.89% | |
ALL – América Latina Logística Armazéns Gerais Ltda. | | | 28.27% | | | | 26.26% | |
ALL – América Latina Logística Central S.A. | | | 20.79% | | | | 19.31% | |
ALL – América Latina Logística Equipamentos Ltda.(iii) | | | — | | | | 26.26% | |
ALL – América Latina Logística Intermodal S.A. | | | 28.27% | | | | 26.26% | |
ALL – América Latina Logística Malha Norte S.A. | | | 28.06% | | | | 26.06% | |
ALL – América Latina Logística Malha Oeste S.A. | | | 28.27% | | | | 26.26% | |
ALL – América Latina Logística Malha Paulista S.A. | | | 28.27% | | | | 26.26% | |
ALL – América Latina Logística Malha Sul S.A. | | | 28.27% | | | | 26.26% | |
ALL – América Latina Logística Mesopotâmica S.A. | | | 19.95% | | | | 18.53% | |
ALL – América Latina Logística Participações S.A.(iii) | | | — | | | | 26.26% | |
ALL – América Latina Logística Rail Management Ltda. | | | 14.14% | | | | 13.13% | |
ALL – América Latina Logística S.A. | | | 28.27% | | | | 26.26% | |
ALL – América Latina Logística Serviços Ltda. | | | 28.27% | | | | 26.26% | |
Boswells S.A. | | | 28.27% | | | | 26.26% | |
Brado Holding S.A. | | | 28.27% | | | | 26.26% | |
Brado Logística e Participações S.A. | | | 17.59% | | | | 16.34% | |
Brado Logística S.A. | | | 17.59% | | | | 16.34% | |
Logispot Armazéns Gerais S.A. | | | 14.42% | | | | 13.39% | |
Paranaguá S.A. | | | 28.22% | | | | 26.22% | |
PGT—Grains Terminal S.A. | | | 28.27% | | | | 26.26% | |
Portofer Transporte Ferroviário Ltda. | | | 28.27% | | | | 26.26% | |
Rumo Logística Operadora Multimodal S.A. | | | 28.27% | | | | 26.26% | |
(i) | From June 30, 2016, the subsidiary “Cosan S.A” encrease its share to 61.73% in Comgás due to the capital increase arising from partial use of tax benefit of goodwill as the Annual General Meeting / Extraordinary April 26, 2016 the subsidiary Comgás. |
(ii) | The Company has an indirect control over the Radar and its subsidiaries, even without controlling interest, as the Shareholders’ Agreement the subsidiary “Cosan S.A” has the power to direct all relevant activities of Radar and exercise most power in all relevant decisions on financial matters and operational radar. |
(iii) | Incorporated in March 1, 2016 by ALL Intermodal S.A. |
3.2 | New standards and interpretations not yet adopted |
• | | IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. |
IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. The Company has yet to assess IFRS 9’s full impact.
IFRS 9 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted.
17
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
• | | IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11—Construction Contracts and IFRIC 13—Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted. |
The Company is currently assessing the potential impacts of adopting IFRS 15.
• | | IFRS 16—Leases was issued on January 13, 2016. IFRS 16 eliminates the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off-balance sheet operating leases. Instead, there is a single, on-balance sheet accounting model that is similar to current finance lease accounting. For lessees, the lease becomes an on-balance sheet liability that attracts interest, together with a new asset on the other side of the balance sheet. In other words, lessees will appear to become more asset-rich but also more heavily indebted. The new standard takes effect in January 2019. Management is assessing the 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 Company.
On 1 April 2015, after the necessary approvals from the competent bodies, the subsidiary “RUMO” incorporated 100% of the common shares of ALL and, through a shareholders’ agreement, now holds its full control and consolidate its results.
The merger took place by exchange of shares, with the issue by Rumo, of 1,963,670,770 registered common shares with no par value, representing 65.67% of its equity in exchange for 100% of the share capital of ALL , represented by 681,995,165 common shares.
As a result of the acquisition, the Company consolidates its participation strategy in the logistics segment and infrastructure in Brazil, incorporating approximately 12,000 km of rail present in ALL Awards.
a) | Consideration transferred |
The fair value of the ordinary shares issued was based on the listed share price of the ALL (ticker – ALL3.SA) as at March 31, 2015 of R$ 3.97 per share. Additionally, the value was adjusted by the settlement of pre-existing relationship, as follows:
| | | | |
| | In thousands of R$ | |
Equity instruments (681,995,165 common shares) | | | 2,707,534 | |
Settlement of pre-existing relationship | | | 29,838 | |
| | | | |
Total consideration transferred | | | 2,737,372 | |
| | | | |
18
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
(i) | Settlement of pre-existing relationship |
In March 2009, Rumo and ALL entered into an operating agreement (pre-existing relationship) for the supply of sugar transport logistics and other grains from the western of the state of São Paulo to the Port of Santos, in which Rumo has port concessions for lifting services.
According to the terms of the existing agreement, Rumo invested in the construction and improvement of permanent roads under concession of ALL and acquisition of rolling stock for use in the transport of products in the rail network, in order to increase rail freight transport capacity in ALL. In exchange for the Company’s investments, the agreement stipulated that ALL should provide a certain capacity of rail transport services, as well as compensate Rumo through the payment of a fee, fixed contractually, per ton of product transported by ALL on the rail network and / or by the use of undercarriage given by Rumo to ALL.
This pre-existing relationship was settled when Rumo acquired ALL. As a result of this settlement, Rumo recorded a gain of R$ 29,838 in the profit or loss as “other operating income”.
The fair value of the settlement of pre-existing relationship has been the difference between the value of the investment made by Rumo and the discounted cash flow of the remuneration of such investment, considering the volume and contractually agreed rate.
b) | Identifiable assets acquired and liabilities assumed |
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition:
| | | | |
Description | | | | |
Cash and cash equivalents | | | 169,703 | |
Investment securities | | | 940,689 | |
Trade receivables | | | 382,576 | |
Inventories | | | 79,115 | |
Other credits | | | 1,517,924 | |
Property, plant and equipment | | | 7,206,290 | |
Intangible assets | | | 7,652,231 | |
Loans, borrowings and debentures | | | (6,639,223 | ) |
Leases | | | (1,857,947 | ) |
Real estate credits certificate | | | (340,255 | ) |
Trade payables | | | (915,213 | ) |
Leases and concessions | | | (1,974,280 | ) |
Provision for legal proceedings | | | (458,575 | ) |
Deferred tax liabilities | | | (1,168,034 | ) |
Other liabilities | | | (1,625,948 | ) |
| | | | |
Consolidated net assets | | | 2,969,053 | |
| | | | |
Non-controlling interests | | | (231,681 | ) |
| | | | |
Total identifiable net assets acquired | | | 2,737,372 | |
| | | | |
19
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
During the measurement period were identified new information about facts and circumstances existing at the acquisition date related to temporary assets and liabilities were adjusted on completion of the acquisition.
Segment information
The following segment information is used by Cosan’s senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions with regards to the allocation of resources.
The following statement of financial position and profit or loss selected information by segment was prepared on the same basis as the accounting practices used in the preparation of consolidated information:
20
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination / adjustments | | | Total consolidated | | | Cosan Energia | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 2,642,897 | | | | 16,479,574 | | | | 1,493,958 | | | | 24,014 | | | | 488,992 | | | | 1,376,248 | | | | 341 | | | | (19,122,471 | ) | | | (19,151 | ) | | | 3,364,402 | | | | 2,007,304 | | | | 1,376,248 | |
Domestic market | | | 1,001,494 | | | | 16,479,574 | | | | 1,493,958 | | | | 24,014 | | | | 374,949 | | | | 1,312,995 | | | | 341 | | | | (17,481,068 | ) | | | (19,151 | ) | | | 3,187,106 | | | | 1,893,261 | | | | 1,312,995 | |
External market | | | 1,641,403 | | | | — | | | | — | | | | — | | | | 114,043 | | | | 63,253 | | | | — | | | | (1,641,403 | ) | | | — | | | | 177,296 | | | | 114,043 | | | | 63,253 | |
Cost of sales | | | (2,216,693 | ) | | | (15,665,191 | ) | | | (729,430 | ) | | | — | | | | (369,337 | ) | | | (907,528 | ) | | | (8,544 | ) | | | 17,881,884 | | | | 19,151 | | | | (1,995,688 | ) | | | (1,107,310 | ) | | | (907,528 | ) |
Gross profit | | | 426,204 | | | | 814,383 | | | | 764,528 | | | | 24,014 | | | | 119,655 | | | | 468,720 | | | | (8,203 | ) | | | (1,240,587 | ) | | | — | | | | 1,368,714 | | | | 899,994 | | | | 468,720 | |
Selling expenses | | | (180,311 | ) | | | (299,521 | ) | | | (159,886 | ) | | | — | | | | (95,368 | ) | | | (2,451 | ) | | | (100 | ) | | | 479,832 | | | | — | | | | (257,805 | ) | | | (255,354 | ) | | | (2,451 | ) |
General and administrative expenses | | | (115,335 | ) | | | (119,596 | ) | | | (84,627 | ) | | | (7,114 | ) | | | (16,947 | ) | | | (82,957 | ) | | | (85,567 | ) | | | 234,931 | | | | — | | | | (277,212 | ) | | | (149,684 | ) | | | (82,957 | ) |
Other income (expense), net | | | (31,531 | ) | | | 117,352 | | | | (640 | ) | | | 8,878 | | | | 152 | | | | (10,067 | ) | | | (18,408 | ) | | | (85,821 | ) | | | — | | | | (20,085 | ) | | | (10,018 | ) | | | (10,068 | ) |
Financial results | | | 206,657 | | | | (146,745 | ) | | | (45,932 | ) | | | 4,364 | | | | (25,351 | ) | | | (406,421 | ) | | | (284,025 | ) | | | (59,912 | ) | | | 8,700 | | | | (748,665 | ) | | | (249,649 | ) | | | (406,421 | ) |
Financial expense | | | (211,252 | ) | | | (12,042 | ) | | | (164,259 | ) | | | (342 | ) | | | (13,883 | ) | | | (477,461 | ) | | | (195,964 | ) | | | 223,294 | | | | 8,700 | | | | (843,209 | ) | | | (343,682 | ) | | | (477,461 | ) |
Financial income | | | 165,611 | | | | 54,659 | | | | 118,072 | | | | 4,706 | | | | 845 | | | | 74,125 | | | | 131,974 | | | | (220,270 | ) | | | — | | | | 329,722 | | | | 255,399 | | | | 74,125 | |
Foreign exchange losses, net | | | (45,045 | ) | | | 423,806 | | | | 118,707 | | | | — | | | | 27,928 | | | | 35,538 | | | | 351,978 | | | | (378,761 | ) | | | — | | | | 534,151 | | | | 563,265 | | | | 35,538 | |
Derivatives | | | 297,343 | | | | (613,168 | ) | | | (118,452 | ) | | | — | | | | (40,241 | ) | | | (38,623 | ) | | | (572,013 | ) | | | 315,825 | | | | — | | | | (769,329 | ) | | | (724,631 | ) | | | (38,623 | ) |
Equity in earnings of associates | | | (12,492 | ) | | | — | | | | — | | | | — | | | | (2,157 | ) | | | 2,565 | | | | 352,381 | | | | 12,492 | | | | (356,389 | ) | | | (3,600 | ) | | | (6,676 | ) | | | 2,565 | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 252,594 | | | | — | | | | — | | | | 252,594 | | | | 252,594 | | | | — | |
Income tax (expense) benefit | | | (79,297 | ) | | | (74,250 | ) | | | (163,127 | ) | | | (4,547 | ) | | | 4,078 | | | | (3,018 | ) | | | 99,276 | | | | 153,547 | | | | (2,958 | ) | | | (70,296 | ) | | | (64,319 | ) | | | (3,017 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 213,895 | | | | 291,623 | | | | 310,316 | | | | 25,595 | | | | (15,938 | ) | | | (33,629 | ) | | | 307,948 | | | | (505,518 | ) | | | (350,647 | ) | | | 243,645 | | | | 416,888 | | | | (33,629 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | 213,895 | | | | 279,440 | | | | 310,316 | | | | 25,595 | | | | (15,938 | ) | | | (11,006 | ) | | | 307,948 | | | | (493,335 | ) | | | (590,553 | ) | | | 26,362 | | | | 281,585 | | | | (11,006 | ) |
Non-controlling interests | | | — | | | | 12,183 | | | | — | | | | — | | | | — | | | | (22,623 | ) | | | — | | | | (12,183 | ) | | | 239,906 | | | | 217,283 | | | | 135,303 | | | | (22,623 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 213,895 | | | | 291,623 | | | | 310,316 | | | | 25,595 | | | | (15,938 | ) | | | (33,629 | ) | | | 307,948 | | | | (505,518 | ) | | | (350,647 | ) | | | 243,645 | | | | 416,888 | | | | (33,629 | ) |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 541,002 | | | | 148,653 | | | | 122,037 | | | | 159 | | | | 21,959 | | | | 215,647 | | | | 4,528 | | | | (689,655 | ) | | | — | | | | 364,330 | | | | 148,683 | | | | 215,647 | |
EBITDA | | | 627,537 | | | | 661,271 | | | | 641,412 | | | | 25,937 | | | | 27,294 | | | | 591,457 | | | | 497,225 | | | | (1,288,808 | ) | | | (356,389 | ) | | | 1,426,936 | | | | 879,539 | | | | 591,456 | |
Additions to PP&E, intangible and biological assets | | | 357,730 | | | | 225,846 | | | | 109,321 | | | | 22 | | | | 9,339 | | | | 539,219 | | | | 1,803 | | | | (583,576 | ) | | | — | | | | 659,704 | | | | 120,485 | | | | 539,219 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 213,895 | | | | 291,623 | | | | 310,316 | | | | 25,595 | | | | (15,938 | ) | | | (33,629 | ) | | | 307,948 | | | | (505,518 | ) | | | (350,647 | ) | | | 243,645 | | | | 416,888 | | | | (33,629 | ) |
Income tax and social contribution | | | 79,297 | | | | 74,250 | | | | 163,127 | | | | 4,547 | | | | (4,078 | ) | | | 3,018 | | | | (99,276 | ) | | | (153,547 | ) | | | 2,958 | | | | 70,296 | | | | 64,319 | | | | 3,017 | |
Financial result, net | | | (206,657 | ) | | | 146,745 | | | | 45,932 | | | | (4,364 | ) | | | 25,351 | | | | 406,421 | | | | 284,025 | | | | 59,912 | | | | (8,700 | ) | | | 748,665 | | | | 249,649 | | | | 406,421 | |
Depreciation and amortization | | | 541,002 | | | | 148,653 | | | | 122,037 | | | | 159 | | | | 21,959 | | | | 215,647 | | | | 4,528 | | | | (689,655 | ) | | | — | | | | 364,330 | | | | 148,683 | | | | 215,647 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 627,537 | | | | 661,271 | | | | 641,412 | | | | 25,937 | | | | 27,294 | | | | 591,457 | | | | 497,225 | | | | (1,288,808 | ) | | | (356,389 | ) | | | 1,426,936 | | | | 879,539 | | | | 591,456 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
21
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2016 to June 30, 2016 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination / adjustments | | | Total consolidated | | | Cosan Energia | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 6,509,176 | | | | 32,871,326 | | | | 2,954,034 | | | | 46,928 | | | | 968,117 | | | | 2,562,139 | | | | 374 | | | | (39,380,502 | ) | | | (25,208 | ) | | | 6,506,384 | | | | 3,969,453 | | | | 2,562,139 | |
Domestic market | | | 2,680,599 | | | | 32,871,326 | | | | 2,954,034 | | | | 46,928 | | | | 740,882 | | | | 2,458,491 | | | | 374 | | | | (35,551,925 | ) | | | (25,208 | ) | | | 6,175,501 | | | | 3,742,218 | | | | 2,458,491 | |
External market | | | 3,828,577 | | | | — | | | | — | | | | — | | | | 227,235 | | | | 103,648 | | | | — | | | | (3,828,577 | ) | | | — | | | | 330,883 | | | | 227,235 | | | | 103,648 | |
Cost of sales | | | (4,883,779 | ) | | | (31,265,779 | ) | | | (1,558,014 | ) | | | — | | | | (741,281 | ) | | | (1,778,611 | ) | | | (9,094 | ) | | | 36,149,558 | | | | 25,208 | | | | (4,061,792 | ) | | | (2,308,389 | ) | | | (1,778,611 | ) |
Gross profit | | | 1,625,397 | | | | 1,605,547 | | | | 1,396,020 | | | | 46,928 | | | | 226,836 | | | | 783,528 | | | | (8,720 | ) | | | (3,230,944 | ) | | | — | | | | 2,444,592 | | | | 1,661,064 | | | | 783,528 | |
Selling expenses | | | (368,715 | ) | | | (656,617 | ) | | | (314,469 | ) | | | — | | | | (179,342 | ) | | | (724 | ) | | | (100 | ) | | | 1,025,332 | | | | — | | | | (494,635 | ) | | | (493,912 | ) | | | (724 | ) |
General and administrative expenses | | | (278,621 | ) | | | (220,805 | ) | | | (157,953 | ) | | | (14,690 | ) | | | (35,740 | ) | | | (172,729 | ) | | | (131,641 | ) | | | 499,426 | | | | — | | | | (512,753 | ) | | | (291,340 | ) | | | (172,729 | ) |
Other income (expense), net | | | 36,948 | | | | 198,070 | | | | (2,656 | ) | | | 8,665 | | | | 1,854 | | | | (7,794 | ) | | | (57,720 | ) | | | (235,018 | ) | | | — | | | | (57,651 | ) | | | (49,854 | ) | | | (7,794 | ) |
Financial results | | | 415,898 | | | | (279,706 | ) | | | (142,008 | ) | | | 8,128 | | | | (44,266 | ) | | | (833,718 | ) | | | (655,033 | ) | | | (136,192 | ) | | | 113,480 | | | | (1,553,417 | ) | | | (699,008 | ) | | | (833,718 | ) |
Financial expense | | | (474,027 | ) | | | (55,397 | ) | | | (374,248 | ) | | | (751 | ) | | | (22,680 | ) | | | (947,113 | ) | | | (488,634 | ) | | | 529,424 | | | | 113,480 | | | | (1,719,946 | ) | | | (838,071 | ) | | | (947,113 | ) |
Financial income | | | 327,899 | | | | 114,210 | | | | 231,626 | | | | 8,928 | | | | 1,809 | | | | 135,651 | | | | 202,481 | | | | (442,109 | ) | | | — | | | | 580,495 | | | | 444,535 | | | | 135,651 | |
Foreign exchange losses, net | | | (60,219 | ) | | | 782,103 | | | | 242,561 | | | | (49 | ) | | | 45,348 | | | | 82,058 | | | | 689,587 | | | | (721,884 | ) | | | — | | | | 1,059,505 | | | | 1,070,777 | | | | 82,058 | |
Derivatives | | | 622,245 | | | | (1,120,622 | ) | | | (241,947 | ) | | | — | | | | (68,743 | ) | | | (104,314 | ) | | | (1,058,467 | ) | | | 498,377 | | | | — | | | | (1,473,471 | ) | | | (1,376,249 | ) | | | (104,314 | ) |
Equity in earnings of associates | | | (48,775 | ) | | | 2,520 | | | | — | | | | — | | | | (3,022 | ) | | | 6,122 | | | | 634,872 | | | | 46,255 | | | | (643,130 | ) | | | (5,158 | ) | | | (11,792 | ) | | | 6,122 | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 693,938 | | | | — | | | | — | | | | 693,938 | | | | 693,938 | | | | — | |
Income tax (expense) benefit | | | (447,913 | ) | | | (184,223 | ) | | | (267,762 | ) | | | (8,483 | ) | | | 4,645 | | | | 7,302 | | | | 212,366 | | | | 632,136 | | | | (38,583 | ) | | | (90,515 | ) | | | (59,234 | ) | | | 7,302 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 934,219 | | | | 464,786 | | | | 511,172 | | | | 40,548 | | | | (29,035 | ) | | | (218,013 | ) | | | 687,962 | | | | (1,399,005 | ) | | | (568,233 | ) | | | 424,401 | | | | 749,862 | | | | (218,013 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | 934,219 | | | | 442,538 | | | | 511,172 | | | | 40,548 | | | | (29,035 | ) | | | (59,050 | ) | | | 687,962 | | | | (1,376,757 | ) | | | (993,926 | ) | | | 157,671 | | | | 530,291 | | | | (59,050 | ) |
Non-controlling interests | | | — | | | | 22,248 | | | | — | | | | — | | | | — | | | | (158,963 | ) | | | — | | | | (22,248 | ) | | | 425,693 | | | | 266,730 | | | | 219,571 | | | | (158,963 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 934,219 | | | | 464,786 | | | | 511,172 | | | | 40,548 | | | | (29,035 | ) | | | (218,013 | ) | | | 687,962 | | | | (1,399,005 | ) | | | (568,233 | ) | | | 424,401 | | | | 749,862 | | | | (218,013 | ) |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,184,444 | | | | 312,272 | | | | 241,085 | | | | 314 | | | | 42,588 | | | | 425,432 | | | | 7,489 | | | | (1,496,716 | ) | | | — | | | | 716,908 | | | | 291,476 | | | | 425,432 | |
EBITDA | | | 2,150,678 | | | | 1,240,987 | | | | 1,162,027 | | | | 41,217 | | | | 53,174 | | | | 1,033,835 | | | | 1,138,118 | | | | (3,391,665 | ) | | | (643,130 | ) | | | 2,785,241 | | | | 1,799,580 | | | | 1,033,835 | |
Additions to PP&E, intangible and biological assets | | | 1,168,364 | | | | 405,011 | | | | 203,460 | | | | 122 | | | | 18,687 | | | | 824,094 | | | | 2,640 | | | | (1,573,375 | ) | | | — | | | | 1,049,003 | | | | 224,909 | | | | 824,094 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 934,219 | | | | 464,786 | | | | 511,172 | | | | 40,548 | | | | (29,035 | ) | | | (218,013 | ) | | | 687,962 | | | | (1,399,005 | ) | | | (568,233 | ) | | | 424,401 | | | | 749,862 | | | | (218,013 | ) |
Income tax and social contribution | | | 447,913 | | | | 184,223 | | | | 267,762 | | | | 8,483 | | | | (4,645 | ) | | | (7,302 | ) | | | (212,366 | ) | | | (632,136 | ) | | | 38,583 | | | | 90,515 | | | | 59,234 | | | | (7,302 | ) |
Financial result, net | | | (415,898 | ) | | | 279,706 | | | | 142,008 | | | | (8,128 | ) | | | 44,266 | | | | 833,718 | | | | 655,033 | | | | 136,192 | | | | (113,480 | ) | | | 1,553,417 | | | | 699,008 | | | | 833,718 | |
Depreciation and amortization | | | 1,184,444 | | | | 312,272 | | | | 241,085 | | | | 314 | | | | 42,588 | | | | 425,432 | | | | 7,489 | | | | (1,496,716 | ) | | | — | | | | 716,908 | | | | 291,476 | | | | 425,432 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 2,150,678 | | | | 1,240,987 | | | | 1,162,027 | | | | 41,217 | | | | 53,174 | | | | 1,033,835 | | | | 1,138,118 | | | | (3,391,665 | ) | | | (643,130 | ) | | | 2,785,241 | | | | 1,799,580 | | | | 1,033,835 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
22
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | April 1, 2015 to June 30, 2015 (Restated) | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination / adjustments | | | Total consolidated | | | Cosan Energia | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 1,646,883 | | | | 14,793,885 | | | | 1,671,012 | | | | 26,927 | | | | 424,088 | | | | 1,220,285 | | | | — | | | | (16,440,768 | ) | | | (9,071 | ) | | | 3,333,241 | | | | 2,122,027 | | | | 1,220,285 | |
Domestic market | | | 790,038 | | | | 14,793,885 | | | | 1,671,012 | | | | 26,927 | | | | 338,505 | | | | 1,175,685 | | | | — | | | | (15,583,923 | ) | | | (9,071 | ) | | | 3,203,058 | | | | 2,036,444 | | | | 1,175,685 | |
External market | | | 856,845 | | | | — | | | | — | | | | — | | | | 85,583 | | | | 44,600 | | | | — | | | | (856,845 | ) | | | — | | | | 130,183 | | | | 85,583 | | | | 44,600 | |
Cost of sales | | | (1,577,927 | ) | | | (14,134,501 | ) | | | (1,090,919 | ) | | | (5,530 | ) | | | (314,261 | ) | | | (765,998 | ) | | | — | | | | 15,712,428 | | | | 9,071 | | | | (2,167,637 | ) | | | (1,410,710 | ) | | | (765,998 | ) |
Gross profit | | | 68,956 | | | | 659,384 | | | | 580,093 | | | | 21,397 | | | | 109,827 | | | | 454,287 | | | | — | | | | (728,340 | ) | | | — | | | | 1,165,604 | | | | 711,317 | | | | 454,287 | |
Selling expenses | | | (88,087 | ) | | | (281,090 | ) | | | (150,654 | ) | | | — | | | | (70,380 | ) | | | — | | | | — | | | | 369,177 | | | | — | | | | (221,034 | ) | | | (221,034 | ) | | | — | |
General and administrative expenses | | | (121,175 | ) | | | (97,231 | ) | | | (73,860 | ) | | | (6,988 | ) | | | (17,385 | ) | | | (84,782 | ) | | | (50,491 | ) | | | 218,406 | | | | — | | | | (233,506 | ) | | | (142,597 | ) | | | (84,782 | ) |
Other income (expense), net | | | (24,342 | ) | | | 82,634 | | | | (1,787 | ) | | | 6,460 | | | | 214 | | | | 39,831 | | | | (6,799 | ) | | | (58,292 | ) | | | — | | | | 37,919 | | | | (1,911 | ) | | | 39,831 | |
Financial results | | | 10,958 | | | | (34,279 | ) | | | (58,294 | ) | | | 1,979 | | | | (12,766 | ) | | | (323,003 | ) | | | (216,822 | ) | | | 23,321 | | | | — | | | | (608,906 | ) | | | (260,761 | ) | | | (323,003 | ) |
Financial expense | | | (195,132 | ) | | | (47,074 | ) | | | (92,788 | ) | | | (351 | ) | | | (13,043 | ) | | | (354,971 | ) | | | (192,261 | ) | | | 242,206 | | | | 4,178 | | | | (649,236 | ) | | | (285,655 | ) | | | (354,971 | ) |
Financial income | | | 152,405 | | | | 41,452 | | | | 41,910 | | | | 2,330 | | | | 1,027 | | | | 47,899 | | | | 32,968 | | | | (193,857 | ) | | | (4,178 | ) | | | 121,956 | | | | 74,036 | | | | 47,899 | |
Foreign exchange losses, net | | | 145,247 | | | | 28,116 | | | | 46,063 | | | | — | | | | 2,960 | | | | (59 | ) | | | 49,114 | | | | (173,363 | ) | | | — | | | | 98,078 | | | | 107,547 | | | | (59 | ) |
Derivatives | | | (91,562 | ) | | | (56,773 | ) | | | (53,479 | ) | | | — | | | | (3,710 | ) | | | (15,872 | ) | | | (106,643 | ) | | | 148,335 | | | | — | | | | (179,704 | ) | | | (156,689 | ) | | | (15,872 | ) |
Equity in earnings of associates | | | (11,422 | ) | | | 3,064 | | | | — | | | | — | | | | (2,131 | ) | | | 181 | | | | 169,310 | | | | 8,358 | | | | (165,704 | ) | | | 1,656 | | | | 1,475 | | | | 181 | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 57,226 | | | | — | | | | — | | | | 57,226 | | | | 57,226 | | | | — | |
Income tax (expense) benefit | | | 72,765 | | | | (117,122 | ) | | | (100,134 | ) | | | (3,477 | ) | | | (3,318 | ) | | | (46,573 | ) | | | 70,502 | | | | 44,357 | | | | — | | | | (83,000 | ) | | | (36,427 | ) | | | (46,573 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (92,347 | ) | | | 215,360 | | | | 195,364 | | | | 19,371 | | | | 4,061 | | | | 39,941 | | | | 22,926 | | | | (123,013 | ) | | | (165,704 | ) | | | 115,959 | | | | 107,288 | | | | 39,941 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | (92,347 | ) | | | 208,338 | | | | 195,364 | | | | 19,371 | | | | 4,061 | | | | 14,503 | | | | 22,926 | | | | (115,991 | ) | | | (266,773 | ) | | | (10,548 | ) | | | 16,402 | | | | 14,503 | |
Non-controlling interests | | | — | | | | 7,022 | | | | — | | | | — | | | | — | | | | 25,438 | | | | — | | | | (7,022 | ) | | | 101,069 | | | | 126,507 | | | | 90,886 | | | | 25,438 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (92,347 | ) | | | 215,360 | | | | 195,364 | | | | 19,371 | | | | 4,061 | | | | 39,941 | | | | 22,926 | | | | (123,013 | ) | | | (165,704 | ) | | | 115,959 | | | | 107,288 | | | | 39,941 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 336,430 | | | | 147,697 | | | | 119,701 | | | | 246 | | | | 18,919 | | | | 176,885 | | | | 1,059 | | | | (484,127 | ) | | | — | | | | 316,810 | | | | 139,925 | | | | 176,885 | |
EBITDA | | | 160,360 | | | | 514,458 | | | | 473,493 | | | | 21,115 | | | | 39,064 | | | | 586,402 | | | | 170,305 | | | | (674,818 | ) | | | (165,704 | ) | | | 1,124,675 | | | | 544,401 | | | | 586,402 | |
Additions to PP&E, intangible and biological assets | | | 357,555 | | | | 116,873 | | | | 122,454 | | | | 272 | | | | 6,959 | | | | 471,631 | | | | 14,955 | | | | (474,428 | ) | | | — | | | | 616,271 | | | | 144,639 | | | | 471,631 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (92,347 | ) | | | 215,360 | | | | 195,364 | | | | 19,371 | | | | 4,061 | | | | 39,941 | | | | 22,926 | | | | (123,013 | ) | | | (165,704 | ) | | | 115,959 | | | | 107,288 | | | | 39,941 | |
Income tax and social contribution | | | (72,765 | ) | | | 117,122 | | | | 100,134 | | | | 3,477 | | | | 3,318 | | | | 46,573 | | | | (70,502 | ) | | | (44,357 | ) | | | — | | | | 83,000 | | | | 36,427 | | | | 46,573 | |
Financial result, net | | | (10,958 | ) | | | 34,279 | | | | 58,294 | | | | (1,979 | ) | | | 12,766 | | | | 323,003 | | | | 216,822 | | | | (23,321 | ) | | | — | | | | 608,906 | | | | 260,761 | | | | 323,003 | |
Depreciation and amortization | | | 336,430 | | | | 147,697 | | | | 119,701 | | | | 246 | | | | 18,919 | | | | 176,885 | | | | 1,059 | | | | (484,127 | ) | | | — | | | | 316,810 | | | | 139,925 | | | | 176,885 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 160,360 | | | | 514,458 | | | | 473,493 | | | | 21,115 | | | | 39,064 | | | | 586,402 | | | | 170,305 | | | | (674,818 | ) | | | (165,704 | ) | | | 1,124,675 | | | | 544,401 | | | | 586,402 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
23
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2015 to June 30, 2015 (Restated) | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination / adjustments | | | Total consolidated | | | Cosan Energia | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 4,726,922 | | | | 28,855,395 | | | | 3,205,075 | | | | 48,533 | | | | 803,931 | | | | 1,425,897 | | | | — | | | | (33,582,317 | ) | | | (9,071 | ) | | | 5,474,365 | | | | 4,057,539 | | | | 1,425,897 | |
Domestic market | | | 1,956,396 | | | | 28,855,395 | | | | 3,205,075 | | | | 48,533 | | | | 644,171 | | | | 1,352,533 | | | | — | | | | (30,811,791 | ) | | | (9,071 | ) | | | 5,241,241 | | | | 3,897,779 | | | | 1,352,533 | |
External market | | | 2,770,526 | | | | — | | | | — | | | | — | | | | 159,760 | | | | 73,364 | | | | — | | | | (2,770,526 | ) | | | — | | | | 233,124 | | | | 159,760 | | | | 73,364 | |
Cost of sales | | | (4,162,081 | ) | | | (27,394,590 | ) | | | (2,245,596 | ) | | | (7,268 | ) | | | (602,837 | ) | | | (912,348 | ) | | | — | | | | 31,556,671 | | | | 9,071 | | | | (3,758,978 | ) | | | (2,855,701 | ) | | | (912,347 | ) |
Gross profit | | | 564,841 | | | | 1,460,805 | | | | 959,479 | | | | 41,265 | | | | 201,094 | | | | 513,549 | | | | — | | | | (2,025,646 | ) | | | — | | | | 1,715,387 | | | | 1,201,838 | | | | 513,550 | |
Selling expenses | | | (237,160 | ) | | | (597,023 | ) | | | (305,176 | ) | | | — | | | | (135,185 | ) | | | — | | | | — | | | | 834,183 | | | | — | | | | (440,361 | ) | | | (440,360 | ) | | | — | |
General and administrative expenses | | | (261,826 | ) | | | (197,502 | ) | | | (160,456 | ) | | | (14,195 | ) | | | (33,532 | ) | | | (109,152 | ) | | | (95,983 | ) | | | 459,328 | | | | — | | | | (413,318 | ) | | | (283,475 | ) | | | (109,154 | ) |
Other income (expense), net | | | 14,757 | | | | 143,560 | | | | (3,867 | ) | | | 20,783 | | | | 373 | | | | 39,371 | | | | (118,064 | ) | | | (158,317 | ) | | | — | | | | (61,404 | ) | | | (100,775 | ) | | | 39,371 | |
Financial results | | | (227,345 | ) | | | (21,326 | ) | | | (132,251 | ) | | | 3,671 | | | | (8,996 | ) | | | (343,402 | ) | | | (386,351 | ) | | | 248,671 | | | | — | | | | (867,329 | ) | | | (545,475 | ) | | | (343,402 | ) |
Financial expense | | | (399,974 | ) | | | (86,029 | ) | | | (196,678 | ) | | | (705 | ) | | | (21,488 | ) | | | (365,294 | ) | | | (364,683 | ) | | | 486,003 | | | | 8,000 | | | | (940,848 | ) | | | (559,468 | ) | | | (365,294 | ) |
Financial income | | | 300,198 | | | | 79,229 | | | | 79,224 | | | | 4,400 | | | | 1,355 | | | | 53,551 | | | | 61,217 | | | | (379,427 | ) | | | (8,000 | ) | | | 191,747 | | | | 138,144 | | | | 53,551 | |
Foreign exchange losses, net | | | (460,179 | ) | | | (144,690 | ) | | | (196,450 | ) | | | (24 | ) | | | 5,575 | | | | (56,276 | ) | | | (246,581 | ) | | | 604,869 | | | | — | | | | (493,756 | ) | | | (460,998 | ) | | | (56,276 | ) |
Derivatives | | | 332,610 | | | | 130,164 | | | | 181,653 | | | | — | | | | 5,562 | | | | 24,617 | | | | 163,696 | | | | (462,774 | ) | | | — | | | | 375,528 | | | | 336,847 | | | | 24,617 | |
Equity in earnings of associates | | | (17,412 | ) | | | 7,112 | | | | — | | | | — | | | | (7,090 | ) | | | 181 | | | | 178,271 | | | | 10,300 | | | | (174,340 | ) | | | (2,978 | ) | | | (3,159 | ) | | | 180 | |
Equity in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 227,098 | | | | — | | | | — | | | | 227,098 | | | | 227,098 | | | | — | |
Income tax (expense) benefit | | | 103,048 | | | | (262,098 | ) | | | (131,975 | ) | | | (6,821 | ) | | | (9,023 | ) | | | (51,406 | ) | | | 195,916 | | | | 159,050 | | | | — | | | | (3,309 | ) | | | 48,097 | | | | (51,406 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (61,097 | ) | | | 533,528 | | | | 225,754 | | | | 44,703 | | | | 7,641 | | | | 49,141 | | | | 887 | | | | (472,431 | ) | | | (174,340 | ) | | | 153,786 | | | | 103,789 | | | | 49,139 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | (61,097 | ) | | | 514,484 | | | | 225,754 | | | | 44,703 | | | | 7,641 | | | | 22,056 | | | | 887 | | | | (453,387 | ) | | | (294,486 | ) | | | 6,555 | | | | (15,182 | ) | | | 22,054 | |
Non-controlling interests | | | — | | | | 19,044 | | | | — | | | | — | | | | — | | | | 27,085 | | | | — | | | | (19,044 | ) | | | 120,146 | | | | 147,231 | | | | 118,971 | | | | 27,085 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (61,097 | ) | | | 533,528 | | | | 225,754 | | | | 44,703 | | | | 7,641 | | | | 49,141 | | | | 887 | | | | (472,431 | ) | | | (174,340 | ) | | | 153,786 | | | | 103,789 | | | | 49,139 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 964.044 | | | | 287.030 | | | | 239.152 | | | | 491 | | | | 36.847 | | | | 203.538 | | | | 2.034 | | | | (1.251.074 | ) | | | — | | | | 482.062 | | | | 278.522 | | | | 203.538 | |
EBITDA | | | 1,027,244 | | | | 1,103,982 | | | | 729,132 | | | | 48,344 | | | | 62,507 | | | | 647,487 | | | | 193,356 | | | | (2,131,226 | ) | | | (174,340 | ) | | | 1,506,486 | | | | 879,689 | | | | 647,485 | |
Additions to PP&E, intangible and biological assets | | | 1,198,002 | | | | 358,627 | | | | 246,020 | | | | 940 | | | | 15,264 | | | | 502,621 | | | | 33,115 | | | | (1,556,629 | ) | | | — | | | | 797,960 | | | | 296,760 | | | | 502,621 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (61,097 | ) | | | 533,528 | | | | 225,754 | | | | 44,703 | | | | 7,641 | | | | 49,141 | | | | 887 | | | | (472,431 | ) | | | (174,340 | ) | | | 153,786 | | | | 103,789 | | | | 49,139 | |
Income tax and social contribution | | | (103,048 | ) | | | 262,098 | | | | 131,975 | | | | 6,821 | | | | 9,023 | | | | 51,406 | | | | (195,916 | ) | | | (159,050 | ) | | | — | | | | 3,309 | | | | (48,097 | ) | | | 51,406 | |
Financial result, net | | | 227,345 | | | | 21,326 | | | | 132,251 | | | | (3,671 | ) | | | 8,996 | | | | 343,402 | | | | 386,351 | | | | (248,671 | ) | | | — | | | | 867,329 | | | | 545,475 | | | | 343,402 | |
Depreciation and amortization | | | 964,044 | | | | 287,030 | | | | 239,152 | | | | 491 | | | | 36,847 | | | | 203,538 | | | | 2,034 | | | | (1,251,074 | ) | | | — | | | | 482,062 | | | | 278,522 | | | | 203,538 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,027,244 | | | | 1,103,982 | | | | 729,132 | | | | 48,344 | | | | 62,507 | | | | 647,487 | | | | 193,356 | | | | (2,131,226 | ) | | | (174,340 | ) | | | 1,506,486 | | | | 879,689 | | | | 647,485 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
24
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2016 | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan Energia | | | Cosan Logística | |
Statement of financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 3,170,659 | | | | 974,962 | | | | 1,390,730 | | | | 7,798 | | | | 63,907 | | | | 71,863 | | | | 1,009,736 | | | | (4,145,621 | ) | | | — | | | | 2,544,034 | | | | 2,259,354 | | | | 71,863 | |
Marketable securities | | | — | | | | — | | | | — | | | | 138,559 | | | | — | | | | 1,711,794 | | | | — | | | | — | | | | — | | | | 1,850,353 | | | | 138,559 | | | | 1,711,794 | |
Trade receivables | | | 626,584 | | | | 1,745,822 | | | | 573,785 | | | | 21,666 | | | | 247,719 | | | | 269,506 | | | | 45 | | | | (2,372,406 | ) | | | — | | | | 1,112,721 | | | | 843,216 | | | | 269,506 | |
Derivative financial instruments | | | 1,300,319 | | | | 181,751 | | | | 411,158 | | | | — | | | | — | | | | 4,080 | | | | 587,681 | | | | (1,482,070 | ) | | | — | | | | 1,002,919 | | | | 998,839 | | | | 4,080 | |
Inventories | | | 1,205,843 | | | | 1,489,635 | | | | 139,039 | | | | — | | | | 289,328 | | | | 212,832 | | | | 3,223 | | | | (2,695,478 | ) | | | — | | | | 644,422 | | | | 431,590 | | | | 212,832 | |
Other financial assets | | | — | | | | — | | | | — | | | | 141,064 | | | | — | | | | — | | | | 51,660 | | | | — | | | | (51,660 | ) | | | 141,064 | | | | 192,724 | | | | — | |
Other current assets | | | 2,049,352 | | | | 1,352,703 | | | | 90,397 | | | | 137,080 | | | | 46,826 | | | | 404,985 | | | | 209,088 | | | | (3,402,055 | ) | | | (57,573 | ) | | | 830,803 | | | | 470,768 | | | | 404,985 | |
Other non-current assets | | | 3,168,935 | | | | 890,395 | | | | 262,340 | | | | 58 | | | | 43,202 | | | | 2,802,856 | | | | 1,722,111 | | | | (4,059,330 | ) | | | (7,989 | ) | | | 4,822,578 | | | | 2,019,716 | | | | 2,802,856 | |
Investment in associates | | | 218,508 | | | | — | | | | — | | | | — | | | | 6,265 | | | | 46,745 | | | | 12,110,409 | | | | (218,508 | ) | | | (11,983,066 | ) | | | 180,353 | | | | 133,608 | | | | 46,745 | |
Investment in joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,347,720 | | | | — | | | | — | | | | 8,347,720 | | | | 8,347,720 | | | | — | |
Biological assets | | | 809,841 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (809,841 | ) | | | — | | | | — | | | | — | | | | — | |
Investment property | | | — | | | | — | | | | — | | | | 2,593,649 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,593,649 | | | | 2,593,649 | | | | — | |
Property, plant and equipment | | | 11,051,790 | | | | 2,359,833 | | | | — | | | | 1,618 | | | | 240,455 | | | | 10,051,873 | | | | 150,759 | | | | (13,411,623 | ) | | | — | | | | 10,444,705 | | | | 392,832 | | | | 10,051,873 | |
Intangible assets and goodwill | | | 3,246,428 | | | | 4,500,044 | | | | 8,574,445 | | | | 1,889 | | | | 796,154 | | | | 7,862,142 | | | | 8,227 | | | | (7,746,472 | ) | | | — | | | | 17,242,857 | | | | 9,380,715 | | | | 7,862,142 | |
Loans, borrowings and debenture | | | (9,956,894 | ) | | | (2,648,257 | ) | | | (3,550,781 | ) | | | — | | | | (472,879 | ) | | | (8,169,580 | ) | | | (4,980,472 | ) | | | 12,605,151 | | | | — | | | | (17,173,712 | ) | | | (8,244,200 | ) | | | (8,169,580 | ) |
Derivative financial instruments | | | (1,237,068 | ) | | | (917,504 | ) | | | — | | | | — | | | | (53,218 | ) | | | (24,243 | ) | | | (762,932 | ) | | | 2,154,572 | | | | — | | | | (840,393 | ) | | | (816,150 | ) | | | (24,243 | ) |
Trade payables | | | (977,463 | ) | | | (670,482 | ) | | | (1,165,076 | ) | | | (2,209 | ) | | | (197,883 | ) | | | (473,375 | ) | | | (4,849 | ) | | | 1,647,945 | | | | — | | | | (1,843,392 | ) | | | (1,370,017 | ) | | | (473,375 | ) |
Employee benefits payable | | | (434,535 | ) | | | (123,542 | ) | | | (45,511 | ) | | | (5,201 | ) | | | (17,880 | ) | | | (135,322 | ) | | | (13,324 | ) | | | 558,077 | | | | — | | | | (217,238 | ) | | | (81,916 | ) | | | (135,322 | ) |
Other current liabilities | | | (1,040,859 | ) | | | (1,320,508 | ) | | | (162,550 | ) | | | (37,485 | ) | | | (133,006 | ) | | | (1,267,115 | ) | | | (206,998 | ) | | | 2,361,367 | | | | 55,629 | | | | (1,751,525 | ) | | | (504,983 | ) | | | (1,267,115 | ) |
Other non-current liabilities | | | (1,309,603 | ) | | | (2,769,990 | ) | | | (1,342,467 | ) | | | (106,310 | ) | | | (157,960 | ) | | | (7,199,804 | ) | | | (3,472,773 | ) | | | 4,079,593 | | | | 93,298 | | | | (12,186,016 | ) | | | (5,069,581 | ) | | | (7,199,804 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 11,891,837 | | | | 5,044,862 | | | | 5,175,509 | | | | 2,892,176 | | | | 701,030 | | | | 6,169,237 | | | | 14,759,311 | | | | (16,936,699 | ) | | | (11,951,361 | ) | | | 17,745,902 | | | | 12,116,443 | | | | 6,169,237 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 26,848,259 | | | | 13,495,145 | | | | 11,441,894 | | | | 3,043,381 | | | | 1,733,856 | | | | 23,438,676 | | | | 24,200,659 | | | | (40,343,404 | ) | | | (12,100,288 | ) | | | 51,758,178 | | | | 28,203,290 | | | | 23,438,676 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributable to owners of the parent | | | 11,892,800 | | | | 4,870,307 | | | | 5,175,509 | | | | 2,892,176 | | | | 701,030 | | | | 1,670,838 | | | | 14,759,311 | | | | (16,763,107 | ) | | | (19,086,982 | ) | | | 6,111,882 | | | | 8,647,429 | | | | 1,670,838 | |
Non-controlling interests | | | (963 | ) | | | 174,555 | | | | — | | | | — | | | | — | | | | 4,498,399 | | | | — | | | | (173,592 | ) | | | 7,135,621 | | | | 11,634,020 | | | | 3,469,014 | | | | 4,498,399 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 11,891,837 | | | | 5,044,862 | | | | 5,175,509 | | | | 2,892,176 | | | | 701,030 | | | | 6,169,237 | | | | 14,759,311 | | | | (16,936,699 | ) | | | (11,951,361 | ) | | | 17,745,902 | | | | 12,116,443 | | | | 6,169,237 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
25
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2015 (Restated) | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Radar | | | Lubricants | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan Energia | | | Cosan Logística | |
Statement of financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 2,995,495 | | | | 885,880 | | | | 1,967,643 | | | | 1,016 | | | | 96,907 | | | | 246,849 | | | | 1,193,409 | | | | (3,881,375 | ) | | | — | | | | 3,505,824 | | | | 3,129,530 | | | | 246,849 | |
Marketable securities | | | — | | | | — | | | | — | | | | 241,430 | | | | — | | | | 508,268 | | | | — | | | | — | | | | — | | | | 749,698 | | | | 241,430 | | | | 508,268 | |
Trade receivables | | | 719,092 | | | | 2,058,601 | | | | 540,132 | | | | 38,510 | | | | 220,417 | | | | 165,671 | | | | 248 | | | | (2,777,693 | ) | | | — | | | | 964,978 | | | | 799,308 | | | | 165,671 | |
Derivative financial instruments | | | 1,465,816 | | | | 255,665 | | | | 665,032 | | | | — | | | | 12,363 | | | | 99,863 | | | | 1,653,038 | | | | (1,721,481 | ) | | | — | | | | 2,430,296 | | | | 2,292,859 | | | | 99,863 | |
Inventories | | | 2,371,987 | | | | 1,287,946 | | | | 134,347 | | | | — | | | | 293,916 | | | | 225,784 | | | | 2,854 | | | | (3,659,933 | ) | | | — | | | | 656,901 | | | | 431,117 | | | | 225,784 | |
Other current assets | | | 1,579,568 | | | | 1,029,510 | | | | 132,960 | | | | 120,615 | | | | 51,926 | | | | 364,168 | | | | 277,393 | | | | (2,609,078 | ) | | | (66,604 | ) | | | 880,458 | | | | 503,502 | | | | 364,168 | |
Other non-current assets | | | 3,425,968 | | | | 921,891 | | | | 279,091 | | | | 51 | | | | (135,853 | ) | | | 2,824,311 | | | | 1,937,123 | | | | (4,347,859 | ) | | | (9,717 | ) | | | 4,895,006 | | | | 2,070,687 | | | | 2,824,311 | |
Investment in associates | | | 225,670 | | | | 248,456 | | | | — | | | | — | | | | 8,453 | | | | 44,241 | | | | 11,971,024 | | | | (474,126 | ) | | | (11,839,342 | ) | | | 184,376 | | | | 140,134 | | | | 44,241 | |
Investment in joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,237,190 | | | | — | | | | — | | | | 8,237,190 | | | | 8,237,190 | | | | — | |
Biological assets | | | 678,564 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (678,564 | ) | | | — | | | | — | | | | — | | | | — | |
Investment property | | | — | | | | — | | | | — | | | | 2,595,035 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,595,035 | | | | 2,595,035 | | | | — | |
Property, plant and equipment | | | 11,027,461 | | | | 2,409,555 | | | | — | | | | 2,029 | | | | 243,080 | | | | 9,404,087 | | | | 156,691 | | | | (13,437,016 | ) | | | — | | | | 9,805,887 | | | | 401,800 | | | | 9,404,087 | |
Intangible assets and goodwill | | | 3,261,623 | | | | 4,414,352 | | | | 8,620,436 | | | | 1,669 | | | | 818,362 | | | | 7,862,420 | | | | 6,802 | | | | (7,675,975 | ) | | | — | | | | 17,309,689 | | | | 9,447,269 | | | | 7,862,420 | |
Loans, borrowings and debenture | | | (11,549,211 | ) | | | (3,226,449 | ) | | | (3,823,067 | ) | | | — | | | | (512,758 | ) | | | (8,585,175 | ) | | | (5,908,203 | ) | | | 14,775,660 | | | | — | | | | (18,829,203 | ) | | | (9,755,703 | ) | | | (8,585,175 | ) |
Trade payables | | | (676,321 | ) | | | (67,902 | ) | | | — | | | | — | | | | (291 | ) | | | (1,780 | ) | | | (740,427 | ) | | | 744,223 | | | | — | | | | (742,498 | ) | | | (740,718 | ) | | | (1,780 | ) |
Derivative financial instruments | | | (1,126,540 | ) | | | (937,177 | ) | | | (1,302,397 | ) | | | (2,511 | ) | | | (235,663 | ) | | | (420,189 | ) | | | (4,252 | ) | | | 2,063,717 | | | | — | | | | (1,965,012 | ) | | | (1,544,822 | ) | | | (420,189 | ) |
Employee benefits payable | | | (315,704 | ) | | | (83,214 | ) | | | (65,522 | ) | | | (5,684 | ) | | | (15,061 | ) | | | (149,871 | ) | | | (20,141 | ) | | | 398,918 | | | | — | | | | (256,279 | ) | | | (106,407 | ) | | | (149,871 | ) |
Other current liabilities | | | (920,298 | ) | | | (968,904 | ) | | | (103,331 | ) | | | (35,464 | ) | | | (135,945 | ) | | | (1,477,920 | ) | | | (237,919 | ) | | | 1,889,202 | | | | 64,528 | | | | (1,926,051 | ) | | | (463,015 | ) | | | (1,477,920 | ) |
Other non-current liabilities | | | (1,364,086 | ) | | | (3,129,560 | ) | | | (1,180,987 | ) | | | (104,403 | ) | | | (209,245 | ) | | | (7,094,274 | ) | | | (3,754,009 | ) | | | 4,493,646 | | | | 108,965 | | | | (12,233,953 | ) | | | (5,236,850 | ) | | | (7,094,274 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 11,799,084 | | | | 5,098,650 | | | | 5,864,337 | | | | 2,852,293 | | | | 500,608 | | | | 4,016,453 | | | | 14,770,821 | | | | (16,897,734 | ) | | | (11,742,170 | ) | | | 16,262,342 | | | | 12,442,346 | | | | 4,016,453 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 27,751,244 | | | | 13,511,856 | | | | 12,339,641 | | | | 3,000,355 | | | | 1,609,571 | | | | 21,745,662 | | | | 25,435,772 | | | | (41,263,100 | ) | | | (11,915,663 | ) | | | 52,215,338 | | | | 30,289,861 | | | | 21,745,662 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributable to owners of the parent | | | 11,800,047 | | | | 4,926,655 | | | | 5,864,337 | | | | 2,852,293 | | | | 500,608 | | | | 1,113,277 | | | | 14,770,821 | | | | (16,726,702 | ) | | | (19,142,086 | ) | | | 5,959,250 | | | | 8,753,858 | | | | 1,113,277 | |
Non-controlling interests | | | (963 | ) | | | 171,995 | | | | — | | | | — | | | | — | | | | 2,903,176 | | | | — | | | | (171,032 | ) | | | 7,399,916 | | | | 10,303,092 | | | | 3,688,488 | | | | 2,903,176 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 11,799,084 | | | | 5,098,650 | | | | 5,864,337 | | | | 2,852,293 | | | | 500,608 | | | | 4,016,453 | | | | 14,770,821 | | | | (16,897,734 | ) | | | (11,742,170 | ) | | | 16,262,342 | | | | 12,442,346 | | | | 4,016,453 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
26
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Net sales by segment:
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 | | | January 1, 2015 to June 30, 2015 | |
Raízen Energia | | | | | | | | | | | | | | | | |
Ethanol | | | 1,262,340 | | | | 3,199,252 | | | | 940,503 | | | | 2,566,987 | |
Sugar | | | 1,115,321 | | | | 2,961,609 | | | | 464,968 | | | | 1,873,297 | |
Cogeneration | | | 151,438 | | | | 195,319 | | | | 172,052 | | | | 184,738 | |
Other | | | 113,798 | | | | 152,996 | | | | 69,360 | | | | 101,900 | |
| | | | | | | | | | | | | | | | |
| | | 2,642,897 | | | | 6,509,176 | | | | 1,646,883 | | | | 4,726,922 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 16,479,574 | | | | 32,871,326 | | | | 14,793,885 | | | | 28,855,395 | |
| | | | | | | | | | | | | | | | |
| | | 16,479,574 | | | | 32,871,326 | | | | 14,793,885 | | | | 28,855,395 | |
COMGÁS | | | | | | | | | | | | | | | | |
Industrial | | | 996,765 | | | | 2,002,830 | | | | 1,049,105 | | | | 2,076,956 | |
Residential | | | 197,848 | | | | 353,254 | | | | 181,347 | | | | 302,204 | |
Thermo generation | | | 9,873 | | | | 61,594 | | | | 135,036 | | | | 250,145 | |
Construction revenue | | | 57,386 | | | | 111,909 | | | | 72,128 | | | | 138,100 | |
Commercial | | | 50,827 | | | | 97,977 | | | | 50,014 | | | | 95,051 | |
Cogeneration | | | 75,903 | | | | 146,301 | | | | 71,792 | | | | 133,401 | |
Automotive | | | 88,095 | | | | 154,287 | | | | 103,343 | | | | 193,724 | |
Other | | | 17,261 | | | | 25,882 | | | | 8,247 | | | | 15,494 | |
| | | | | | | | | | | | | | | | |
| | | 1,493,958 | | | | 2,954,034 | | | | 1,671,012 | | | | 3,205,075 | |
Radar | | | | | | | | | | | | | | | | |
Land lease | | | 20,164 | | | | 39,353 | | | | 16,519 | | | | 33,505 | |
Property sales | | | — | | | | — | | | | 6,436 | | | | 8,315 | |
Other | | | 3,850 | | | | 7,575 | | | | 3,972 | | | | 6,713 | |
| | | | | | | | | | | | | | | | |
| | | 24,014 | | | | 46,928 | | | | 26,927 | | | | 48,533 | |
Lubricants | | | | | | | | | | | | | | | | |
Lubricants | | | 425,273 | | | | 851,185 | | | | 327,814 | | | | 637,523 | |
Basic oil | | | 59,891 | | | | 108,833 | | | | 56,704 | | | | 94,158 | |
Other | | | 3,828 | | | | 8,099 | | | | 39,570 | | | | 72,250 | |
| | | | | | | | | | | | | | | | |
| | | 488,992 | | | | 968,117 | | | | 424,088 | | | | 803,931 | |
Cosan Corporate | | | 341 | | | | 374 | | | | — | | | | — | |
IFRS 11—Deconsolidated of adjustments/eliminations joint ventures and eliminations | | | (19,141,622 | ) | | | (39,405,710 | ) | | | (16,449,839 | ) | | | (33,591,388 | ) |
| | | | | | | | | | | | | | | | |
Cosan Energia | | | 1,988,154 | | | | 3,944,245 | | | | 2,112,956 | | | | 4,048,468 | |
| | | | | | | | | | | | | | | | |
Logistics | | | | | | | | | | | | | | | | |
North operations(i) | | | 998,048 | | | | 1,893,980 | | | | 817,350 | | | | 1,022,962 | |
South operations(i) | | | 302,500 | | | | 527,328 | | | | 320,151 | | | | 320,151 | |
Container operations(i) | | | 75,700 | | | | 140,831 | | | | 82,784 | | | | 82,784 | |
| | | | | | | | | | | | | | | | |
| | | 1,376,248 | | | | 2,562,139 | | | | 1,220,285 | | | | 1,425,897 | |
| | | | | | | | | | | | | | | | |
Total | | | 3,364,402 | | | | 6,506,384 | | | | 3,333,241 | | | | 5,474,365 | |
| | | | | | | | | | | | | | | | |
(i) | Segment created following the ALL Acquisition, which was completed on April 1, 2015. |
27
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
6 | Cash and cash equivalents |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Cash and bank deposits | | | 463,557 | | | | 305,510 | |
Short-term investments | | | 2,080,477 | | | | 3,200,314 | |
| | | | | | | | |
| | | 2,544,034 | | | | 3,505,824 | |
| | | | | | | | |
Short-term investments are composed as follows:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Investment funds | | | | | | | | |
Repurchase agreements | | | 1,603,667 | | | | 1,252,229 | |
Bank certificate of deposits—CDB | | | 212,840 | | | | 792,279 | |
Other | | | 20,738 | | | | 199,919 | |
| | | | | | | | |
| | | 1,837,245 | | | | 2,244,427 | |
Bank investments | | | | | | | | |
Repurchase agreements | | | 63,865 | | | | 407,971 | |
Bank certificate of deposits—CDB | | | 171,043 | | | | 542,658 | |
Other | | | 8,324 | | | | 5,258 | |
| | | | | | | | |
| | | 243,232 | | | | 955,887 | |
| | | 2,080,477 | | | | 3,200,314 | |
| | | | | | | | |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Government security | | | 1,614,153 | | | | 334,167 | |
Bank certificate of deposits—CDB | | | 236,200 | | | | 271,323 | |
| | | | | | | | |
| | | 1,850,353 | | | | 605,490 | |
| | | | | | | | |
28
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Domestic—Brazilian Reais | | | 1,156,352 | | | | 999,007 | |
Export—Foreign currency | | | 26,673 | | | | 29,402 | |
Allowance for doubtful accounts | | | (70,303 | ) | | | (63,431 | ) |
| | | | | | | | |
| | | 1,112,722 | | | | 964,978 | |
| | | | | | | | |
Current | | | 1,044,614 | | | | 904,245 | |
| | | | | | | | |
Non-current | | | 68,108 | | | | 60,733 | |
| | | | | | | | |
9 | Other current tax receivable |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
ICMS—State VAT | | | 615,769 | | | | 597,023 | |
COFINS—Revenue tax | | | 213,293 | | | | 228,393 | |
PIS—Revenue tax | | | 63,416 | | | | 69,098 | |
PAES—Special Program for Installment Payments | | | 1,991 | | | | 33,245 | |
Other | | | 13,958 | | | | 17,682 | |
| | | | | | | | |
| | | 908,427 | | | | 945,441 | |
| | | | | | | | |
Current | | | 184,231 | | | | 311,892 | |
| | | | | | | | |
Non-current | | | 724,196 | | | | 633,549 | |
| | | | | | | | |
29
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
a) | Receivables from and payables to related parties: |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Current assets | | | | | | | | |
Commercial operations | | | | | | | | |
Raízen Energia S.A. | | | 61,727 | | | | 47,591 | |
Raízen Combustíveis S.A. | | | 8,587 | | | | 3,052 | |
Aguassanta Participações S.A. | | | 6,327 | | | | 6,371 | |
Other | | | 9,042 | | | | 4,085 | |
| | | | | | | | |
| | | 85,683 | | | | 61,099 | |
Corporate operation / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 10,733 | | | | 13,028 | |
| | | | | | | | |
| | | 10,733 | | | | 13,028 | |
Financial operations | | | | | | | | |
Raízen Combustíveis S.A. | | | — | | | | 1,102 | |
| | | | | | | | |
| | | — | | | | 1,102 | |
| | | 96,416 | | | | 75,229 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Receivables under the framework agreement | | | | | | | | |
Raízen Energia S.A. | | | 114,687 | | | | 89,763 | |
Janus Brasil Participações S.A. | | | 20,875 | | | | 20,875 | |
| | | | | | | | |
| | | 135,562 | | | | 110,638 | |
Financial operations | | | | | | | | |
Rezende Barbosa Group | | | 46,052 | | | | 70,365 | |
Novvi Limited Liability Company | | | 15,414 | | | | 17,121 | |
Other | | | 191 | | | | 8 | |
| | | | | | | | |
| | | 61,657 | | | | 87,494 | |
Corporate operation | | | | | | | | |
Raízen Energia S.A. | | | — | | | | 23,029 | |
Other | | | — | | | | 184 | |
| | | | | | | | |
| | | — | | | | 23,213 | |
| | | 197,219 | | | | 221,345 | |
| | | | | | | | |
Total | | | 293,635 | | | | 296,574 | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Commercial operations | | | | | | | | |
Raízen Energia S.A. | | | 25,215 | | | | 46,582 | |
Raízen Combustíveis S.A. | | | 72,983 | | | | 71,489 | |
Other | | | 170 | | | | (454 | ) |
| | | | | | | | |
| | | 98,368 | | | | 117,617 | |
Corporate operations / Agreements | | | | | | | | |
Raízen Energia S.A. | | | 103,539 | | | | 78,653 | |
Raízen Combustíveis S.A. | | | 6,866 | | | | 7,810 | |
| | | | | | | | |
| | | 110,405 | | | | 86,463 | |
Total | | | 208,773 | | | | 204,080 | |
| | | | | | | | |
30
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
b) | Related party transactions: |
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 | | | January 1, 2015 to June 30, 2015 | |
Sales of goods and services | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 100,063 | | | | 214,898 | | | | 42,596 | | | | 138,337 | |
Raízen Combustíveis S.A. | | | 34,314 | | | | 62,211 | | | | 31,182 | | | | 34,857 | |
Other | | | — | | | | 422 | | | | 127 | | | | 127 | |
| | | | | | | | | | | | | | | | |
| | | 134,377 | | | | 277,531 | | | | 73,905 | | | | 173,321 | |
Purchase of goods / Inputs | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (47 | ) | | | (66 | ) | | | (67 | ) | | | (70 | ) |
Raízen Combustíveis S.A. | | | (225,956 | ) | | | (427,050 | ) | | | (1,751 | ) | | | (1,764 | ) |
Other | | | (144 | ) | | | (269 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | (226,147 | ) | | | (427,385 | ) | | | (1,818 | ) | | | (1,834 | ) |
Land lease | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 15,314 | | | | 31,485 | | | | 14,777 | | | | 29,279 | |
| | | | | | | | | | | | | | | | |
| | | 15,314 | | | | 31,485 | | | | 14,777 | | | | 29,279 | |
Shared income (expense) | | | | | | | | | | | | | | | | |
Aguassanta Participações S.A. | | | 92 | | | | 171 | | | | 111 | | | | 216 | |
Raízen Energia S.A. | | | (18,732 | ) | | | (33,845 | ) | | | (10,674 | ) | | | (21,342 | ) |
| | | | | | | | | | | | | | | | |
| | | (18,640 | ) | | | (33,674 | ) | | | (10,563 | ) | | | (21,126 | ) |
Financial result | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 470 | | | | 994 | | | | 420 | | | | 1,230 | |
Other | | | 128 | | | | (73 | ) | | | (76 | ) | | | (195 | ) |
| | | | | | | | | | | | | | | | |
| | | 598 | | | | 921 | | | | 344 | | | | 1,035 | |
Total | | | (94,498 | ) | | | (151,122 | ) | | | 76,645 | | | | 180,675 | |
| | | | | | | | | | | | | | | | |
c) | Officers’ and directors’ compensation |
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 | | | January 1, 2015 to June 30, 2015 | |
Regular compensation | | | 47,213 | | | | 58,288 | | | | 6,655 | | | | 20,870 | |
Stock option expense | | | 3,416 | | | | 5,896 | | | | 2,930 | | | | 5,859 | |
Bonuses and other variable compensation | | | 23,227 | | | | 33,512 | | | | 24,908 | | | | 33,060 | |
| | | | | | | | | | | | | | | | |
| | | 73,856 | | | | 97,696 | | | | 34,493 | | | | 59,789 | |
| | | | | | | | | | | | | | | | |
31
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
11 | Investments in associates |
a) | Information in associates of the Company and the Company’s ownership: |
| | | | | | | | | | | | | | | | | | | | |
| | Tellus Brasil Participações S.A. | | | Novvi Limited Liability Company | | | Janus Brasil Participações S.A. | | | Other investments | | | Total | |
Shares issued by the associate | | | 65,957,282 | | | | 200,002 | | | | 16,166,927 | | | | — | | | | | |
Shares held by Cosan | | | 33,638,214 | | | | 100,001 | | | | 31,699,465 | | | | — | | | | | |
Cosan ownership interest | | | 51.00% | | | | 50.00% | | | | 51.00% | | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings (losses) of associates at June 30, 2015 | | | 5,986 | | | | (7,081 | ) | | | 146 | | | | (2,029 | ) | | | (2,978 | ) |
At December 31, 2015 | | | 99,638 | | | | 6,783 | | | | 23,713 | | | | 54,242 | | | | 184,376 | |
Equity in earnings (losses) of associates | | | (1,461 | ) | | | (3,022 | ) | | | 3,976 | | | | (4,651 | ) | | | (5,158 | ) |
Capital increase | | | — | | | | 2,170 | | | | — | | | | — | | | | 2,170 | |
Dividends | | | (1,508 | ) | | | — | | | | (689 | ) | | | (3,754 | ) | | | (5,951 | ) |
Other | | | (492 | ) | | | — | | | | — | | | | 5,406 | | | | 4,914 | |
| | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 96,177 | | | | 5,931 | | | | 27,000 | | | | 51,243 | | | | 180,351 | |
| | | | | | | | | | | | | | | | | | | | |
32
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
b) | Information in the non-controlling interests in subsidiaries of the Company: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Cosan S.A. Indústria e Comércio | | | Cosan Logística S.A. | | | Companhia de Gás de São Paulo - COMGÁS | | | Rumo Logística Operadora Multimodal S.A. | | | Logispot Armazéns Agrícolas S.A. | | | Radar Propriedades Agrícolas S.A. | | | Radar II Propriedades Agrícolas S.A. | | | Elimination of participation Radar II in Radar | | | Total | |
Shares issued by the associate | | | 407,214,353 | | | | 365,100,567 | | | | 127,313,301 | | | | 1,339,015,898 | | | | 2,040,816 | | | | 21,148,989 | | | | 830,690,258 | | | | — | | | | | |
Shares held by non-controlling shareholders | | | 153,511,030 | | | | 101,368,577 | | | | 48,720,752 | | | | 960,507,722 | | | | 1,000,000 | | | | 17,147,822 | | | | 290,710,861 | | | | — | | | | | |
Non-controlling interest | | | 37.49% | | | | 27.52% | | | | 38.27% | | | | 71.73% | | | | 49.00% | | | | 81.08% | | | | 35.00% | | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(losses) of associates at June 30, 2015 (Restated) | | | (5,692 | ) | | | 6,867 | | | | 88,747 | | | | 28,186 | | | | (1,101 | ) | | | 26,609 | | | | 3,615 | | | | — | | | | 147,231 | |
At December 31, 2015 | | | 3,700,096 | | | | 46,043 | | | | 2,109,567 | | | | 2,866,244 | | | | 36,835 | | | | 1,728,749 | | | | 349,022 | | | | (498,850 | ) | | | 10,337,706 | |
Effect of changes to IAS 41—in joint ventures (Note 2.2) | | | (34,614 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (34,614 | ) |
At December 31, 2015 (Restated) | | | 3,665,482 | | | | 46,043 | | | | 2,109,567 | | | | 2,866,244 | | | | 36,835 | | | | 1,728,749 | | | | 349,022 | | | | (498,850 | ) | | | 10,303,092 | |
Equity in earnings (losses) of associates | | | 226,893 | | | | (20,770 | ) | | | 197,239 | | | | (158,175 | ) | | | (788 | ) | | | 18,623 | | | | 7,442 | | | | (3,734 | ) | | | 266,730 | |
Other comprehensive income (losses) | | | (25,183 | ) | | | 91 | | | | — | | | | 1,879 | | | | — | | | | (590 | ) | | | (38 | ) | | | 110 | | | | (23,731 | ) |
Dividends | | | (212,448 | ) | | | — | | | | (475,351 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (687,799 | ) |
Capital increase | | | — | | | | 139,556 | | | | — | | | | 1,751,480 | | | | — | | | | — | | | | — | | | | — | | | | 1,891,036 | |
Other | | | (85,393 | ) | | | (67,663 | ) | | | 36,825 | | | | 923 | | | | — | | | | — | | | | — | | | | — | | | | (115,308 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 3,569,351 | | | | 97,257 | | | | 1,868,280 | | | | 4,462,351 | | | | 36,047 | | | | 1,746,782 | | | | 356,426 | | | | (502,474 | ) | | | 11,634,020 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
33
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
12 | Investments in joint ventures |
Changes to investments in joint ventures were as follows:
| | | | | | | | | | | | |
| | Raízen Combustíveis S.A. | | | Raízen Energia S.A. | | | Total | |
Shares issued by the associate | | | 3,303,168,484 | | | | 5,902,595,634 | | | | | |
Shares held by Cosan | | | 1,651,584,242 | | | | 2,951,297,817 | | | | | |
Cosan ownership interest | | | 50.00% | | | | 50.00% | | | | | |
| | | | | | | | | | | | |
Equity in earnings of joint ventures at June 30, 2015 (Restated) | | | 256,649 | | | | (29,551 | ) | | | 227,098 | |
At December 31, 2015 | | | 3,204,834 | | | | 5,124,686 | | | | 8,329,520 | |
Effect of changes to IAS 41—in joint ventures (Note 2.2) | | | — | | | | (92,330 | ) | | | (92,330 | ) |
At December 31, 2015 (Restated) | | | 3,204,834 | | | | 5,032,356 | | | | 8,237,190 | |
Equity in earnings of joint ventures | | | 220,905 | | | | 473,033 | | | | 693,938 | |
Other comprehensive losses | | | 13,975 | | | | (136,539 | ) | | | (122,564 | ) |
Interest on capital | | | (39,000 | ) | | | — | | | | (39,000 | ) |
Dividends | | | (224,060 | ) | | | (197,782 | ) | | | (421,842 | ) |
| | | | | | | | | | | | |
At June 30, 2016 | | | 3,176,654 | | | | 5,171,068 | | | | 8,347,722 | |
| | | | | | | | | | | | |
The statement of financial position and statement of profit or loss of the joint ventures are disclosed in Note 5, Segments.
Pursuant to the terms of the Raízen Joint Venture—Framework Agreement, Cosan is responsible for certain legal proceedings that existed prior to the formation of Raízen, net of judicial deposits as of April 1, 2011, as well as tax installments under the REFIS (tax amnesty and refinancing program), recorded in “Other taxes payable”. Additionally, Cosan granted access to Raízen a credit line (stand-by facility) in the amount of US$500 million, which was unused at June 30, 2016.
13 | Assets held for sale and investment property |
| | | | | | | | | | | | |
| | Investment property | | | Assets held for sale | | | Total | |
At December 31, 2015 | | | 2,595,035 | | | | 149,938 | | | | 2,744,973 | |
Change in fair value | | | 8,532 | | | | (5,233 | ) | | | 3,299 | |
Additions | | | — | | | | 3,382 | | | | 3,382 | |
Transfers | | | (9,918 | ) | | | 9,918 | | | | — | |
| | | | | | | | | | | | |
At June 30, 2016 | | | 2,593,649 | | | | 158,005 | | | | 2,751,654 | |
| | | | | | | | | | | | |
34
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
14 | Property, plant and equipment |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Land, buildings and improvements | | | Machinery, equipment and facilities | | | Railcars and locomotives | | | Permanent railways | | | Construction in progress | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2015 | | | 859,957 | | | | 663,223 | | | | 4,235,037 | | | | 3,568,597 | | | | 824,034 | | | | 467,090 | | | | 10,617,938 | |
Additions | | | — | | | | 6,690 | | | | 17,816 | | | | — | | | | 992,148 | | | | 18,778 | | | | 1,035,432 | |
Disposals | | | — | | | | (101 | ) | | | (823 | ) | | | (7,409 | ) | | | — | | | | (9,445 | ) | | | (17,778 | ) |
Transfers | | | 78,505 | | | | 52,457 | | | | 607,939 | | | | 14,589 | | | | (780,622 | ) | | | 11,805 | | | | (15,327 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 938,462 | | | | 722,269 | | | | 4,859,969 | | | | 3,575,777 | | | | 1,035,560 | | | | 488,228 | | | | 11,620,265 | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2015 | | | (118,056 | ) | | | (218,925 | ) | | | (248,686 | ) | | | (209,308 | ) | | | — | | | | (17,076 | ) | | | (812,051 | ) |
Additions | | | (21,893 | ) | | | (37,644 | ) | | | (127,133 | ) | | | (146,905 | ) | | | — | | | | (36,150 | ) | | | (369,725 | ) |
Disposals | | | — | | | | 100 | | | | 440 | | | | 3,048 | | | | — | | | | 2,555 | | | | 6,143 | |
Transfers | | | 4,678 | | | | 1,159 | | | | 3,071 | | | | (7,342 | ) | | | — | | | | (1,493 | ) | | | 73 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2015 | | | (135,271 | ) | | | (255,310 | ) | | | (372,308 | ) | | | (360,507 | ) | | | — | | | | (52,164 | ) | | | (1,175,560 | ) |
At December 31, 2015 | | | 741,901 | | | | 444,298 | | | | 3,986,351 | | | | 3,359,289 | | | | 824,034 | | | | 450,014 | | | | 9,805,887 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 803,191 | | | | 466,959 | | | | 4,487,661 | | | | 3,215,270 | | | | 1,035,560 | | | | 436,064 | | | | 10,444,705 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalization of borrowing costs
Capitalized borrowing costs for the period ended June 30, 2016 amounted to R$2.103 (R$5.550 for the period ended June 30, 2015).
35
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
15 | Intangible assets and goodwill |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Goodwill | | | Concession rights | | | Improvements to public concessions and operating licenses | | | Trademarks | | | Customer relationships | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2015 | | | 713,291 | | | | 16,664,047 | | | | 432,529 | | | | 252,474 | | | | 940,470 | | | | 404,013 | | | | 19,406,824 | |
Additions | | | — | | | | 161,084 | | | | — | | | | — | | | | 42,155 | | | | 7,430 | | | | 210,669 | |
Disposals | | | — | | | | (11,924 | ) | | | — | | | | — | | | | (9,152 | ) | | | — | | | | (21,076 | ) |
Transfers | | | — | | | | (165 | ) | | | — | | | | — | | | | (1,190 | ) | | | 15,096 | | | | 13,741 | |
Business combination | | | — | | | | 67,583 | | | | — | | | | — | | | | — | | | | — | | | | 67,583 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 713,291 | | | | 16,880,625 | | | | 432,529 | | | | 252,474 | | | | 972,283 | | | | 426,539 | | | | 19,677,741 | |
Amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2015 | | | — | | | | (1,011,806 | ) | | | (193,818 | ) | | | (159,789 | ) | | | (575,411 | ) | | | (156,311 | ) | | | (2,097,135 | ) |
Additions | | | (2,846 | ) | | | (224,672 | ) | | | (5,870 | ) | | | (11,414 | ) | | | (74,737 | ) | | | (30,926 | ) | | | (350,465 | ) |
Disposals | | | — | | | | 7,948 | | | | — | | | | — | | | | 4,761 | | | | — | | | | 12,709 | |
Transfers | | | — | | | | 123 | | | | — | | | | — | | | | — | | | | (117 | ) | | | 6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | (2,846 | ) | | | (1,228,407 | ) | | | (199,688 | ) | | | (171,203 | ) | | | (645,387 | ) | | | (187,354 | ) | | | (2,434,885 | ) |
At December 31, 2015 | | | 713,291 | | | | 15,652,241 | | | | 238,711 | | | | 92,685 | | | | 365,059 | | | | 247,702 | | | | 17,309,689 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 710,445 | | | | 15,652,218 | | | | 232,841 | | | | 81,271 | | | | 326,896 | | | | 239,185 | | | | 17,242,856 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
36
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Capitalization of borrowing costs
Capitalized borrowing costs for the period ended June 30, 2016, amounted to R$9,659 (R$9,383 for the period ended June 30, 2015). The weighted average interest rate used to capitalize borrowing costs on the balance of construction in progress, was 12,98% p.a. for the period ended June 30, 2016 (10.40% p.a. for the period ended June 30, 2015).
| | | | | | | | | | | | |
Intangible assets (excluding goodwill) | | Annual rate of amortization - % | | | June 30, 2016 | | | December 31, 2015 | |
Gas distribution concession—COMGÁS(i) | | | Concession term | | | | 8,230,218 | | | | 8,237,379 | |
Concession rights—Rumo(ii) | | | Concession term | | | | 7,422,000 | | | | 7,414,862 | |
| | | | | | | | | | | | |
| | | | | | | 15,652,218 | | | | 15,652,241 | |
Operating license for port terminal(iii) | | | 4.00% | | | | 232,841 | | | | 238,711 | |
| | | | | | | | | | | | |
| | | | | | | 232,841 | | | | 238,711 | |
Trademarks | | | | | | | | | | | | |
Mobil | | | 10.00% | | | | 57,068 | | | | 68,481 | |
Comma | | | — | | | | 24,203 | | | | 24,204 | |
| | | | | | | | | | | | |
| | | | | | | 81,271 | | | | 92,685 | |
Relationships with customers | | | | | | | | | | | | |
COMGÁS | | | 20.00% | | | | 280,013 | | | | 313,694 | |
Lubricants | | | 6.00% | | | | 46,883 | | | | 51,365 | |
| | | | | | | | | | | | |
| | | | | | | 326,896 | | | | 365,059 | |
Other | | | | | | | | | | | | |
Software licenses | | | 20.00% | | | | 130,468 | | | | 126,469 | |
Other | | | 15.00% | | | | 108,717 | | | | 121,233 | |
| | | | | | | | | | | | |
| | | | | | | 239,185 | | | | 247,702 | |
| | | | | | | 16,532,411 | | | | 16,596,398 | |
| | | | | | | | | | | | |
(i) | Refers to the intangible asset for the public gas distribution service concession, which represents the right to charge users for the supply of gas, comprised of: (i) the concession rights recognized in the business combination and (ii) concession assets; |
(ii) | Refers to the concession right agreement of ALL Malha Norte, which will be amortized until the end of the concession in 2079; |
(iii) | Port operating license and customer relationships of Rumo, from the business combinations. |
Impairment testing of cash-generating units goodwill
The Company tests the recoverable amounts of goodwill arising from business combination transactions annually. Property, plant and equipment and definite life intangible assets, that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
During the period ended June 30, 2016, no impairment indicators were identified that would trigger the need for an impairment test.
37
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
6 | Loans, borrowings and debentures |
| | | | | | | | | | | | | | | | | | | | |
| | Interest | | | | | | | | | | |
Description | | Index(i) | | | Annual interest(ii) | | | June 30, 2016 | | | December 31, 2015 | | | Maturity | |
Loan and borrowings | | | | | | | | | | | | | | | | | | | | |
BNDES | | | URTJLP | | | | 9.34% | | | | 2,664,156 | | | | 2,851,793 | | | | Jun-2029 | |
| | | Fixed | | | | 4.93% | | | | 1,110,292 | | | | 1,016,225 | | | | Sep-2018 | |
| | | TJ462 | | | | 10.43% | | | | 730,903 | | | | 809,660 | | | | Oct-2020 | |
| | | Selic | | | | 16.22% | | | | 310,502 | | | | 298,258 | | | | Jun-2023 | |
| | | TJLP | | | | 10.15% | | | | 161,432 | | | | 176,900 | | | | Jun-2023 | |
| | | Selic | | | | 14.15% | | | | 5,897 | | | | 5,595 | | | | Sep-2020 | |
| | | Fixed | | | | 3.95% | | | | 4,293 | | | | 4,684 | | | | Jan-2024 | |
| | | IPCA | | | | 15.59% | | | | 4,519 | | | | 4,152 | | | | Nov-2021 | |
| | | URTJLP | | | | 10.13% | | | | 25,580 | | | | 217 | | | | Sep-2022 | |
EIB | | | US$ + LIBOR | | | | 2.35% | | | | 655,634 | | | | 869,014 | | | | Sep-2021 | |
Foreign loans | | | LIBOR Sterling | | | | 3.93% | | | | 229,810 | | | | 312,940 | | | | Dec-2019 | |
FRN | | | US$ | | | | 2.63% | | | | — | | | | 216,134 | | | | Jan-2017 | |
ECN | | | 112% of CDI | | | | 15.95% | | | | 150,096 | | | | 406,805 | | | | Dec-2018 | |
| | | 109% of CDI | | | | 15.50% | | | | — | | | | 304,644 | | | | Oct-2018 | |
| | | 129,62% of CDI | | | | 18.69% | | | | 547,032 | | | | — | | | | Jun-2023 | |
| | | US$ | | | | 3.79% | | | | — | | | | 126,669 | | | | Jul-2016 | |
Perpetual Notes | | | US$ | | | | 8.25% | | | | 1,624,793 | | | | 1,976,673 | | | | — | |
Resolution 4131 | | | US$ | | | | 3.08% | | | | 129,929 | | | | 477,705 | | | | Oct-2020 | |
| | | US$ + LIBOR | | | | 2.40% | | | | 398,076 | | | | 471,045 | | | | Mar-2018 | |
| | | US$ + LIBOR | | | | 2.00% | | | | 353,352 | | | | 406,348 | | | | Nov-2016 | |
Senior Notes Due 2018 | | | Fixed | | | | 9.50% | | | | 170,280 | | | | 875,376 | | | | Mar-2018 | |
Senior Notes Due 2023 | | | US$ | | | | 5.00% | | | | 305,764 | | | | 2,009,296 | | | | Mar-2023 | |
Senior Notes Due 2027 | | | US$ | | | | 7.00% | | | | 1,655,650 | | | | — | | | | Jan-2027 | |
FINEP | | | Fixed | | | | 5.00% | | | | 123,166 | | | | 137,133 | | | | Nov-2020 | |
Trade banks | | | CDI + 3.50% p.a. | | | | 18.13% | | | | — | | | | 205,781 | | | | Sep-2016 | |
| | | CDI + 4.91% p.a. | | | | 19.73% | | | | 196,448 | | | | 195,632 | | | | Jun-2019 | |
| | | Fixed | | | | 20.98% | | | | 1,914 | | | | 3,898 | | | | Jun-2016 | |
Working capital | | | CDI + 2.50% p.a. | | | | 17.33% | | | | 388,619 | | | | 388,203 | | | | Dec-2018 | |
| | | CDI + 2.80% p.a. | | | | 17.50% | | | | 287,203 | | | | — | | | | Dec-2018 | |
| | | US$ + LIBOR | | | | 4.45% | | | | 84,108 | | | | 100,121 | | | | Sep-2021 | |
| | | CDI + 0.28% p.m. | | | | 18.02% | | | | 15,035 | | | | 25,004 | | | | Dec-2016 | |
| | | 121.10% of CDI | | | | 17.37% | | | | 5,013 | | | | 10,144 | | | | Nov-2016 | |
| | | 118% of CDI | | | | — | | | | 25,331 | | | | 17,764 | | | | Oct-2016 | |
Prepayment | | | US$ + LIBOR | | | | 3.65% | | | | 55,164 | | | | — | | | | Apr-2017 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 12,419,991 | | | | 14,703,813 | | | | | |
Debentures | | | | | | | | | | | | | | | | | | | | |
Convertible debentures | | | URTJLP | | | | 9.01% | | | | — | | | | 2,592 | | | | Jun-2016 | |
Non-convertible debentures | | | CDI + 2.05% p.a | | | | 16.47% | | | | 148,040 | | | | 1,431,607 | | | | Mar-2018 | |
| | | CDI + 1.30% p.a. | | | | 15.61% | | | | 298,972 | | | | 775,228 | | | | Oct-2017 | |
| | | CDI + 3.50% p.a. | | | | 18.12% | | | | 2,321,303 | | | | — | | | | Jun-2023 | |
| | | IPCA | | | | 18.79% | | | | 529,539 | | | | 594,157 | | | | Dec-2025 | |
| | | 108% of CDI | | | | 15.34% | | | | 526,379 | | | | 526,285 | | | | Jul-2018 | |
| | | IPCA | | | | 16.53% | | | | 634,732 | | | | 484,246 | | | | Sep-2020 | |
| | | Fixed | | | | 13.13% | | | | 163,834 | | | | 161,175 | | | | Oct-2020 | |
| | | CDI | | | | 15.17% | | | | 129,963 | | | | 119,785 | | | | Sep-2019 | |
| | | % of net revenue | | | | — | | | | 959 | | | | 30,315 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 4,753,721 | | | | 4,125,390 | | | | | |
Total | | | | | | | | | | | 17,173,712 | | | | 18,829,203 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 2,304,564 | | | | 2,775,510 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 14,869,148 | | | | 16,053,693 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
(i) | TJLP and URTJLP are long-term interest rates on BNDES (Brazilian National Economic and Social Development Bank) loans. Selic is the benchmark interest rate set by the Brazilian Central Bank. CDI is a benchmark interbank lending rate in Brazil. IPCA is a benchmark consumer price index. |
38
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
On June 9, 2016, it was issued Senior Notes in the international market in accordance with the “Regulation S” and “144A” in the amount of US$ 500 million, which are subject to interest at 7% pa The funds were used for partial repayment of Senior Note 2018 and Senior Note 2023. During the term of the permit, the Company must maintain the net debt divided by EBITDA, and other financial covenants.
On July 11, 2016 the Cosan Luxembourg S.A. (“Cosan Lux”) issued an additional U.S.$150,000,000 principal amount of its 7% Senior Notes due 2027. The Bonds are additional securities issued pursuant to the provisions of the indenture, dated as of June 20, 2016, among the Issuer, Cosan S.A. and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), and an officers’ certificate to be dated July 18, 2016.
On June 28, 2016 the subsidiary “Rumo” completed the structure of part of the debt reprofiling of Rumo and its subsidiaries maturing in 2016, 2017 and 2018 in the amount of R$ 2,925,647, with changes to certain terms and conditions, or hiring new working capital instruments. As a result of the operation were issued Debentures not convertible into shares maturing in 2023 and carried out contractual amendment of certain debts which extended the maturity to start from 2019.
The carrying amounts of loans, borrowings and debentures are denominated in the following currencies:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Brazilian Real | | | 11,681,432 | | | | 11,863,258 | |
US Dollar | | | 5,262,470 | | | | 6,653,005 | |
Pound Sterling | | | 229,810 | | | | 312,940 | |
| | | | | | | | |
| | | 17,173,712 | | | | 18,829,203 | |
| | | | | | | | |
Financial Covenants
The Company and its subsidiaries are subject to certain restrictive financial covenants set forth in existing loans, financing and debentures agreements in relation to certain financial and non-financial indicators. Financial ratios are: (i) consolidated net comprehensive debt (Bank loans, bonds, leases, certificates of real estate receivables net of cash and cash equivalents, marketable securities and derivative instruments)/ EBITDA; (ii) EBITDA / consolidated financial results (considers only interest on debentures, loans / financing and derivative activities); (iii) equity / net assets, being item (iv) applicable only to BNDES. Except for BNDES, whose measurement is required annually, a quarterly measurement is required on the reporting date, using the consolidated financial statements.
Except for BNDES, whose new net comprehensive debt indicators / EBITDA and ICD are yet to be set, all other creditors have agreed to a ratio of up to 5.5x net comprehensive debt / EBITDA. If the negotiations with BNDES require a lower leverage ratio, such ratio will be extended to all other creditors with equivalent covenants conditions. On June 30, 2016, quarterly financial covenants were met within the new established standards.
39
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
As at June 30, 2016, the Company and its subsidiaries were in compliance with all debt financial covenants.
Finance lease liabilities
Finance lease liabilities are payable as follows:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
| | Less than one year | | | Between one and five years | | | More than five years | | | Total | | | Total | |
Future minimum lease payments | | | 715,848 | | | | 1,088,420 | | | | 389,893 | | | | 2,194,161 | | | | 2,196,200 | |
Rolling stock | | | 685,058 | | | | 995,009 | | | | 280,097 | | | | 1,960,164 | | | | 1,953,414 | |
Terminal | | | 23,861 | | | | 86,408 | | | | 109,796 | | | | 220,065 | | | | 232,148 | |
Other | | | 6,929 | | | | 7,003 | | | | — | | | | 13,932 | | | | 10,638 | |
Interests | | | (175,682 | ) | | | (276,032 | ) | | | (91,581 | ) | | | (543,295 | ) | | | (454,499 | ) |
Rolling stock | | | (158,556 | ) | | | (229,812 | ) | | | (64,796 | ) | | | (453,164 | ) | | | (357,416 | ) |
Terminal | | | (15,726 | ) | | | (45,165 | ) | | | (26,785 | ) | | | (87,676 | ) | | | (96,069 | ) |
Other | | | (1,400 | ) | | | (1,055 | ) | | | — | | | | (2,455 | ) | | | (1,014 | ) |
| | | | | | | | | | | | | | | | | | | | |
Present value of minimum lease payments | | | 540,166 | | | | 812,388 | | | | 298,312 | | | | 1,650,866 | | | | 1,741,701 | |
| | | | | | | | | | �� | | | | | | | | | | |
Current | | | | | | | | | | | | | | | 540,166 | | | | 539,615 | |
| | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | | | | | 1,110,700 | | | | 1,202,086 | |
| | | | | | | | | | | | | | | | | | | | |
Leases have various expiration dates, the last maturing in June 2043. The amounts are updated annually by Brazilian market price index (Índice Geral de Preços do Mercado-IGPM) plus TJLP (Long-Term Interest Rate) or CDI.
Operating leases
As of June 30, 2016, the future minimum lease payments under non-cancellable leases are as follows:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Future minimum lease payments | | | | | | | | |
Less than one year | | | 11,484 | | | | 22,788 | |
Between one and five years | | | 21,181 | | | | 24,364 | |
More than five years | | | 11,330 | | | | 13,528 | |
| | | | | | | | |
| | | 43,995 | | | | 60,680 | |
| | | | | | | | |
40
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The rentals are recognized as expenses (Note 26) on a straight-line basis over the life of the respective agreement.
| | | | | | | | | | | | | | | | |
| | Concessions payable | | | Judicial deposits | |
| | June 30, 2015 | | | December 31, 2015 | | | June 30, 2015 | | | December 31, 2015 | |
Payables | | | | | | | | | | | | | | | | |
Malha Sul | | | 66,394 | | | | 65,906 | | | | — | | | | — | |
Malha Paulista | | | 25,968 | | | | 24,944 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 92,362 | | | | 90,850 | | | | — | | | | — | |
Court Discussion | | | | | | | | | | | | | | | | |
Malha Paulista | | | 1,278,871 | | | | 1,175,697 | | | | 117,533 | | | | 116,510 | |
Malha Oeste | | | 1,043,325 | | | | 957,697 | | | | 18,694 | | | | 18,060 | |
| | | | | | | | | | | | | | | | |
| | | 2,322,196 | | | | 2,133,394 | | | | 136,227 | | | | 134,570 | |
| | | | | | | | | | | | | | | | |
Total | | | 2,414,558 | | | | 2,224,244 | | | | 136,227 | | | | 134,570 | |
| | | | | | | | | | | | | | | | |
Current | | | 27,569 | | | | 20,205 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Non-current | | | 2,386,989 | | | | 2,204,039 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Natural gas suppliers | | | 1,363,620 | | | | 1,489,552 | |
Materials and service suppliers | | | 681,507 | | | | 627,067 | |
Fuels suppliers | | | 1,122 | | | | 3,535 | |
Judicial deposits(i) | | | (294,976 | ) | | | (294,976 | ) |
Other | | | 92,911 | | | | 139,834 | |
| | | | | | | | |
| | | 1,844,184 | | | | 1,965,012 | |
Current | | | 1,843,392 | | | | 1,963,981 | |
| | | | | | | | |
Non-current | | | 792 | | | | 1,031 | |
| | | | | | | | |
(i) | On June 30, 2016, the balance of judicial discussion due to the fact of Petrobras is practicing different prices comparing to the market in gas supply is R$1,000,477, being the amount secured by judicial deposit R$294,976 and the amount guaranteed by bond R$705,501. |
41
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
ICMS—State VAT | | | 89,946 | | | | 73,692 | |
Tax Amnesty and Refinancing Program—REFIS | | | 51,262 | | | | 56,041 | |
COFINS—Revenue tax | | | 35,407 | | | | 23,080 | |
INSS—Social security | | | 7,974 | | | | 7,483 | |
PIS—Revenue tax | | | 7,628 | | | | 4,670 | |
Other | | | 42,243 | | | | 39,901 | |
| | | | | | | | |
| | | 234,460 | | | | 204,867 | |
Current | | | 187,384 | | | | 153,540 | |
| | | | | | | | |
Non-current | | | 47,076 | | | | 51,327 | |
| | | | | | | | |
21 | Income tax and social contribution |
a) | Reconciliation of income and social contribution tax expenses: |
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 (Restated) | | | January 1, 2015 to June 30, 2015 (Restated) | |
Profit before taxes | | | 313,940 | | | | 514,916 | | | | 198,959 | | | | 157,095 | |
Income tax and social contribution at nominal rate (34%) | | | (106,740 | ) | | | (175,071 | ) | | | (67,646 | ) | | | (53,412 | ) |
Adjustments to reconcile nominal to effective tax rate | | | | | | | | | | | | | | | | |
Equity in earnings of investees (non-taxable income) | | | 84,658 | | | | 234,185 | | | | 20,020 | | | | 76,201 | |
Differences in tax rates on earnings / losses of overseas companies | | | (58,885 | ) | | | (102,969 | ) | | | (19,727 | ) | | | 3,647 | |
Differences in tax rates on entities under Brazilian presumed profits tax regime | | | 5,610 | | | | 7,953 | | | | 4,784 | | | | 11,144 | |
Tax profit of the activity (operating income) | | | 6,562 | | | | 17,252 | | | | 9,096 | | | | 9,096 | |
Stock options expenses | | | (1,002 | ) | | | (2,005 | ) | | | (996 | ) | | | (1,992 | ) |
Interest on capital (net received) | | | (7,650 | ) | | | (13,260 | ) | | | — | | | | (6,120 | ) |
Non-deductible expenses (donations, gifts, etc.) | | | (3,619 | ) | | | (5,647 | ) | | | 1,044 | | | | (11,219 | ) |
Costs of issuing equity instruments | | | 21,307 | | | | 21,307 | | | | — | | | | — | |
Tax losses not recorded | | | (6,377 | ) | | | (70,150 | ) | | | (27,348 | ) | | | (27,422 | ) |
Other | | | (4,159 | ) | | | (2,110 | ) | | | (2,227 | ) | | | (3,232 | ) |
| | | | | | | | | | | | | | | | |
Income tax and social contribution benefit (expense)—current and deferred | | | (70,295 | ) | | | (90,515 | ) | | | (83,000 | ) | | | (3,309 | ) |
| | | | | | | | | | | | | | | | |
Effective rate—% | | | 22.39 | | | | 17.58 | | | | 41.72 | | | | 2.11 | |
| | | | | | | | | | | | | | | | |
42
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
b) | Deferred income tax assets and liabilities: |
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
| | Basis | | | Income taxes (25%) | | | Social contribution (9%) | | | Total income taxes (34%) | | | Total income taxes (34%) | |
Tax loss carry forwards | | | | | | | | | | | | | | | | | | | | |
Income tax loss carry forwards | | | 7,593,381 | | | | 1,898,345 | | | | — | | | | 1,898,345 | | | | 1,597,697 | |
Social contribution tax loss carry forwards | | | 7,649,187 | | | | — | | | | 688,427 | | | | 688,427 | | | | 580,269 | |
Temporary differences | | | | | | | | | | | | | | | | | | | | |
Foreign currency losses | | | 1,647,598 | | | | 411,900 | | | | 148,284 | | | | 560,184 | | | | 937,281 | |
Provision for judicial demands | | | 1,109,848 | | | | 277,462 | | | | 99,886 | | | | 377,348 | | | | 354,730 | |
Impairment | | | 960,278 | | | | 240,070 | | | | 86,425 | | | | 326,495 | | | | 350,325 | |
Business combination—Property, plant and equipment | | | 596,416 | | | | 149,104 | | | | 53,677 | | | | 202,781 | | | | 246,757 | |
Tax deductible goodwill | | | 50,184 | | | | 12,546 | | | | 4,517 | | | | 17,063 | | | | 129,207 | |
Gains or losses on actuarial liabilities | | | 315,577 | | | | 78,894 | | | | 28,402 | | | | 107,296 | | | | 103,820 | |
Allowance for doubtful accounts | | | 462,451 | | | | 115,613 | | | | 41,621 | | | | 157,234 | | | | 95,015 | |
Regulatory asset | | | 217,352 | | | | 54,338 | | | | 19,562 | | | | 73,900 | | | | 76,764 | |
Profit sharing | | | 44,369 | | | | 11,092 | | | | 3,993 | | | | 15,085 | | | | 32,327 | |
Concession contract | | | (34,072 | ) | | | (8,518 | ) | | | (3,066 | ) | | | (11,584 | ) | | | (12,552 | ) |
Assets held for sale | | | (121,556 | ) | | | (2,431 | ) | | | (1,313 | ) | | | (3,744 | ) | | | (1,255 | ) |
Business combination—Other fair value adjustments | | | (731,577 | ) | | | (40,875 | ) | | | (16,937 | ) | | | (57,812 | ) | | | (66,404 | ) |
Property, plant and equipment | | | (507,806 | ) | | | (126,952 | ) | | | (45,703 | ) | | | (172,655 | ) | | | (147,749 | ) |
Unrealized gains on derivatives instruments | | | (22,178 | ) | | | (5,544 | ) | | | (1,996 | ) | | | (7,540 | ) | | | (469,899 | ) |
Unrealized gains on investment properties | | | (1,976,172 | ) | | | (39,523 | ) | | | (21,343 | ) | | | (60,866 | ) | | | (62,069 | ) |
Gain on formation of joint ventures | | | (3,338,342 | ) | | | (834,586 | ) | | | (300,451 | ) | | | (1,135,037 | ) | | | (1,135,037 | ) |
(-) Valuation allowance | | | (5,016,942 | ) | | | (1,254,235 | ) | | | (451,525 | ) | | | (1,705,760 | ) | | | (1,526,639 | ) |
Business combination—Intangible assets | | | (11,224,197 | ) | | | (2,806,049 | ) | | | (1,010,178 | ) | | | (3,816,227 | ) | | | (3,839,323 | ) |
Other | | | 542,750 | | | | 139,738 | | | | 50,279 | | | | 190,017 | | | | 275,782 | |
| | | | | | | | | | | | | | | | | | | | |
Total net liability | | | | | | | (1,729,611 | ) | | | (627,439 | ) | | | (2,357,050 | ) | | | (2,480,953 | ) |
Deferred income tax—Assets | | | | | | | | | | | | | | | 1,655,441 | | | | 1,698,611 | |
Deferred income tax—Liabilities | | | | | | | | | | | | | | | (4,012,491 | ) | | | (4,179,564 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total net deferred taxes | | | | | | | | | | | | | | | (2,357,050 | ) | | | (2,480,953 | ) |
| | | | | | | | | | | | | | | | | | | | |
c) | Changes in deferred income taxes, net: |
| | | | |
At December 31, 2015—Net deferred tax liability | | | (2,480,953 | ) |
Recorded through income | | | 129,654 | |
Recorded through other comprehensive income | | | 1,883 | |
Business combinations | | | (27,505 | ) |
Other(i) | | | 19,871 | |
| | | | |
At June 30, 2016—Net deferred tax liability | | | (2,357,050 | ) |
| | | | |
(i) | Exchange variation effect due to conversion of invested balance abroad. |
43
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
22 | Provision for legal proceedings |
| | | | | | | | | | | | | | | | |
| | Provision for legal proceedings | | | Judicial deposits | |
| | June 30, 2016 | | | December 31, 2015 | | | June 30, 2016 | | | December 31, 2015 | |
Tax | | | 456,232 | | | | 441,674 | | | | 388,422 | | | | 377,435 | |
Civil, regulatory and environmental | | | 337,332 | | | | 284,344 | | | | 185,740 | | | | 181,180 | |
Labor | | | 460,000 | | | | 467,913 | | | | 132,939 | | | | 121,609 | |
| | | | | | | | | | | | | | | | |
| | | 1,253,564 | | | | 1,193,931 | | | | 707,101 | | | | 680,224 | |
| | | | | | | | | | | | | | | | |
Changes in provision for legal proceedings:
| | | | | | | | | | | | | | | | |
| | Tax | | | Civil, regulatory and environmental | | | Labor | | | Total | |
At December 31, 2015 | | | 441,674 | | | | 284,344 | | | | 467,913 | | | | 1,193,931 | |
Accruals | | | 4,197 | | | | 26,629 | | | | 57,122 | | | | 87,948 | |
Write-off / Reversals | | | (4,457 | ) | | | (12,450 | ) | | | (87,215 | ) | | | (104,122 | ) |
Indexation and interest charges | | | 14,818 | | | | 38,809 | | | | 22,180 | | | | 75,807 | |
| | | | | | | | | | | | | | | | |
At June 30, 2016 | | | 456,232 | | | | 337,332 | | | | 460,000 | | | | 1,253,564 | |
| | | | | | | | | | | | | | | | |
Tax claims
a) | Judicial claims deemed to be probable losses, fully accrued |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Compensation with FINSOCIAL | | | 262,073 | | | | 255,022 | |
State VAT—ICMS credits | | | 82,352 | | | | 79,417 | |
INSS—Social security | | | 60,481 | | | | 57,916 | |
PIS and COFINS | | | 2,373 | | | | 2,781 | |
IPI—Excise tax credit—NT | | | 1,115 | | | | 1,105 | |
Federal income taxes | | | 329 | | | | 329 | |
Other | | | 47,509 | | | | 45,104 | |
| | | | | | | | |
| | | 456,232 | | | | 441,674 | |
| | | | | | | | |
44
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
b) | Judicial claims deemed as possible losses, and therefore not accrued |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
ICMS—State VAT | | | 1,974,161 | | | | 1,904,253 | |
Federal income taxes(i) | | | 1,714,971 | | | | 886,178 | |
Foreign financial operation | | | 948,668 | | | | 911,942 | |
PIS and COFINS—Revenue taxes | | | 849,593 | | | | 879,669 | |
IRRF—Withholding tax | | | 826,450 | | | | 792,104 | |
INSS—Social security and other | | | 609,324 | | | | 577,686 | |
IPI—Excise tax credit—NT | | | 494,722 | | | | 484,606 | |
Goodwill ALL | | | 464,933 | | | | 446,535 | |
Penalties related to tax positions | | | 376,393 | | | | 258,391 | |
Compensation with IPI—IN 67/98 | | | 125,933 | | | | 123,522 | |
MP 470—Tax installments | | | 116,940 | | | | 113,814 | |
Intermodal | | | 78,301 | | | | 76,914 | |
Stock option | | | 59,861 | | | | 57,554 | |
Financial transactions tax on loan | | | 52,343 | | | | 49,844 | |
Social security contributions | | | 42,294 | | | | 40,855 | |
Compensation credit award | | | 36,622 | | | | — | |
Other | | | 974,494 | | | | 952,651 | |
| | | | | | | | |
| | | 9,746,003 | | | | 8,556,518 | |
| | | | | | | | |
(i) | The tax contingencies relate to the tax assessments mainly in the Federal sphere assessed as possible losses by the legal counsel and management and, therefore, no reserve was required. Until the date of approval of the interim financial statements, the Company had knowledge of an assessment notice on goodwill amortization expense amounting possible is R$601,288. The tax assessment is questioned at the administrative level. |
Civil, labor, regulatory and environmental
a) | Judicial claims deemed to be probable losses, fully accrued |
• | | Civil – refers mainly to compensation for material and moral damages, class actions for abstaining from straw burning sugarcane and execution of environmental nature. |
• | | Labor – represent labor claims filed by former employees and employees of service providers who question, among others, payment of overtime, night and dangerous, job reinstatement, compensation for accidents at work and reimbursement of discounts from payroll, such as confederative and assistance contributions, union dues and other. |
• | | Regulatory – mainly refers to fines and discussions with National Authority for Terrestrial Transport (ANTT). |
• | | Environmental – these amounts derive from assessments made by the Environmental Sanitation Technology Company (CETESB-SP), Brazilian Institute of Environment and Natural Resources (IBAMA) and Environment Municipal Departments related to soil contamination and water by the overflow of products and non-compliance with conditions imposed by such operating license. In all cases, measures are being taken to reduce the existing liabilities, as well as repair and prevention measures. |
45
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
b) | Judicial claims deemed as possible losses, and therefore not accrued |
The main civil and labor lawsuits, for which the unfavorable outcome is considered possible, are as follows:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Civil | | | 2,334,001 | | | | 2,385,643 | |
Labor | | | 1,012,475 | | | | 960,446 | |
Regulatory | | | 355,932 | | | | 339,267 | |
Environmental | | | 325,637 | | | | 295,984 | |
| | | | | | | | |
| | | 4,028,045 | | | | 3,981,340 | |
| | | | | | | | |
As of June 30, 2016, Cosan Limited’s share capital is composed of the following:
| | | | | | | | | | | | | | | | |
Shareholders—Common shares | | Class A and / or BDRs | | | % | | | Class B1 shares | | | % | |
Queluz Holdings Limited | | | 9,933,168 | | | | 5.70 | | | | 66,321,766 | | | | 68.85 | |
Usina Costa Pinto S.A. Açúcar e Álcool | | | — | | | | — | | | | 30,010,278 | | | | 31.15 | |
Gávea Investimentos Ltda. | | | 17,126,127 | | | | 9.82 | | | | — | | | | — | |
Skagen AS | | | 16,220,419 | | | | 9.30 | | | | — | | | | — | |
MSOR Participações S.A. | | | 1,811,250 | | | | 1.04 | | | | — | | | | — | |
Other | | | 123,267,875 | | | | 70.70 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 168,358,839 | | | | 96.56 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 5,996,502 | | | | 3.44 | | | | — | | | | — | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
The Company holds 5,996,502 Class A treasury shares as of June 30, 2016 and December 31, 2015 with a market value of U.S.$6.76 per share at December 31, 2015 (U.S.$3.69 per share at December 31, 2015).
46
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
c) | Other comprehensive (loss) income |
| | | | | | | | | | | | |
| | December 31, 2015 | | | Comprehensive (loss) income | | | June 30, 2016 | |
Foreign currency translation effects | | | (468,350 | ) | | | 145,955 | | | | (322,395 | ) |
Loss on cash flow hedge in joint ventures and subsidiaries | | | (235,779 | ) | | | (139,300 | ) | | | (375,079 | ) |
Revaluation of investment properties reclassified from property, plant and equipment | | | 190,735 | | | | — | | | | 190,735 | |
Actuarial gain on defined benefit plan | | | 28,032 | | | | — | | | | 28,032 | |
Financial instrument with subsidiary | | | — | | | | 6,000 | | | | 6,000 | |
Changes in fair value of available for sale securities | | | 6,748 | | | | (865 | ) | | | 5,883 | |
| | | | | | | | | | | | |
Total | | | (478,614 | ) | | | 11,790 | | | | (466,824 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Parent | | | (478,207 | ) | | | 35,503 | | | | (442,704 | ) |
Non-controlling interests | | | (407 | ) | | | (23,713 | ) | | | (24,120 | ) |
| | | | | | | | | | | | |
| | December 31, 2014 | | | Comprehensive (loss) income | | | June 30, 2015 | |
Foreign currency translation effects | | | (298,446 | ) | | | (67,037 | ) | | | (365,483 | ) |
Gain (loss) on cash flow hedge in joint ventures and subsidiaries | | | (10,574 | ) | | | 56,154 | | | | 45,580 | |
Revaluation of investment properties reclassified from property, plant and equipment | | | 190,735 | | | | — | | | | 190,735 | |
Actuarial (losses) gain on defined benefit plan | | | 47,104 | | | | — | | | | 47,104 | |
Changes in fair value of available for sale securities | | | (1,467 | ) | | | 3,299 | | | | 1,832 | |
| | | | | | | | | | | | |
Total | | | (72,648 | ) | | | (7,584 | ) | | | (80,232 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Parent | | | (165,618 | ) | | | (25,242 | ) | | | (190,860 | ) |
Non-controlling interests | | | 92,970 | | | | 17,658 | | | | 110,628 | |
47
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The following table sets forth the calculation of earnings per share for the period ended June 30, 2016 and 2015 (in thousands of Brazilian Reais, except per share amounts):
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 (Restated) | | | January 1, 2015 to June 30, 2015 (Restated) | |
Profit (loss) attributable to ordinary equity holders for basic earnings | | | 26,362 | | | | 157,671 | | | | (14,130 | ) | | | 2,973 | |
Effect of dilution: | | | | | | | | | | | | | | | | |
Dilutive effect of subsidiary’s stock option plan | | | (1,012 | ) | | | (1,446 | ) | | | (71 | ) | | | (7 | ) |
Dilutive effect of put option | | | (15,601 | ) | | | (15,601 | ) | | | (15,601 | ) | | | (15,601 | ) |
| | | | | | | | | | | | | | | | |
Profit attributable to ordinary equity holders adjusted for the effect of dilution | | | 9,749 | | | | 140,624 | | | | (29,802 | ) | | | (12,635 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding | | | 264,690,883 | | | | 264,690,883 | | | | 264,690,883 | | | | 264,690,883 | |
Basic earnings (loss) per share from continuing operations | | | R$0.10 | | | | R$0.60 | | | | (R$0.05 | ) | | | R$0.01 | |
Diluted earnings (loss) per share from continuing operations | | | R$0.04 | | | | R$0.53 | | | | (R$0.11 | ) | | | (R$0.05 | ) |
| | | | | | | | | | | | | | | | |
The non-controlling interests of the indirect subsidiary Brado have the right to exercise a liquidity option provided for in the shareholders’ agreement signed on August 5, 2013. This option would exchange all Brado shares held by such minority shareholders by shares of ALL. The exchange ratio shall take into account the economic value for both Brado and ALL shares. At the Company’s exclusive discretion, an equivalent cash payment is also possible.
The stock option plan is out of money, so, the exercise price of the options granted is much higher than the average stock price during the period. These financial instruments have antidilutive effects in the periods presented.
48
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 | | | January 1, 2015 to June 30, 2015 | |
Cost of gross debt | | | | | | | | | | | | | | | | |
Interest on debt | | | (376,459 | ) | | | (809,666 | ) | | | (349,872 | ) | | | (527,356 | ) |
Exchange and monetary variations | | | 490,033 | | | | 999,744 | | | | 99,125 | | | | (593,641 | )�� |
Derivatives | | | (758,722 | ) | | | (1,458,848 | ) | | | (219,852 | ) | | | 400,904 | |
Amortization of borrowing costs | | | (62,509 | ) | | | (62,509 | ) | | | — | | | | — | |
Discounts obtained from financial operations | | | 85,274 | | | | 85,274 | | | | — | | | | — | |
Guarantees and warranties on debt | | | (9,504 | ) | | | (22,978 | ) | | | (5,590 | ) | | | (11,337 | ) |
| | | | | | | | | | | | | | | | |
| | | (631,887 | ) | | | (1,268,983 | ) | | | (476,189 | ) | | | (731,430 | ) |
Income from financial investment | | | 152,128 | | | | 271,303 | | | | 92,968 | | | | 141,845 | |
| | | | | | | | | | | | | | | | |
Cost of debt, net | | | (479,759 | ) | | | (997,680 | ) | | | (383,221 | ) | | | (589,585 | ) |
| | | | | | | | | | | | | | | | |
Other charges and monetary variations | | | | | | | | | | | | | | | | |
Monetary variation on leases and concessions agreements | | | (72,174 | ) | | | (145,582 | ) | | | (53,691 | ) | | | (53,691 | ) |
Monetary restatement and interest on leases | | | (51,389 | ) | | | (102,094 | ) | | | (22,217 | ) | | | (22,217 | ) |
Interest on other receivables | | | 63,271 | | | | 133,511 | | | | 17,762 | | | | 31,214 | |
Interest on other liabilities | | | (170,939 | ) | | | (357,297 | ) | | | (114,646 | ) | | | (197,884 | ) |
Bank charges | | | (63,814 | ) | | | (110,741 | ) | | | (41,200 | ) | | | (57,017 | ) |
Other | | | 26,140 | | | | 26,466 | | | | (11,693 | ) | | | 21,851 | |
| | | | | | | | | | | | | | | | |
| | | (268,905 | ) | | | (555,737 | ) | | | (225,685 | ) | | | (277,744 | ) |
| | | | | | | | | | | | | | | | |
Financial results, net | | | (748,664 | ) | | | (1,553,417 | ) | | | (608,906 | ) | | | (867,329 | ) |
| | | | | | | | | | | | | | | | |
Reconciliation | | | | | | | | | | | | | | | | |
Finance expense | | | (843,207 | ) | | | (1,719,946 | ) | | | (649,236 | ) | | | (940,848 | ) |
Finance income | | | 329,722 | | | | 580,495 | | | | 121,976 | | | | 191,747 | |
Foreign exchange losses, net | | | 534,151 | | | | 1,059,505 | | | | 98,058 | | | | (493,756 | ) |
Derivatives | | | (769,330 | ) | | | (1,473,471 | ) | | | (179,704 | ) | | | 375,528 | |
| | | | | | | | | | | | | | | | |
Financial results, net | | | (748,664 | ) | | | (1,553,417 | ) | | | (608,906 | ) | | | (867,329 | ) |
| | | | | | | | | | | | | | | | |
49
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
26 | Other (expense) income, net |
| | | | | | | | | | | | | | | | |
| | April 1, 2016 to June 30, 2016 | | | January 1, 2016 to June 30, 2016 | | | April 1, 2015 to June 30, 2015 | | | January 1, 2015 to June 30, 2015 | |
Settlement of pre-existing relationship with business combinations | | | — | | | | — | | | | 29,838 | | | | 29,838 | |
Insurance reimbursement income | | | 418 | | | | 7,568 | | | | 5,739 | | | | 8,244 | |
Rental income | | | 831 | | | | 1,216 | | | | 1,952 | | | | 2,121 | |
Cost related to internal organization and prospective acquisitions | | | — | | | | — | | | | (105 | ) | | | (101,364 | ) |
Changes in the fair value of investment properties | | | 8,822 | | | | 8,532 | | | | 8,842 | | | | 23,162 | |
Loss on disposal of non-current assets | | | (2,732 | ) | | | (9,226 | ) | | | (1,377 | ) | | | (2,659 | ) |
Provisions for legal proceedings | | | (38,322 | ) | | | (76,191 | ) | | | (10,025 | ) | | | (24,143 | ) |
Other | | | 10,898 | | | | 10,450 | | | | 3,055 | | | | 3,397 | |
| | | | | | | | | | | | | | | | |
| | | (20,085 | ) | | | (57,651 | ) | | | 37,919 | | | | (61,404 | ) |
| | | | | | | | | | | | | | | | |
Financial risk management
Overview
The Company is exposed to the following risks related to the use of financial instruments:
This note presents information about the exposure of the Company and its subsidiaries to the above risks, as well as the objectives of the Company’s risk management policies, these policy and processes for the assessment and management of risks.
50
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The carrying amount of financial assets and financial liabilities are as follows:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Assets | | | | | | | | |
Fair value through profit or loss | | | | | | | | |
Investment funds | | | 1,837,245 | | | | 2,244,427 | |
Marketable securities | | | 1,850,353 | | | | 605,490 | |
Other financial assets | | | 141,064 | | | | 144,208 | |
Derivate financial instruments | | | 1,002,919 | | | | 2,430,296 | |
| | | | | | | | |
| | | 4,831,581 | | | | 5,424,421 | |
Loans and receivables | | | | | | | | |
Cash and cash equivalents | | | 706,789 | | | | 1,261,397 | |
Trade receivables | | | 1,112,722 | | | | 964,978 | |
Retricted cash | | | 189,159 | | | | 258,183 | |
Receivables from related parties | | | 293,635 | | | | 296,574 | |
Dividends receivable | | | 14,205 | | | | 12,064 | |
| | | | | | | | |
| | | 2,316,510 | | | | 2,793,196 | |
Total | | | 7,148,091 | | | | 8,217,617 | |
| | | | | | | | |
Liabilities | | | | | | | | |
Liabilities amortized cost | | | | | | | | |
Loans, borrowings and debentures | | | 13,489,097 | | | | 13,895,414 | |
Leases | | | 1,650,866 | | | | 1,741,701 | |
Advances on real state credits | | | 242,165 | | | | 285,006 | |
Trade payables | | | 1,844,184 | | | | 1,965,012 | |
Other financial liabilities | | | 195,810 | | | | 236,698 | |
Payables to related parties | | | 208,773 | | | | 204,080 | |
Contingent consideration | | | 141,352 | | | | 217,377 | |
Dividends payable | | | 38,061 | | | | 39,934 | |
Tax installments—REFIS | | | 51,262 | | | | 56,041 | |
Preferred shareholders payable in subsidiaries | | | 1,973,074 | | | | 2,042,878 | |
| | | | | | | | |
| | | 19,834,644 | | | | 20,684,141 | |
Fair value through profit or loss | | | | | | | | |
Loans, borrowings and debentures | | | 3,684,615 | | | | 4,933,789 | |
Post-employment benefits | | | 354,595 | | | | 344,447 | |
Derivative financial instruments | | | 840,393 | | | | 742,498 | |
| | | | | | | | |
| | | 4,879,603 | | | | 6,020,734 | |
| | | 24,714,247 | | | | 26,704,875 | |
| | | | | | | | |
During the period there was no reclassification between categories, fair value through profit or loss, loans and receivables and liabilities at the amortized cost presented above.
51
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Risk management structure
As at June 30, 2016 and December 31, 2015, the fair values relating to transactions involving derivative financial instruments to protect the Company’s risk exposure were using observable inputs such as quoted prices in active markets, or discounted cash flows based on market curves, and are presented below:
| | | | | | | | | | | | | | | | |
| | Notional | | | Fair value | |
| | June 30, 2016 | | | December 31, 2015 | | | June 30, 2016 | | | December 31, 2015 | |
Exchange rate derivatives | | | | | | | | | | | | | | | | |
Forward agreements | | | 1,947,859 | | | | 2,058,190 | | | | (207,240 | ) | | | 46,247 | |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 1,831,966 | | | | 1,083,526 | | | | 10,295 | | | | (107,230 | ) |
Cross currency interest rate swaps | | | 2,876,487 | | | | 4,629,948 | | | | 359,471 | | | | 1,748,781 | |
| | | | | | | | | | | | | | | | |
| | | 4,708,453 | | | | 5,713,474 | | | | 369,766 | | | | 1,641,551 | |
Total financial instruments | | | | 162,526 | | | | 1,687,798 | |
| | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | 1,002,919 | | | | 2,430,296 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | (840,393 | ) | | | (742,498 | ) |
| | | | | | | | | | | | | | | | |
Credit risk
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Cash and cash equivalents(i) | | | 2,544,034 | | | | 3,505,824 | |
Trade receivables(ii) | | | 1,112,722 | | | | 964,978 | |
Other financial assets(ii) | | | 141,064 | | | | 144,208 | |
Derivative financial instruments(i) | | | 1,002,919 | | | | 2,430,296 | |
Marketable securities(i) | | | 1,850,353 | | | | 605,490 | |
Restricted cash(i) | | | 189,159 | | | | 258,183 | |
Dividends receivable | | | 14,205 | | | | 12,064 | |
| | | | | | | | |
| | | 6,854,456 | | | | 7,921,043 | |
| | | | | | | | |
(i) | The cash and cash equivalents are held with bank and financial institution counterparties, which are rated BB to AAA. |
The credit risk on cash and cash equivalents, marketable securities, other financial assets and derivative financial instruments are determined by rating instruments widely accepted by the market and are arranged as follows:
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
AAA | | | 529,336 | | | | 1,473,089 | |
AA+ | | | 1,645,741 | | | | — | |
AA | | | 2,289,827 | | | | 4,068,000 | |
A | | | 1,205,756 | | | | 357,399 | |
BB | | | — | | | | 207,097 | |
BBB | | | 56,869 | | | | 580,233 | |
| | | | | | | | |
| | | 5,727,529 | | | | 6,685,818 | |
| | | | | | | | |
(ii) | Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of the customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance. |
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed on an annual basis and may be updated throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure to make payments. The Company’s maximum exposure to credit risk for the components of the statement of financial position is the carrying amounts as illustrated in Note 16. The Company’s maximum exposure for financial guarantees and financial derivative instruments are as below.
52
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. As mentioned in Note 1, Management has been working on measures to enable the Company to honor its Commitments.
The non-derivative financial liabilities of the Company sorted by due dates (based on undiscounted cash flows contracted) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
| | Up to 1 year | | | 1 - 2 years | | | 3 - 5 years | | | More than 5 years | | | Total | | | Total | |
Loans, borrowings and debentures | | | (3,609,337 | ) | | | (5,152,307 | ) | | | (10,474,269 | ) | | | (8,645,085 | ) | | | (27,880,998 | ) | | | (29,450,102 | ) |
Trade payables | | | (1,843,392 | ) | | | (792 | ) | | | — | | | | — | | | | (1,844,184 | ) | | | (1,965,012 | ) |
Other financial liabilities | | | (195,810 | ) | | | — | | | | — | | | | — | | | | (195,810 | ) | | | (236,698 | ) |
REFIS | | | (13,392 | ) | | | (11,786 | ) | | | (16,510 | ) | | | (14,511 | ) | | | (56,199 | ) | | | (64,529 | ) |
Leases | | | (690,784 | ) | | | (447,059 | ) | | | (665,174 | ) | | | (365,882 | ) | | | (2,168,899 | ) | | | (2,132,455 | ) |
Real estate credits certificates | | | (138,824 | ) | | | (128,862 | ) | | | (45,376 | ) | | | — | | | | (313,062 | ) | | | (382,559 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (6,491,539 | ) | | | (5,740,806 | ) | | | (11,201,329 | ) | | | (9,025,478 | ) | | | (32,459,152 | ) | | | (34,231,355 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
53
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
As at June 30, 2016 and December 31, 2015, the Company and its subsidiaries had the following net exposure to the exchange rate variations on assets and liabilities denominated in Brazilian Reais:
| | | | | | | | | | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
| | R$ | | | US$ | | | R$ | | | US$ | |
Cash and cash equivalents | | | 183,651 | | | | 57,216 | | | | 256,003 | | | | 65,561 | |
Trade receivables | | | 19,651 | | | | 6,122 | | | | 18,227 | | | | 4,668 | |
Advances to suppliers | | | 67,576 | | | | 21,053 | | | | 85,155 | | | | 21,808 | |
Trade payables | | | (68,924 | ) | | | (21,473 | ) | | | (15,894 | ) | | | (4,070 | ) |
Loans, borrowings and debentures | | | (5,854,184 | ) | | | (1,823,846 | ) | | | (6,653,006 | ) | | | (1,703,802 | ) |
Advances from clients | | | — | | | | — | | | | (1,701 | ) | | | (436 | ) |
Contingent consideration | | | (35,638 | ) | | | (11,103 | ) | | | (65,064 | ) | | | (16,663 | ) |
Derivative financial instruments | | | 4,824,346 | | | | 1,503,150 | | | | 6,688,138 | | | | 1,712,799 | |
| | | | | | | | | | | | | | | | |
Foreign exchange exposure, net | | | (863,522 | ) | | | (268,881 | ) | | | 311,858 | | | | 79,865 | |
| | | | | | | | | | | | | | | | |
Sensitivity analysis on changes in foreign exchange rates:
The probable scenario was defined based on the U.S. Dollar market rates as at June 30, 2016, which determines the fair values of the derivatives at that date. Stressed scenarios (positive and negative effects, before tax effects) were defined based on changes of a 25% and 50% to the U.S. Dollar exchange rates used in the probable scenario.
Based on the financial instruments denominated in U.S. Dollars at June 30, 2016, the Company performed a sensitivity analysis by increasing and decreasing the exchange rate for R$/US$ by 25% and 50%. The probable scenario considers the estimated exchange rates at the due date of the transactions for the companies with functional currency Real (positive and negative, before tax effects), as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Exchange rate sensitivity analysis (R$/US$) | |
| | June 30, 2016 | | | Scenario | |
| | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
USD | | | 3.2098 | | | | 3.5376 | | | | 4.4220 | | | | 5.3064 | | | | 2.6532 | | | | 1.7688 | |
54
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
Considering the above scenario the profit or loss would be impacted as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Variation scenario | |
Instrument | | Risk factor | | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents | | | USD fluctuation | | | | 18,702 | | | | 69,160 | | | | 119,617 | | | | (31,756 | ) | | | (82,213 | ) |
Trade receivables | | | USD fluctuation | | | | 2,007 | | | | 7,421 | | | | 12,836 | | | | (3,408 | ) | | | (8,822 | ) |
Advances to suppliers | | | USD fluctuation | | | | 7,063 | | | | 25,723 | | | | 44,382 | | | | (11,597 | ) | | | (30,257 | ) |
Trade payables | | | USD fluctuation | | | | (7,039 | ) | | | (26,030 | ) | | | (45,020 | ) | | | 11,952 | | | | 30,943 | |
Exchange rate derivatives(i) | | | USD fluctuation | | | | 198,924 | | | | 735,620 | | | | 1,272,316 | | | | (337,771 | ) | | | (874,467 | ) |
Exchange rate and interest derivatives(i) | | | USD and CDI fluctuation | | | | 487,685 | | | | 1,803,454 | | | | 3,119,223 | | | | (828,083 | ) | | | (2,143,852 | ) |
Loans, borrowings and debentures | | | USD fluctuation | | | | (597,857 | ) | | | (2,210,866 | ) | | | (3,823,875 | ) | | | 1,015,153 | | | | 2,628,162 | |
Contingent consideration | | | USD fluctuation | | | | (3,640 | ) | | | (13,459 | ) | | | (23,278 | ) | | | 6,180 | | | | 15,999 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | | | 105,845 | | | | 391,023 | | | | 676,201 | | | | (179,330 | ) | | | (464,507 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(i) | For sensitivity analysis, it’s only considered exchange rate swaps for Notional. |
b) Interest rate risk
The Company and its subsidiaries monitor the fluctuations in variable interest rates in connection with its borrowings, especially those that accrue interest using LIBOR, and uses derivative instruments in order to minimize variable interest rate fluctuation risks.
Sensitivity analysis on changes in interest rates:
A sensitivity analysis on the interest rates on loans and borrowings in compensation for the CDI investments with pre-tax increases and decreases of 25% and 50% is presented below:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2016 | |
Exposure interest rate(i) | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents | | | 267,963 | | | | 66,991 | | | | 133,981 | | | | (66,991 | ) | | | (133,981 | ) |
Marketable securities | | | 230,975 | | | | 57,744 | | | | 115,488 | | | | (57,744 | ) | | | (115,488 | ) |
Other financial assets | | | 18,564 | | | | 4,641 | | | | 9,282 | | | | (4,641 | ) | | | (9,282 | ) |
Leases | | | (121,446 | ) | | | (30,361 | ) | | | (50,976 | ) | | | 30,361 | | | | 50,976 | |
Advances on real state credits | | | (31,869 | ) | | | (7,967 | ) | | | (15,935 | ) | | | 7,967 | | | | 15,935 | |
Interest rate derivatives | | | 10,295 | | | | (264,866 | ) | | | (485,662 | ) | | | 322,079 | | | | 723,670 | |
Loans, borrowings and debentures | | | (1,474,927 | ) | | | (368,732 | ) | | | (737,464 | ) | | | 368,732 | | | | 737,464 | |
| | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | (1,100,445 | ) | | | (542,550 | ) | | | (1,031,286 | ) | | | 599,763 | | | | 1,269,294 | |
| | | | | | | | | | | | | | | | | | | | |
55
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The probable scenario considers the estimated interest rate, as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
SELIC | | | 13.18% | | | | 16.48% | | | | 19.77% | | | | 9.89% | | | | 6.59% | |
CDI | | | 13.16% | | | | 16.45% | | | | 19.74% | | | | 9.87% | | | | 6.58% | |
TJ462 | | | 8.50% | | | | 10.63% | | | | 12.75% | | | | 6.38% | | | | 4.25% | |
TJLP | | | 7.50% | | | | 9.38% | | | | 11.25% | | | | 5.63% | | | | 3.75% | |
IPCA | | | 5.98% | | | | 7.48% | | | | 8.97% | | | | 4.49% | | | | 2.99% | |
LIBOR | | | 1.20% | | | | 1.50% | | | | 1.80% | | | | 0.90% | | | | 0.60% | |
Financial instruments fair value
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
• | | The cash and cash equivalents, accounts receivable, trade receivables, trade payables and other current liabilities approximate their carrying amount largely due to the short-term maturity of these instruments. |
• | | The fair values of the quoted notes and bonds are based on price quotations at the reporting date. The fair value of unquoted instruments, loans from banks and other financial liabilities, obligations under finance leases, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. |
• | | The market value of the Senior Notes Due 2018, 2023 and 2027 are listed on the Luxembourg Stock Exchange (Note 16) is based on their quoted market price as of June 30, 2016, of 94.99% (78.71% on December 31, 2015) and 94.54% (83.83% at December 31, 2015), respectively, of the face nominal value at June 30, 2016. |
• | | The fair value of Perpetual Notes listed on the Luxembourg Stock Exchange (Note 16) is based on their quoted market price as June 30, 2016 of 95.69% (79.64% at December 31, 2015) of the face value of obligations at June 30, 2016. |
• | | The fair value of other loans and financing, the respective market values substantially approximate the amounts recorded due to the fact that these financial instruments are subject to variable interest rates (Note 16). |
• | | The fair values of the remaining of assets held for sale are derived from quoted market prices in active markets. |
The Company and its subsidiaries enter into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Derivatives valued using valuation techniques with observable market data refer mainly to interest rate swaps and foreign exchange forward contracts.
The fair value of derivative financial instruments is determined using valuation techniques and observable market data. The valuation techniques applied more often include pricing models and swaps contracts, with a present value calculation. The models consider various data, including counterparty credit quality, spot exchange rates, forward curves of interest rates and curves of the commodity term rates.
56
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
The carrying amounts and fair value of financial assets and financial liabilities are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Carrying amount | | | Assets and liabilities measured at fair value | |
| | June 30, 2016 | | | December 31, 2015 | | | June 30, 2016 | | | December 31, 2015 | |
| | | | Level 1 | | | Level 2 | | | Level 1 | | | Level 2 | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Investment funds | | | 1,837,245 | | | | 2,244,427 | | | | — | | | | 1,837,245 | | | | — | | | | 2,244,427 | |
Marketable securities | | | 1,850,353 | | | | 605,490 | | | | — | | | | 1,850,353 | | | | — | | | | 605,490 | |
Other financial assets | | | 141,064 | | | | 144,208 | | | | — | | | | 141,064 | | | | — | | | | 144,208 | |
Derivate financial instruments | | | 1,002,919 | | | | 2,430,296 | | | | — | | | | 1,002,919 | | | | — | | | | 2,430,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 4,831,581 | | | | 5,424,421 | | | | — | | | | 4,831,581 | | | | — | | | | 5,424,421 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Loans, borrowings and debentures | | | (3,684,615 | ) | | | (4,933,789 | ) | | | — | | | | (3,684,615 | ) | | | — | | | | (4,933,789 | ) |
Post-employment benefits | | | (354,595 | ) | | | (344,447 | ) | | | — | | | | (354,595 | ) | | | — | | | | (344,447 | ) |
Derivative financial instruments | | | (840,393 | ) | | | (742,498 | ) | | | — | | | | (840,393 | ) | | | — | | | | (742,498 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | (4,879,603 | ) | | | (6,020,734 | ) | | | — | | | | (4,879,603 | ) | | | — | | | | (6,020,734 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Hedge accounting – Fair value
Currently the Company has adopted the fair value hedge for some of its operations that both the hedging instruments and the hedged items are accounted for at fair value through profit or loss. Operations and accounting effects of this adoption are as follows:
| | | | | | | | | | | | |
| | Debt | | | Derivative | | | Total | |
At December 31, 2015 | | | 2,522,772 | | | | (822,586 | ) | | | 1,700,186 | |
Interest amortization | | | (62,455 | ) | | | 251,685 | | | | 189,230 | |
Fair value | | | (339,068 | ) | | | 467,073 | | | | 128,005 | |
| | | | | | | | | | | | |
At June 30, 2016 | | | 2,121,249 | | | | (103,828 | ) | | | 2,017,421 | |
| | | | | | | | | | | | |
Capital management
The Company’s policy is to maintain a robust capital base to promote the confidence of investors, creditors and the market, and to ensure the future development of the business. Management monitors that the return on capital is adequate for each of its businesses.
57
Cosan Limited
Notes to the consolidated financial statements
For the three and six month periods ended June 30, 2016 and 2015
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
28 | Post-employment benefits |
| | | | | | | | |
| | June 30, 2016 | | | December 31, 2015 | |
Futura | | | 48,410 | | | | 48,414 | |
Futura II | | | 263 | | | | 335 | |
COMGÁS | | | 305,922 | | | | 295,698 | |
| | | | | | | | |
| | | 354,595 | | | | 344,447 | |
| | | | | | | | |
During the period ended June 30, 2016, the expense recognized in relation to the actuarial contributions was R$13,946 (R$13,331 for the six month period ended June 30, 2015).
The vesting period and share options outstanding at the end of the period are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share option programs | | Expected life (years) | | | Interest rate | | | Expected volatility | | | Number of instruments on June 30, 2016 | | | Market price on grant date | | | Exercise price at June 30, 2016 | | | Fair value at grant date - R$(i) | |
| | | | Granted | | | Exercisable options | | | Outstanding | | | | |
August 18, 2011 (A) | | | 1 to 5 | | | | 12.39% | | | | 31.44% | | | | 4,825,000 | | | | 840,000 | | | | 2,206,250 | | | | 22.98 | | | | 26.50 | | | | 6,80 | |
August 18, 2011 (B) | | | 1 to 10 | | | | 12.39% | | | | 30.32% | | | | 5,000,000 | | | | 1,080,000 | | | | 4,080,000 | | | | 22.98 | | | | 26.50 | | | | 8,15 | |
December 12, 2012 (C) | | | 1 to 5 | | | | 8.78% | | | | 31.44% | | | | 700,000 | | | | 372,000 | | | | 652,000 | | | | 39.80 | | | | 46.42 | | | | 10.10 | |
April 24, 2013 | | | 5 | | | | 13.35% | | | | 27.33% | | | | 970,000 | | | | — | | | | 930,000 | | | | 46.51 | | | | 53.21 | | | | 17,95 | |
April 25, 2014 | | | 5 | | | | 12.43% | | | | 29.85% | | | | 960,000 | | | | — | | | | 930,000 | | | | 37.10 | | | | 43.29 | | | | 15,67 | |
August 31, 2015 | | | 5 | | | | 14.18% | | | | 33.09% | | | | 759,000 | | | | — | | | | 759,000 | | | | 18.15 | | | | 19.68 | | | | 7.67 | |
October 2, 2015 | | | 5 | | | | 15.66% | | | | 62.94% | | | | 4,485,238 | | | | — | | | | 4,205,238 | | | | 6.30 | | | | 7.86 | | | | 2.83 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 17,699,238 | | | | 2,292,000 | | | | 13,762,488 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | The fair value of the employee share options has been measured using the Black-Scholes formula. |
The number and weighted-average exercise prices of share options under the share option programs were as follows:
| | | | | | | | |
| | Number of options | | | Weighted-average exercise price -R$ | |
At December 31, 2015 | | | 13,876,238 | | | | 24.22 | |
Cancellation or settlements | | | (70,000 | ) | | | — | |
Share options exercised | | | (43,750 | ) | | | 26.50 | |
| | | | | | | | |
At June 30, 2016 | | | 13,762,488 | | | | 24.31 | |
| | | | | | | | |
***
58
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 15, 2016
| | |
COSAN LIMITED |
| |
By: | | /s/ Marcelo Eduardo Martins |
| | Name: Marcelo Eduardo Martins Title: Chief Financial Officer |