FORM 6-K/A
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 May, 2018
Commission File Number: 1-33659
COSAN LIMITED
(Translation of registrant’s name into English)
Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 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):
EXPLANATORY NOTE
This Amendment No. 1 to the Interim Financial Statements onForm 6-K amends the Form as filed on May 14th, 2018 (the “OriginalForm 6-K”) solely to correct an error on the “a) Foreign exchange risk” table under note “26. Financial instruments—Market Risk”, which has been corrected on this Amendment No. 1. No other changes have been made to the OriginalForm 6-K.
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1Q18 Earnings Release
São Paulo, May 11, 2018–COSAN LIMITED (“CZZ” or “Company”) (NYSE: CZZ andB3: CZLT33)announces today its results for the first quarter (January, February and March) of 2018 (1Q18). The results are presented on a consolidated basis, in accordance with the accounting practices adopted in Brazil and with International Financial Reporting Standards (IFRS). Comparisons in this report take into consideration 1Q18 and 1Q17, except where indicated differently.
Summary of Financial Information
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Executive Summary—Cosan Pro forma¹ | | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
BRL mln | | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
Net Revenue | | | 14,912.2 | | | | 12,742.7 | | | | 17.0 | % | | | 14,717.2 | | | | 1.3 | % |
Gross profit | | | 1,801.3 | | | | 1,642.4 | | | | 9.7 | % | | | 1,911.2 | | | | -5.7 | % |
EBIT | | | 1,019.7 | | | | 729.2 | | | | 39.8 | % | | | 1,904.0 | | | | -46.4 | % |
EBITDA2 | | | 1,828.3 | | | | 1,458.8 | | | | 25.3 | % | | | 2,879.0 | | | | -36.5 | % |
Adjusted EBITDA3 | | | 1,949.1 | | | | 1,668.6 | | | | 16.8 | % | | | 1,895.1 | | | | 2.8 | % |
Net Income | | | 106.3 | | | | 21.1 | | | | n/a | | | | 326.6 | | | | -67.4 | % |
Adjusted Net Income (Loss) | | | 154.0 | | | | 48.3 | | | | n/a | | | | (203.3 | ) | | | n/a | |
Note 1: Considering 50% of the results of Raízen Combustíveis and Raízen Energia.
Note 2: As of 1Q18, EBITDA excludes asset amortization arising from contracts with clients at Raízen Combustíveis.
Note 3: Adjusted EBITDA and Net Income does not includenon-recurring effects in Cosan S/A, as detailed in its earnings release.
Message from the CEO
Have we been too optimistic?Uncertainties related to upcoming elections are higher in view of rising number of viable candidates. Global environment seems less benign on emerging economies in view of higher likelihood of interest hikes to curb inflation in US, calling for stronger dollar. Nevertheless, Brazil keeps on moving forward with improving economic environment, inflation under control and interest rates at record lows. In turn, unemployment rates remained stable during first quarter and pace of industrial activity recovery slowed down a bit. We took a more careful approach when setting our goals and guidance for 2018. We therefore remain confident in achieving them.
Our portfolio continues to deliver EBITDA growth across the board. Raízen Combustíveis consistent strategy proved successful in a quarter were volumes lagged behind market expectations. Meanwhile, acquisition of Shell downstream business in Argentina was announced broadening growth and synergy opportunities in fuel distribution. Raízen Energia closed 2017/18 crop year delivering adjusted EBITDA growth with higher crushing volumes, on the back of continued focus on operational efficiency and successful commercialization strategy. Sugar prices remain a challenge but commitment to sound returns regardless remains unchanged. Comgás keeps on benefiting from higher industrial activity while focusing on expanding connections in residential and commercialhigher-margin segments. Moove’s international expansion continues to support improving results beyond stronger sales in Brasil. And Rumo delivered impressive EBITDA this quarter. New built capacity allowed hauling seasonally stronger volumes while diluting fixed costs further, resulting in margin expansion. We remain focused on operational excellence and cost optimization across all businesses as we gradually move into a more constructive economic environment in Brasil.
We reinforce our commitment to allocating capital to unlock value primarily within our existing portfolio. Leverage decreased this quarter—CZZ Net Debt/Proforma EBITDA reached 2.1x (including Rumo). Cosan S.A. net debt/EBITDA reached 1.5x by the end of 1Q18, due to strong operational performance,end-of-crop free cash generation at Raízen Energia and cash inflow from credit sales booked in 4Q17. Rumo maintained its 2.6x score in line with plan. All our companies are well capitalized and prepared to support strategy while CZZ continued to outperform underlying portfolio during 1Q18.
2018 has just begun and uncertainty remains. For us, however, so far so good.
Marcos Marinho Lutz
CZZ’s CEO
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Investor Relations | |  |
E-mail: ri@cosan.com.br Tel: +55 11 3897-9797 Website: ri.cosanlimited.com | |
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| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Business Units
Cosan S/A (B3: CSAN3) and Cosan Logística S/A (B3: RLOG3), companies controlled by the Company,reported its results in May 10, 2018 and May 08, 2018, respectively. Its Earnings Releases containing the comments from the main financial and operational information, besides its Financial Statements, can be found at the websites below:
| • | | Cosan S/A (CSAN3): http:/ri.cosan.com.br |
| • | | Cosan Logística (RLOG3 e RAIL3): http://ri.rumolog.com |
Cosan S/A and Cosan Logística S/A business units that compose Cosan Limited and interest in each reportable segment are shown below:
| | |
• Cosan S.A. (CSAN3) (57.9%) | | |
Raízen Combustíveis (50%) | | Fuel Distribution |
Raízen Energia (50%) | | Sugar, Ethanol and Cogeneration |
Comgás (79.9%) | | Natural Gas Distribution |
Moove (100%) | | Lubricants, Basic Oils and Specialties |
Cosan Corporativo (100%) | | Corporate Structure and Other Investments |
• Cosan Logística S.A. (RLOG3) (72.3%) | | |
Rumo S.A. (RAIL3) (28.4%) | | Logistics Operator |
Executive Summary 1Q18
Cosan S.A. (CSAN3):
Cosan S/A Proforma: Adjusted EBITDA reached R$ 1.3 billion in 1Q18 (11%). Continued operational improvements across all businesses, combined with lower leverage, led adjusted Net income to reach R$ 361 million (+55). Raízen Combustíveis consistent commercial and supply strategies combined with solid relationship with its retail network continue to support differentiated performance compared to market. Raízen Energia concluded 2017/18 crop year with EBITDA expansion despite less favorable commodity prices. Higher industrial activity continues to boost Comgás volumes, while growth strategy remains focused on connection of new residential and commercial customers, supporting another strong quarter. Moove sales volumes continue to increase in Brazil and international operations. Leverage ratio (net debt / pro forma EBITDA) decreased to 1.5x at the end of the period and free cash flow (FCFE) reached R$1.8 billion, including the R$1.3 billion cash inflow from credit rights sale booked in 4T17.
Raízen Combustíveis: Adjusted EBITDA totaled R$732 million in 1Q18 (+7%), driven by higher volume sold andsupply strategy. Sales volume grew 3% year-over-year versus 1Q17, again outperforming the industry average, as a result of focus on our expansion strategy and a sustainable relationship with the Shell-branded service stations network. Diesel and aviation fuel were main highlights posting 6% and 8% yearly growth, respectively, both leveraging on higher economic activity. In Otto cycle, the volume sold in 1Q18 was in line year-over-year(-3% in gasoline-equivalent), following the market trend of a slower recovery of this segment.
Raízen Energia: Adjusted EBITDA in 1Q18 was R$1.0 billion (+8%), boosted by higher sales of all products and higher share of own production in sales mix. Crushing in 2017/18 crop year reached 61.2 million tons of sugar cane (+3%);of which 500 thousand tons were crushed in March 2018. Sugarcane productivity came to 9.8 Kg of TRS/hectare(-5%), an effect of lower rain concentration in the period. However, sugar equivalent production was 6% higher than for the previous crop, and production mix was 55% (57% in 2016/17 crop), reflecting a continued profitability analysis per product. Adjusted EBITDA for the 2017/18 crop totaled R$4.1 billion (+11% versus 2016/17 crop), on the back of higher product sales, especially in ethanol and bioenergy.
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| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Comgás: EBITDA, normalized by regulatory current account effect, increased 14% and came at R$437 million in 1Q18, impacted by the higher volume sold and margins inflation correction in May 2017. In the industrial segment, sales came in 6% higher than 1Q17 and in line with economic activity’s gradual recovery. New connections combined with lower average temperature supported 18% volume expansion in residential segments. In commercial segment, client additions along with higher unit consumption led to 10% higher sales volumes.
Moove: 1Q18 EBITDA reached R$ 51 million (+19%),due to higher lubricant sales volume in all the markets in which the company operates, with a better mix of products sold and expansion of international operations.
Cosan Logística S.A. (RLOG3):
Rumo’s EBITDA reached R$ 650 million in 1Q18, up 32%year-on-year, in view of 18% higher volumes transported and cost efficiency supporting (6p.p.) EBITDA margin expansion to 47%. Transported volumes reached 11.8 billion RTK on higher agricultural and industrial volumes and beginning of cellulose transportation by Northern Operation. Soybean and corn carryover inventories boosted volumes in January. From February on this year’s record soybean crop began to flow through Rumo’s higher capacity availability resulting from execution of business plan. Market share in Santos Port was 48% in 1T18. Lower fuel consumption(-5% liters/GKB) and stable fixed costs despite higher volumes explain EBITDA margin expansion. Rumo closed 1T18 with stable broad net debt/LTM EBITDA of 2.6x. The issuance of USD 500 million7-year- bond early 2018 below 6% yield, combined with down payment of expensive debt and lower interest rates helped reduce overall cost of debt. Updated scenario for 2017/2018 grains crops remains encouraging while international soybean prices remain supported by crop setbacks in Argentina and stronger USD.
The following tables present the key operating and financial metrics of our businesses. Historical data for the information presented can be found on our Investor Relations website (ir.cosanlimited.com) in the Results Center.
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| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Main Operational and Financial Metrics
Raízen Combustíveis
| | | | | | | | | | | | | | | | | | | | |
| | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
| | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
Otto Cycle Volume (Gasoline+ Ethanol) (‘000 cbm) | | | 2,889 | | | | 2,900 | | | | 0 | % | | | 3,078 | | | | -6 | % |
Gasoline Equivalent4Volume (‘000 cbm) | | | 2,663 | | | | 2,755 | | | | -3 | % | | | 2,840 | | | | -6 | % |
Diesel Volume (‘000 cbm) | | | 2,787 | | | | 2,625 | | | | 6 | % | | | 2,885 | | | | -3 | % |
Adjusted EBITDA Margin5 (BRL/cbm) | | | 116 | | | | 111 | | | | 4 | % | | | 123 | | | | -5 | % |
Adjusted EBIT5 (BRL/cbm) | | | 90 | | | | 87 | | | | 3 | % | | | 99 | | | | -10 | % |
Note 4: Sum of gasoline and ethanol volumes, adjusted by the energy coefficient of 0,7221.
Note 5: Excludes asset sale and othernon-recurring items. From 1Q18 onwards includes asset amortization arising from contracts with clients.
Raízen Energia
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1Q18 | | | 1Q17 | | | Chg.% | | | 2017/18 | | | 2016/17 | | | Var.% | |
Indicators | | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Jan-Mar) | | | (Jan-Mar) | | | 17/18x16/17 | |
Sugarcane Crushed (mln mt) | | | 0.5 | | | | — | | | | n/a | | | | 61.2 | | | | 59.4 | | | | 3% | |
TRS/ha | | | 7.4 | | | | 8.2 | | | | -10% | | | | 9.8 | | | | 10.3 | | | | -5% | |
Sugar/Ethanol Production Mix | | | 18% x 82% | | | | n/a | | | | n/a | | | | 55% x 45% | | | | 57% x 43% | | | | n/a | |
Adjusted EBITDA6 (BRL mln) | | | 999.8 | | | | 925.6 | | | | 8% | | | | 4,089.1 | | | | 3,693.5 | | | | 11% | |
Adjusted EBIT6/TRS sold (BRL/ton) | | | 118.7 | | | | 214.8 | | | | -45% | | | | 156.4 | | | | 181.3 | | | | -14% | |
Note 6: Excludes effects from biological assets variation, debt hedge accounting effects, foreign exchange hedge on sugar exports and nonrecurring gains/losses where applicable.
Comgás
| | | | | | | | | | | | | | | | | | | | |
| | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
| | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
Total Sales Volume (cbm)Ex-Thermal | | | 1,072 | | | | 1,008 | | | | 6 | % | | | 1,089 | | | | -2 | % |
Normalized EBITDA7 (BRL mln) | | | 437 | | | | 384 | | | | 14 | % | | | 416 | | | | 5 | % |
IFRS EBITDA (BRL mln) | | | 374 | | | | 313 | | | | 19 | % | | | 375 | | | | 0 | % |
Note 7: Includes the effect from the regulatory Current Account.
Moove
| | | | | | | | | | | | | | | | | | | | |
| | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
| | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
Total Sales Volume8 (‘000 cbm) | | | 88 | | | | 81 | | | | 8 | % | | | 81 | | | | 9 | % |
EBITDA (BRL mln) | | | 51 | | | | 43 | | | | 19 | % | | | 34 | | | | 51 | % |
Note 8: Considering the volume sold of lubricants and base oil.
Rumo
| | | | | | | | | | | | |
Operating and Financial Performance Index | | 1Q17 | | | 1Q18 | | | Chg. % | |
Consolidated | | | | | | | | | | | | |
Operating ratio | | | 83% | | | | 77% | | | | -7.3% | |
Diesel Consumption (liters/ ‘000 GTK) | | | 4.6 | | | | 4.4 | | | | -4.6% | |
Rail accidents (Accidents /Km) | | | 15.5 | | | | 14.2 | | | | -8.4% | |
Personal Accidents (Accidents /MM MHW) | | | 0.6 | | | | 0.3 | | | | -44.1% | |
North Operation | | | | | | | | | | | | |
Total transported volume (RTK million) | | | 7.1 | | | | 8.3 | | | | 16.9% | |
Cycle time grains – Rondonópolis (MT) – Port of Santos (SP) | | | 10.2 | | | | 9.9 | | | | -3.5% | |
South Operation | | | | | | | | | | | | |
Total transported volume (RTK million) | | | 2.6 | | | | 3.1 | | | | 18.5% | |
Cycle time grains – North of Paraná – South ports (PR / SC) | | | 7.6 | | | | 7.6 | | | | 0.2% | |
Note 9: Operating Ratio calculation considers proportional allocation of part of 4Q16 depreciation in prior quarters from the same year.
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| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Cosan Consolidated Results
The following table provides a breakdown of the 1Q18 results by business unit for all segments detailed previously. All information reflects 100% of their financial performance, regardless of the interest held by Cosan. For the purpose of reconciling EBITDA in the column “Cosan S/A Accounting”, the “Adjustments & Eliminations” column reflects the eliminations from operations among all Cosan subsidiaries for consolidation purposes.
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Earnings by Business Unit10 1Q18 | | Raízen Combustíveis | | | Raízen Energia | | | Comgás | | | Moove | | | Cosan Corporate | | | Desconsolidation Raízen | | | Adjustments and Elimination | | | Cosan S/A Accounting | | | Cosan Logistica | | | Cosan Limited (Parent Company) | | | Adjustments and Elimination | | | CZZ | |
Net Revenue | | | 19,495.0 | | | | 4,512.9 | | | | 1,430.9 | | | | 724.6 | | | | 0.4 | | | | (24,007.9) | | | | 0.0 | | | | 2,155.9 | | | | 1,396.7 | | | | (0.0) | | | | (9.1) | | | | 3,543.4 | |
Cost of Goods and Services Sold | | | (18,521.7) | | | | (3,945.1) | | | | (942.4) | | | | (578.5) | | | | (0.1) | | | | 22,466.7 | | | | (0.0) | | | | (1,521.1) | | | | (1,000.7) | | | | — | | | | 9.1 | | | | (2,512.7) | |
Gross Profit | | | 973.3 | | | | 567.9 | | | | 488.4 | | | | 146.1 | | | | 0.3 | | | | (1,541.2) | | | | — | | | | 634.8 | | | | 396.0 | | | | (0.0) | | | | — | | | | 1,030.7 | |
Gross Margin (%) | | | 5.0% | | | | 12.6% | | | | 34.1% | | | | 20.2% | | | | 65.0% | | | | 6.4% | | | | 0.0% | | | | 29.4% | | | | 28.4% | | | | n/a | | | | — | | | | 29.1% | |
Selling Expenses | | | (345.1) | | | | (155.1) | | | | (154.5) | | | | (86.8) | | | | 0.0 | | | | 500.2 | | | | — | | | | (241.2) | | | | (3.8) | | | | — | | | | — | | | | (245.1) | |
General and Administrative Expenses | | | (135.3) | | | | (173.4) | | | | (76.8) | | | | (22.6) | | | | (29.4) | | | | 308.7 | | | | — | | | | (128.8) | | | | (69.6) | | | | (14.9) | | | | — | | | | (213.4) | |
Other Operating Income (Expenses) | | | 99.4 | | | | 108.5 | | | | (0.3) | | | | (1.1) | | | | (16.9) | | | | (207.8) | | | | — | | | | (18.3) | | | | (4.4) | | | | — | | | | — | | | | (22.7) | |
EquityPick-up | | | — | | | | (4.2) | | | | — | | | | (5.1) | | | | 438.5 | | | | 4.2 | | | | (140.0) | | | | 293.5 | | | | 1.4 | | | | 187.1 | | | | (187.1) | | | | 294.8 | |
Depreciation and Amortization | | | 70.2 | | | | 611.6 | | | | 117.4 | | | | 20.9 | | | | 3.8 | | | | (681.8) | | | | — | | | | 142.1 | | | | 331.1 | | | | 0.1 | | | | — | | | | 473.3 | |
EBITDA | | | 662.4 | | | | 955.3 | | | | 374.4 | | | | 51.3 | | | | 396.3 | | | | (1,617.7) | | | | (140.0) | | | | 682.0 | | | | 650.6 | | | | 172.3 | | | | (187.1) | | | | 1,317.8 | |
EBITDA Margin (%) | | | 3.4% | | | | 21.2% | | | | 26.2% | | | | 7.1% | | | | n/a | | | | 6.7% | | | | n/a | | | | 31.6% | | | | 46.6% | | | | n/a | | | | n/a | | | | 37.2% | |
Financial result | | | (72.4) | | | | (36.3) | | | | (21.6) | | | | (9.0) | | | | (76.8) | | | | 108.7 | | | | — | | | | (107.5) | | | | (348.8) | | | | (59.8) | | | | (4.6) | | | | (520.7) | |
Income and Social Contribution Taxes | | | (142.9) | | | | (72.4) | | | | (76.3) | | | | (8.5) | | | | 30.1 | | | | 215.2 | | | | — | | | | (54.8) | | | | (28.4) | | | | (1.5) | | | | 1.6 | | | | (83.1) | |
Non-controlling Interest | | | (15.2) | | | | (0.0) | | | | — | | | | — | | | | — | | | | 15.2 | | | | (32.0) | | | | (32.0) | | | | 41.5 | | | | (4.6) | | | | (139.4) | | | | (134.5) | |
Net Income | | | 361.8 | | | | 235.0 | | | | 159.0 | | | | 13.0 | | | | 345.7 | | | | (596.8) | | | | (172.0) | | | | 345.7 | | | | (16.2) | | | | 106.3 | | | | (329.5) | | | | 106.3 | |
Note 10: As of 1Q18, the results of Cosan and its Business Units were impacted by the adoption of the new accounting standards (IFRS 15 and IFRS 9), as detailed in the quarterly financial statements as of March 31, 2018
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| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Loans and Financing
In March 31, 2018, Cosan Limited’s (CZZ Corporate) gross debt totalized R$ 1.6 billion, compared to R$ 2.3 billion in 4Q17, reflecting the Margin Loan amortization in the quarter in the total amount of USD 219 million, according to the use of proceeds from the 2024 Bond. In that sense, cash and cash equivalents came to R$ 450 million in 1Q18, compared to R$ 1.2 billion at the close of the 4Q17.
CZZ Corporate’s net debt ended the period at R$ 1.2 billion, in line with 4Q17.
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Loans and Financing 1Q18 BRL mln | | Comgás | | | Moove | | | Cosan Corporate | | | Consolidated | | | Raízen Energia | | | Raízen Combustíveis | | | Consolidated Pro forma | | | Cosan Logística | | | CZZ (Parent Company) | | | CZZ Pro forma | |
Opening balance of pro forma net debt | | | 1,517.0 | | | | 399.3 | | | | 2,956.5 | | | | 4,872.7 | | | | 3,846.7 | | | | 797.6 | | | | 9,517.0 | | | | 6,228.4 | | | | 1,118.5 | | | | 16,863.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash, cash equivalents and marketable securities | | | 2,237.1 | | | | 197.6 | | | | 1,415.7 | | | | 3,850.4 | | | | 1,034.7 | | | | 610.9 | | | | 5,496.0 | | | | 3,333.1 | | | | 1,225.1 | | | | 10,054.1 | |
Gross Debt | | | 3,754.0 | | | | 596.8 | | | | 4,372.2 | | | | 8,723.1 | | | | 4,881.4 | | | | 1,408.5 | | | | 15,013.0 | | | | 9,561.5 | | | | 2,343.6 | | | | 26,918.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash items | | | (450.1 | ) | | | 63.5 | | | | (323.4 | ) | | | (710.0 | ) | | | (112.7 | ) | | | (10.6 | ) | | | (833.3 | ) | | | 1,363.3 | | | | (752.0 | ) | | | (221.9 | ) |
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Funding | | | — | | | | 86.4 | | | | 15.0 | | | | 101.4 | | | | 9.0 | | | | (0.3 | ) | | | 110.1 | | | | 2,075.4 | | | | — | | | | 2,185.6 | |
Payment of principal on loans and borrowings | | | (499.4 | ) | | | (21.8 | ) | | | (167.9 | ) | | | (689.1 | ) | | | (78.4 | ) | | | (2.0 | ) | | | (769.6 | ) | | | (465.1 | ) | | | (683.0 | ) | | | (1,917.7 | ) |
Payment of Interest on loans borrowings | | | (25.4 | ) | | | (0.4 | ) | | | (126.7 | ) | | | (152.5 | ) | | | (43.3 | ) | | | (8.3 | ) | | | (204.0 | ) | | | (207.9 | ) | | | (67.9 | ) | | | (479.8 | ) |
Derivatives | | | 74.7 | | | | (0.7 | ) | | | (43.8 | ) | | | 30.2 | | | | — | | | | — | | | | 30.2 | | | | (39.0 | ) | | | (1.1 | ) | | | (10.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Noncash items | | | 91.4 | | | | 24.2 | | | | 86.9 | | | | 202.6 | | | | 57.3 | | | | 10.0 | | | | 269.8 | | | | 277.7 | | | | 49.1 | | | | 596.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for interest (accrual) | | | 56.1 | | | | 4.7 | | | | 80.9 | | | | 141.8 | | | | 63.6 | | | | 13.4 | | | | 218.8 | | | | 223.7 | | | | 29.5 | | | | 472.0 | |
Monetary variation and MTM adjustment of debt | | | (29.2 | ) | | | (1.5 | ) | | | (68.0 | ) | | | (98.7 | ) | | | (23.0 | ) | | | (9.5 | ) | | | (131.3 | ) | | | (41.8 | ) | | | 15.8 | | | | (157.3 | ) |
Exchange variation, net of derivatives | | | 64.5 | | | | 21.0 | | | | 74.0 | | | | 159.5 | | | | 16.7 | | | | 6.1 | | | | 182.3 | | | | 95.8 | | | | 3.7 | | | | 281.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Closing balance of gross debt | | | 3,395.4 | | | | 684.6 | | | | 4,135.7 | | | | 8,215.7 | | | | 4,825.9 | | | | 1,407.9 | | | | 14,449.5 | | | | 11,202.5 | | | | 1,640.7 | | | | 27,292.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash, cash equivalents and marketable securities | | | 1,861.8 | | | | 211.7 | | | | 2,822.6 | | | | 4,896.1 | | | | 1,660.9 | | | | 710.2 | | | | 7,267.1 | | | | 4,306.1 | | | | 449.5 | | | | 12,022.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Closing balance of pro forma net debt | | | 1,533.6 | | | | 472.9 | | | | 1,313.1 | | | | 3,319.6 | | | | 3,165.0 | | | | 697.7 | | | | 7,182.4 | | | | 6,896.4 | | | | 1,191.2 | | | | 15,270.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Obligations due to preferred shareholders of subsidiaries | | | — | | | | — | | | | 1,464.5 | | | | 1,464.5 | | | | — | | | | — | | | | 1,464.5 | | | | — | | | | — | | | | 1,464.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total pro forma net debt and obligations due to preferred shareholders of subsidiaries | | | 1,533.6 | | | | 472.9 | | | | 2,777.7 | | | | 4,784.1 | | | | 3,165.0 | | | | 697.7 | | | | 8,646.9 | | | | 6,896.4 | | | | 1,191.2 | | | | 16,734.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
6 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Cash Flow Reconciliation
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Flow Statement 1Q18 BRL mln | | Comgás | | | Moove | | | Cosan Corporate | | | Eliminations | | | Cosan S/A | | | Raízen Combined | | | Eliminations | | | Cosan S/A Pro forma | | | Cosan Logística | | | CZZ (Parent Company) | | | Eliminations/ Adjusted | | | CZZ Pro forma | |
EBITDA | | | 374.4 | | | | 51.3 | | | | 396.3 | | | | (140.0 | ) | | | 682.0 | | | | 808.9 | | | | (298.4 | ) | | | 1,192.5 | | | | 650.6 | | | | 172.3 | | | | (187.1 | ) | | | 1,828.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Noncash impacts on EBITDA | | | 9.8 | | | | 16.5 | | | | (428.1 | ) | | | 140.0 | | | | (261.8 | ) | | | 50.2 | | | | 298.4 | | | | 86.8 | | | | 91.6 | | | | (177.2 | ) | | | 187.1 | | | | 188.4 | |
Changes in assets and liabilities | | | (71.1 | ) | | | (84.1 | ) | | | 1,249.3 | | | | (19.9 | ) | | | 1,074.1 | | | | 981.6 | | | | — | | | | 2,055.7 | | | | (429.4 | ) | | | (0.7 | ) | | | — | | | | 1,625.6 | |
Operating financial result | | | 27.0 | | | | (17.0 | ) | | | 15.7 | | | | — | | | | 25.7 | | | | (98.8 | ) | | | — | | | | (73.1 | ) | | | 31.3 | | | | 2.1 | | | | — | | | | (39.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Cash Flow | | | 340.1 | | | | (33.3 | ) | | | 1,233.2 | | | | (19.9 | ) | | | 1,520.1 | | | | 1,741.8 | | | | — | | | | 3,261.9 | | | | 344.1 | | | | (3.4 | ) | | | — | | | | 3,602.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CAPEX | | | (97.2 | ) | | | (11.2 | ) | | | (0.1 | ) | | | — | | | | (108.5 | ) | | | (552.5 | ) | | | — | | | | (661.0 | ) | | | (483.7 | ) | | | (0.1 | ) | | | — | | | | (1,144.9 | ) |
Other | | | 1.1 | | | | (35.9 | ) | | | (0.0 | ) | | | 0.0 | | | | (34.7 | ) | | | 94.6 | | | | — | | | | 59.9 | | | | 28.8 | | | | — | | | | — | | | | 88.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Flow from Investing Activities | | | (96.1 | ) | | | (47.1 | ) | | | (0.1 | ) | | | 0.0 | | | | (143.2 | ) | | | (457.9 | ) | | | — | | | | (601.1 | ) | | | (454.9 | ) | | | (0.1 | ) | | | — | | | | (1,056.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Funding | | | — | | | | 86.4 | | | | 15.0 | | | | — | | | | 101.4 | | | | 8.7 | | | | — | | | | 110.1 | | | | 2,075.4 | | | | — | | | | — | | | | 2,185.6 | |
Loans amortization (Principal) | | | (499.4 | ) | | | (21.8 | ) | | | (167.9 | ) | | | — | | | | (689.1 | ) | | | (80.5 | ) | | | — | | | | (769.6 | ) | | | (757.1 | ) | | | (683.0 | ) | | | — | | | | (2,209.6 | ) |
Loans amortization (Interest) | | | (25.4 | ) | | | (0.4 | ) | | | (126.7 | ) | | | — | | | | (152.5 | ) | | | (54.0 | ) | | | — | | | | (206.5 | ) | | | (251.5 | ) | | | (67.9 | ) | | | — | | | | (525.9 | ) |
Derivatives | | | 74.7 | | | | (0.7 | ) | | | (43.8 | ) | | | — | | | | 30.2 | | | | — | | | | — | | | | 30.2 | | | | (39.0 | ) | | | (1.1 | ) | | | — | | | | (10.0 | ) |
Other | | | — | | | | 27.0 | | | | (23.5 | ) | | | — | | | | 3.5 | | | | 2.0 | | | | — | | | | 5.6 | | | | 1.6 | | | | (0.0 | ) | | | — | | | | 7.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Flow from Financing Activities | | | (450.1 | ) | | | 90.6 | | | | (346.9 | ) | | | — | | | | (706.5 | ) | | | (123.7 | ) | | | — | | | | (830.1 | ) | | | 1,029.4 | | | | (752.0 | ) | | | — | | | | (552.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends received | | | — | | | | — | | | | 521.1 | | | | (112.9 | ) | | | 408.2 | | | | — | | | | (408.2 | ) | | | 0.0 | | | | 0.3 | | | | — | | | | — | | | | 0.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Free Cash Flow to Equity | | | (206.1 | ) | | | 10.2 | | | | 1,407.3 | | | | (132.9 | ) | | | 1,078.6 | | | | 1,160.3 | | | | (408.2 | ) | | | 1,830.7 | | | | 918.9 | | | | (755.6 | ) | | | — | | | | 1,994.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cosan S.A | | | — | | | | — | | | | 0.0 | | | | — | | | | 0.0 | | | | — | | | | 408.2 | | | | 408.2 | | | | (1.0 | ) | | | (0.5 | ) | | | — | | | | 406.7 | |
Cosan Limited | | | (169.2 | ) | | | — | | | | — | | | | 132.9 | | | | (36.3 | ) | | | — | | | | — | | | | (36.3 | ) | | | — | | | | — | | | | — | | | | (36.3 | ) |
Non-controlling Shareholders | | | — | | | | — | | | | — | | | | — | | | | — | | | | (445.3 | ) | | | — | | | | (445.3 | ) | | | — | | | | — | | | | — | | | | (445.3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends paid | | | (169.2 | ) | | | — | | | | 0.0 | | | | 132.9 | | | | (36.3 | ) | | | (445.3 | ) | | | 408.2 | | | | (73.5 | ) | | | (1.0 | ) | | | (0.5 | ) | | | — | | | | (74.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange variation impact on cash and cash equivalents | | | — | | | | 3.9 | | | | (0.5 | ) | | | — | | | | 3.4 | | | | 10.5 | | | | — | | | | 13.9 | | | | 55.1 | | | | (19.6 | ) | | | — | | | | 49.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Generation (Burn) in the Period | | | (375.3 | ) | | | 14.2 | | | | 1,406.8 | | | | 0.0 | | | | 1,045.7 | | | | 725.4 | | | | — | | | | 1,771.2 | | | | 973.0 | | | | (775.6 | ) | | | — | | | | 1,968.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
7 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Financial Statements
Cosan Limited – Accounting
| | | | | | | | | | | | | | | | | | | | |
Indicators | | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
BRL mln | | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
EBITDA | | | 1,317.8 | | | | 1,050.5 | | | | 25.4 | % | | | 2,324.0 | | | | -43.3 | % |
CAPEX | | | 609.2 | | | | 549.5 | | | | 10.9 | % | | | 910.7 | | | | -33.1 | % |
| | | | | | | | | | | | | | | | | | | | |
Income Statement for the Period | | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
BRL mln | | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
Net Revenue | | | 3,543.4 | | | | 2,785.7 | | | | 27.2 | % | | | 3,717.2 | | | | -4.7 | % |
Cost of Goods and Services Sold | | | (2,512.7 | ) | | | (1,959.4 | ) | | | 28.2 | % | | | (2,665.0 | ) | | | -5.7 | % |
Gross profit | | | 1,030.7 | | | | 826.3 | | | | 24.7 | % | | | 1,052.2 | | | | -2.0 | % |
Selling, general & administrative expenses | | | (458.4 | ) | | | (465.0 | ) | | | -1.4 | % | | | (583.4 | ) | | | -21.4 | % |
Other net operating income (expenses) | | | (22.7 | ) | | | (16.0 | ) | | | 41.3 | % | | | 971.9 | | | | n/a | |
Financial results | | | (520.7 | ) | | | (618.4 | ) | | | -15.8 | % | | | (925.8 | ) | | | -43.8 | % |
EquityPick-up | | | 294.8 | | | | 258.7 | | | | 14.0 | % | | | 289.0 | | | | 2.0 | % |
Expenses with income and social contribution taxes | | | (83.1 | ) | | | (43.8 | ) | | | 89.5 | % | | | (199.7 | ) | | | -58.4 | % |
Non-controlling interest | | | (134.5 | ) | | | 79.4 | | | | n/a | | | | (277.6 | ) | | | -51.6 | % |
Net Income (Loss) | | | 106.3 | | | | 21.1 | | | | n/a | | | | 326.6 | | | | -67.4 | % |
| | | | | | | | | | | | | | | | | | | | |
Balance Sheet | | 1Q18 | | | 4Q17 | | | | | | | | | | |
BRL mln | | 03/31/18 | | | 12/31/17 | | | | | | | | | | |
Cash and cash equivalents | | | 6,103 | | | | 4,555 | | | | | | | | | | | | | |
Marketable Securities | | | 3,549 | | | | 3,853 | | | | | | | | | | | | | |
Trade accounts receivable | | | 1,332 | | | | 1,278 | | | | | | | | | | | | | |
Inventories | | | 645 | | | | 663 | | | | | | | | | | | | | |
Derivative financial instruments | | | 1,009 | | | | 1,162 | | | | | | | | | | | | | |
Other current assets | | | 1,164 | | | | 2,367 | | | | | | | | | | | | | |
Othernon-current assets | | | 4,245 | | | | 4,342 | | | | | | | | | | | | | |
Investments | | | 8,678 | | | | 8,749 | | | | | | | | | | | | | |
Property, plant and equipment | | | 11,861 | | | | 11,682 | | | | | | | | | | | | | |
Intangible assets | | | 16,929 | | | | 16,974 | | | | | | | | | | | | | |
Total Assets | | | 55,515 | | | | 55,625 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Loans and borrowings | | | 21,977 | | | | 21,689 | | | | | | | | | | | | | |
Financial instruments and derivatives | | | 92 | | | | 115 | | | | | | | | | | | | | |
Trade accounts payable | | | 2,356 | | | | 2,434 | | | | | | | | | | | | | |
Payroll | | | 195 | | | | 291 | | | | | | | | | | | | | |
Other current liabilities | | | 1,993 | | | | 2,392 | | | | | | | | | | | | | |
Othernon-current liabilities | | | 11,614 | | | | 11,644 | | | | | | | | | | | | | |
Shareholders’ Equity | | | 17,289 | | | | 17,059 | | | | | | | | | | | | | |
Total Liabilities | | | 55,515 | | | | 55,625 | | | | | | | | | | | | | |
8 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 1st Quarter of 2018 |
Financial Statement including Raízen
Cosan Limited Proforma (including 50% of Raízen)
| | | | | | | | | | | | | | | | | | | | |
Indicators | | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
BRL mln | | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
EBITDA | | | 1,828.3 | | | | 1,458.8 | | | | 25.3 | % | | | 2,879.0 | | | | -36.5 | % |
Adjusted EBITDA | | | 1,949.1 | | | | 1,668.6 | | | | 16.8 | % | | | 1,895.1 | | | | 2.8 | % |
Investments | | | 1,118.9 | | | | 1,075.3 | | | | 4.1 | % | | | 1,161.5 | | | | -3.7 | % |
| | | | | | | | | | | | | | | | | | | | |
Income Statement for the Period | | 1Q18 | | | 1Q17 | | | Chg.% | | | 4Q17 | | | Chg.% | |
BRL mln | | (Jan-Mar) | | | (Jan-Mar) | | | 1Q18/1Q17 | | | (Oct-Dec) | | | 1Q18/4Q17 | |
Net Revenue | | | 14,912.2 | | | | 12,742.7 | | | | 17.0 | % | | | 14,717.2 | | | | 1.3 | % |
Cost of Goods and Services Sold | | | (13,110.9 | ) | | | (11,100.2 | ) | | | 18.1 | % | | | (12,806.1 | ) | | | 2.4 | % |
Gross profit | | | 1,801.3 | | | | 1,642.4 | | | | 9.7 | % | | | 1,911.2 | | | | -5.7 | % |
Selling, general & administrative expenses | | | (862.9 | ) | | | (831.7 | ) | | | 3.8 | % | | | (1,001.7 | ) | | | -13.9 | % |
Other net operating income (expenses) | | | 81.3 | | | | (81.6 | ) | | | n/a | | | | 994.5 | | | | -91.8 | % |
Financial results | | | (575.0 | ) | | | (636.9 | ) | | | -9.7 | % | | | (1,004.2 | ) | | | -42.7 | % |
EquityPick-up | | | (5.6 | ) | | | (16.4 | ) | | | -65.8 | % | | | 7.0 | | | | n/a | |
Expenses with income and social contribution taxes | | | (190.7 | ) | | | (127.3 | ) | | | 49.8 | % | | | (295.3 | ) | | | -35.4 | % |
Non-controlling interest | | | (142.1 | ) | | | 72.6 | | | | n/a | | | | (284.9 | ) | | | -50.1 | % |
Net Income (Loss) | | | 106.3 | | | | 21.1 | | | | n/a | | | | 326.6 | | | | -67.4 | % |
| | | | | | | | |
Balance Sheet | | 1Q18 | | | 4Q17 | |
BRL mln | | 03/31/18 | | | 12/31/17 | |
Cash and cash equivalents | | | 8,474 | | | | 6,201 | |
Marketable Securities | | | 3,549 | | | | 3,853 | |
Trade accounts receivable | | | 2,710 | | | | 2,746 | |
Inventories | | | 1,957 | | | | 3,274 | |
Derivative financial instruments | | | 1,304 | | | | 1,433 | |
Other current assets | | | 3,164 | | | | 4,064 | |
Othernon-current assets | | | 6,474 | | | | 5,838 | |
Investments | | | 444 | | | | 451 | |
Property, plant and equipment | | | 18,829 | | | | 18,215 | |
Intangible assets | | | 20,072 | | | | 21,109 | |
Total Assets | | | 66,976 | | | | 67,184 | |
Loans and borrowings | | | 28,726 | | | | 28,486 | |
Financial instruments and derivatives | | | 306 | | | | 350 | |
Trade accounts payable | | | 4,230 | | | | 4,167 | |
Payroll | | | 472 | | | | 516 | |
Other current liabilities | | | 2,676 | | | | 3,283 | |
Othernon-current liabilities | | | 13,164 | | | | 13,206 | |
Shareholders’ Equity | | | 17,401 | | | | 17,175 | |
Total Liabilities | | | 66,976 | | | | 67,184 | |
9 of 9
Cosan Limited
Consolidated interim financial statements as of
March 31, 2018
Cosan Limited
Consolidated interim financial statements
March 31, 2018
F-2
Report on Review of Interim Financial Information
To the Board of Directors and Shareholders of
Cosan Limited
Bermuda
Introduction
We have reviewed the accompanying consolidated interim financial information of Cosan Limited (“Company”) contained in the Quarterly Information Form – ITR for the quarter ended March 31, 2018, which comprises the statement of financial position as of March 31, 2018, and the respective statements of profit and loss and other comprehensive income, changes in equity and cash flows for the three-month period then ended, including the explanatory notes.
The Company’s management is responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board – IASB. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review engagements of interim financial information (NBC TR 2410 - Review of Interim Financial Information Performed by the Entity’s Auditor and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with audit standards and, consequently, does not enabled 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 interim 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 – Interim Financial Reporting, issued by the International Accounting Standards Board – IASB.
São Paulo, May 11, 2018
/s/KPMG Auditores Independentes
KPMG Auditores Independentes
CRC 2SP014428/O-6
Rogério Hernandez Garcia
Contador CRC 1SP213431/O-5
F-3
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | March 31, 2018 | | | December 31, 2017 | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | | 6 | | | | 6,102,604 | | | | 4,555,177 | |
Marketable securities | | | 7 | | | | 3,549,053 | | | | 3,853,343 | |
Trade receivables | | | 8 | | | | 1,331,779 | | | | 1,277,766 | |
Derivative financial instruments | | | 26 | | | | 136,393 | | | | 317,763 | |
Inventories | | | | | | | 645,362 | | | | 663,061 | |
Receivables from related parties | | | 10 | | | | 62,884 | | | | 30,059 | |
Income tax receivable | | | | | | | 374,018 | | | | 312,274 | |
Other current tax receivable | | | 9 | | | | 355,103 | | | | 327,410 | |
Dividends receivable | | | | | | | 11,542 | | | | 13,466 | |
Other financial assets | | | | | | | — | | | | 1,340,000 | |
Other current assets | | | | | | | 359,992 | | | | 343,617 | |
| | | | | | | | | | | | |
Total current assets | | | | | | | 12,928,730 | | | | 13,033,936 | |
Trade receivables | | | 8 | | | | 41,327 | | | | 44,654 | |
Restricted cash | | | 7 | | | | 196,728 | | | | 225,634 | |
Deferred tax assets | | | 20 | | | | 1,572,861 | | | | 1,636,080 | |
Receivables from related parties | | | 10 | | | | 128,529 | | | | 169,755 | |
Income tax receivable | | | | | | | 242,144 | | | | 247,996 | |
Othernon-current tax receivable | | | 9 | | | | 772,579 | | | | 778,820 | |
Judicial deposits | | | 21 | | | | 825,505 | | | | 766,107 | |
Derivative financial instruments | | | 26 | | | | 873,052 | | | | 844,450 | |
Othernon-current assets | | | | | | | 465,665 | | | | 472,753 | |
Investments in associates | | | 11 | | | | 295,870 | | | | 301,342 | |
Investments in joint ventures | | | 12 | | | | 8,381,775 | | | | 8,447,799 | |
Property, plant and equipment | | | 13 | | | | 11,860,877 | | | | 11,681,575 | |
Intangible assets and goodwill | | | 14 | | | | 16,929,193 | | | | 16,973,610 | |
| | | | | | | | | | | | |
Totalnon-current assets | | | | | | | 42,586,105 | | | | 42,590,575 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 55,514,835 | | | | 55,624,511 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
F-4
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | March 31, 2018 | | | December 31, 2017 | |
Liabilities | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 15 | | | | 2,616,958 | | | | 3,903,392 | |
Leases | | | 16 | | | | 179,702 | | | | 261,344 | |
Real estate credit certificates | | | | | | | 59,514 | | | | 86,745 | |
Derivative financial instruments | | | 26 | | | | 659 | | | | 1,520 | |
Trade payables | | | 18 | | | | 2,355,989 | | | | 2,433,995 | |
Employee benefits payable | | | | | | | 194,840 | | | | 291,080 | |
Income tax payables | | | | | | | 12,227 | | | | 21,146 | |
Other taxes payable | | | 19 | | | | 301,685 | | | | 418,878 | |
Concessions payables | | | 17 | | | | 27,676 | | | | 27,413 | |
Dividends payable | | | | | | | 157,640 | | | | 191,478 | |
Payables to related parties | | | 10 | | | | 346,697 | | | | 328,263 | |
Deferred revenue | | | | | | | 11,168 | | | | 11,529 | |
Other financial liabilities | | | | | | | 309,402 | | | | 382,702 | |
Other current liabilities | | | | | | | 587,563 | | | | 662,835 | |
| | | | | | | | | | | | |
Total current liabilities | | | | | | | 7,161,720 | | | | 9,022,320 | |
| | | | | | | | | | | | |
Loans, borrowings and debentures | | | 15 | | | | 19,359,772 | | | | 17,785,554 | |
Leases | | | 16 | | | | 536,579 | | | | 682,794 | |
Preferred shareholders payable in subsidiaries | | | | | | | 1,464,513 | | | | 1,442,679 | |
Derivative financial instruments | | | 26 | | | | 90,923 | | | | 113,565 | |
Other taxes payable | | | 19 | | | | 158,188 | | | | 161,637 | |
Provision for legal proceedings | | | 21 | | | | 1,360,876 | | | | 1,348,157 | |
Concessions payables | | | 17 | | | | 2,972,064 | | | | 2,905,921 | |
Post-employment benefits | | | 27 | | | | 490,180 | | | | 485,459 | |
Deferred tax liabilities | | | 20 | | | | 3,976,081 | | | | 3,902,310 | |
Deferred revenue | | | | | | | 54,419 | | | | 56,495 | |
Othernon-current liabilities | | | | | | | 600,943 | | | | 658,207 | |
| | | | | | | | | | | | |
Totalnon-current liabilities | | | | | | | 31,064,538 | | | | 29,542,778 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 38,226,258 | | | | 38,565,098 | |
| | | | | | | | | | | | |
Shareholders’ equity | | | 22 | | | | | | | | | |
Share capital | | | | | | | 5,328 | | | | 5,328 | |
Additionalpaid-in capital | | | | | | | 3,253,453 | | | | 3,245,543 | |
Accumulated other comprehensive loss | | | | | | | (409,859 | ) | | | (394,212 | ) |
Retained earnings | | | | | | | 3,285,239 | | | | 3,182,098 | |
| | | | | | | | | | | | |
Equity attributable to: | | | | | | | | | | | | |
Owners of the Company | | | | | | | 6,134,161 | | | | 6,038,757 | |
Non-controlling interests | | | 11 | | | | 11,154,416 | | | | 11,020,656 | |
| | | | | | | | | | | | |
Total shareholders’ equity | | | | | | | 17,288,577 | | | | 17,059,413 | |
| | | | | | | | | | | | |
Total shareholders’ equity and liabilities | | | | | | | 55,514,835 | | | | 55,624,511 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
F-5
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income
For the three month period ended March 31, 2018 and 2017
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | |
| | Note | | | March 31, 2018 | | | March 31, 2017 | |
Net sales | | | | | | | 3,543,428 | | | | 2,785,732 | |
Cost of sales | | | | | | | (2,512,680 | ) | | | (1,959,441 | ) |
| | | | | | | | | | | | |
Gross profit | | | | | | | 1,030,748 | | | | 826,291 | |
| | | | | | | | | | | | |
Selling expenses | | | | | | | (245,069 | ) | | | (257,582 | ) |
General and administrative expenses | | | | | | | (213,350 | ) | | | (207,374 | ) |
Other income (expenses), net | | | 24 | | | | (22,661 | ) | | | (16,040 | ) |
| | | | | | | | | | | | |
Operating expenses | | | | | | | (481,080 | ) | | | (480,996 | ) |
| | | | | | | | | | | | |
Income before interest in earnings of investees and financial results | | | | | | | 549,668 | | | | 345,295 | |
| | | | | | | | | | | | |
Interest in earnings of associates | | | 11 | | | | (2,807 | ) | | | 2,954 | |
Interest in earnings of joint ventures | | | 12 | | | | 297,657 | | | | 255,697 | |
| | | | | | | | | | | | |
Interest in earnings of investees | | | | | | | 294,850 | | | | 258,651 | |
Finance expense | | | | | | | (499,883 | ) | | | (898,232 | ) |
Finance income | | | | | | | 188,848 | | | | 283,009 | |
Foreign exchange, net | | | | | | | (75,957 | ) | | | 118,889 | |
Derivatives | | | | | | | (133,688 | ) | | | (122,058 | ) |
| | | | | | | | | | | | |
Finance results, net | | | 25 | | | | (520,680 | ) | | | (618,392 | ) |
Profit (loss) before taxes | | | | | | | 323,838 | | | | (14,446 | ) |
| | | | | | | | | | | | |
Income tax (expenses) benefits | | | 20 | | | | | | | | | |
Current | | | | | | | 52,385 | | | | 23,567 | |
Deferred | | | | | | | (135,436 | ) | | | (67,396 | ) |
| | | | | | | | | | | | |
| | | | | | | (83,051 | ) | | | (43,829 | ) |
| | | | | | | | | | | | |
Profit (loss) for the period | | | | | | | 240,787 | | | | (58,275 | ) |
| | | | | | | | | | | | |
F-6
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income
For the three month period ended March 31, 2018 and 2017
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | |
| | Note | | | March 31, 2018 | | | March 31, 2017 | |
Other comprehensive income (loss) | | | | | | | | | | | | |
Items that will never be reclassified to profit or loss | | | | | | | | | | | | |
Actuarial loss on defined benefit plan | | | | | | | (54 | ) | | | — | |
Gain on share subscription of subsidiary | | | | | | | — | | | | 9,000 | |
| | | | | | | | | | | | |
| | | | | | | (54 | ) | | | 9,000 | |
Items that are or may subsequently be reclassified to profit or loss: | | | | | | | | | | | | |
Foreign currency translation effect | | | | | | | (23,847 | ) | | | 14,437 | |
Gain on cash flow hedge in joint ventures | | | | | | | 3,317 | | | | 171,295 | |
Changes in fair value of available for sale securities | | | | | | | 32 | | | | 129 | |
| | | | | | | | | | | | |
| | | | | | | (20,498 | ) | | | 185,861 | |
Total other comprehensive income, net of tax | | | | | | | (20,552 | ) | | | 194,861 | |
| | | | | | | | | | | | |
Total comprehensive income | | | | | | | 220,235 | | | | 136,586 | |
| | | | | | | | | | | | |
Total net income (loss) attributable to: | | | | | | | | | | | | |
Owners of the Parent | | | | | | | 106,304 | | | | 21,115 | |
Non-controlling interests | | | | | | | 134,483 | | | | (79,390 | ) |
| | | | | | | | | | | | |
| | | | | | | 240,787 | | | | (58,275 | ) |
Total comprehensive income (loss) attributable to: | | | | | | | | | | | | |
Owners of the Company | | | | | | | 129,578 | | | | 146,764 | |
Non-controlling interests | | | | | | | 90,657 | | | | (10,178 | ) |
| | | | | | | | | | | | |
| | | | | | | 220,235 | | | | 136,586 | |
Basic earnings per share from: | | | 23 | | | | | | | | | |
Continuing operations | | | | | | R$ | 0.4371 | | | R$ | 0.0798 | |
Diluted earnings per share from: | | | 23 | | | | | | | | | |
Continuing operations | | | | | | R$ | 0.4124 | | | R$ | 0.0183 | |
The accompanying notes are an integral part of these consolidated interim financial statements
F-7
Cosan Limited
Consolidated statements of changes in equity
For the three month period ended March 31, 2018 and 2017
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Share capital | | | Additional paid-in capital | | | Accumulated other comprehensive loss | | | Retained earnings | | | Equity attributable to owners of the Company | | | Non-controlling interest | | | Total equity | |
At December 31, 2017 | | | 5,328 | | | | 3,245,543 | | | | (394,212 | ) | | | 3,182,098 | | | | 6,038,757 | | | | 11,020,656 | | | | 17,059,413 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New standards, interpretations and changes adopted by the Company—Note 3.2 | | | — | | | | — | | | | — | | | | (3,163 | ) | | | (3,163 | ) | | | (4,185 | ) | | | (7,348 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 5,328 | | | | 3,245,543 | | | | (394,212 | ) | | | 3,178,935 | | | | 6,035,594 | | | | 11,016,471 | | | | 17,052,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit for the period | | | — | | | | — | | | | — | | | | 106,304 | | | | 106,304 | | | | 134,483 | | | | 240,787 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on cash flow hedge in joint ventures | | | — | | | | — | | | | 1,940 | | | | — | | | | 1,940 | | | | 1,377 | | | | 3,317 | |
Foreign currency translation effects | | | — | | | | — | | | | (17,594 | ) | | | — | | | | (17,594 | ) | | | (6,253 | ) | | | (23,847 | ) |
Actuarial loss on defined benefit plan | | | — | | | | — | | | | (11 | ) | | | — | | | | (11 | ) | | | (43 | ) | | | (54 | ) |
Change in fair value of available for sale securities | | | — | | | | — | | | | 18 | | | | — | | | | 18 | | | | 14 | | | | 32 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | (15,647 | ) | | | 106,304 | | | | 90,657 | | | | 129,578 | | | | 220,235 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends—non-controlling interests | | | — | | | | (270 | ) | | | — | | | | — | | | | (270 | ) | | | 270 | | | | — | |
Share options exercised—Subsidiaries | | | — | | | | 9,035 | | | | — | | | | — | | | | 9,035 | | | | 6,096 | | | | 15,131 | |
Dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | (960 | ) | | | (960 | ) |
Share-based payment transactions | | | — | | | | 9,909 | | | | — | | | | — | | | | 9,909 | | | | 2,294 | | | | 12,203 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Company | | | — | | | | 18,674 | | | | — | | | | — | | | | 18,674 | | | | 7,700 | | | | 26,374 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change of shareholding interest in subsidiary | | | — | | | | (10,764 | ) | | | — | | | | — | | | | (10,764 | ) | | | 667 | | | | (10,097 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | 5,328 | | | | 3,253,453 | | | | (409,859 | ) | | | 3,285,239 | | | | 6,134,161 | | | | 11,154,416 | | | | 17,288,577 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
F-8
Cosan Limited
Consolidated statements of changes in equity
For the three month period ended March 31, 2018 and 2017
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Share capital | | | Additional paid-in capital | | | Accumulated other comprehensive loss | | | Retained earnings | | | Equity attributable to owners of the Company | | | Non-controlling interest | | | Total equity | |
At January 01, 2017 | | | 5,328 | | | | 4,051,591 | | | | (480,454 | ) | | | 2,695,998 | | | | 6,272,463 | | | | 9,737,286 | | | | 16,009,749 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit for the period | | | — | | | | — | | | | — | | | | 21,115 | | | | 21,115 | | | | (79,390 | ) | | | (58,275 | ) |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on cash flow hedge in joint ventures | | | — | | | | — | | | | 106,515 | | | | — | | | | 106,515 | | | | 64,780 | | | | 171,295 | |
Foreign currency translation effects | | | — | | | | — | | | | 13,455 | | | | — | | | | 13,455 | | | | 982 | | | | 14,437 | |
Gain on share subscription of an subsidiary | | | — | | | | — | | | | 5,598 | | | | — | | | | 5,598 | | | | 3,402 | | | | 9,000 | |
Change in fair value of available for sale securities | | | — | | | | — | | | | 81 | | | | — | | | | 81 | | | | 48 | | | | 129 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | 125,649 | | | | 21,115 | | | | 146,764 | | | | (10,178 | ) | | | 136,586 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share options exercised—Subsidiaries | | | — | | | | 10,201 | | | | — | | | | — | | | | 10,201 | | | | 5,921 | | | | 16,122 | |
Dividends—non-controlling interests | | | — | | | | (7,442 | ) | | | — | | | | — | | | | (7,442 | ) | | | 7,442 | | | | — | |
Dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | (138,665 | ) | | | (138,665 | ) |
Share-based payment transactions | | | — | | | | 1,250 | | | | — | | | | — | | | | 1,250 | | | | 1,595 | | | | 2,845 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Company | | | — | | | | 4,009 | | | | — | | | | — | | | | 4,009 | | | | (123,707 | ) | | | (119,698 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change of shareholding interest in subsidiary | | | — | | | | (154,368 | ) | | | — | | | | — | | | | (154,368 | ) | | | (120,223 | ) | | | (274,591 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | — | | | | (154,368 | ) | | | — | | | | — | | | | (154,368 | ) | | | (120,223 | ) | | | (274,591 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2017 | | | 5,328 | | | | 3,901,232 | | | | (354,805 | ) | | | 2,717,113 | | | | 6,268,868 | | | | 9,483,178 | | | | 15,752,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
F-9
Cosan Limited
Consolidated statements of cash flows
For the three month period ended March 31, 2018 and 2017
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | March 31, 2018 | | | March 31, 2017 | |
Cash flows from operating activities | | | | | | | | | | | | |
Profit (loss) before taxes | | | | | | | 323,838 | | | | (14,446 | ) |
Adjustments for: | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | 473,293 | | | | 446,556 | |
Lease and concession | | | | | | | 49,643 | | | | 49,474 | |
Interest in earnings of associates | | | 11 | | | | 2,807 | | | | (2,954 | ) |
Interest in earnings of joint ventures | | | 12 | | | | (297,657 | ) | | | (255,697 | ) |
Losses (gain) on disposals of assets | | | | | | | 2,777 | | | | (2,441 | ) |
Share-based payments | | | | | | | 12,679 | | | | 2,845 | |
Legal proceedings provision | | | | | | | 30,762 | | | | 18,355 | |
Indexation charges, interest and exchange, net | | | | | | | 549,394 | | | | 673,233 | |
Provisions for employee benefits | | | | | | | 39,578 | | | | 21,433 | |
Allowance for doubtful accounts | | | | | | | 5,930 | | | | 4,617 | |
Deferred revenue | | | | | | | (2,437 | ) | | | (2,698 | ) |
Other | | | | | | | (4,317 | ) | | | 6,983 | |
| | | | | | | | | | | | |
| | | | | | | 1,186,290 | | | | 945,260 | |
Changes in: | | | | | | | | | | | | |
Trade receivables | | | | | | | (31,035 | ) | | | 104,691 | |
Inventories | | | | | | | 21,218 | | | | 30,908 | |
Other taxes, net | | | | | | | (96,313 | ) | | | (41,041 | ) |
Related parties | | | | | | | (70,271 | ) | | | 14,110 | |
Trade payables | | | | | | | (116,593 | ) | | | (120,274 | ) |
Other financial liabilities | | | | | | | (57,970 | ) | | | 9,816 | |
Employee benefits | | | | | | | (136,970 | ) | | | (105,172 | ) |
Provision for legal proceedings | | | | | | | (29,147 | ) | | | (17,622 | ) |
Judicial deposits | | | | | | | (22,065 | ) | | | (8,205 | ) |
Post-employment benefits | | | | | | | (7,764 | ) | | | (6,827 | ) |
Cash received on sale of credit rights | | | | | | | 1,340,000 | | | | 233,570 | |
Concessions payable | | | | | | | (26,548 | ) | | | (28,096 | ) |
Other assets and liabilities, net | | | | | | | (122,530 | ) | | | (41,077 | ) |
| | | | | | | | | | | | |
| | | | | | | 644,012 | | | | 24,781 | |
| | | | | | | | | | | | |
Net cash generated by operating activities | | | | | | | 1,830,302 | | | | 970,041 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Marketable securities | | | | | | | 334,734 | | | | 399,932 | |
Restricted cash | | | | | | | 28,795 | | | | (24,145 | ) |
Dividends received from associates | | | | | | | 347 | | | | 2,464 | |
Dividends received from joint ventures | | | | | | | 408,151 | | | | 279,875 | |
Put option exercised paid | | | | | | | — | | | | (275,780 | ) |
Acquisition of subsidiary, net of cash acquired | | | | | | | (35,869 | ) | | | — | |
Acquisition of property, plant and equipment, intangible assets and investments | | | | | | | (592,365 | ) | | | (542,647 | ) |
Cash received on sale of fixed assets, and intangible assets | | | | | | | 1,123 | | | | 7,000 | |
| | | | | | | | | | | | |
Net cash generated (used in) by investing activities | | | | | | | 144,916 | | | | (153,301 | ) |
| | | | | | | | | | | | |
F-10
Cosan Limited
Consolidated statements of cash flows
For the three month period ended March 31, 2018 and 2017
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | Note | | | March 31, 2018 | | | March 31, 2017 | |
Cash flows from financing activities | | | | | | | | | | | | |
Loans and borrowings and debentures raised | | | 15 | | | | 2,176,875 | | | | 2,437,163 | |
Amortization of principal on loans, borrowings and debentures | | | 15 | | | | (1,837,194 | ) | | | (390,663 | ) |
Payment of interest on loans, borrowings and debentures | | | 15 | | | | (428,324 | ) | | | (313,265 | ) |
Derivative financial instruments | | | | | | | (9,979 | ) | | | (167,143 | ) |
Amortization of principal on financing leases | | | 16 | | | | (262,602 | ) | | | (111,071 | ) |
Payment of interest on financing leases | | | 16 | | | | (43,494 | ) | | | (80,504 | ) |
Real estate credit certificates | | | | | | | (29,439 | ) | | | (31,705 | ) |
Dividends paid | | | | | | | (37,721 | ) | | | (161,522 | ) |
Payments to redeem entity’s shares | | | | | | | (9,996 | ) | | | — | |
Share options exercised—subsidiaries | | | | | | | 15,131 | | | | 15,986 | |
| | | | | | | | | | | | |
Net cash (used in) generated by financing activities | | | | | | | (466,743 | ) | | | 1,197,276 | |
| | | | | | | | | | | | |
Increase in cash and cash equivalents | | | | | | | 1,508,475 | | | | 2,014,016 | |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of the period | | | | | | | 4,555,177 | | | | 4,499,588 | |
| | | | | | | | | | | | |
Effect of exchange rate fluctuations on cash held | | | | | | | 38,952 | | | | 30,486 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | | | | | | 6,102,604 | | | | 6,544,090 | |
| | | | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | | | |
Income taxes paid | | | | | | | 44,024 | | | | 862 | |
The accompanying notes are an integral part of these consolidated interim financial statements
F-11
Cosan Limited
Notes to the consolidated interim financial statements
(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 (“B3”) (ticker—CZLT33). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan. Cosan controls its subsidiaries Cosan S.A. (“Cosan S.A.”) and Cosan Logística S.A. (“Cosan Logística”) through a 58.16% and 72.51% 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 S.A. (“Rumo”), logistic segment (“Logistic”); (iii) Production and distribution of lubricants, through its indirect subsidiaries Cosan Lubrificantes e Especialidades S.A. (“CLE”) and Stanbridge Group Limited (“Stanbridge”), under the Mobil licensed trademark in Brazil, Bolivia, Uruguay, Paraguay and Europe market and Comma Oil & Chemicals Ltd. (“Comma”) under the Comma’s brand to the Europe and Asian market and corporate activities (“Moove”); and (iv) Other investments, in addition to the corporate structures of the Company (“Cosan Corporate”).
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 January 31, 2018, the Company received the amount of 1,340,000 related to sales of credit rights, as stated in the financial statements as of December 31, 2017.
On March 19, 2018, the Subsidiary Cosan S.A entered into a new agreement with ExxonMobil Lubricants Trading Company which grants our subsidiary Moove the exclusive production, import, distribution and marketing rights in Brazil, Bolivia, Paraguay and Uruguay of lubricants and certain other related products under the Mobil brand until November 30, 2038. This agreement will come into force on December 1, 2018.
F-12
Cosan Limited
Notes to the consolidated interim financial statements
(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). 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, 2017.
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, 2017, except for the adoption of new standards and interpretations effective as of January 1, 2018. The Company has not early adopted any other standard, interpretation or amendment that has been issued.
All own relevant information of the interim financial statements, and only they, are being highlighted, and these correspond to those used by management in its management.
These consolidated interim financial statements were authorized for issue by the Board of Directors on May 10, 2018.
Certain amounts of the comparative balances in the statements of cash flows and in the notes 5, 20, 21 and 25, were reclassified to improve the level of details of disclosures in these consolidated interim financial statements. These reclassifications had inconsequential impacts on the Company´s consolidated interim financial statements.
F-13
Cosan Limited
Notes to the consolidated interim financial statements
(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 in this consolidated interim financial statements.
3.1 | Basis of consolidation |
The consolidated statements include the accounts of Cosan and its subsidiaries. Cosan’s subsidiaries are listed below:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Directly owned subsidiaries | | | | | | | | |
Cosan Logística S.A. | | | 72.51 | % | | | 72.53 | % |
Cosan S.A. | | | 58.16 | % | | | 58.21 | % |
Interest of Cosan S.A. in its subsidiaries | | | | | | | | |
Companhia de Gás de São Paulo – Comgás | | | 79.87 | % | | | 79.87 | % |
Cosan Biomassa S.A.(i) | (ii) | | | 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(ii) | | | 100.00 | % | | | 100.00 | % |
Comma Oil Chemicals Limited | | | 100.00 | % | | | 100.00 | % |
Airport Energy Limited | | | 100.00 | % | | | 100.00 | % |
Airport Energy Services Limited | | | 100.00 | % | | | 100.00 | % |
Wessesx Petroleum Limited | | | 100.00 | % | | | 100.00 | % |
Stanbridge Group Limited | | | 100.00 | % | | | 100.00 | % |
Cosan Lubrificantes e Especialidades S.A.(ii) | | | 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 U.S., Inc. | | | 100.00 | % | | | 100.00 | % |
Ilha Terminal Distribuição de Produtos Químicos | | | 100.00 | % | | | 100.00 | % |
Pasadena Empreendimentos e Participações S.A.(ii) | | | 100.00 | % | | | 100.00 | % |
Zip Lube S.A. | | | 100.00 | % | | | 100.00 | % |
Rumo S.A. | | | 1.71 | % | | | 1.71 | % |
F-14
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Interest of Cosan Logística S.A. in its subsidiaries | | | | | | | | |
Rumo S.A. | | | 28,47 | % | | | 28.47 | % |
Logispot Armazéns Gerais S.A. | | | 14,52 | % | | | 14.52 | % |
Elevações Portuárias S.A. | | | 28,47 | % | | | 28.47 | % |
Rumo Luxembourg Sarl | | | 28,47 | % | | | 28.47 | % |
Rumo Intermodal S.A. | | | 28,47 | % | | | 28.47 | % |
Rumo Malha Oeste S.A. | | | 28,47 | % | | | 28.47 | % |
Rumo Malha Paulista S.A. | | | 28,47 | % | | | 28.47 | % |
Rumo Malha Sul S.A. | | | 28,47 | % | | | 28.47 | % |
Rumo Malha Norte S.A. | | | 28,33 | % | | | 28.33 | % |
Boswells S.A. | | | 28,47 | % | | | 28.47 | % |
Brado Holding S.A. | | | 28,47 | % | | | 28.47 | % |
ALL Serviços Ltda. | | | 28,47 | % | | | 28.47 | % |
ALL Argentina S.A. | | | 28,47 | % | | | 28.47 | % |
Paranaguá S.A. | | | 28,47 | % | | | 28.47 | % |
ALL Armazéns Gerais Ltda. | | | 28,47 | % | | | 28.47 | % |
Portofer Ltda. | | | 28,47 | % | | | 28.47 | % |
Brado Logística e Participações S.A. | | | 17,71 | % | | | 17.71 | % |
Brado Logística S.A. | | | 17,71 | % | | | 17.71 | % |
ALL Mesopotâmica S.A. | | | 20,09 | % | | | 20.09 | % |
ALL Central S.A. | | | 20,94 | % | | | 20.94 | % |
Servicios de Inversion Logistica Integrales S.A | | | 28,47 | % | | | 28.47 | % |
PGT S.A. | | | 28,47 | % | | | 28.47 | % |
(i) | The Company recorded in the year ended December 31, 2017, a put option for the repurchase of shares ofnon-controlling shareholders, according to the shareholder agreement. |
(ii) | Management has concluded that there are no material uncertainties that cast doubt on the continuity of the subsidiaries. Although they had a combined amount of uncovered liabilities of R$ 109,212 as of March 31, 2018, no events or conditions were identified that individually or collectively could raise significant doubts related to their ability to maintain their operational continuity. The subsidiaries have the financial support of the subsidiary Cosan S.A. |
F-15
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
3.2 | New standards, interpretations and changes adopted by the Company |
Although these new standards and amendment below apply for the first time in 2018, they do not have a material impact on the Company’s annual or interim consolidated financial statements. The nature and impact of each new standard or change are described below:
| a) | IFRS 15—Customer Contract Revenue |
IFRS 15 includes as a fundamental principle the recognition of revenue when goods or services are transferred to customers at the transaction price. Revenue is recognized according to this principle by applying a 5 step model:
| • | | Step 1: Identify the contracts with the customer; |
| • | | Step 2: Identify the performance obligations defined in the contract; |
| • | | Step 3: Determine the price of the transaction; |
| • | | Step 4: Allocate the price of the transaction to the performance obligations provided for in the agreement; and |
| • | | Step 5: Recognize revenue when (or as) the entity meets each performance obligation. |
When evaluating contracts with customers, the Company uses judgment to identify whether contracts can be combined, whether there are contract modifications, determine different goods and services, and whether performance obligations are satisfied over time or at a point in time, if there are implicit rebates on the contact and determine significant funding components. In addition, the Company uses estimates when determining the variable consideration and its individual sales prices when using the allocation methodology.
The Company records all its sales of goods and services only when a firm sales contract is in effect, delivery occurred or services were rendered and collection of the fixed or determinable sales price is reasonably estimate. Agreements for the sale of goods and services sometimes include multiple components. Most of the Company’s multi-component agreements involve the sale of goods and services in the Lubricants segment. The multi-component agreements usually involve an initial supply of finished products and basic oil and territorial concession and storage services. In such agreements, the selling price is determined for each component and any difference between the total of the separate selling prices and the total consideration of the contract (i.e. discount) is allocated proportionally in each of the components of the agreement. The value attributed to each component is determined objectively and is obtained, primarily, from sources such as the separate selling price for the same item, a similar item or competing prices for similar items. If such evidence is not available, we use our best estimate of selling price, which is set according to the pricing strategy of the business and considers product configuration, geography, customer type and other specific market factors. In agreements which the Company sells products that give the customer a right of return, we use our experience to estimate and arrange those returns when we record the sale. In situations where sales include customer acceptance forecasts based on objective vendor or customer criteria, we recognize revenue when we reliably demonstrate that all specified acceptance criteria have been met or when formal acceptance occurs respectively. Unless stated otherwise, we do not estimate anticipated losses before recording sales.
F-16
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The Company recognizes revenue from contracts of gas distribution services, construction revenue (under IFRIC 12) and logistics solutions. We estimate total contract revenue net of price concessions, as well as the total contract costs. For the construction revenues that are related to concession contracts, we recognize the revenue and costs at the moment of completion of the work. We routinely update our forward cost estimates for ongoing contracts and report any cumulative effects of such adjustments on current operations. We record any expected loss in these agreements when such loss it is probable. The Company recognizes revenue from logistics services in the issuance of the invoice, which is at the time of delivery of the products to Rumo to perform the service. Significant components of our revenue and cost estimates include prices and guarantees related to performance, as well as material, labor, and overhead costs. We record any expected loss in these agreements when such loss it is probable.
The Company has applied IFRS 15 in accordance with the retrospective method with cumulative transitional effect. In the evaluation of the Company, no effects of the adoption of IFRS 15, which affected these interim financial statements, were identified, except for the reclassification of commission’s expenses in the amount of R$ 18,574 to reduce the revenue previously recorded in selling expenses. In the period ended March 31, 2017, the amount of R$ 21,673 was recorded as selling expenses.
| b) | IFRS 9—Financial Instruments |
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after January 1, 2018, bringing together all three aspects of accounting for financial instruments: (i) classification and measurement; (ii) impairment; and (iii) hedge accounting.
The Company applied IFRS 9 with the initial application date of January 1, 2018, retrospectively, except as described below:
| • | | The Company has adopted the exception of notre-presenting comparative information from previous periods regarding the classification and measurement requirements (including impairment). Differences in the balances of financial assets and liabilities arising from the adoption of IFRS9 were recorded in retained earnings and reserves on January 1, 2018. Thus, the information presented for 2017 generally does not reflect the requirements of IFRS 9, but the requirements of IAS 39. |
| • | | Certain definitions were made based on the facts and circumstances existing at the date of initial application: i) determination of the business model in which a financial asset is held; ii) the designation and revocation of prior designations of certain financial assets and liabilities as measured at fair value through profit or loss. |
| • | | All hedge relationship designations in accordance with IAS 39 existing as of December 31, 2017 meet the hedging criteria in accordance with IFRS 9 as of January 1, 2018 and are therefore designated as continuing hedge relationships. |
F-17
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The effect of the adoption of IFRS 9 is as follows:
| | | | |
Assets | | | | |
Trades receivables | | R$ | (10,932 | ) |
Deferred tax | | R$ | 3,584 | |
Equity | | | | |
Retained earnings | | R$ | 7,348 | |
| (a) | Classification and measurement |
The Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Under IFRS 9, debt financial instruments are subsequently measured at fair value through profit or loss (FVPL), amortized cost, or fair value through other comprehensive income (FVOCI).
The classification is based on two criteria: the Group’s business model for managing the assets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’ on the principal amount outstanding (the “SPPI criterion”).
The Company recognizes its financial assets at amortized cost for financial assets that are kept within a business model with the objective of obtaining contractual cash flows that meet the “SPPI criterion.” This category includes trade accounts receivable, cash and cash equivalents, restricted cash, receivables from related parties, other financial assets and dividends and interest on shareholders’ equity receivable. No new measurement of financial assets was carried out.
The evaluation of the Company’s business models was carried out from the date of initial application on January 1, 2018 and retrospectively applied to financial assets that were not derecognized before January 1, 2018. The assessment of whether cash flows contractual debt instruments are solely composed of principal and interest were made based on the facts and circumstances as in the initial recognition of the assets.
The accounting of the Company’s financial liabilities remains basically the same as those of IAS 39. Similar to the requirements of IAS 39, IFRS 9 requires contingent consideration to be treated as financial instruments measured at fair value with changes in fair value recognized in profit or loss.
The embedded derivatives are not separated from the related financial asset. Instead, financial assets are classified based on their contractual terms and the Company’s business model.
The accounting of embedded derivatives in financial liabilities and innon-financial related contracts did not change from that required by IAS 39.
The adoption of IFRS 9 has fundamentally changed the Company’s accounting for impairment losses for financial assets by replacing IAS 39’s incurred loss approach with aforward-looking expected credit loss (ECL) approach.
The Company recognizes a provision for expected credit loss for its accounts receivable. The simplified standard approach is applied and the expected credit losses for the entire life of the asset are calculated. The Company has established a provisioning matrix that is based on the historical experience of credit loss of each business segment, adjusted for specific prospective factors for the debtors and for the economic environment.
The adoption of the expected credit loss requirements of IFRS 9 resulted in a rise in the Company’s provisions for losses of R$ 10,932. The rise in the provision resulted in adjustment to retained earnings in the amount of R$ 7,348.
F-18
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The Company applied the changes of hedge accounting prospectively. At the date of initial application, all of the Company’s existing hedging relationships were eligible to be treated as continuing hedging relationships. Consistent with previous periods, the Company continued to designate the change in the fair value of the entire forward contract in the Company’s cash flow hedge relationships and, as such, the adoption of the hedge accounting requirements of IFRS 9 had no significant impact on the Company’s consolidated interim financial statements.
According to IAS 39, all gains and losses arising from the Company’s cash flow hedge relationships were eligible to be subsequently reclassified to income. However, in accordance with IFRS 9, the gains and losses resulting from cash flow hedge of the expected purchases ofnon-financial assets need to be incorporated into the initial book values ofnon-financial assets. Therefore, after the adoption of IFRS 9, the net cash flow hedge gain or loss was presented under “Other comprehensive income not being reclassified to income”. This amendment applies only prospectively from the date of initial application of IFRS 9 and has no impact on the presentation of comparative figures.
In the evaluation of the Company, in terms of hedge accounting, no effects of its adoption were identified in this interim financial statement.
During the period ended March 31, 2018, the Company carried out the following transactions that did not involve cash and are therefore not reflected in the statement of cash flows:
| • | | Forward purchase of assets for the construction of the distribution network in the amount of R$ 14,734; |
| • | | Capital increase in subsidiary Cosan Lubrificantes e Especialidades S.A, with payment in installments, to be settle during the year, in the amount of R$ 65,000; and. |
| • | | Forward purchase of property, plant and equipment in the amount of R$ 590. |
F-19
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
4 | New standards and interpretations not yet effective |
The follow standard is effective for annual periods beginning after January 1, 2019, however The Company has not early adopted it in preparing these consolidated interim financial statements.
IFRS 16 introduces a single model for the accounting of leases in the balance sheet for tenants. A lessee recognizes a right of use asset that represents his right to use the leased asset and a lease liability that represents his obligation to make lease payments. Optional exemptions are available for short-term leases and low value items. The lessor’s accounting remains similar to the current standard, that is, lessors continue to classify leases as financial or operating.
IFRS 16 replaces existing lease standards, including IAS 17 Leasing Operations and IFRIC 4, SIC 15 and SIC 27 Complementary Aspects of Leasing Operations.
The standard is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted only for financial statements in accordance with IFRSs and only for entities that apply IFRS 15 Revenue from Contracts with Customers or before the date of initial application of IFRS 16.
The Company began an initial assessment of the potential impact on its financial statements. So far, the most significant impact identified is that the subsidiary Rumo will recognize new assets and liabilities for its operating leases. In thejointly-owned subsidiary Raízen, it is expected to have significant impacts on land leases. In addition, the nature of the expenses related to these leases will be changed, since IFRS 16 replaces the line operating lease expense due to depreciation of the right of use and interest on the lease liabilities. The Company has not yet decided whether to use the optional exemptions.
As a lessee, the Company may apply the standard using a:
| i. | Retrospective approach; or |
| ii. | Modified retrospective approach with optional practical expedients. |
The lessee will apply this choice consistently to all of its leases. The Company should apply IFRS 16 initially on January 1, 2019. The Company has not yet determined which transition approach to apply.
The Company has not yet quantified the impact of adopting IFRS 16 on its assets and liabilities. The quantitative effect of the adoption of IFRS 16 will depend specifically on the transition method chosen, the use of practical expedients and recognition exemptions, and any additional leases that the Company will enter into. The Company expects to disclose its transition approach and quantitative information prior to adoption.
There are no other IFRS standards or IFRIC interpretations that have not come into effect and are expected to have a material impact on the Company.
F-20
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The following segment information is used by Cosan’s senior management (the “Chief Operating Decision Maker”) to assess the performance of the operating segments and to make decisions with regards to the allocation of resources. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Cosan evaluates the performance of its operating segments based on the measure of Earnings Before Interest Tax, Depreciation and Amortization (“EBITDA”). A reconciliation of EBITDA to profit (loss) is presented below.
Reported segments
| i. | Raízen Energia: production and marketing of a variety of products derived from sugar cane, including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to energy cogeneration from sugarcane bagasse. In addition, this segment holds interests in companies engaged in research and development on new technology; |
| ii. | Raízen Combustíveis: distribution and marketing of fuels, mainly through a franchised network of service stations under the brand Shell throughout Brazil; |
| iii. | Comgás: distribution of piped natural gas to part of the State of São Paulo (approximately 180 municipalities, including the region called Greater São Paulo) to customers in the industrial, residential, commercial, automotive, thermos generation and cogeneration sectors; |
| iv. | Logistic: logistics services for transport, storage and port loading of commodities, mainly for sugar products, leasing or lending of locomotives, wagons and other railway equipment; and |
| v. | Moove: production and distribution of lubricants, through its indirect subsidiaries Cosan Lubrificantes e Especialidades S.A. (“CLE”) and Stanbridge Group Limited (“Stanbridge”), under the Mobil licensed trademark in Brazil, Bolivia, Uruguay, Paraguay and Europe market, and Comma Oil & Chemicals Ltd. (“Comma”) under the Comma’s brand to the Europe and Asian market and corporate activities (“Moove”). |
Reconciliation
| vi. | Cosan Corporate:other investments, in addition to the corporate activities of the Company. The Cosan Corporate segment’s includes the subsidiaries responsible for raising funds for the group. |
Although Raízen Energia and Raízen Combustíveis are equity accounted joint ventures and are no longer proportionally consolidated since adoption of IFRS 11, senior management continues to review segment information. A reconciliation of these segments is presented in the column “Deconsolidated effects IFRS 11.”
The following statement of financial position and profit or loss selected information by segment was prepared on the same basis as the accounting practices used in the preparation of consolidated information:
F-21
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment eliminations / adjustments | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 4,512,938 | | | | 19,494,972 | | | | 1,430,876 | | | | 724,572 | | | | 1,396,683 | | | | 400 | | | | (24,007,910 | ) | | | (9,103 | ) | | | 3,543,428 | | | | 2,155,842 | | | | 1,396,683 | |
Domestic market | | | 2,926,654 | | | | 19,494,972 | | | | 1,430,876 | | | | 710,294 | | | | 1,350,752 | | | | 400 | | | | (22,421,626 | ) | | | (9,103 | ) | | | 3,483,219 | | | | 2,141,564 | | | | 1,350,752 | |
External market | | | 1,586,284 | | | | — | | | | — | | | | 14,278 | | | | 45,931 | | | | — | | | | (1,586,284 | ) | | | — | | | | 60,209 | | | | 14,278 | | | | 45,931 | |
Cost of sales | | | (3,945,052 | ) | | | (18,521,684 | ) | | | (942,432 | ) | | | (578,497 | ) | | | (1,000,714 | ) | | | (140 | ) | | | 22,466,736 | | | | 9,103 | | | | (2,512,680 | ) | | | (1,521,062 | ) | | | (1,000,714 | ) |
Gross profit | | | 567,886 | | | | 973,288 | | | | 488,444 | | | | 146,075 | | | | 395,969 | | | | 260 | | | | (1,541,174 | ) | | | — | | | | 1,030,748 | | | | 634,780 | | | | 395,969 | |
Selling expenses | | | (155,094 | ) | | | (345,102 | ) | | | (154,465 | ) | | | (86,776 | ) | | | (3,828 | ) | | | — | | | | 500,196 | | | | — | | | | (245,069 | ) | | | (241,241 | ) | | | (3,828 | ) |
General and administrative expenses | | | (173,414 | ) | | | (135,328 | ) | | | (76,772 | ) | | | (22,643 | ) | | | (69,615 | ) | | | (44,320 | ) | | | 308,742 | | | | — | | | | (213,350 | ) | | | (128,801 | ) | | | (69,615 | ) |
Other income (expense), net | | | 108,456 | | | | 99,384 | | | | (252 | ) | | | (1,109 | ) | | | (4,396 | ) | | | (16,904 | ) | | | (207,840 | ) | | | — | | | | (22,661 | ) | | | (18,265 | ) | | | (4,396 | ) |
Financial results | | | (36,292 | ) | | | (72,366 | ) | | | (21,631 | ) | | | (9,032 | ) | | | (348,825 | ) | | | (141,192 | ) | | | 108,658 | | | | — | | | | (520,680 | ) | | | (107,456 | ) | | | (348,825 | ) |
Finance expense | | | (198,882 | ) | | | 5,972 | | | | (96,864 | ) | | | (7,128 | ) | | | (342,905 | ) | | | (54,525 | ) | | | 192,910 | | | | 1,538 | | | | (499,884 | ) | | | (112,538 | ) | | | (342,905 | ) |
Finance income | | | 138,776 | | | | 48,796 | | | | 73,331 | | | | 2,967 | | | | 75,599 | | | | 38,490 | | | | (187,572 | ) | | | (1,538 | ) | | | 188,849 | | | | 115,690 | | | | 75,599 | |
Foreign exchange losses, net | | | 6,344 | | | | (87,080 | ) | | | 5,415 | | | | (1,833 | ) | | | (12,973 | ) | | | (66,566 | ) | | | 80,736 | | | | — | | | | (75,957 | ) | | | (38,086 | ) | | | (12,973 | ) |
Derivatives | | | 17,470 | | | | (40,054 | ) | | | (3,513 | ) | | | (3,038 | ) | | | (68,546 | ) | | | (58,591 | ) | | | 22,584 | | | | — | | | | (133,688 | ) | | | (72,522 | ) | | | (68,546 | ) |
Interest in earnings of associates | | | (4,158 | ) | | | — | | | | — | | | | (5,059 | ) | | | 1,380 | | | | 326,998 | | | | 4,158 | | | | (326,126 | ) | | | (2,807 | ) | | | (4,191 | ) | | | 1,380 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 297,657 | | | | — | | | | — | | | | 297,657 | | | | 297,657 | | | | — | |
Income tax (expense) benefit | | | (72,394 | ) | | | (142,856 | ) | | | (76,348 | ) | | | (8,478 | ) | | | (28,385 | ) | | | 30,160 | | | | 215,250 | | | | — | | | | (83,051 | ) | | | (54,769 | ) | | | (28,385 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | 234,990 | | | | 377,020 | | | | 158,976 | | | | 12,978 | | | | (57,700 | ) | | | 452,659 | | | | (612,010 | ) | | | (326,126 | ) | | | 240,787 | | | | 377,714 | | | | (57,700 | ) |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | 234,976 | | | | 361,806 | | | | 126,978 | | | | 12,978 | | | | (16,225 | ) | | | 448,101 | | | | (596,782 | ) | | | (465,528 | ) | | | 106,304 | | | | 345,716 | | | | (16,225 | ) |
Non-controlling interests | | | 14 | | | | 15,214 | | | | 31,998 | | | | — | | | | (41,475 | ) | | | 4,558 | | | | (15,228 | ) | | | 139,402 | | | | 134,483 | | | | 31,998 | | | | (41,475 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 234,990 | | | | 377,020 | | | | 158,976 | | | | 12,978 | | | | (57,700 | ) | | | 452,659 | | | | (612,010 | ) | | | (326,126 | ) | | | 240,787 | | | | 377,714 | | | | (57,700 | ) |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 611,588 | | | | 70,203 | | | | 117,416 | | | | 20,853 | | | | 331,120 | | | | 3,904 | | | | (681,791 | ) | | | — | | | | 473,293 | | | | 142,102 | | | | 331,120 | |
EBITDA | | | 955,264 | | | | 662,445 | | | | 374,371 | | | | 51,341 | | | | 650,630 | | | | 567,595 | | | | (1,617,709 | ) | | | (326,126 | ) | | | 1,317,811 | | | | 682,041 | | | | 650,630 | |
Additions to PP&E, intangible and biological assets | | | 1,016,207 | | | | 88,767 | | | | 97,201 | | | | 11,198 | | | | 483,743 | | | | 223 | | | | (1,104,974 | ) | | | — | | | | 592,365 | | | | 108,479 | | | | 483,743 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 234,990 | | | | 377,020 | | | | 158,976 | | | | 12,978 | | | | (57,700 | ) | | | 452,659 | | | | (612,010 | ) | | | (326,126 | ) | | | 240,787 | | | | 377,714 | | | | (57,700 | ) |
Income tax and social contribution | | | 72,394 | | | | 142,856 | | | | 76,348 | | | | 8,478 | | | | 28,385 | | | | (30,160 | ) | | | (215,250 | ) | | | — | | | | 83,051 | | | | 54,769 | | | | 28,385 | |
Financial result, net | | | 36,292 | | | | 72,366 | | | | 21,631 | | | | 9,032 | | | | 348,825 | | | | 141,192 | | | | (108,658 | ) | | | — | | | | 520,680 | | | | 107,456 | | | | 348,825 | |
Depreciation and amortization | | | 611,588 | | | | 70,203 | | | | 117,416 | | | | 20,853 | | | | 331,120 | | | | 3,904 | | | | (681,791 | ) | | | — | | | | 473,293 | | | | 142,102 | | | | 331,120 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 955,264 | | | | 662,445 | | | | 374,371 | | | | 51,341 | | | | 650,630 | | | | 567,595 | | | | (1,617,709 | ) | | | (326,126 | ) | | | 1,317,811 | | | | 682,041 | | | | 650,630 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-22
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2017 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment eliminations / adjustments | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 2,913,237 | | | | 17,698,154 | | | | 1,146,266 | | | | 446,697 | | | | 1,199,174 | | | | 179 | | | | (20,611,391 | ) | | | (6,584 | ) | | | 2,785,732 | | | | 1,593,142 | | | | 1,199,174 | |
Domestic market | | | 1,616,999 | | | | 17,698,154 | | | | 1,146,266 | | | | 432,171 | | | | 1,115,593 | | | | 179 | | | | (19,315,153 | ) | | | (6,584 | ) | | | 2,687,625 | | | | 1,578,616 | | | | 1,115,593 | |
External market | | | 1,296,238 | | | | — | | | | — | | | | 14,526 | | | | 83,581 | | | | — | | | | (1,296,238 | ) | | | — | | | | 98,107 | | | | 14,526 | | | | 83,581 | |
Cost of sales | | | (2,232,144 | ) | | | (16,746,925 | ) | | | (720,119 | ) | | | (313,987 | ) | | | (930,852 | ) | | | (1,067 | ) | | | 18,979,069 | | | | 6,584 | | | | (1,959,441 | ) | | | (1,035,174 | ) | | | (930,852 | ) |
Gross profit | | | 681,093 | | | | 951,229 | | | | 426,147 | | | | 132,710 | | | | 268,322 | | | | (888 | ) | | | (1,632,322 | ) | | | — | | | | 826,291 | | | | 557,968 | | | | 268,322 | |
Selling expenses | | | (144,302 | ) | | | (314,101 | ) | | | (167,787 | ) | | | (87,389 | ) | | | (2,355 | ) | | | (51 | ) | | | 458,403 | | | | — | | | | (257,582 | ) | | | (255,228 | ) | | | (2,355 | ) |
General and administrative expenses | | | (158,760 | ) | | | (116,242 | ) | | | (77,113 | ) | | | (20,219 | ) | | | (63,308 | ) | | | (46,734 | ) | | | 275,002 | | | | — | | | | (207,374 | ) | | | (136,917 | ) | | | (63,308 | ) |
Other income (expense), net | | | (85,294 | ) | | | (45,777 | ) | | | (581 | ) | | | 148 | | | | (2,194 | ) | | | (13,413 | ) | | | 131,071 | | | | — | | | | (16,040 | ) | | | (13,846 | ) | | | (2,194 | ) |
Financial results | | | 135,062 | | | | (172,116 | ) | | | (41,424 | ) | | | (19,799 | ) | | | (451,212 | ) | | | (105,957 | ) | | | 37,054 | | | | — | | | | (618,392 | ) | | | (135,038 | ) | | | (451,212 | ) |
Finance expense | | | (220,245 | ) | | | (50,271 | ) | | | (215,023 | ) | | | (7,288 | ) | | | (488,386 | ) | | | (187,535 | ) | | | 270,516 | | | | — | | | | (898,232 | ) | | | (423,559 | ) | | | (488,386 | ) |
Finance income | | | 173,965 | | | | 44,600 | | | | 173,777 | | | | 3,923 | | | | 43,645 | | | | 61,664 | | | | (218,565 | ) | | | — | | | | 283,009 | | | | 266,726 | | | | 43,645 | |
Foreign exchange losses, net | | | (25,387 | ) | | | 109,220 | | | | 28,714 | | | | 3,921 | | | | 494 | | | | 85,759 | | | | (83,833 | ) | | | — | | | | 118,888 | | | | 136,888 | | | | 494 | |
Derivatives | | | 206,729 | | | | (275,665 | ) | | | (28,892 | ) | | | (20,355 | ) | | | (6,965 | ) | | | (65,845 | ) | | | 68,936 | | | | — | | | | (122,057 | ) | | | (115,093 | ) | | | (6,965 | ) |
Interest in earnings of associates | | | (37,277 | ) | | | — | | | | — | | | | (1,579 | ) | | | 1,746 | | | | 132,735 | | | | 37,277 | | | | (129,948 | ) | | | 2,954 | | | | 1,208 | | | | 1,746 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 255,697 | | | | — | | | | — | | | | 255,697 | | | | 255,697 | | | | — | |
Income tax (expense) benefit | | | (77,576 | ) | | | (89,400 | ) | | | (55,714 | ) | | | (2,738 | ) | | | 175 | | | | 14,448 | | | | 166,976 | | | | — | | | | (43,829 | ) | | | (37,341 | ) | | | 175 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | 312,946 | | | | 213,593 | | | | 83,528 | | | | 1,134 | | | | (248,826 | ) | | | 235,837 | | | | (526,539 | ) | | | (129,948 | ) | | | (58,275 | ) | | | 236,503 | | | | (248,826 | ) |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | 312,946 | | | | 199,895 | | | | 52,343 | | | | 1,134 | | | | (70,922 | ) | | | 226,427 | | | | (512,841 | ) | | | (187,867 | ) | | | 21,115 | | | | 205,315 | | | | (70,922 | ) |
Non-controlling interests | | | — | | | | 13,698 | | | | 31,185 | | | | — | | | | (177,904 | ) | | | 9,410 | | | | (13,698 | ) | | | 57,919 | | | | (79,390 | ) | | | 31,188 | | | | (177,904 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 312,946 | | | | 213,593 | | | | 83,528 | | | | 1,134 | | | | (248,826 | ) | | | 235,837 | | | | (526,539 | ) | | | (129,948 | ) | | | (58,275 | ) | | | 236,503 | | | | (248,826 | ) |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 448,732 | | | | 150,170 | | | | 132,748 | | | | 19,652 | | | | 290,027 | | | | 4,190 | | | | (598,902 | ) | | | — | | | | 446,617 | | | | 156,590 | | | | 290,027 | |
EBITDA | | | 704,192 | | | | 625,279 | | | | 313,414 | | | | 43,323 | | | | 492,238 | | | | 331,536 | | | | (1,329,471 | ) | | | (129,948 | ) | | | 1,050,563 | | | | 565,472 | | | | 492,238 | |
Additions to PP&E, intangible and biological assets | | | 889,745 | | | | 258,825 | | | | 68,720 | | | | 1,736 | | | | 471,883 | | | | 308 | | | | (1,148,570 | ) | | | — | | | | 542,647 | | | | 70,764 | | | | 471,883 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 312,946 | | | | 213,593 | | | | 83,528 | | | | 1,134 | | | | (248,826 | ) | | | 235,837 | | | | (526,539 | ) | | | (129,948 | ) | | | (58,275 | ) | | | 236,503 | | | | (248,826 | ) |
Income tax and social contribution | | | 77,576 | | | | 89,400 | | | | 55,714 | | | | 2,738 | | | | (175 | ) | | | (14,448 | ) | | | (166,976 | ) | | | — | | | | 43,829 | | | | 37,341 | | | | (175 | ) |
Financial result, net | | | (135,062 | ) | | | 172,116 | | | | 41,424 | | | | 19,799 | | | | 451,212 | | | | 105,957 | | | | (37,054 | ) | | | — | | | | 618,392 | | | | 135,038 | | | | 451,212 | |
Depreciation and amortization | | | 448,732 | | | | 150,170 | | | | 132,748 | | | | 19,652 | | | | 290,027 | | | | 4,190 | | | | (598,902 | ) | | | — | | | | 446,617 | | | | 156,590 | | | | 290,027 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 704,192 | | | | 625,279 | | | | 313,414 | | | | 43,323 | | | | 492,238 | | | | 331,536 | | | | (1,329,471 | ) | | | (129,948 | ) | | | 1,050,563 | | | | 565,472 | | | | 492,238 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-23
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
Statement of financial position: | | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Cash and cash equivalents | | | 3,321,777 | | | | 1,420,336 | | | | 1,484,686 | | | | 190,406 | | | | 1,689,411 | | | | 2,738,101 | | | | (4,742,113 | ) | | | — | | | | 6,102,604 | | | | 3,963,908 | | | | 1,689,411 | |
Marketable securities | | | — | | | | — | | | | 377,107 | | | | 21,294 | | | | 2,616,708 | | | | 533,944 | | | | — | | | | — | | | | 3,549,053 | | | | 932,173 | | | | 2,616,708 | |
Trade receivables | | | 602,365 | | | | 2,602,258 | | | | 634,013 | | | | 367,739 | | | | 371,343 | | | | 11 | | | | (3,204,623 | ) | | | — | | | | 1,373,106 | | | | 1,001,763 | | | | 371,343 | |
Derivative financial instruments | | | 486,079 | | | | 103,416 | | | | 388,541 | | | | 2,978 | | | | 87,546 | | | | 530,380 | | | | (589,495 | ) | | | — | | | | 1,009,445 | | | | 914,109 | | | | 87,546 | |
Inventories | | | 740,435 | | | | 1,882,353 | | | | 71,451 | | | | 276,958 | | | | 294,608 | | | | 2,345 | | | | (2,622,788 | ) | | | — | | | | 645,362 | | | | 350,754 | | | | 294,608 | |
Other financial assets | | | 430,631 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (430,631 | ) | | | — | | | | — | | | | 351,529 | | | | — | |
Other current assets | | | 2,332,349 | | | | 1,724,616 | | | | 294,379 | | | | 68,916 | | | | 525,330 | | | | 708,142 | | | | (4,056,965 | ) | | | (433,228 | ) | | | 1,163,539 | | | | 676,668 | | | | 525,330 | |
Othernon-current assets | | | 3,359,487 | | | | 2,842,820 | | | | 351,928 | | | | 73,465 | | | | 2,703,239 | | | | 1,076,616 | | | | (6,202,307 | ) | | | (1,237 | ) | | | 4,204,011 | | | | 1,496,032 | | | | 2,703,239 | |
Investments in associates | | | 346,461 | | | | — | | | | — | | | | 6,998 | | | | 40,709 | | | | 12,170,646 | | | | (346,461 | ) | | | (11,922,483 | ) | | | 295,870 | | | | 255,162 | | | | 40,709 | |
Investments in joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,381,775 | | | | — | | | | — | | | | 8,381,775 | | | | 8,381,775 | | | | — | |
Biological assets | | | 947,815 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (947,815 | ) | | | — | | | | — | | | | — | | | | — | |
Property, plant and equipment | | | 11,634,189 | | | | 2,318,208 | | | | — | | | | 269,031 | | | | 11,450,162 | | | | 141,684 | | | | (13,952,397 | ) | | | — | | | | 11,860,877 | | | | 407,667 | | | | 11,450,162 | |
Intangible assets and goodwill | | | 3,600,775 | | | | 2,684,024 | | | | 8,460,064 | | | | 873,615 | | | | 7,590,534 | | | | 4,980 | | | | (6,284,799 | ) | | | — | | | | 16,929,193 | | | | 9,338,618 | | | | 7,590,534 | |
Loans, borrowings and debentures | | | (10,761,097 | ) | | | (2,737,672 | ) | | | (3,783,922 | ) | | | (678,497 | ) | | | (11,283,087 | ) | | | (6,231,224 | ) | | | 13,498,769 | | | | — | | | | (21,976,730 | ) | | | (9,045,177 | ) | | | (11,283,087 | ) |
Derivative financial instruments | | | (241,351 | ) | | | (188,237 | ) | | | — | | | | (9,073 | ) | | | (6,944 | ) | | | (75,565 | ) | | | 429,588 | | | | — | | | | (91,582 | ) | | | (84,638 | ) | | | (6,944 | ) |
Trade payables | | | (2,007,102 | ) | | | (1,741,699 | ) | | | (1,467,788 | ) | | | (371,333 | ) | | | (512,390 | ) | | | (4,478 | ) | | | 3,748,801 | | | | — | | | | (2,355,989 | ) | | | (1,843,576 | ) | | | (512,390 | ) |
Real estate credit certificates | | | — | | | | — | | | | — | | | | — | | | | (59,514 | ) | | | — | | | | — | | | | — | | | | (59,514 | ) | | | — | | | | (59,514 | ) |
Employee benefits payable | | | (429,569 | ) | | | (123,922 | ) | | | (31,394 | ) | | | (17,566 | ) | | | (128,521 | ) | | | (17,359 | ) | | | 553,491 | | | | — | | | | (194,840 | ) | | | (66,255 | ) | | | (128,521 | ) |
Preferred shareholders payable in subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,464,513 | ) | | | — | | | | — | | | | (1,464,513 | ) | | | (1,464,514 | ) | | | — | |
Lease | | | — | | | | — | | | | — | | | | — | | | | (716,281 | ) | | | — | | | | — | | | | — | | | | (716,281 | ) | | | — | | | | (716,281 | ) |
Other current liabilities | | | (934,614 | ) | | | (1,476,224 | ) | | | (167,531 | ) | | | (200,030 | ) | | | (688,238 | ) | | | (1,132,632 | ) | | | 2,410,838 | | | | 434,373 | | | | (1,754,058 | ) | | | (1,246,958 | ) | | | (688,238 | ) |
Othernon-current liabilities | | | (1,360,892 | ) | | | (4,322,054 | ) | | | (1,919,516 | ) | | | (170,328 | ) | | | (6,004,873 | ) | | | (1,605,402 | ) | | | 5,682,946 | | | | 87,368 | | | | (9,612,751 | ) | | | (3,660,197 | ) | | | (6,004,873 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 12,067,738 | | | | 4,988,223 | | | | 4,692,018 | | | | 704,573 | | | | 7,969,742 | | | | 15,757,451 | | | | (17,055,961 | ) | | | (11,835,207 | ) | | | 17,288,577 | | | | 10,658,843 | | | | 7,969,742 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 27,802,363 | | | | 15,578,031 | | | | 12,062,169 | | | | 2,151,400 | | | | 27,369,590 | | | | 26,288,624 | | | | (43,380,394 | ) | | | (12,356,948 | ) | | | 55,514,835 | | | | 28,070,158 | | | | 27,369,590 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Equity attributable to owners of the Company | | | 12,068,707 | | | | 4,761,524 | | | | 3,810,644 | | | | 704,573 | | | | 2,197,222 | | | | 15,752,697 | | | | (16,830,231 | ) | | | (16,330,975 | ) | | | 6,134,161 | | | | 9,777,469 | | | | 2,197,222 | |
Non-controlling interests | | | (969 | ) | | | 226,699 | | | | 881,374 | | | | — | | | | 5,772,520 | | | | 4,754 | | | | (225,730 | ) | | | 4,495,768 | | | | 11,154,416 | | | | 881,374 | | | | 5,772,520 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 12,067,738 | | | | 4,988,223 | | | | 4,692,018 | | | | 704,573 | | | | 7,969,742 | | | | 15,757,451 | | | | (17,055,961 | ) | | | (11,835,207 | ) | | | 17,288,577 | | | | 10,658,843 | | | | 7,969,742 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-24
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2017 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
Statement of financial position: | | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects IFRS 11 | | | Segment elimination | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Cash and cash equivalents | | | 2,069,357 | | | | 1,221,890 | | | | 1,727,521 | | | | 192,115 | | | | 179,909 | | | | 2,455,632 | | | | (3,291,247 | ) | | | — | | | | 4,555,177 | | | | 3,150,328 | | | | 179,909 | |
Marketable securities | | | — | | | | — | | | | 509,544 | | | | 5,439 | | | | 3,153,160 | | | | 185,200 | | | | — | | | | — | | | | 3,853,343 | | | | 700,035 | | | | 3,153,160 | |
Trade receivables | | | 688,235 | | | | 2,679,114 | | | | 640,682 | | | | 310,006 | | | | 371,718 | | | | 14 | | | | (3,367,349 | ) | | | — | | | | 1,322,420 | | | | 950,701 | | | | 371,718 | |
Derivative financial instruments | | | 453,775 | | | | 88,496 | | | | 458,476 | | | | 2,581 | | | | 110,107 | | | | 591,049 | | | | (542,271 | ) | | | — | | | | 1,162,213 | | | | 1,052,105 | | | | 110,107 | |
Inventories | | | 2,804,223 | | | | 2,416,833 | | | | 76,548 | | | | 301,850 | | | | 282,291 | | | | 2,372 | | | | (5,221,056 | ) | | | — | | | | 663,061 | | | | 380,770 | | | | 282,291 | |
Other financial assets | | | 476,181 | | | | — | | | | — | | | | — | | | | — | | | | 1,340,000 | | | | (476,181 | ) | | | — | | | | 1,340,000 | | | | 1,686,718 | | | | — | |
Other current assets | | | 2,114,733 | | | | 1,406,945 | | | | 155,815 | | | | 98,419 | | | | 438,369 | | | | 900,345 | | | | (3,521,678 | ) | | | (566,122 | ) | | | 1,026,826 | | | | 626,672 | | | | 438,369 | |
Othernon-current assets | | | 3,373,565 | | | | 1,335,986 | | | | 356,962 | | | | 70,055 | | | | 2,770,618 | | | | 1,100,740 | | | | (4,709,551 | ) | | | (1,230 | ) | | | 4,297,145 | | | | 1,521,810 | | | | 2,770,618 | |
Investments in associates | | | 348,523 | | | | — | | | | — | | | | 12,113 | | | | 41,930 | | | | 11,862,366 | | | | (348,523 | ) | | | (11,615,067 | ) | | | 301,342 | | | | 259,412 | | | | 41,930 | |
Investments in joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,447,799 | | | | — | | | | — | | | | 8,447,799 | | | | 8,447,799 | | | | — | |
Biological assets | | | 880,668 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (880,668 | ) | | | — �� | | | | — | | | | — | | | | — | |
Investment property | | | 10,753,205 | | | | 2,329,858 | | | | — | | | | 270,229 | | | | 11,266,278 | | | | 145,068 | | | | (13,083,063 | ) | | | — | | | | 11,681,575 | | | | 412,325 | | | | 11,266,278 | |
Intangible assets and goodwill | | | 3,669,903 | | | | 4,600,777 | | | | 8,471,087 | | | | 873,924 | | | | 7,622,969 | | | | 5,630 | | | | (8,270,680 | ) | | | — | | | | 16,973,610 | | | | 9,350,598 | | | | 7,622,969 | |
Loans, borrowings and debentures | | | (10,853,768 | ) | | | (2,741,312 | ) | | | (4,212,504 | ) | | | (589,292 | ) | | | (9,670,946 | ) | | | (7,216,204 | ) | | | 13,595,080 | | | | — | | | | (21,688,946 | ) | | | (9,674,994 | ) | | | (9,670,946 | ) |
Derivative financial instruments | | | (250,033 | ) | | | (218,888 | ) | | | — | | | | (8,293 | ) | | | — | | | | (106,792 | ) | | | 468,921 | | | | — | | | | (115,085 | ) | | | (114,531 | ) | | | — | |
Trade payables | | | (1,341,867 | ) | | | (2,124,538 | ) | | | (1,444,835 | ) | | | (353,474 | ) | | | (628,597 | ) | | | (7,089 | ) | | | 3,466,405 | | | | — | | | | (2,433,995 | ) | | | (1,805,385 | ) | | | (628,597 | ) |
Real estate credit certificates | | | — | | | | — | | | | — | | | | — | | | | (86,745 | ) | | | — | | | | — | | | | — | | | | (86,745 | ) | | | — | | | | (86,745 | ) |
Employee benefits payable | | | (356,155 | ) | | | (94,158 | ) | | | (59,059 | ) | | | (34,125 | ) | | | (166,864 | ) | | | (31,032 | ) | | | 450,313 | | | | — | | | | (291,080 | ) | | | (124,017 | ) | | | (166,864 | ) |
Preferred shareholders payable in subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,442,679 | ) | | | — | | | | — | | | | (1,442,679 | ) | | | (1,442,679 | ) | | | — | |
Leases | | | — | | | | — | | | | — | | | | — | | | | (944,138 | ) | | | — | | | | — | | | | — | | | | (944,138 | ) | | | — | | | | (944,138 | ) |
Other current liabilities | | | (1,412,872 | ) | | | (1,387,037 | ) | | | (358,430 | ) | | | (237,302 | ) | | | (778,049 | ) | | | (1,237,815 | ) | | | 2,799,909 | | | | 567,352 | | | | (2,044,244 | ) | | | (1,449,477 | ) | | | (778,049 | ) |
Othernon-current liabilities | | | (1,345,322 | ) | | | (4,392,359 | ) | | | (1,782,718 | ) | | | (212,710 | ) | | | (5,938,422 | ) | | | (1,663,907 | ) | | | 5,737,681 | | | | 79,571 | | | | (9,518,186 | ) | | | (3,630,926 | ) | | | (5,938,422 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 12,072,351 | | | | 5,121,607 | | | | 4,539,089 | | | | 701,535 | | | | 8,023,588 | | | | 15,330,697 | | | | (17,193,958 | ) | | | (11,535,496 | ) | | | 17,059,413 | | | | 10,297,264 | | | | 8,023,588 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 27,632,368 | | | | 16,079,899 | | | | 12,396,635 | | | | 2,136,731 | | | | 26,237,349 | | | | 27,036,215 | | | | (43,712,267 | ) | | | (12,182,419 | ) | | | 55,624,511 | | | | 28,539,273 | | | | 26,237,349 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributable to owners of the Company | | | 12,073,314 | | | | 4,888,966 | | | | 3,688,494 | | | | 701,535 | | | | 2,211,005 | | | | 15,330,321 | | | | (16,962,280 | ) | | | (15,892,598 | ) | | | 6,038,757 | | | | 9,446,669 | | | | 2,211,005 | |
Non-controlling interests | | | (963 | ) | | | 232,641 | | | | 850,595 | | | | — | | | | 5,812,583 | | | | 376 | | | | (231,678 | ) | | | 4,357,102 | | | | 11,020,656 | | | | 850,595 | | | | 5,812,583 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 12,072,351 | | | | 5,121,607 | | | | 4,539,089 | | | | 701,535 | | | | 8,023,588 | | | | 15,330,697 | | | | (17,193,958 | ) | | | (11,535,496 | ) | | | 17,059,413 | | | | 10,297,264 | | | | 8,023,588 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-25
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Net sales by segment:
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Reported segment | | | | | | | | |
Raízen Energia | | | | | | | | |
Ethanol | | | 2,423,694 | | | | 1,530,562 | |
Sugar | | | 1,350,250 | | | | 1,291,726 | |
Gas | | | 121,722 | | | | — | |
Cogeneration | | | 108,995 | | | | 41,098 | |
Other | | | 508,277 | | | | 49,851 | |
| | | | | | | | |
| | | 4,512,938 | | | | 2,913,237 | |
Raízen Combustíveis | | | | | | | | |
Fuels | | | 19,494,972 | | | | 17,698,154 | |
| | | | | | | | |
| | | 19,494,972 | | | | 17,698,154 | |
Comgás | | | | | | | | |
Industrial | | | 941,881 | | | | 760,263 | |
Residential | | | 190,196 | | | | 151,485 | |
Cogeneration | | | 58,675 | | | | 47,723 | |
Automotive | | | 55,194 | | | | 51,256 | |
Commercial | | | 81,550 | | | | 67,679 | |
Construction revenue | | | 89,493 | | | | 56,327 | |
Other | | | 13,887 | | | | 11,533 | |
| | | | | | | | |
| | | 1,430,876 | | | | 1,146,266 | |
Moove | | | | | | | | |
Finished goods | | | 646,081 | | | | 381,223 | |
Basic oil | | | 71,009 | | | | 57,521 | |
Services | | | 7,482 | | | | 7,953 | |
| | | | | | | | |
| | | 724,572 | | | | 446,697 | |
Logistics | | | | | | | | |
Northern operations | | | 1,053,358 | | | | 914,200 | |
Southern operations | | | 288,153 | | | | 237,100 | |
Container operations | | | 55,172 | | | | 47,874 | |
| | | | | | | | |
| | | 1,396,683 | | | | 1,199,174 | |
Reconciliation | | | | | | | | |
Cosan Corporate | | | 400 | | | | 179 | |
| | | | | | | | |
IFRS 11—Deconsolidated of adjustments/eliminations joint ventures and eliminations | | | (24,017,013 | ) | | | (20,617,975 | ) |
| | | | | | | | |
Total | | | 3,543,428 | | | | 2,785,732 | |
| | | | | | | | |
F-26
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
At a point in time | | | | | | | | |
Fuels | | | 22,040,388 | | | | 19,228,716 | |
Sugar | | | 1,350,250 | | | | 1,291,726 | |
Gas distribution | | | 1,327,496 | | | | 1,078,406 | |
Lubricants and basic oil | | | 717,090 | | | | 438,744 | |
Cogeneration | | | 108,995 | | | | 41,098 | |
Construction revenue | | | 89,493 | | | | 56,327 | |
Other | | | 522,564 | | | | 61,563 | |
| | | | | | | | |
| | | 26,156,276 | | | | 22,196,580 | |
Over time | | | | | | | | |
Transportation | | | 59,896 | | | | 60,544 | |
Port Elevation | | | 1,233,478 | | | | 1,032,346 | |
Other services | | | 110,791 | | | | 114,237 | |
| | | | | | | | |
| | | 1,404,165 | | | | 1,207,127 | |
IFRS 11—Deconsolidated of adjustments/eliminations joint ventures and eliminations | | | (24,017,013 | ) | | | (20,617,975 | ) |
| | | | | | | | |
Total of net sales | | | 3,543,428 | | | | 2,785,732 | |
| | | | | | | | |
F-27
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
6 | Cash and cash equivalents |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Cash and bank deposits | | | 262,523 | | | | 53,525 | |
Savings account | | | 555,657 | | | | 2,115,562 | |
Financial investments | | | 5,284,424 | | | | 2,386,090 | |
| | | | | | | | |
| | | 6,102,604 | | | | 4,555,177 | |
| | | | | | | | |
Financial investments are composed as follows:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Investment fund | | | | | | | | |
Repurchase agreements | | | 2,639,797 | | | | 1,474,509 | |
Bank certificate of deposits—CDB | | | 384,364 | | | | 377,605 | |
| | | | | | | | |
| | | 3,024,161 | | | | 1,852,114 | |
Bank investments | | | | | | | | |
Repurchase agreements | | | 45,255 | | | | 160,124 | |
Bank certificate of deposits—CDB | | | 1,158,668 | | | | 367,988 | |
Other | | | 1,056,340 | | | | 5,864 | |
| | | | | | | | |
| | | 2,260,263 | | | | 533,976 | |
| | | | | | | | |
| | | 5,284,424 | | | | 2,386,090 | |
| | | | | | | | |
7 | Marketable securities and Restricted cash |
Marketable securities
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Government security(i) | | | 3,360,745 | | | | 3,640,726 | |
Bank certificate of deposits—CDB(ii) | | | 188,308 | | | | 212,617 | |
| | | | | | | | |
| | | 3,549,053 | | | | 3,853,343 | |
| | | | | | | | |
Restricted cash
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Investments linked to loans | | | 69,666 | | | | 93,251 | |
Securities pledged as collateral | | | 127,062 | | | | 132,383 | |
| | | | | | | | |
| | | 196,728 | | | | 225,634 | |
| | | | | | | | |
(i) | Investments in government securities are carried out through exclusive investment funds. These bonds are remunerated at Selic and maturity between one and seven years, when asked to redeem the quotas for conversion into cash by the Company, the fund manager may trade them in an active secondary market with high liquidity. |
(ii) | Bank certificates of deposits classified asheld-for-trading have stated interest rates connected to CDI and mature in two to five years. |
F-28
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Domestic—Brazilian Reais | | | 1,458,669 | | | | 1,388,837 | |
Export—Foreign currency | | | 44,871 | | | | 54,635 | |
Allowance for doubtful accounts | | | (130,434 | ) | | | (121,052 | ) |
| | | | | | | | |
| | | 1,373,106 | | | | 1,322,420 | |
Current | | | 1,331,779 | | | | 1,277,766 | |
| | | | | | | | |
Non-current | | | 41,327 | | | | 44,654 | |
| | | | | | | | |
9 | Other current tax receivables |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
ICMS—State VAT | | | 496,996 | | | | 477,160 | |
ICMS CIAP—State VAT(i) | | | 165,434 | | | | 214,745 | |
Credit installment | | | 39,164 | | | | 38,926 | |
PIS—Revenue tax | | | 83,778 | | | | 73,214 | |
COFINS—Revenue tax | | | 302,258 | | | | 278,512 | |
Other | | | 40,052 | | | | 23,673 | |
| | | | | | | | |
| | | 1,127,682 | | | | 1,106,230 | |
Current | | | 355,103 | | | | 327,410 | |
| | | | | | | | |
Non-Current | | | 772,579 | | | | 778,820 | |
| | | | | | | | |
(i) | ICMS – Tax credit arising from acquisition of fixed assets. |
F-29
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| a) | Receivables from and payables to related parties: |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Current Asset | | | | | | | | |
Commercial operation | | | | | | | | |
Raízen Energia S.A. | | | 43,795 | | | | 22,283 | |
Aguassanta Participações S.A. | | | 17 | | | | 17 | |
Raízen Combustíveis S.A. | | | 15,131 | | | | 6,094 | |
Other | | | 3,941 | | | | 1,665 | |
| | | | | | | | |
| | | 62,884 | | | | 30,059 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Commercial operations | | | | | | | | |
Raízen Combustíveis S.A. | | | 20,259 | | | | 18,086 | |
Receivables under the framework agreement | | | | | | | | |
Janus Brasil Participações S.A | | | 30,423 | | | | 30,423 | |
Raízen Energia S.A. | | | 47,269 | | | | 87,969 | |
| | | | | | | | |
| | | 77,692 | | | | 118,392 | |
Financial and corporation operations | | | | | | | | |
Rezende Barbosa | | | 27,744 | | | | 31,444 | |
Other | | | 2,834 | | | | 1,833 | |
| | | | | | | | |
| | | 30,578 | | | | 33,277 | |
| | | | | | | | |
| | | 128,529 | | | | 169,755 | |
| | | | | | | | |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Current liabilities | | | | | | | | |
Corporate operations | | | | | | | | |
Raízen Energia S.A. | | | 207,643 | | | | 198,198 | |
Raízen Combustíveis S.A. | | | 136,846 | | | | 128,189 | |
Other | | | 2,208 | | | | 1,876 | |
| | | | | | | | |
| | | 346,697 | | | | 328,263 | |
| | | | | | | | |
F-30
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Related party transactions: |
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Sales of goods and services | | | | | | | | |
Raízen Combustíveis S.A | | | 38,570 | | | | 35,817 | |
Raízen Energia S.A. | | | 77,858 | | | | 77,739 | |
Others | | | 7,439 | | | | — | |
| | | | | | | | |
| | | 123,867 | | | | 113,556 | |
Purchase of goods / Inputs | | | | | | | | |
Raízen Energia S.A. | | | (14 | ) | | | (14 | ) |
Raízen Combustíveis S.A. | | | (252,505 | ) | | | (203,851 | ) |
| | | | | | | | |
| | | (252,519 | ) | | | (203,865 | ) |
Shared expense | | | | | | | | |
Raízen Energia S.A. | | | (18,525 | ) | | | (17,135 | ) |
Financial result | | | | | | | | |
Raízen Energia S.A. | | | 2,051 | | | | 284 | |
Other | | | (59 | ) | | | (204 | ) |
| | | | | | | | |
| | | 1,992 | | | | 80 | |
| c) | Officers’ and directors’ compensation |
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Short-term benefits to officers and directors | | | 16,149 | | | | 25,558 | |
Post-employment benefits | | | 71 | | | | 265 | |
Other long-term benefits | | | 35 | | | | 130 | |
Share-based payment transactions | | | 12,404 | | | | 2,845 | |
| | | | | | | | |
| | | 28,659 | | | | 28,798 | |
| | | | | | | | |
F-31
Cosan Limited
Notes to the consolidated interim financial statements
(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: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares issued by the associate | | | Shares held by Cosan | | | Cosan ownership interest | | | Economic benefits % | | | | | | | | | | |
Tellus Brasil Participações S.A. | | | 65,957,282 | | | | 33,638,214 | | | | 51.00 | % | | | 5.00 | % | | | | | | | | | | | | |
Novvi Limited Liability Company | | | 620,002 | | | | 200,000 | | | | 32.26 | % | | | 32.26 | % | | | | | | | | | | | | |
Janus Brasil Participações S.A. | | | 1,907,000 | | | | 934,430 | | | | 51.00 | % | | | 5.00 | % | | | | | | | | | | | | |
Radar Propriedades Agrícolas S.A | | | 1,735,703 | | | | 531,125 | | | | 51.00 | % | | | 3.00 | % | | | | | | | | | | | | |
Radar II Propriedades Agrícolas S.A | | | 81,440,221 | | | | 24,920,708 | | | | 51.00 | % | | | 3.00 | % | | | | | | | | | | | | |
Usina Santa Luiza S.A | | | 28,553,200 | | | | 9,516,782 | | | | 33.33 | % | | | 33.33 | % | | | | | | | | | | | | |
| | January 1, 2018 | | | Interest in earnings (losses) of associates | | | Other comprehensive income | | | Dividends | | | Other | | | March 31, 2018 | | | Interest in earnings (losses) of associates in March 31, 2017 | |
Investments in associates | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tellus Brasil Participações S.A. | | | 98,723 | | | | 716 | | | | — | | | | — | | | | — | | | | 99,439 | | | | 961 | |
Novvi Limited Liability Company | | | 11,756 | | | | (5,008 | ) | | | (1 | ) | | | — | | | | — | | | | 6,747 | | | | (1,579 | ) |
Janus Brasil Participações S.A. | | | 51,426 | | | | 933 | | | | — | | | | — | | | | — | | | | 52,359 | | | | 1,006 | |
Radar Propriedades Agrícolas S.A | | | 57,532 | | | | 329 | | | | 27 | | | | — | | | | — | | | | 57,888 | | | | 414 | |
Radar II Propriedades Agrícolas S.A | | | 31,126 | | | | 245 | | | | 6 | | | | — | | | | — | | | | 31,377 | | | | 279 | |
Usina Santa Luiza S.A | | | 4,389 | | | | (1,411 | ) | | | — | | | | — | | | | — | | | | 2,978 | | | | — | |
Other | | | 46,390 | | | | 1,389 | | | | — | | | | (2,601 | ) | | | (96 | ) | | | 45,082 | | | | 1,873 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 301,342 | | | | (2,807 | ) | | | 32 | | | | (2,601 | ) | | | (96 | ) | | | 295,870 | | | | 2,954 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-32
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Information in thenon-controlling interests in subsidiaries of the Company: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares issued by the associate | | | Shares held by non-controlling shareholders | | | Non-controlling interest | | | | | | | | | | | | | | | | | | | |
Cosan S.A. | | | 407,904,353 | | | | 170,101,721 | | | | 41.70 | % | | | | | | | | | | | | | | | | | | | | | | | | |
Cosan Logística S.A. | | | 463,224,241 | | | | 127,232,847 | | | | 27.47 | % | | | | | | | | | | | | | | | | | | | | | | | | |
Companhia de Gás de São Paulo—Comgás | | | 130,038,279 | | | | 26,171,755 | | | | 20.13 | % | | | | | | | | | | | | | | | | | | | | | | | | |
Rumo S.A. | | | 1,559,015,898 | | | | 1,088,431,798 | | | | 69.82 | % | | | | | | | | | | | | | | | | | | | | | | | | |
Logispot Armazéns Agrícolas S.A. | | | 2,040,816 | | | | 1,000,000 | | | | 49.00 | % | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2018 | | | Interest in earnings (losses) of associates | | | Change of shareholding interest in subsidiary | | | Other comprehensive income (losses) | | | Dividends | | | New standards adopted by the Company—Note 3.2 | | | Other | | | March 31, 2018 | | | Interest in earnings (losses) of associates in March 31, 2017 | |
Cosan S.A. | | | 3,795,050 | | | | 143,862 | | | | 174 | | | | (6,457 | ) | | | — | | | | (2,121 | ) | | | 6,504 | | | | 3,937,012 | | | | 80,601 | |
Cosan Logística S.A. | | | 607,284 | | | | (4,460 | ) | | | 493 | | | | 153 | | | | — | | | | (77 | ) | | | 595 | | | | 603,988 | | | | (19,584 | ) |
Companhia de Gás de São Paulo—Comgás | | | 850,595 | | | | 31,998 | | | | — | | | | — | | | | — | | | | (1,280 | ) | | | 61 | | | | 881,374 | | | | 31,185 | |
Rumo S.A. | | | 5,732,763 | | | | (41,637 | ) | | | — | | | | 1,399 | | | | (510 | ) | | | (707 | ) | | | 1,230 | | | | 5,692,538 | | | | (177,688 | ) |
Logispot Armazéns Agrícolas S.A. | | | 34,588 | | | | 162 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,750 | | | | (216 | ) |
Other | | | 376 | | | | 4,558 | | | | — | | | | — | | | | (450 | ) | | | — | | | | 270 | | | | 4,754 | | | | 6,312 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 11,020,656 | | | | 134,483 | | | | 667 | | | | (4,905 | ) | | | (960 | ) | | | (4,185 | ) | | | 8,660 | | | | 11,154,416 | | | | (79,390 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-33
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
12 | Investments in joint ventures |
The Company entered into an agreement to form two joint ventures, accounting for 50% of the economic benefits of the companies. They are:
| | | | | | | | | | | | |
| | Raízen Combustíveis S.A. | | | Raízen Energia S.A. | | | Total | |
| | | |
Shares issued by the joint venture | | | 3,303,168,484 | | | | 5,902,595,634 | | | | | |
Shares held by Cosan | | | 1,651,584,242 | | | | 2,951,297,817 | | | | | |
Cosan ownership interest | | | 50 | % | | | 50 | % | | | | |
| | | | | | | | | | | | |
Interest in earnings of joint ventures at March 31, 2017 | | | 99,589 | | | | 156,108 | | | | 255,697 | |
| | | | | | | | | | | | |
January 1, 2018 | | | 3,185,988 | | | | 5,261,811 | | | | 8,447,799 | |
| | | | | | | | | | | | |
Interest in earnings of joint ventures | | | 180,906 | | | | 116,751 | | | | 297,657 | |
Other comprehensive income | | | 17,390 | | | | (14,147 | ) | | | 3,243 | |
Interest on capital | | | (15,500 | ) | | | — | | | | (15,500 | ) |
Dividends | | | (246,513 | ) | | | (104,911 | ) | | | (351,424 | ) |
| | | | | | | | | | | | |
March 31, 2018 | | | 3,122,271 | | | | 5,259,504 | | | | 8,381,775 | |
| | | | | | | | | | | | |
The statement of financial position and statement of profit or loss of the joint ventures are disclosed in Note 5, Segments.
Pursuant to the terms of the Raízen Joint Venture—Framework Agreement, Cosan is responsible for certain legal proceedings that existed prior to the formation of Raízen, net of judicial deposits as of April 1, 2011, as well as tax installments under the REFIS (tax amnesty and refinancing program), recorded in “Other taxes payable.” Additionally, Cosan granted access to Raízen a credit line(stand-by facility) in the amount of U.S.$ 350,000 thousand, which was unused at March 31, 2018.
In November 2016, Cosan S.A. and Shell executed amendments to certain agreements between them to remove the fixed date call options over Raízen Energia and Raízen Combustíveis shares exercisable in 2021 and 2026, and replace them with certain call and put options exercisable by Shell or Cosan S.A. upon the occurrence of certain events including, among others: (i) fundamental breaches of the obligations provided for in the agreements governing the Joint Venture; (ii) breach of anticorruption laws, (iii) insolvency or bankruptcy of a party, (iv) change of control, and (v) other. Moreover, Cosan S.A. and Shell agreed to renew the existinglock-up period for five years from the date of the execution of the amendment, following which the parties may sell their shares in each of Raízen Energia and Raízen Combustíveis subject to compliance with certain preemption rights in each other’s favor. As of March 31, 2018, the Company was in compliance with these events.
F-34
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
13 | Property, plant and equipment |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Land, buildings and improvements | | | Machinery, equipment and facilities | | | Railcars and locomotives (ii) | | | Permanent railways (i) | | | Construction in progress | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 1,070,095 | | | | 874,398 | | | | 6,095,595 | | | | 5,136,116 | | | | 986,102 | | | | 340,576 | | | | 14,502,882 | |
Additions | | | (10 | ) | | | (15 | ) | | | 104 | | | | — | | | | 487,364 | | | | 607 | | | | 488,050 | |
Disposals | | | — | | | | (2,412 | ) | | | (2,501 | ) | | | — | | | | (153 | ) | | | (1,333 | ) | | | (6,399 | ) |
Transfers | | | 18,760 | | | | 47,518 | | | | 57,306 | | | | 147,779 | | | | (280,974 | ) | | | 3,028 | | | | (6,583 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | 1,088,845 | | | | 919,489 | | | | 6,150,504 | | | | 5,283,895 | | | | 1,192,339 | | | | 342,878 | | | | 14,977,950 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | (297,499 | ) | | | (344,146 | ) | | | (1,245,651 | ) | | | (949,777 | ) | | | — | | | | 15,766 | | | | (2,821,307 | ) |
Additions | | | (10,529 | ) | | | (29,729 | ) | | | (146,777 | ) | | | (109,189 | ) | | | — | | | | (7,411 | ) | | | (303,635 | ) |
Disposals | | | — | | | | 2,412 | | | | 2,496 | | | | — | | | | — | | | | 1,289 | | | | 6,197 | |
Transfers | | | 103 | | | | — | | | | — | | | | — | | | | — | | | | 1,569 | | | | 1,672 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | (307,925 | ) | | | (371,463 | ) | | | (1,389,932 | ) | | | (1,058,966 | ) | | | — | | | | 11,213 | | | | (3,117,073 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 772,596 | | | | 530,252 | | | | 4,849,944 | | | | 4,186,339 | | | | 986,102 | | | | 356,342 | | | | 11,681,575 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | 780,920 | | | | 548,026 | | | | 4,760,572 | | | | 4,224,929 | | | | 1,192,339 | | | | 354,091 | | | | 11,860,877 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | Leasehold improvements and finance leases included. |
(ii) | On March 31, 2018, wagons and locomotives in the amount of R$ 745,203 (R$ 743,203 on December 31, 2017) were placed on bail to guarantee bank loans (Note 15). |
F-35
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
14 | Intangible assets and goodwill |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Goodwill | | | Concession rights | | | Operating license | | | Trademarks | | | Customer relationships | | | Other | | | Total | |
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 851,885 | | | | 17,433,267 | | | | 435,624 | | | | 252,474 | | | | 989,387 | | | | 426,948 | | | | 20,389,585 | |
Additions | | | — | | | | 91,704 | | | | — | | | | — | | | | 16,939 | | | | 9,482 | | | | 118,125 | |
Disposals | | | — | | | | (18,002 | ) | | | — | | | | — | | | | (1,796 | ) | | | (61 | ) | | | (19,859 | ) |
Transfers | | | — | | | | (86 | ) | | | — | | | | — | | | | — | | | | 4,593 | | | | 4,507 | |
Business combination(i) | | | 8,111 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,111 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | 859,996 | | | | 17,506,883 | | | | 435,624 | | | | 252,474 | | | | 1,004,530 | | | | 440,962 | | | | 20,500,469 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | — | | | | (2,004,657 | ) | | | (212,616 | ) | | | (205,443 | ) | | | (787,426 | ) | | | (205,833 | ) | | | (3,415,975 | ) |
Additions | | | — | | | | (119,296 | ) | | | (2,935 | ) | | | (5,707 | ) | | | (26,714 | ) | | | (15,110 | ) | | | (169,762 | ) |
Disposals | | | — | | | | 12,892 | | | | — | | | | — | | | | 1,503 | | | | 61 | | | | 14,456 | |
Transfers | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | 5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | — | | | | (2,111,061 | ) | | | (215,551 | ) | | | (211,150 | ) | | | (812,637 | ) | | | (220,877 | ) | | | (3,571,276 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 851,885 | | | | 15,428,610 | | | | 223,008 | | | | 47,031 | | | | 201,961 | | | | 221,115 | | | | 16,973,610 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At March 31, 2018 | | | 859,996 | | | | 15,395,822 | | | | 220,073 | | | | 41,324 | | | | 191,893 | | | | 220,085 | | | | 16,929,193 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | On October 31, 2017, Cosan, through its indirect subsidiary Comma Oil (“Comma”), acquired full control of Stanbridge Group Limited. For the period ended March 31, 2018, the Company revalued the fair value of the transaction and generated an additional consideration in the amount of R$ 8,111. In addition, after had met the contractual conditions and reviewed the fair value of the transaction, the remaining balance and the additional consideration, in the amount of R$ 35,869, were settled in cash. |
Capitalization of borrowing costs
Capitalized borrowing costs for the period ended March 31, 2018, amounted to R$ 2,123 (R$ 2,136 for the period ended March 31, 2017). The weighted average interest rate used to capitalize borrowing costs on the balance of concession right, was 8.11% p.a. for the period ended March 31, 2018 (10.41% p.a. for the period ended March 31, 2017).
F-36
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | |
Intangible assets (excluding goodwill) | | Annual rate of amortization—% | | | March 31, 2018 | | | December 31, 2017 | |
Gas distribution concession—Comgás(i) | | | Concession term | | | | 8,194,952 | | | | 8,197,514 | |
Concession rights—Rumo(ii) | | | Concession term | | | | 7,200,870 | | | | 7,231,096 | |
| | | | | | | | | | | | |
| | | | | | | 15,395,822 | | | | 15,428,610 | |
Operating license for port terminal(iii) | | | 4.00 | | | | 220,073 | | | | 223,008 | |
Trademarks | | | | | | | | | | | | |
Mobil | | | 10.00 | | | | 17,120 | | | | 22,827 | |
Comma | | | — | | | | 24,204 | | | | 24,204 | |
| | | | | | | | | | | | |
| | | | | | | 41,324 | | | | 47,031 | |
Relationship with customers: | | | | | | | | | | | | |
Comgás | | | 20.00 | | | | 162,115 | | | | 174,458 | |
Lubricants | | | 6.00 | | | | 29,778 | | | | 27,503 | |
| | | | | | | | | | | | |
| | | | | | | 191,893 | | | | 201,961 | |
Other | | | | | | | | | | | | |
Software license | | | 20.00 | | | | 164,424 | | | | 167,520 | |
Other | | | | | | | 55,661 | | | | 53,595 | |
| | | | | | | | | | | | |
| | | | | | | 220,085 | | | | 221,115 | |
Total | | | | | | | 16,069,197 | | | | 16,121,725 | |
| | | | | | | | | | | | |
(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 Rumo 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 (“CGU”) goodwill
The Company annually tests recoverable amounts of goodwill arising from business combination operations. Property, plant and equipment and defined-intangible assets that are subject to depreciation and amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
F-37
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
15 Loans, borrowings and debentures
| | | | | | | | | | | | | | | | | | |
| | Interest | | | | | | | | | | |
Description(i) | | Index at March 31, 2018 | | Annual interest | | | March 31, 2018 | | | December 31, 2017 | | | Maturity | |
Loan and borrowings | | | | | | | | | | | | | | | | | | |
BNDES | | URTJLP | | | 8.58 | % | | | 2,124,060 | | | | 2,270,055 | | | | Jun-29 | |
| | Fixed | | | 5.27 | % | | | 1,228,146 | | | | 1,281,416 | | | | Dec-24 | |
| | TJ462 | | | 9.62 | % | | | 443,946 | | | | 485,807 | | | | Oct-20 | |
| | Selic | | | 8.32 | % | | | 205,105 | | | | 221,222 | | | | Oct-20 | |
| | Selic | | | 8.49 | % | | | 67,710 | | | | 66,794 | | | | Jun-23 | |
| | TJLP | | | 8.81 | % | | | 120,107 | | | | 120,573 | | | | Jun-23 | |
| | Selic | | | 13.65 | % | | | 3,879 | | | | 4,075 | | | | Sep-20 | |
| | Fixed | | | 3.78 | % | | | 2,407 | | | | 2,695 | | | | Jan-24 | |
| | IPCA | | | 11.55 | % | | | 2,922 | | | | 2,840 | | | | Nov-21 | |
EIB | | U.S.$ | | | 3.88 | % | | | 125,990 | | | | 127,190 | | | | Jun-20 | |
| | U.S.$ | | | 2.94 | % | | | 58,593 | | | | 70,611 | | | | Sep-20 | |
| | U.S.$ + LIBOR | | | 2.14 | % | | | 138,038 | | | | 138,778 | | | | May-21 | |
| | U.S.$ + LIBOR | | | 2.91 | % | | | 127,895 | | | | 149,386 | | | | Sep-21 | |
Foreign loans | | GBP + Libor | | | 3.77 | % | | | 329,724 | | | | 312,642 | | | | Dec-19 | |
| | GBP + Libor | | | 2.09 | % | | | 164,001 | | | | 157,432 | | | | Nov-19 | |
NCE | | 112% of CDI | | | 7.18 | % | | | 60,987 | | | | 59,858 | | | | Dec-18 | |
| | 126% of CDI | | | 8.12 | % | | | 504,296 | | | | — | | | | Dec-23 | |
| | CDI + 3.50% | | | 10.11 | % | | | 295,295 | | | | 294,968 | | | | Dec-18 | |
| | 125% of CDI | | | 8.05 | % | | | 645,377 | | | | 644,766 | | | | Dec-23 | |
Perpetual Notes | | U.S.$ | | | 8.25 | % | | | 1,682,847 | | | | 1,674,847 | | | | — | |
Resolution 4131 | | U.S.$ | | | 3.05 | % | | | 132,990 | | | | 68,305 | | | | Oct-20 | |
| | U.S.$ + Libor | | | 4.79 | % | | | 51,719 | | | | 50,868 | | | | Nov-19 | |
| | U.S.$ | | | 2.40 | % | | | — | | | | 415,762 | | | | Mar-18 | |
Senior Notes Due 2018 | | Fixed | | | 9.50 | % | | | — | | | | 168,052 | | | | Mar-18 | |
Senior Notes Due 2023 | | U.S.$ | | | 5.00 | % | | | 326,725 | | | | 339,665 | | | | Mar-23 | |
Senior Notes Due 2027 | | U.S.$ | | | 7.00 | % | | | 2,402,366 | | | | 2,530,443 | | | | Jan-27 | |
Senior Notes Due 2024 | | U.S.$ | | | 7.38 | % | | | 2,448,631 | | | | 2,570,622 | | | | Feb-24 | |
Senior Notes Due 2024 | | U.S.$ | | | 5.95 | % | | | 1,648,466 | | | | 1,664,850 | | | | Sep-24 | |
Senior Notes Due 2025 | | U.S.$ | | | 5.88 | % | | | 1,654,187 | | | | — | | | | Jan-25 | |
FINEP | | Fixed | | | 5.00 | % | | | 93,118 | | | | 93,058 | | | | Nov-22 | |
Trade banks | | CDI + 4.91% p.a. | | | 12.14 | % | | | 36 | | | | 98,117 | | | | Jun-19 | |
| | Fixed U.S.$ | | | 5.38 | % | | | 88,753 | | | | 95,040 | | | | Dec-21 | |
Working capital | | CDI + 2.80% p.a. | | | 9.88 | % | | | — | | | | 391,693 | | | | Dec-18 | |
| | CDI + 2.95% p.a. | | | 10.04 | % | | | — | | | | 286,463 | | | | Dec-18 | |
| | CDI + 0.31% p.m. | | | 10.93 | % | | | — | | | | 1,117 | | | | Jan-18 | |
| | CDI + 0.33% p.m. | | | 11.20 | % | | | — | | | | 3,345 | | | | Mar-18 | |
| | 120% of CDI | | | 7.72 | % | | | 21,632 | | | | 21,221 | | | | May-18 | |
| | 120,85% of CDI | | | 7.77 | % | | | 10,641 | | | | 10,440 | | | | Jul-18 | |
| | 120,75% of CDI | | | 7.77 | % | | | 20,320 | | | | 20,879 | | | | Jul-18 | |
| | 122% of CDI | | | 7.85 | % | | | 15,112 | | | | — | | | | Feb-19 | |
Bank overdrafts | | 125,5% of CDI | | | 8.03 | % | | | 33 | | | | 94 | | | | Aug-18 | |
Prepayment | | U.S.$+Libor | | | 4.24 | % | | | 9,998 | | | | 10,039 | | | | Apr-18 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | 17,256,052 | | | 16,926,028 | | | | |
F-38
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | |
| | Interest | | | | | | | | | | |
Description (i) | | Index at March 31, 2018 | | | Annual interest | | | March 31, 2018 | | | December 31, 2017 | | | Maturity | |
Debentures | | | | | | | | | | | | | | | | | | | | |
Non-convertible debentures | | | CDI + 2.05 | % p.a. | | | 8.57 | % | | | 152,370 | | | | 152,573 | | | | Apr-18 | |
| | | CDI + 3.50 | % p.a. | | | 10.11 | % | | | 1,394,183 | | | | 1,359,125 | | | | Jun-23 | |
| |
| IPCA + 5.10 | % | | | 8.84 | % | | | 370,251 | | | | 363,894 | | | | Sep-18 | |
| |
| IPCA + 5.57 | % | | | 9.33 | % | | | 203,642 | | | | 197,923 | | | | Sep-20 | |
| |
| IPCA + 7.14 | % | | | 10.95 | % | | | 301,508 | | | | 293,312 | | | | Dec-20 | |
| |
| IPCA + 7.48 | % | | | 11.31 | % | | | 271,277 | | | | 263,701 | | | | Dec-22 | |
| |
| IPCA + 7.36 | % | | | 11.18 | % | | | 89,399 | | | | 86,927 | | | | Dec-25 | |
| |
| IPCA + 5.87 | % | | | 9.64 | % | | | 769,922 | | | | 726,827 | | | | Dec-23 | |
| |
| IPCA + 4.33 | % | | | 8.04 | % | | | 405,033 | | | | 396,328 | | | | Oct-24 | |
| |
| 108
| % of CDI | | | 6.92 | % | | | 167,906 | | | | 171,515 | | | | Jul-18 | |
| | | Fixed | | | | 13.13 | % | | | — | | | | 163,750 | | | | — | |
| |
| 128
| % of CDI | | | 8.25 | % | | | 509,682 | | | | 499,576 | | | | Dec-25 | |
| |
| CDI + 0.90 | % | | | 7.35 | % | | | 85,505 | | | | 87,467 | | | | Sep-19 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 4,720,678 | | | | 4,762,918 | | | | | |
Total | | | | | | | | | | | 21,976,730 | | | | 21,688,946 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 2,616,958 | | | | 3,903,392 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 19,359,772 | | | | 17,785,554 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
(i) | The Company’s debts with national and international development agencies have bank guarantees. Guarantees are contracted with first-tier banks guaranteeing the total amount of debt. |
The carrying amounts of loans, borrowings and debentures are denominated in the following currencies:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Reais (R$) | | | 10,585,806 | | | | 11,312,466 | |
Dollar (U.S.$)(i) | | | 10,897,198 | | | | 9,906,406 | |
Pound (GBP) | | | 493,726 | | | | 470,074 | |
| | | | | | | | |
| | | 21,976,730 | | | | 21,688,946 | |
| | | | | | | | |
(i) | At March 31, 2018, all dated debts denominated in U.S. Dollars, in the subsidiaries, have currency risk protection through derivatives (Note 26). |
Below are the movements that occurred for the period ended March 31, 2018.
| | | | |
At January 1, 2018 | | | 21,688,946 | |
| | | | |
Raised | | | 2,176,875 | |
Payment | | | (2,265,518 | ) |
Interest, exchange rate and fair value | | | 376,427 | |
| | | | |
At March 31, 2018 | | | 21,976,730 | |
| | | | |
F-39
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Resolution 4,131
On March 9, 2018, Moove, a wholly-owned subsidiary of the Company, obtained a loan from Bank of America Merril Lynch in the amount of U.S.$ 20,000 thousands with maturity on February 20, 2020 and interest at libor + 1.00%p.a.
Working Capital
On February 23, 2018, Cosan Biomassa, a wholly-owned subsidiary of the Company, obtained a loan in the amount of R$ 15,000 from Banco ABC with maturity on February 18, 2019 and a fixed interest rate of 122.00% of CDI.
Senior Notes 2025
On February 9, 2018, through its subsidiary, Rumo Luxembourg, the Company issued debt securities in the international market, Senior Notes due 2025 (“Notes 2025”) in the total amount of U.S.$ 500,000 thousands, with maturity in January 2025 and interest of 5.87% p.a, paid semi-annually. This debt is protected by exchange and interest rate swaps.
NCE Bradesco 2023
On January 26, 2018, through its subsidiary, Rumo Malha Norte SA, the Company raised funds from Banco Bradesco, through an Export Credit Note, in the total amount of R$ 500,000, due in December 2023 with interest of 126% of CDI, paid semi-annually.
Available credit line
As of March 31, 2018, the subsidiary Cosan Logística had available credit lines from BNDES, which were not used, in the total amount of R$ 94,217 (R$ 94,220 on December 31, 2017).
As of March 31, 2018, the subsidiary Cosan S.A had available credit lines, which were not used, in the total amount of R$ 279,000. (R$ 288,000 on December 31, 2017).
As of March 31, 2018 and December 31,2017, the subsidiary Cosan S.A had available credit lines from three different Brazilian financial institutions, which were not used, in the total amount of R$ 501,000.
Financial Covenants
The Company is subject to certain restrictive clauses in most of the loan and financing agreements, based on certain financial andnon-financial indicators. The Company evaluates the financial covenants as of December 31, 2018.
At March 31, 2018, the Company was in compliance with all debt financial covenants.
F-40
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Finance lease liabilities
Finance lease liabilities are payable as follows:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
| | Less than one year | | | Between one and five years | | | More than five years | | | Total | | | Total | |
| | | | | |
Future value of minimum payments lease payments | | | 248,934 | | | | 504,076 | | | | 227,913 | | | | 980,923 | | | | 1,250,860 | |
Rolling stock | | | 222,978 | | | | 424,172 | | | | 150,141 | | | | 797,291 | | | | 1,060,759 | |
Terminal | | | 23,400 | | | | 77,479 | | | | 77,772 | | | | 178,651 | | | | 184,484 | |
Other | | | 2,556 | | | | 2,425 | | | | — | | | | 4,981 | | | | 5,617 | |
Interests | | | (69,232 | ) | | | (153,826 | ) | | | (41,584 | ) | | | (264,642 | ) | | | (306,722 | ) |
Rolling stock | | | (55,868 | ) | | | (119,789 | ) | | | (27,329 | ) | | | (202,986 | ) | | | (241,509 | ) |
Terminal | | | (12,993 | ) | | | (33,863 | ) | | | (14,255 | ) | | | (61,111 | ) | | | (64,528 | ) |
Other | | | (371 | ) | | | (174 | ) | | | — | | | | (545 | ) | | | (685 | ) |
| | | | | | | | | | | | | | | | | | | | |
Present value of minimum lease payments | | | 179,702 | | | | 350,250 | | | | 186,329 | | | | 716,281 | | | | 944,138 | |
| | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | 179,702 | | | | 261,344 | |
| | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | | | | | 536,579 | | | | 682,794 | |
| | | | | | | | | | | | | | | | | | | | |
Below are the movements that occurred for the period ended March 31, 2018.
| | | | |
At January 1, 2018 | | | 944,138 | |
| | | | |
Interest, exchange rate and fair value | | | 78,239 | |
Payment of principal | | | (262,602 | ) |
Payment of interest | | | (43,494 | ) |
| | | | |
At March 31, 2018 | | | 716,281 | |
| | | | |
Operating leases
At March 31, 2018, the future minimum lease payments undernon-cancellable leases are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
| | Total future minimum payments | | |
| | Less than one year | | | Between one and five years | | | More than five years | | | Total | | | Total | |
Locomotives | | | 565 | | | | 976 | | | | — | | | | 1,541 | | | | 1,695 | |
Rail cars | | | 7,457 | | | | 25,433 | | | | 4,474 | | | | 37,364 | | | | 38,449 | |
Other | | | 3,024 | | | | 8,123 | | | | 4,639 | | | | 15,786 | | | | 16,058 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 11,046 | | | | 34,532 | | | | 9,113 | | | | 54,691 | | | | 56,202 | |
The leases are recognized as expenses (Note 24) on a straight-line basis over the life of the respective agreement.
F-41
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
| | Leases | | | Concessions | | | Total | | | Total | |
Payables | | | | | | | | | | | | | | | | |
Rumo Malha Sul | | | 34,946 | | | | 29,308 | | | | 64,254 | | | | 65,550 | |
Rumo Malha Paulista | | | 28,075 | | | | 3,324 | | | | 31,399 | | | | 48,139 | |
| | | | | | | | | | | | | | | | |
| | | 63,021 | | | | 32,632 | | | | 95,653 | | | | 113,689 | |
Court Discussion | | | | | | | | | | | | | | | | |
Rumo Malha Paulista | | | 1,574,245 | | | | 16,087 | | | | 1,590,332 | | | | 1,535,470 | |
Rumo Malha Oeste | | | 1,237,934 | | | | 75,821 | | | | 1,313,755 | | | | 1,284,175 | |
| | | | | | | | | | | | | | | | |
| | | 2,812,179 | | | | 91,908 | | | | 2,904,087 | | | | 2,819,645 | |
| | | | | | | | | | | | | | | | |
Total | | | 2,875,200 | | | | 124,540 | | | | 2,999,740 | | | | 2,933,334 | |
| | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 27,676 | | | | 27,413 | |
| | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 2,972,064 | | | | 2,905,921 | |
| | | | | | | | | | | | | | | | |
Judicial deposits at March 31, 2018 concerning the above claims totaled:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Rumo Paulista | | | 119,806 | | | | 119,806 | |
Rumo Oeste | | | 20,690 | | | | 20,690 | |
| | | | | | | | |
| | | 140,496 | | | | 140,496 | |
| | | | | | | | |
The judicial deposits are recorded in the “regulatory” group, as described in note 21.
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Natural gas suppliers | | | 1,637,466 | | | | 1,563,930 | |
Materials and service suppliers | | | 995,820 | | | | 1,162,496 | |
Fuels and lubricants suppliers | | | 1,223 | | | | 1,814 | |
Judicial deposits(i) | | | (294,976 | ) | | | (294,976 | ) |
Other | | | 16,456 | | | | 731 | |
| | | | | | | | |
| | | 2,355,989 | | | | 2,433,995 | |
| | | | | | | | |
(i) | There are ongoing proceeding between Comgás and its gas supplier. The gas supplier is charging different prices comparing to the gas supply market. At March 31, 2018, the balance of the judicial discussion is R$ 1,159,721 (R$ 1,154,603 on December 31, 2017). The amount is secured by judicial deposit R$ 294,976 (R$ 294,976 on December 31, 2017) and the guaranteed value through surety is of R$ 864,745 (R$ 859,627 on December 31, 2017). |
F-42
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Tax amnesty and refinancing program—Refis | | | 219,552 | | | | 229,745 | |
ICMS – State VAT | | | 132,234 | | | | 121,550 | |
COFINS—Revenue tax | | | 65,289 | | | | 146,641 | |
PIS—Revenue tax | | | 7,969 | | | | 31,563 | |
INSS—Social security | | | 6,563 | | | | 7,697 | |
ISS—Services tax | | | 3,610 | | | | 4,494 | |
IOF—Financial tax | | | 1,600 | | | | 2,224 | |
Other | | | 23,056 | | | | 36,601 | |
| | | | | | | | |
| | | 459,873 | | | | 580,515 | |
Current | | | 301,685 | | | | 418,878 | |
| | | | | | | | |
Non-Current | | | 158,188 | | | | 161,637 | |
| | | | | | | | |
20 | Income tax and social contribution |
| a) | Reconciliation of income and social contribution tax expenses: |
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Profit (loss) before taxes | | | 323,838 | | | | (14,446 | ) |
Income tax and social contribution at nominal rate (34%) | | | (110,105 | ) | | | 4,912 | |
Adjustments to reconcile nominal and effective tax rate | | | | | | | | |
Interest in earnings of investees(non-taxable income) | | | 100,249 | | | | 87,941 | |
Differences in tax rates on earnings / losses of overseas companies | | | (35,370 | ) | | | (38,150 | ) |
Granted income tax incentive | | | 4,830 | | | | 3,965 | |
Share-based payment transactions | | | (1,035 | ) | | | (966 | ) |
Interest on shareholders’ equity | | | (5,270 | ) | | | (5,780 | ) |
Non-deductible expenses (donations, gifts, etc.) | | | (1,211 | ) | | | (6,671 | ) |
Tax losses not recorded (i) | | | (39,250 | ) | | | (91,210 | ) |
Goodwill amortization effect | | | 463 | | | | 4,599 | |
Tax effects of discounts granted —PERT | | | 110 | | | | — | |
Other | | | 3,538 | | | | (2,469 | ) |
| | | | | | | | |
Income tax and social contribution (expense)—current and deferred | | | (83,051 | ) | | | (43,829 | ) |
| | | | | | | | |
Effective rate—% | | | 25.65 | | | | (303.40 | ) |
| | | | | | | | |
(i) | Refers mainly to tax losses not recorded in subsidiaries of Rumo which under current conditions do not attend the requirements of future taxable profits that justify the recognition of the deferred tax assets. In accordance with Brazilian Federal Taxes rules those losses do not expire. |
F-43
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Deferred income tax assets and liabilities: |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Assets credit of: | | | | | | | | |
Income tax loss carry forwards | | | 2,196,130 | | | | 2,112,707 | |
Social contribution tax loss carry forwards | | | 803,795 | | | | 772,304 | |
Temporary differences | | | | | | | | |
Foreign exchange—Loans and borrowings | | | 562,101 | | | | 548,568 | |
Legal proceedings provision | | | 397,714 | | | | 365,997 | |
Tax deductible goodwill | | | 14,069 | | | | 56,276 | |
Impairment provision | | | 242,320 | | | | 250,236 | |
Provisions for employee benefits | | | 154,700 | | | | 153,434 | |
Allowance for doubtful accounts | | | 27,248 | | | | 25,991 | |
Regulatory asset (liability) | | | 63,888 | | | | 65,318 | |
Impairment of tax credit | | | 64,366 | | | | 61,324 | |
Share-based payment transactions | | | 398 | | | | 291 | |
Profit sharing | | | 14,008 | | | | 41,506 | |
Interest on preferred shareholders payable in subsidiaries | | | 225,396 | | | | 218,599 | |
Property, plant, equipment and intangible—useful life review | | | 171,497 | | | | 160,490 | |
Contract disputes | | | 87,139 | | | | 86,482 | |
Provisions | | | 207,286 | | | | 253,145 | |
Other | | | (89,893 | ) | | | (94,339 | ) |
| | | | | | | | |
Total | | | 5,142,162 | | | | 5,078,329 | |
(-) Deferred taxes assets not recognized | | | (2,001,930 | ) | | | (1,961,325 | ) |
Liabilities credit of: | | | | | | | | |
Temporary differences | | | | | | | | |
Business combination—Property, plant and equipment | | | 101,354 | | | | 110,149 | |
Tax deductible goodwill | | | (384,739 | ) | | | (369,044 | ) |
Lease | | | (280,613 | ) | | | (277,091 | ) |
Concession contract | | | (8,197 | ) | | | (8,681 | ) |
Unrealized gains on derivatives instruments | | | (54,497 | ) | | | 65,724 | |
Income on formation of joint ventures | | | (1,135,036 | ) | | | (1,135,036 | ) |
Business combination—Intangible asset | | | (3,713,612 | ) | | | (3,723,742 | ) |
Other | | | (68,112 | ) | | | (45,513 | ) |
| | | | | | | | |
Total | | | (5,543,452 | ) | | | (5,383,234 | ) |
| | | | | | | | |
| | | | | | | | |
Total of deferred taxes recorded | | | (2,403,220 | ) | | | (2,266,230 | ) |
| | | | | | | | |
| | | | | | | | |
Deferred income tax—Assets | | | 1,572,861 | | | | 1,636,080 | |
| | | | | | | | |
Deferred income tax—Liabilities | | | (3,976,081 | ) | | | (3,902,310 | ) |
| | | | | | | | |
| c) | Changes in deferred income taxes, net: |
| | | | |
At January 1, 2018 | | | (2,266,230 | ) |
| | | | |
Recorded through income | | | (135,436 | ) |
Tax loss carryforwards used to settle other tax installments | | | (4,107 | ) |
Other(i) | | | 2,553 | |
| | | | |
At March 31, 2018 | | | (2,403,220 | ) |
| | | | |
(i) | Exchange variation effect due to the conversion of offshore investments. |
F-44
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
21 | Provision for legal proceedings |
| | | | | | | | | | | | | | | | |
| | Provision for legal proceedings | | | Judicial deposits | |
| | March 31, 2018 | | | December 31, 2017 | | | March 31, 2018 | | | December 31, 2017 | |
| | | |
Tax | | | 478,526 | | | | 501,247 | | | | 424,523 | | | | 371,703 | |
Civil, regulatory and environmental | | | 400,501 | | | | 375,561 | | | | 199,278 | | | | 196,025 | |
Labor | | | 481,849 | | | | 471,349 | | | | 201,704 | | | | 198,379 | |
| | | | | | | | | | | | | | | | |
| | | 1,360,876 | | | | 1,348,157 | | | | 825,505 | | | | 766,107 | |
| | | | | | | | | | | | | | | | |
Changes in provision for legal proceedings:
| | | | | | | | | | | | | | | | |
| | Tax | | | Civil, regulatory and environmental | | | Labor | | | Total | |
| | | |
January 1, 2018 | | | 501,247 | | | | 375,561 | | | | 471,349 | | | | 1,348,157 | |
Accruals | | | 316 | | | | 24,807 | | | | 22,271 | | | | 47,394 | |
Disposal / Reversals | | | (15,774 | ) | | | (11,150 | ) | | | (22,842 | ) | | | (49,766 | ) |
Transfers | | | (8,906 | ) | | | 8,906 | | | | — | | | | — | |
Indexation and interest charges(i) | | | 1,643 | | | | 2,377 | | | | 11,071 | | | | 15,091 | |
| | | | | | | | | | | | | | | | |
March 31, 2018 | | | 478,526 | | | | 400,501 | | | | 481,849 | | | | 1,360,876 | |
| | | | | | | | | | | | | | | | |
(i) | Includes interest reversal. |
The Company’s debts with legal proceedings are secured by assets, cash deposit, bank guarantee or insurance guarantee.
Tax claims
| a) | Judicial claims deemed to be probable losses, fully accrued |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Compensation with FINSOCIAL | | | 281,870 | | | | 280,158 | |
State VAT—ICMS credits | | | 100,156 | | | | 99,423 | |
INSS—Social security | | | 65,799 | | | | 65,149 | |
PIS and COFINS | | | 2,067 | | | | 2,051 | |
Federal income taxes | | | 1,536 | | | | 1,521 | |
IPI—Excise tax credit—NT | | | 683 | | | | 678 | |
Other | | | 26,415 | | | | 52,267 | |
| | | | | | | | |
| | | 478,526 | | | | 501,247 | |
| | | | | | | | |
F-45
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Judicial claims deemed as possible losses, and therefore not accrued |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
ICMS—State VAT | | | 2,602,476 | | | | 2,652,709 | |
Federal income taxes | | | 2,812,177 | | | | 2,766,174 | |
IRRF—Withholding tax | | | 922,882 | | | | 914,545 | |
PIS and COFINS—Revenue taxes | | | 845,314 | | | | 838,343 | |
INSS—Social security and other | | | 562,967 | | | | 556,252 | |
Goodwill Rumo | | | 516,586 | | | | 512,120 | |
IPI—Excise tax credit—NT | | | 512,027 | | | | 523,121 | |
Penalties related to tax positions | | | 434,252 | | | | 429,249 | |
MP 470—Tax installments | | | 292,288 | | | | 290,389 | |
Foreign financial operation | | | 282,893 | | | | 280,414 | |
Compensation with IPI—IN 67/98 | | | 132,869 | | | | 132,270 | |
Stock option | | | 66,336 | | | | 65,776 | |
Financial transactions tax on loan | | | 51,647 | | | | 51,330 | |
Social security contributions | | | 46,334 | | | | 45,985 | |
Compensation credit award | | | 41,798 | | | | 41,350 | |
Other | | | 935,155 | | | | 902,698 | |
| | | | | | | | |
| | | 11,058,001 | | | | 11,002,725 | |
| | | | | | | | |
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 andnon-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. |
F-46
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| b) | Judicial claims deemed as possible losses, and therefore not accrued |
The main civil and labor lawsuits, for which an unfavorable outcome is considered possible, are as follows:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
| | |
Civil | | | 2,831,083 | | | | 2,865,572 | |
Labor | | | 1,065,286 | | | | 1,061,910 | |
Regulatory | | | 643,747 | | | | 606,133 | |
Environmental | | | 396,272 | | | | 378,462 | |
| | | | | | | | |
| | | 4,936,388 | | | | 4,912,077 | |
| | | | | | | | |
At March 31, 2018, Cosan Limited’s share capital is composed of the following:
| | | | | | | | | | | | | | | | |
| | Class A and / or BDRs | | | % | | | Class B1 shares | | | % | |
Shareholders—Common shares | | | | |
Controlling Group(i) | | | 14,514,418 | | | | 8.32 | | | | 96,332,044 | | | | 100.00 | |
Renaissance Technologies LLC | | | 10,575,499 | | | | 6.07 | | | | — | | | | — | |
M&G Investment Management Limited | | | 8,111,631 | | | | 4.65 | | | | — | | | | — | |
Eastspring Investments (Singapore) Limited | | | 4,250,300 | | | | 2.44 | | | | — | | | | — | |
Free Float | | | 109,415,289 | | | | 62.75 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 146,867,137 | | | | 84.23 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 27,488,204 | | | | 15.77 | | | | — | | | | — | |
Total | | | 174,355,341 | | | | 100.00 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
(i) | The controlling group is composed by the following companies: (i) Queluz Holdings Limited, (ii) Usina Costa Pinto S.A. (iii) MSOR Participações S.A. and (iv) Usina Bom Jesus S.A. Açúcar e Álcool. |
The Company holds 27,488,204 Class A treasury shares as of March 31, 2018 and December 31, 2017 with a market value of U.S.$ 10.39 per share as of March 31, 2018 (U.S.$ 9.70 per share as of December 31, 2017).
F-47
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| c) | Other comprehensive (loss) income |
| | | | | | | | | | | | |
| | December 31, 2017 | | | Comprehensive (loss) income | | | March 31, 2018 | |
Foreign currency translation effects | | | (372,343 | ) | | | (23,847 | ) | | | (396,190 | ) |
Gain on cash flow hedge in joint ventures and subsidiaries | | | 14,610 | | | | 3,317 | | | | 17,927 | |
Actuarial loss on defined benefit plan | | | (44,937 | ) | | | (54 | ) | | | (44,991 | ) |
Gain on share subscription of a subsidiary | | | 15,000 | | | | — | | | | 15,000 | |
Changes in fair value of available for sale securities | | | 841 | | | | 32 | | | | 873 | |
| | | | | | | | | | | | |
Total | | | (386,829 | ) | | | (20,552 | ) | | | (407,381 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (394,212 | ) | | | (15,647 | ) | | | (409,859 | ) |
Non-controlling interests | | | 7,383 | | | | (4,905 | ) | | | 2,478 | |
| | | | | | | | | | | | |
| | December 31, 2016 | | | Comprehensive (loss) income | | | March 31, 2017 | |
| | |
Foreign currency translation effects | | | (322,258 | ) | | | 14,437 | | | | (307,821 | ) |
Loss on cash flow hedge in joint ventures and subsidiaries | | | (190,001 | ) | | | 171,295 | | | | (18,706 | ) |
Actuarial loss on defined benefit plan | | | (29,017 | ) | | | — | | | | (29,017 | ) |
Gain on share subscription of subsidiary | | | 6,000 | | | | 9,000 | | | | 15,000 | |
Changes in fair value of available for sale securities | | | (2,618 | ) | | | 129 | | | | (2,489 | ) |
| | | | | | | | | | | | |
Total | | | (537,894 | ) | | | 194,861 | | | | (343,033 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (480,454 | ) | | | 125,649 | | | | (354,805 | ) |
Non-controlling interests | | | (57,440 | ) | | | 69,212 | | | | 11,772 | |
| | | | | | | | | | | | |
F-48
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The following table sets forth the calculation of earnings per share (in thousands of Brazilian Reais, except per share amounts):
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Profit attributable from continued operation to ordinary equity holders for basic earnings | | | 106,304 | | | | 21,115 | |
Effect of dilution: | | | | | | | | |
Dilutive effect of subsidiary’s stock option plan | | | (558 | ) | | | (665 | ) |
Dilutive effect of put option | | | — | | | | (15,601 | ) |
| | | | | | | | |
Profit from continued operation attributable to ordinary equity holders adjusted for the effect of dilution | | | 105,746 | | | | 4,849 | |
| | | | | | | | |
Basic number of shares outstanding—In thousands of shares | | | 243,199 | | | | 264,691 | |
Effect of dilution: | | | | | | | | |
Dilutive effect of stock option plan | | | 13,212 | | | | — | |
| | | | | | | | |
Diluted number of shares outstanding—In thousands of shares | | | 256,411 | | | | 264,691 | |
| | | | | | | | |
Basic earnings per share from: | | | | | | | | |
Continuing operations | | R$ | 0.4371 | | | R$ | 0.0798 | |
Diluted earnings per share from: | | | | | | | | |
Continuing operations | | R$ | 0.4124 | | | R$ | 0.0183 | |
Thenon-controlling interests of the indirect subsidiary Brado Logística S.A 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 Rumo. The exchange ratio shall take into account the economic value for both Brado and Rumo shares. At the Company’s exclusive discretion, an equivalent cash payment is also possible.
For the three month period ended At March 31, 2018, 3,558,449 share options from indirect subsidiary Rumo S.A and 20,339,671 share options from indirect subsidiary Brado Logística S.A were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive.
For the three month period ended At March 31, 2018, 10,939,800 shares related to the share repurchase plan of subsidiary Cosan S.A have an antidilutive effect, so they were not considered in the diluted earnings per share analysis.
F-49
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
24 | Other income (expenses), net |
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Income from sale of scrap / eventual income | | | 12,947 | | | | — | |
Insurance reimbursement income | | | 3,588 | | | | 1,181 | |
Rental income | | | — | | | | 1,495 | |
(Loss) gain on disposal ofnon-current assets and intangibles | | | (770 | ) | | | 2,485 | |
Net effect of legal proceedings, recoverable and tax installments | | | (31,398 | ) | | | (17,065 | ) |
Other | | | (7,028 | ) | | | (4,136 | ) |
| | | | | | | | |
| | | (22,661 | ) | | | (16,040 | ) |
| | | | | | | | |
F-50
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | March 31, 2018 | | | March 31, 2017 | |
Cost of gross debt | | | | | | | | |
Interest on debt | | | (433,492 | ) | | | (486,044 | ) |
Monetary and exchange rate variation | | | (56,561 | ) | | | 116,549 | |
Derivatives and fair value measurement | | | 56,443 | | | | (135,662 | ) |
Amortization of borrowing costs | | | (9,975 | ) | | | (315 | ) |
Guarantees and warranties on debt | | | (35,662 | ) | | | (46,375 | ) |
| | | | | | | | |
| | | (479,247 | ) | | | (551,847 | ) |
Income from financial investment and exchange rate in cash and cash equivalents | | | 117,346 | | | | 149,186 | |
| | | | | | | | |
| | 117,346 | | | 149,186 | |
| | | | | | | | |
Cost of debt, net | | | (361,901 | ) | | | (402,661 | ) |
Other charges and monetary variations | | | | | | | | |
Interest on other receivables | | | 47,013 | | | | 43,698 | |
Monetary variation on leases and concessions agreements | | | (45,231 | ) | | | (73,128 | ) |
Monetary variation on leases | | | (52,319 | ) | | | (34,246 | ) |
Bank charges and others | | | (22,963 | ) | | | (25,656 | ) |
Advances on real state credits | | | (1,206 | ) | | | (7,169 | ) |
Interest on contingencies and contracts | | | (27,044 | ) | | | (17,943 | ) |
Interest on other liabilities | | | (36,212 | ) | | | (99,218 | ) |
Interest on shareholders’ equity | | | 722 | | | | — | |
Exchange variation | | | (21,539 | ) | | | (2,069 | ) |
| | | | | | | | |
| | | (158,779 | ) | | | (215,731 | ) |
| | | | | | | | |
| | | | | | | | |
(=) Finance results, net | | | (520,680 | ) | | | (618,392 | ) |
Finance expense | | | (499,883 | ) | | | (898,232 | ) |
Finance income | | | 188,848 | | | | 283,009 | |
Exchange variation | | | (75,957 | ) | | | 118,889 | |
Derivatives | | | (133,688 | ) | | | (122,058 | ) |
| | | | | | | | |
Finance results, net | | | (520,680 | ) | | | (618,392 | ) |
| | | | | | | | |
F-51
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Financial risk management
Overview
The Company is exposed to the following risks related to the use of financial instruments:
This note presents information about the exposure of the Company to the above risks, as well as the objectives of the Company’s risk management policies, these policy and processes for the assessment and management of risks.
The carrying amount of financial assets and financial liabilities are as follows:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Assets | | | | | | | | |
Fair value through profit or loss | | | | | | | | |
Investment funds | | | 3,024,161 | | | | 1,852,114 | |
Marketable securities | | | 3,549,053 | | | | 3,853,343 | |
Derivate financial instruments | | | 1,009,445 | | | | 1,162,213 | |
| | | | | | | | |
| | 7,582,659 | | | 6,867,670 | |
Amortized cost | | | | | | | | |
Cash and cash equivalents | | | 3,078,443 | | | | 2,703,063 | |
Trade receivables | | | 1,373,106 | | | | 1,322,420 | |
Restricted cash | | | 196,728 | | | | 225,634 | |
Receivables from related parties | | | 191,413 | | | | 199,814 | |
Other financial assets | | | — | | | | 1,340,000 | |
Dividends receivable | | | 11,542 | | | | 13,466 | |
| | | | | | | | |
| | 4,851,232 | | | 5,804,397 | |
Total | | | 12,433,891 | | | | 12,672,067 | |
| | | | | | | | |
F-52
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Liabilities | | | | | | | | |
Amortized cost | | | | | | | | |
Loans, borrowings and debentures | | | 13,077,028 | | | | 13,858,709 | |
Leases | | | 716,281 | | | | 944,138 | |
Real state credit certificates | | | 59,514 | | | | 86,745 | |
Trade payables | | | 2,355,989 | | | | 2,433,995 | |
Other financial liabilities | | | 309,402 | | | | 382,702 | |
Payables to related parties | | | 346,697 | | | | 328,263 | |
Dividends payable | | | 157,640 | | | | 191,478 | |
Tax installments—REFIS | | | 219,552 | | | | 229,745 | |
Trade payables—Corporate operation / Agreements | | | 213,065 | | | | 210,476 | |
Preferred shareholders payable in subsidiaries | | | 1,464,513 | | | | 1,442,679 | |
| | | | | | | | |
| | | 18,919,681 | | | | 20,108,930 | |
Fair value through profit or loss | | | | | | | | |
Loans, borrowings and debentures | | | 8,899,702 | | | | 7,830,237 | |
Contingent consideration | | | 53,653 | | | | 116,542 | |
Derivative financial instruments | | | 91,582 | | | | 115,085 | |
| | | | | | | | |
| | | 9,044,937 | | | | 8,061,864 | |
| | | 27,964,618 | | | | 28,170,794 | |
| | | | | | | | |
During the period ended at March 31, 2018, there was no reclassification between the categories fair value through profit or loss and amortized cost.
Risk management structure
As at March 31, 2018 and December 31, 2017, the fair values relating to transactions involving derivative financial instruments to protect the Company’s risk exposure were using observable inputs such as quoted prices in active markets, or discounted cash flows based on market curves, and are presented below:
| | | | | | | | | | | | | | | | |
| | Notional | | | Fair value | |
| | March 31, 2018 | | | December 31, 2017 | | | March 31, 2018 | | | December 31, 2017 | |
Exchange rate derivatives | | | | | | | | | | | | | | | | |
Forward agreements | | | 1,210,249 | | | | 494,302 | | | | 7,787 | | | | (457 | ) |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 4,131,485 | | | | 2,446,369 | | | | 424,337 | | | | 330,712 | |
Swap agreements (exchange and interest rate) | | | 6,604,932 | | | | 7,217,792 | | | | 485,739 | | | | 716,873 | |
| | | | | | | | | | | | | | | | |
| | 10,736,417 | | | 9,664,161 | | | 910,076 | | | 1,047,585 | |
Total financial instruments | | | | | | | | | | | 917,863 | | | | 1,047,128 | |
| | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | 1,009,445 | | | | 1,162,213 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | (91,582 | ) | | | (115,085 | ) |
| | | | | | | | | | | | | | | | |
F-53
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Credit risk
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Cash and cash equivalents(i) | | | 6,102,604 | | | | 4,555,177 | |
Trade receivables(ii) | | | 1,373,106 | | | | 1,322,420 | |
Derivative financial instruments(i) | | | 1,009,445 | | | | 1,162,213 | |
Marketable securities(i) | | | 3,549,053 | | | | 3,853,343 | |
Receivables from related parties(ii) | | | 191,413 | | | | 199,814 | |
Dividends | | | 11,542 | | | | 13,466 | |
Restricted cash(i) | | | 196,728 | | | | 225,634 | |
| | | | | | | | |
| | 12,433,891 | | | 11,332,067 | |
| | | | | | | | |
(i) | The credit risk on cash and cash equivalents, marketable securities, restricted cash and derivative financial instruments are determined by rating instruments widely accepted by the market and are arranged as follows: |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
AAA | | | 3,919,202 | | | | 3,499,345 | |
AA | | | 6,937,959 | | | | 6,159,553 | |
B | | | 669 | | | | 2,007 | |
BB+ | | | — | | | | 4,180 | |
| | | | | | | | |
| | 10,857,830 | | | 9,665,085 | |
| | | | | | | | |
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.
(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. |
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. Management considers that the credit risk is covered by the allowance for doubtful accounts.
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.
F-54
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Thenon-derivative financial liabilities of the Company sorted by due dates (based on undiscounted cash flows contracted) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
| | Up to 1 year | | | 1—2 years | | | 3—5 years | | | More than 5 years | | | Total | | | Total | |
Loans, borrowings and debentures | | | (4,323,931 | ) | | | (3,255,470 | ) | | | (9,633,985 | ) | | | (14,818,454 | ) | | | (32,031,840 | ) | | | (31,554,560 | ) |
Trade payables | | | (2,355,989 | ) | | | — | | | | — | | | | — | | | | (2,355,989 | ) | | | (2,433,995 | ) |
Other financial liabilities | | | (309,402 | ) | | | — | | | | — | | | | — | | | | (309,402 | ) | | | (382,702 | ) |
Tax installments—REFIS | | | (66,261 | ) | | | (26,113 | ) | | | (38,467 | ) | | | (103,946 | ) | | | (234,787 | ) | | | (244,957 | ) |
Leases | | | (289,249 | ) | | | (196,390 | ) | | | (347,535 | ) | | | (261,351 | ) | | | (1,094,525 | ) | | | (1,443,470 | ) |
Derivative financial instruments | | | 104,166 | | | | (62,665 | ) | | | (535,316 | ) | | | 1,137,367 | | | | 643,552 | | | | (110,909 | ) |
Real estate credits certificates | | | (63,389 | ) | | | — | | | | — | | | | — | | | | (63,389 | ) | | | (92,844 | ) |
Payables to related parties | | | (346,697 | ) | | | — | | | | — | | | | — | | | | (346,697 | ) | | | (328,263 | ) |
Dividends payable | | | (157,640 | ) | | | — | | | | — | | | | — | | | | (157,640 | ) | | | (191,478 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (7,808,392 | ) | | | (3,540,638 | ) | | | (10,555,303 | ) | | | (14,046,384 | ) | | | (35,950,717 | ) | | | (36,783,178 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
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.
As at March 31, 2018 and December 31, 2017, the Company had the following net exposure to the exchange rate variations on assets and liabilities denominated in Dollar:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Cash and cash equivalents | | | 2,542,960 | | | | 782,103 | |
Trade receivables | | | 21,074 | | | | 25,797 | |
Trade payables | | | — | | | | (13,230 | ) |
Loans, borrowings and debentures | | | (10,897,196 | ) | | | (8,919,712 | ) |
Advances from clients | | | — | | | | (6,310 | ) |
Contingent consideration | | | (17,449 | ) | | | (64,213 | ) |
Payables to related parties | | | (213,065 | ) | | | (210,497 | ) |
Derivative financial instruments(i) | | | 7,363,739 | | | | 7,323,116 | |
| | | | | | | | |
Foreign exchange exposure, net | | | (1,199,937 | ) | | | (1,082,946 | ) |
| | | | | | | | |
| (i) | These balances are equivalent to the notional amount in U.S. Dollars converted to R$ at the Dollar rate of March 31, 2018 and December 31, 2017 respectively. |
F-55
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Sensitivity analysis on changes in foreign exchange rates:
The probable scenario was defined based on the U.S. Dollar market rates as at March 31, 2018, which determines the fair values of the derivatives at that date. Stressed scenarios (positive and negative effects, before tax effects) were defined based on changes of a 25% and 50% to the U.S. Dollar exchange rates used in the probable scenario.
Based on the financial instruments denominated in U.S. Dollars at March 31, 2018, the Company performed a sensitivity analysis by increasing and decreasing the exchange rate for R$/U.S.$ by 25% and 50%. The probable scenario considers the estimated exchange rates, made by a specialized third part, at the due date of the transactions for the companies with functional currency Real (positive and negative, before tax effects), as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Exchange rate sensitivity analysis (R$/US$) | |
| | March 31, 2018 | | | Scenario | |
| | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
U.S.$ | | | 3.3238 | | | | 3.3100 | | | | 4.1375 | | | | 4.9650 | | | | 2.4825 | | | | 1.6550 | |
The external source used by the company for market projections was a specialized consultant.
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 | | | U.S.$ fluctuation | | | | (8,749 | ) | | | 524,638 | | | | 1,049,275 | | | | (524,638 | ) | | | (1,049,275 | ) |
Trade receivables | | | U.S.$ fluctuation | | | | (87 | ) | | | 5,246 | | | | 10,494 | | | | (5,246 | ) | | | (10,494 | ) |
Payables to related parties | | | U.S.$ fluctuation | | | | 885 | | | | (53,045 | ) | | | (106,091 | ) | | | 53,045 | | | | 106,091 | |
Exchange rate derivatives (i) | | | U.S.$ fluctuation | | | | 65,910 | | | | 2,485,371 | | | | 4,970,744 | | | | (2,485,371 | ) | | | (4,970,744 | ) |
Loans, borrowings and debentures | | | U.S.$ fluctuation | | | | 38,400 | | | | (2,302,583 | ) | | | (4,605,166 | ) | | | 2,302,583 | | | | 4,605,166 | |
Contingent consideration | | | U.S.$ fluctuation | | | | 72 | | | | (4,343 | ) | | | (8,688 | ) | | | 4,345 | | | | 8,689 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | | | 96,431 | | | | 655,284 | | | | 1,310,568 | | | | (655,282 | ) | | | (1,310,567 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| (i) | For sensitivity analysis, it’s only considered exchange rate swaps for Notional. |
The Company monitories 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.
F-56
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Sensitivity analysis on changes in interest rates:
A sensitivity analysis on the interest rates on loans and borrowings in compensation for the CDI investments withpre-tax increases and decreases of 25% and 50% is presented below:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2018 | |
Exposure interest rate(i) | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents | | | 315,168 | | | | 78,793 | | | | 157,584 | | | | (78,793 | ) | | | (157,584 | ) |
Marketable securities | | | 53,796 | | | | 13,449 | | | | 26,898 | | | | (13,449 | ) | | | (26,898 | ) |
Restricted cash | | | 12,295 | | | | 3,074 | | | | 6,148 | | | | (3,074 | ) | | | (6,148 | ) |
Leases | | | (30,387 | ) | | | (7,597 | ) | | | (15,194 | ) | | | 7,597 | | | | 15,194 | |
Advances on real state credits | | | (3,434 | ) | | | (858 | ) | | | (1,717 | ) | | | 858 | | | | 1,717 | |
Interest rate derivatives(ii) | | | 808,256 | | | | (1,132,704 | ) | | | (2,110,497 | ) | | | 1,339,732 | | | | 2,910,980 | |
Loans, borrowings and debentures | | | (884,617 | ) | | | (131,526 | ) | | | (263,087 | ) | | | 131,526 | | | | 263,087 | |
| | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | 271,077 | | | | (1,177,369 | ) | | | (2,199,865 | ) | | | 1,384,397 | | | | 3,000,348 | |
| | | | | | | | | | | | | | | | | | | | |
The probable scenario considers the estimated interest rate, made by a specialized third part andBanco Central do Brasil as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
SELIC | | | 6.25% | | | | 7.81% | | | | 9.38% | | | | 4.69% | | | | 3.13% | |
CDI | | | 5.77% | | | | 7.21% | | | | 8.66% | | | | 4.33% | | | | 2.89% | |
TJ462 | | | 7.75% | | | | 9.44% | | | | 11.13% | | | | 6.06% | | | | 4.38% | |
TJLP | | | 6.75% | | | | 8.44% | | | | 10.13% | | | | 5.06% | | | | 3.38% | |
IPCA | | | 4.18% | | | | 5.23% | | | | 6.28% | | | | 3.14% | | | | 2.09% | |
FED FUNDS | | | 2.25% | | | | 2.81% | | | | 3.38% | | | | 1.69% | | | | 1.13% | |
| (i) | The external source used by the company for market projections was a specialized consultant. |
| (ii) | The probable scenario for derivative financial instruments represents the currentmark-to-market balance. |
Financial instruments fair value
The market value of the Senior Notes and Perpetual Notes are listed on the Luxembourg Stock Exchange (Note 15) is based on their quoted market price are as follows:
| | | | | | | | | | |
Loan | | Company | | March 31, 2018 | | | December 31, 2017 | |
Senior Notes Due 2018 | | Cosan S.A | | | — | | | | 100.37 | % |
Senior Notes Due 2023 | | Cosan S.A | | | 100.77 | % | | | 101.54 | % |
Senior Notes Due 2024 | | Rumo S.A | | | 107.10 | | | | 107.86 | % |
Senior Notes Due 2025 | | Rumo S.A | | | 99.13 | % | | | — | |
Senior Notes Due 2027 | | Cosan S.A | | | 106.57 | % | | | 108.14 | % |
Senior Notes Due 2024 | | Cosan | | | 101.66 | % | | | 102,79 | % |
Perpetual Notes | | Cosan S.A | | | 101.49 | % | | | 102.83 | % |
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 15).
F-57
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The carrying amounts and fair value of financial assets and financial liabilities are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Assets and liabilities measured at fair value | |
| | Carrying amount | | | March 31, 2018 | | | December 31, 2017 | |
| | March 31, 2018 | | | December 31, 2017 | | | Level 2 | | | Level 3 | | | Level 2 | | | Level 3 | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Investment funds | | | 3,024,161 | | | | 1,852,114 | | | | 3,024,161 | | | | — | | | | 1,852,114 | | | | — | |
Marketable securities | | | 3,549,053 | | | | 3,853,343 | | | | 3,549,053 | | | | — | | | | 3,853,343 | | | | — | |
Derivate financial instruments | | | 1,009,445 | | | | 1,162,213 | | | | 1,009,445 | | | | — | | | | 1,162,213 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 7,582,659 | | | | 6,867,670 | | | | 7,582,659 | | | | — | | | | 6,867,670 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Loans, borrowings and debentures | | | (8,899,702 | ) | | | (7,830,237 | ) | | | (8,899,702 | ) | | | — | | | | (7,830,237 | ) | | | — | |
Contingent consideration(i) | | | (53,653 | ) | | | (116,542 | ) | | | — | | | | (53,653 | ) | | | — | | | | (116,542 | ) |
Derivative financial instruments | | | (91,582 | ) | | | (115,085 | ) | | | (91,582 | ) | | | — | | | | (115,085 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | (9,044,937 | ) | | | (8,061,864 | ) | | | (8,991,284 | ) | | | (53,653 | ) | | | (7,945,322 | ) | | | (116,542 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(i) | The valuation of the contingent consideration considers the present value of expected payment, discounted using a risk-adjusted discount rate. The expected payment is determined by considering the probable scenarios of forecast revenue and EBITDA, the amount to be paid under each scenario and the probability of each scenario. The significant unobservable inputs are the forecast of the annual growth rate of revenue, EBITDA margin forecast and the 13% discount rate adjusted for risk |
Hedge accounting
Currently the Company has adopted the hedge accounting of fair value for some 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 January 01, 2018 | | | 4,218,221 | | | | (146,524 | ) | | | 4,071,697 | |
Interest amortization | | | (99,624 | ) | | | 43,211 | | | | (56,413 | ) |
Fair value | | | 18,560 | | | | (100,464 | ) | | | (81,904 | ) |
| | | | | | | | | | | | |
At March 31, 2018 | | | 4,137,157 | | | | (203,777 | ) | | | 3,933,380 | |
| | | | | | | | | | | | |
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.
F-58
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
27 | Post-employment benefits |
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Futura | | | 45,486 | | | | 44,431 | |
Futura II | | | 143 | | | | 1,237 | |
Comgás | | | 444,551 | | | | 439,791 | |
| | | | | | | | |
| | | 490,180 | | | | 485,459 | |
| | | | | | | | |
Pension plan
During the period ended March 31, 2018, the amount of sponsor contributions to the plans was R$ 8,673 (R$ 6,896 for the period ended March 31, 2017).
F-59
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
On March 31, 2018 the Company has two share-based payment plans: (i) Stock Option Plan which provides an option to executives to buy the shares of the Company and (ii) Stock Based Compensation Plan which provides to executives a grant of shares of the Company.
The plans have been administered by the Board of Directors of each Company, at its option, by a Committee, within the limits established in the guidelines for the elaboration and structuring of each plan and in the applicable legislation.
| a) | Cosan S.A (equity-settled) |
The vesting period and the position of the outstanding options are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of instruments on March 31, 2018 | | | | | | | | | | |
Share option programs | | Expected life (years) | | Interest rate -% | | | Expected volatility - % | | | Granted | | | Vested or cancelled option | | | Outstanding | | | Market price on grant date | | | Exercise price at March 31, 2018 | | | Fair value at grant date - R$(i) | |
August 18, 2011 (A) | | 1 to 7 | | | 12.39 | | | | 31.44 | | | | 4,825,000 | | | | (4,460,000 | ) | | | 365,000 | | | | 22.80 | | | | 26.30 | | | | 6.80 | |
August 18, 2011 (B) | | 1 to 12 | | | 12.39 | | | | 30.32 | | | | 5,000,000 | | | | (2,500,000 | ) | | | 2,500,000 | | | | 22.80 | | | | 26.30 | | | | 8.15 | |
December 12, 2012 (C) | | 1 to 7 | | | 8.78 | | | | 31.44 | | | | 700,000 | | | | (420,000 | ) | | | 280,000 | | | | 38.89 | | | | 47.78 | | | | 10.10 | |
April 24, 2013 | | 5 to 7 | | | 13.35 | | | | 27.33 | | | | 970,000 | | | | (110,000 | ) | | | 860,000 | | | | 45.22 | | | | 54.53 | | | | 17.95 | |
April 25, 2014 | | 5 to 7 | | | 12.43 | | | | 29.85 | | | | 960,000 | | | | (70,000 | ) | | | 890,000 | | | | 39.02 | | | | 44.17 | | | | 15.67 | |
August 31, 2015 | | 5 to 7 | | | 14.18 | | | | 33.09 | | | | 759,000 | | | | (85,000 | ) | | | 674,000 | | | | 19.96 | | | | 19.09 | | | | 7.67 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 13,214,000 | | | | (7,645,000 | ) | | | 5,569,000 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (i) | The fair value measurement was performed on the Black-Scholes pricing model. |
| b) | Reconciliation of outstanding stock option |
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 January 1, 2018 | | | 6,146,000 | | | | 32.28 | |
Vested | | | (577,000 | ) | | | 25.91 | |
| | | | | | | | |
At March 31, 2018 | | | 5,569,000 | | | | 32.70 | |
| | | | | | | | |
| c) | Expenses recorded in income statement |
For the period ended March 31, 2018, R$ 1,239 (R$ 1,493 on March 31, 2017) has been recognized as an expense related to the stock option plan.
F-60
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
28.2 Stock-Grant Plan
28.2.1 Cosan Limited
28.2.1.1 Cash settled
| a) | Reconciliation of outstanding shares |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Number of instruments on March 31, 2018 | | | | | | | |
Stock grant program | | Expected life (years) | | | Granted | | | Vested or cancelled | | | Outstanding | | | Market price on grant date U.S.$ | | | Fair value at grant date—U.S.$ | |
September 29, 2017 | | | 5 | | | | 255,000 | | | | — | | | | 255,000 | | | | 8.10 | | | | 8.10 | |
| b) | Expenses recorded in income statement |
For the period ended March 31, 2018 it was recorded an amount of R$ 467 (zero in 2017) on the general and administrative expenses.
28.2.1.2 Equity-settled
| a) | Reconciliation of outstanding shares |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Number of instruments on March 31, 2018 | | | | | | | |
Stock grant program | | Expected life (years) | | | Granted | | | Vested | | | Outstanding | | | Market price on grant date U.S.$ | | | Fair value at grant date—U.S.$ | |
August 18, 2017 | | | 10 | | | | 577,101 | | | | (577,101 | ) | | | — | | | | 7.32 | | | | 7.32 | |
| b) | Expenses recorded in income statement |
For the period ended March 31, 2018 it was recorded an amount of R$ 8,312 (zero in 2017) on the general and administrative expenses.
28.2.2 Cosan S.A.
28.2.2.1 Equity-settled
| a) | Reconciliation of outstanding shares |
The vesting period and the position of the outstanding shares are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Number of instruments on March 31, 2018 | | | | | | | |
Stock grant program | | Expected life (years) | | | Interest rate—% | | | Expected volatility—% | | | Granted | | | Exercisable or cancellation | | | Outstanding | | | Market price on grant date | | | Fair value at grant date—R$ | |
April 27, 2017 | | | 5 | | | | 15.00 | | | | 32.75 | | | | 274,000 | | | | (37,900 | ) | | | 236,100 | | | | 32.11 | | | | 32.11 | |
July 31, 2017 | | | 5 | | | | 15.00 | | | | 33.70 | | | | 298,107 | | | | (38,900 | ) | | | 259,207 | | | | 36.06 | | | | 36.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 572,107 | | | | (76,800 | ) | | | 495,307 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-61
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The number and weighted-average exercise prices of shares under the stock grant plans were as follows:
| | | | |
| | Number of shares | |
At January 1, 2018 | | | 514,007 | |
Vested | | | (1,994 | ) |
Cancelled | | | (16,706 | ) |
| | | | |
At March 31, 2018 | | | 495,307 | |
| | | | |
| b) | Expenses recorded in income statement |
For the period ended March 31, 2018 it was recorded an amount of R$ 913 (zero in 2017) on the general and administrative expense.
28.2.3 Comgás
28.2.3.1 Equity-settled
| a) | Reconciliation of outstanding shares |
The vesting period and the position of the outstanding shares are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Number of instruments on March 31, 2018 | | | | | | | |
Stock grant program | | Expected life (years) | | | Interest rate—% | | | Expected volatility—% | | | Granted | | | Exercisable | | | Outstanding | | | Market price on grant date | | | Fair value at grant date—R$(i) | |
April 20, 2017 | | | 5 | | | | 12.16 | | | | 27.20 | | | | 61,300 | | | | — | | | | 61,300 | | | | 47.80 | | | | 37.29 | |
December 08, 2017 | | | 5 | | | | 10.09 | | | | 30.00 | | | | 97,780 | | | | — | | | | 97,780 | | | | 54.25 | | | | 36.37 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 159,080 | | | | — | | | | 159,080 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| b) | Expenses recorded in income statement |
For the period ended March 31, 2018, R$ 313 (zero in 2017) has been recognized as an expense related to this stock grant plan.
28.2.4 Cosan Logística.
28.2.4.1 Equity-settled
| a) | Reconciliation of outstanding shares |
The table below shows the data of the grants made by the Company:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Number of instruments on March 31, 2018 | | | | | | | |
Stock grant program | | Expected life (years) | | | Interest rate—% | | | Expected volatility—% | | | Granted | | | Exercisable | | | Outstanding | | | Market price on grant date | | | Fair value at grant date—R$ | |
2015 Plan | | | 5 | | | | 11.33 | | | | 42.75 | | | | 1,522,200 | | | | (161,600 | ) | | | 1,360,600 | | | | 6.10 | | | | 6.10 | |
2016 Plan | | | 5 | | | | 11.33 | | | | 42.75 | | | | 1,466,900 | | | | (106,600 | ) | | | 1,360,300 | | | | 6.10 | | | | 6.10 | |
2017 Plan | | | 5 | | | | 9.93 | | | | 29.76 | | | | 870,900 | | | | (9,750 | ) | | | 861,150 | | | | 10.42 | | | | 10.42 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 3,860,000 | | | | (277,950 | ) | | | 3,582,050 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-62
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The number of shares and restricted shares of the Company’s programs are as follows:
| | | | |
| | Number of shares | |
At January 1, 2018 | | | 3,587,750 | |
Vested | | | (428 | ) |
Cancelled | | | (5,272 | ) |
| | | | |
At March 31, 2018 | | | 3,582,050 | |
| | | | |
| b) | Expenses recorded in income statement |
For the period ended March 31, 2018 it was recorded an amount of R$ 1,805 (R$ 1,352 for the period ended March 31, 2017) on the general and administrative expense.
| 29.1 | Distribution of dividends |
On April 27, 2018, the Ordinary and Extraordinary General Meeting approved the distribution of the Company’s dividends in the total amount of R$ 69,352.
| 29.2 | Distribution of dividends – Cosan S.A |
On April 26, 2018, the Ordinary and Extraordinary General Meeting, of the subsidiary Cosan S.A, approved the distribution of mandatory minimum dividends in the amount of R$ 312,390 and the complementary dividends of R$ 137,610. The total amount of dividend approved was R$ 450,000.
| 29.3 | Increase in share capital – Cosan S.A |
On April 26, 2018, the Ordinary and Extraordinary General Meeting approved the increase of the Cosan S.A’s share capital in the amount of R$ 419,401, without the issuance of new shares, by converting part of the existing balance into the Capital Reserve account and into the Legal Reserve account.
| 29.4 | Increase in share capital – COMGÁS |
On April 25, 2018, the Ordinary and Extraordinary General Meeting approved the increase of the COMGÁS share capital in the amount of R$ 168,828, through the capitalization of the special goodwill reserve.
| 29.5 | Discontinuation of the BDR program |
On April 19, 2018, the Company submitted to the B3 a proposal relating to the discontinuation of its BDR program pursuant to the procedure set forth in the B3’s Issuer Guide (Manual do Emissor). Once completed, we will take the requisite steps to complete our deregistration with the Brazilian Securities Commission (Comissão de Valores Mobiliários), or “CVM,” and the delisting of our BDRs from the B3. The discontinuation of our BDR program is intended to reduce our regulatory costs and concentrate liquidity of the Company’s stock on the NYSE.
F-63
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| 29.6 | Acquisition of Shell’s Downstream Business in Argentina |
On April 24, 2018, Raízen Combustíveis and its subsidiary Raízen Argentina Holdings S.A.U. entered into an agreement for the acquisition of Shell Argentina from Shell Overseas Investments B.V. and B.V. Dordtsche Petroleum Maatschappij for the an amount of U.S.$950 million. The consideration to be paid assumes that Shell Argentina has no indebtedness and is subject to customary adjustments, including for variations in working capital and net debt, through to the closing date.
Shell Argentina operates a petroleum refinery and distributes fuel through a network of 645 petrol stations in Argentina. It is expected that following the closing of the transaction, Shell Argentina will enter into several agreements with Shell entities, on market terms, including a supply agreement for the import of hydrocarbons and a license to use certain Shell brands in Argentina.
The closing of the transaction is subject to certain customary closing conditions, including (i) a corporate reorganization of the target group of companies, which includes thecarve-out of the upstream (exploration and production) business of Shell in Argentina, and (ii) regulatory approvals. It is expected that these conditions precedent will be fulfilled by the end of 2018.
| 29.7 | Merge of subsidiaries |
On April 20, 2018, the General Meeting approved the merger of Brado Holding S.A., Rumo Malha Norte Holding Ltda. and Tezza Consultoria de Negócios Ltda. by “Rumo”, so that the merged companies will be extinguished and Rumo will succeed the merged ones. This transaction serves the interest of the parties and their shareholders, generating benefits to the parties by providing administrative efficiency and reducing operating costs.
F-64
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: May 21, 2018.
| | |
COSAN LIMITED |
| |
By: | | /s/ Marcelo Eduardo Martins |
| | Name: Marcelo Eduardo Martins Title: Chief Financial Officer |