FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16
of the Securities Exchange Act of 1934
For the month of November, 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):
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3Q18 Earnings Release
São Paulo, November 9, 2018–COSAN LIMITED (“CZZ” or “Company”) (NYSE: CZZ)announces today its results for the third quarter (July, August, and September) of 2018 (3Q18). 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 3Q18 and 3Q17, except where indicated differently.
Summary of Financial Information
| | | | | | | | | | | | | | | | | | | | |
Executive Summary—Cosan Pro forma¹ | | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | |
BRL mln | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | |
Net Revenue | | | 17,219.3 | | | | 14,483.9 | | | | 18.9 | % | | | 15,070.4 | | | | 14.3 | % |
Gross profit | | | 1,983.1 | | | | 2,322.3 | | | | -14.6 | % | | | 1,692.7 | | | | 17.2 | % |
EBIT | | | 1,046.3 | | | | 1,403.2 | | | | -25.4 | % | | | 868.1 | | | | 20.5 | % |
EBITDA² | | | 1,872.6 | | | | 2,231.3 | | | | -16.1 | % | | | 1,630.9 | | | | 14.8 | % |
Adjusted EBITDA³ | | | 2,147.2 | | | | 2,413.1 | | | | -11.0 | % | | | 1,864.0 | | | | 15.2 | % |
Net Income (Loss) | | | 63.0 | | | | 248.1 | | | | -74.6 | % | | | 22.7 | | | | n/a | |
Adjusted Net Income | | | 191.9 | | | | 267.5 | | | | -28.3 | % | | | 113.7 | | | | 68.8 | % |
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
With elections now behind, one would be tempted to simply look forward. There are challenges ahead indeed: passing much awaited and needed reforms, reorganizing the country to move ahead; ensuring proper regulatory framework to foster investments; increasing productivity and competitiveness; and more. But we are optimistic and remain confident that Cosan will honor its track record of endeavoring Brazilian ups and downs. Our portfolio is prepared to continue growing on a sustainable and efficient way while levering upcoming opportunities.
This was yet another quarter where we performed despite adversities and we reiterate our consolidated guidance for this year. The trucker’s strike of last May charged a toll on fuels distribution results and required an extra-mile from our team. Uncertainties related to definition of diesel subsidy mechanism and consequent delays in payment to distribution companies reduced attractiveness of import changing supply dynamics and requiring logistic reorganization. Otto-cycle volume growth lagged behind expectations. But again we outperformed the street delivering robust results. We managed to increase further ethanol production in our meals reaching record levels, to benefit from higher profitability versus sugar. Comgás delivered volume growth way above GDP, in all business segments. Moove’s international expansion continues. Rumo’s stellar operational turnaround combined with results of liability management continue to yield growing EBITDA and now consistent profits.
In attention to shareholders and investor’s concerns related to the announcement of possible corporate restructuring, Cosan decided to cancel the proposal.In line with long-term goal of simplifying corporate structure and reducing the number of listed vehicles, we announced the possible incorporation of RLOG3 by CSAN3. Additional details, however, were required for proper appreciation of the proposal. By cancelling the restructuring, we reiterate our commitment to best practice governance standards and value creation to shareholders.
We are prepared to look forward!
Marcos Marinho Lutz
CZZ’s CEO
| | |
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 |
| | 3rd 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 on November 7, 2018 and November 8, 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:/ir.cosan.com.br |
| • | | Cosan Logística (RLOG3): http://ir.cosanlogistica.com.br |
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) (60.3%) | | |
Raízen Combustíveis (50%) | | Fuel Distribution |
Raízen Energia (50%) | | Sugar, Ethanol and Cogeneration |
Comgás (80.1%) | | Natural Gas Distribution |
Moove (100%) | | Lubricants, Basic Oils and Specialties |
Cosan Corporativo (100%) | | Corporate Structure and Other Investments |
• Cosan Logística S.A. (RLOG3) (72.5%) | | |
Rumo S.A. (RAIL3) (28.5%) | | Logistics Operator |
Executive Summary 3Q18
Cosan S.A. (CSAN3):
Cosan S/A Proforma: Cosan S/A presented adjusted pro forma EBITDA of R$1.2 billion(-25%) in the quarter, due to the impacts in Raízen’s results,partially offset by EBITDA expansion in Comgás (normalized) and Moove. Net income came in at R$44 million(-91%), negatively affected by foreign exchange variation(non-cash) in the unhedged portion of the perpetual bond. The generation of pro forma free cash flow to equity (FCFE) totaled R$829 million in 3Q18, driven by higher debt raising at Raízen, versus a cash consumption of R$519 million in 3Q17, when two mills of Grupo Tonon were acquired by Raízen Energia. Leverage (net debt/pro forma EBITDA, normalized by Comgás’ regulatory current account) came to 2.0x at the end of 3Q18.
Raízen Combustíveis: Adjusted EBITDA fell 24% to R$683 million in 3Q18, still affected bynon-recurring effects as a result of truckers’ strike, as well as lower demand in Otto cycle.Total volume sold in the period came in 1.5% higher than in 3Q17, sustained by diesel (+5%) and aviation (+9%) growth. Otto cycle fuel sales dropped(-3%), impacted by the World Cup in July, a high level of unemployment and increased fuel prices at the pump due to higher prices in the international market. In gasoline-equivalent, sales shrank 7%, with a strong increase of ethanol in replacement of gasoline. The adjustment to the supply mix following strike-related measures also raised additional logistics challenges.
Raízen Energia: Adjusted EBITDA in 3Q18, second quarter of 2018/19 crop was R$641 million(-54%), reflecting lower sugar prices, and mainly, lower volumes sold of this commodity, in line with crop commercialization strategy.Crushing totaled 24.3 million tons(-14%), affected by higher rainfall volume in the period. Agricultural productivity, measured in kilos of TRS/hectare, came 7% lower than 3Q17, due tooff-season drier weather, which increases sucrose concentration in the cane, but reduces density of the sugarcane. Sugar-equivalent production was 12% lower than the previous crop, in line with lower crushing in the period, with a mix of 51% for ethanol (versus 43% in 3Q17), on the back of higher ethanol profitability.
Comgás: EBITDA, normalized by regulatory current account effect, increased 14% to R$546 million, mainly boosted by higher sales volume (+9% versus 3Q17,ex-thermal power) and strict control of operating expenses. Industrial segment volume was 7% higher than the same period last year due to negotiations to increase volumes. New connections (110,000 in the last 12 months), bolstered residential segment consumption (+7%). In the commercial segment, volume was up 13% on the back of the uptake in economic activity and addition of 1,100 clients to the base in 2017.
Moove: 3Q18 EBITDA reached R$60 million (+34%),bolstered by expansion of international operations and improved mix of products sold.
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| | |
COSAN LIMITED | | Earnings Release |
| | 3rd Quarter of 2018 |
Cosan Logística S.A. (RLOG3):
Rumo reached R$ 952 million (+19%) EBITDA in 3Q18. The largest volumes transported (+ 15%, 16 billion TKUs) reflect increased capacity following investment plan and continuous improvement in operational efficiency, allowing market share gains and significant growth in grain transportation. The record soybean crop extended the grain export period and attenuated the lower corn production in some states, causing the transported agricultural volume to grow by 14%, adding to theramp-up of fertilizer volumes in Northern Operations. Variable cost grew below volume expansion, since the reduction in fuel consumption(liters/TKB:-4.5%) compensated for higher diesel prices. In turn, fixed costs remained stable, allowing an increase of 2.2 p.p. of EBITDA margin (50.7%). Strong EBITDA growth coupled with prepayment of expensive debt lines and reduction in cost of debt resulted in a net profit of R$229 million in the period.
Cosan Limited Proforma:
Adjusted EBITDA came to R$2.1 billion(-11%), impacted by the effects previously described in Raízen’s results, partially offset by EBITDA expansion in Comgás (normalized), Moove and Rumo. CZZ posted net income of R$63 million in the quarter, dropping 75% compared to 3Q17, affected by negative foreign exchange variation in the perpetual bond at Cosan S/A, neutralized in part by higher net income at Cosan Logística S/A.
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 |
| | 3rd Quarter of 2018 |
Main Operational and Financial Metrics
Raízen Combustíveis
| | | | | | | | | | | | | | | | | | | | |
| | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | |
| | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | |
Otto Cycle Volume (Gasoline+ Ethanol) (‘000 cbm) | | | 2,858 | | | | 2,958 | | | | -3 | % | | | 2,740 | | | | 4 | % |
Gasoline Equivalent4 Volume (‘000 cbm) | | | 2,567 | | | | 2,760 | | | | -7 | % | | | 2,512 | | | | 2 | % |
Diesel Volume (‘000 cbm) | | | 3,185 | | | | 3,028 | | | | 5 | % | | | 2,828 | | | | 13 | % |
Adjusted EBITDA Margin5 (BRL/cbm) | | | 102 | | | | 136 | | | | -25 | % | | | 87 | | | | 17 | % |
Adjusted EBIT5 (BRL/cbm) | | | 75 | | | | 110 | | | | -31 | % | | | 61 | | | | 24 | % |
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 2Q18 onwards includes asset amortization arising from contracts with clients. |
Raízen Energia
| | | | | | | | | | | | |
Indicators | | 3Q18 | | | 3Q17 | | | Chg.% | |
| | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | |
Sugarcane Crushed (mln mt) | | | 24.3 | | | | 28.3 | | | | -14% | |
TRS/ha | | | 9.6 | | | | 10.3 | | | | 7% | |
Sugar/Ethanol Production Mix | | | 49% x 51% | | | | 57% x 43% | | | | n/a | |
Adjusted EBITDA6 (BRL mln) | | | 641 | | | | 1,394 | | | | -54% | |
Adjusted EBIT6/TRS sold (BRL/ton) | | | 10 | | | | 262 | | | | -96% | |
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
| | | | | | | | | | | | | | | | | | | | |
| | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | |
| | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | |
Total Sales Volume (cbm)Ex-Thermal Power | | | 1,209 | | | | 1,114 | | | | 9 | % | | | 1,111 | | | | 9 | % |
Normalized EBITDA7 (BRL mln) | | | 546 | | | | 477 | | | | 14 | % | | | 491 | | | | 11 | % |
IFRS EBITDA (BRL mln) | | | 388 | | | | 463 | | | | -16 | % | | | 331 | | | | 17 | % |
Note | 7: Includes the effect from the regulatory Current Account. |
Moove
| | | | | | | | | | | | | | | | | | | | |
| | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | |
| | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | |
Total Sales Volume8 (‘000 cbm) | | | 92 | | | | 93 | | | | -2 | % | | | 88 | | | | 4 | % |
EBITDA (BRL mln) | | | 60 | | | | 44 | | | | 34 | % | | | 66 | | | | -9 | % |
Note | 8: Considering the volume sold of finished lubricants and base oil. |
Rumo
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Financial Performance Index | | 3Q17 | | | 3Q18 | | | Chg. % | | | 9M17 | | | 9M18 | | | Chg. % | |
Consolidated | | | | | | | | | | | | | | | | | | | | | | | | |
Operating ratio | | | 70% | | | | 68% | | | | -2.7% | | | | 74% | | | | 72% | | | | -3,1% | |
Diesel Consumption (liters/ ‘000 GTK) | | | 4.4 | | | | 4.2 | | | | -4.5% | | | | 4.6 | | | | 4.4 | | | | -4.3% | |
Rail accidents (Accidents /Km) | | | 15.4 | | | | 15 | | | | -2.6% | | | | 15.4 | | | | 15 | | | | -2.6% | |
Personal Accidents (Accidents /MM MHW) | | | 0.3 | | | | 0.3 | | | | -3.2% | | | | 0.3 | | | | 0.3 | | | | -3.2% | |
North Operation | | | | | | | | | | | | | | | | | | | | | | | | |
Total volume transported (RTK million) | | | 9.2 | | | | 11.3 | | | | 22.4% | | | | 24.6 | | | | 28.6 | | | | 16.4% | |
Cycle of railcars – Grains from Rondonópolis (MT) – Santos (SP) | | | 9.6 | | | | 9.3 | | | | -3.1% | | | | 9.8 | | | | 10 | | | | 2.0% | |
South Operation | | | | | | | | | | | | | | | | | | | | | | | | |
Total volume transported (RTK million) | | | 4.3 | | | | 4.2 | | | | -1.9% | | | | 10.4 | | | | 11.1 | | | | 6.4% | |
Cycle of railcars – Grains from North PR – Ports PR/SC | | | 6.9 | | | | 7.0 | | | | 1.4% | | | | 7.1 | | | | 7.7 | | | | 8.5% | |
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 |
| | 3rd Quarter of 2018 |
Cosan Corporate Results
The following table provides a breakdown of the 3Q18 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 Unit | | 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 | |
3Q18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Revenue | | | 21,053.1 | | | | 5,452.1 | | | | 1,901.0 | | | | 1,011.5 | | | | 0.4 | | | | (26,505.2 | ) | | | 0.0 | | | | 2,912.9 | | | | 1,877.1 | | | | — | | | | (11.6 | ) | | | 4,778.4 | |
Cost of Goods and Services Sold | | | (20,183.8 | ) | | | (5,099.5 | ) | | | (1,377.3 | ) | | | (839.1 | ) | | | (2.6 | ) | | | 25,283.3 | | | | (0.0 | ) | | | (2,219.0 | ) | | | (1,198.8 | ) | | | — | | | | 11.6 | | | | (3,406.2 | ) |
Gross Profit | | | 869.3 | | | | 352.5 | | | | 523.7 | | | | 172.4 | | | | (2.2 | ) | | | (1,221.9 | ) | | | — | | | | 694.0 | | | | 678.3 | | | | — | | | | — | | | | 1,372.2 | |
Gross Margin (%) | | | 4.1 | % | | | 6.5 | % | | | 27.5 | % | | | 17.0 | % | | | n/a | | | | 4.6 | % | | | 0.0 | % | | | 23.8 | % | | | 36.1 | % | | | n/a | | | | — | | | | 28.7 | % |
Selling Expenses | | | (319.8 | ) | | | (255.6 | ) | | | (155.3 | ) | | | (97.7 | ) | | | (0.2 | ) | | | 575.5 | | | | — | | | | (253.2 | ) | | | (2.0 | ) | | | — | | | | — | | | | (255.2 | ) |
General and Administrative Expenses | | | (117.3 | ) | | | (171.4 | ) | | | (89.3 | ) | | | (33.0 | ) | | | (32.3 | ) | | | 288.7 | | | | — | | | | (154.5 | ) | | | (77.7 | ) | | | (10.3 | ) | | | — | | | | (242.6 | ) |
Other Operating Income (Expenses) | | | 84.9 | | | | (9.5 | ) | | | (7.8 | ) | | | (0.1 | ) | | | (32.3 | ) | | | (75.4 | ) | | | — | | | | (40.2 | ) | | | (4.5 | ) | | | — | | | | — | | | | (44.7 | ) |
EquityPick-up | | | 0.0 | | | | (7.4 | ) | | | — | | | | (3.9 | ) | | | 238.6 | | | | 7.4 | | | | (152.4 | ) | | | 82.2 | | | | 3.3 | | | | 66.3 | | | | (66.3 | ) | | | 85.5 | |
Depreciation and Amortization | | | 45.2 | | | | 620.0 | | | | 116.3 | | | | 22.1 | | | | 2.8 | | | | (665.2 | ) | | | — | | | | 141.2 | | | | 354.7 | | | | 0.1 | | | | — | | | | 495.9 | |
EBITDA | | | 562.3 | | | | 528.7 | | | | 387.6 | | | | 59.8 | | | | 174.4 | | | | (1,091.0 | ) | | | (152.4 | ) | | | 469.4 | | | | 952.0 | | | | 56.0 | | | | (66.3 | ) | | | 1,411.2 | |
EBITDA Margin (%) | | | 2.7 | % | | | 9.7 | % | | | 20.4 | % | | | 5.9 | % | | | n/a | | | | 4.1 | % | | | n/a | | | | 16.1 | % | | | 50.7 | % | | | n/a | | | | n/a | | | | 29.5 | % |
Financial result | | | (181.0 | ) | | | (114.7 | ) | | | (55.4 | ) | | | (10.6 | ) | | | (185.3 | ) | | | 295.7 | | | | — | | | | (251.4 | ) | | | (257.5 | ) | | | 7.6 | | | | (22.4 | ) | | | (523.7 | ) |
Income and Social Contribution Taxes | | | (48.2 | ) | | | 106.7 | | | | (48.5 | ) | | | (8.3 | ) | | | 57.6 | | | | (58.5 | ) | | | — | | | | 0.7 | | | | (111.8 | ) | | | (0.3 | ) | | | 7.6 | | | | (103.7 | ) |
Non-controlling Interest | | | (12.5 | ) | | | (7.9 | ) | | | — | | | | (0.4 | ) | | | — | | | | 20.4 | | | | (33.3 | ) | | | (33.7 | ) | | | (164.3 | ) | | | (0.3 | ) | | | (26.7 | ) | | | (224.9 | ) |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net Income | | | 275.3 | | | | (107.2 | ) | | | 167.4 | | | | 18.3 | | | | 43.9 | | | | (168.2 | ) | | | (185.7 | ) | | | 43.9 | | | | 63.8 | | | | 63.0 | | | | (107.8 | ) | | | 63.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings by Business Unit | | 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 | |
9M18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Revenue | | | 60,142.7 | | | | 14,056.5 | | | | 4,924.7 | | | | 2,562.8 | | | | 0.8 | | | | (74,199.2 | ) | | | -0.0 | | | | 7,488.3 | | | | 4,938.3 | | | | — | | | | (30.3 | ) | | | 12,396.3 | |
Cost of Goods and Services Sold | | | (57,530.4 | ) | | | (12,834.9 | ) | | | (3,460.1 | ) | | | (2,083.7 | ) | | | (2.7 | ) | | | 70,365.4 | | | | 0.0 | | | | (5,546.4 | ) | | | (3,316.0 | ) | | | — | | | | 30.3 | | | | (8,832.2 | ) |
Gross Profit | | | 2,612.2 | | | | 1,221.6 | | | | 1,464.6 | | | | 479.1 | | | | (1.9 | ) | | | (3,833.9 | ) | | | — | | | | 1,941.8 | | | | 1,622.4 | | | | — | | | | — | | | | 3,564.2 | |
Gross Margin (%) | | | 4.3 | % | | | 8.7 | % | | | 29.7 | % | | | 18.7 | % | | | n/a | | | | 5.2 | % | | | 0.0 | % | | | 25.9 | % | | | 32.9 | % | | | n/a | | | | — | | | | 28.8 | % |
Selling Expenses | | | (1,004.8 | ) | | | (595.7 | ) | | | (461.9 | ) | | | (277.5 | ) | | | (0.2 | ) | | | 1,600.4 | | | | — | | | | (739.6 | ) | | | (8.2 | ) | | | — | | | | — | | | | (747.8 | ) |
General and Administrative Expenses | | | (367.6 | ) | | | (500.7 | ) | | | (247.9 | ) | | | (92.4 | ) | | | (95.9 | ) | | | 868.4 | | | | — | | | | (436.2 | ) | | | (215.5 | ) | | | (40.6 | ) | | | — | | | | (692.3 | ) |
Other Operating Income (Expenses) | | | 281.7 | | | | 149.8 | | | | (12.1 | ) | | | (4.2 | ) | | | (58.8 | ) | | | (431.5 | ) | | | — | | | | (75.2 | ) | | | (13.0 | ) | | | (0.0 | ) | | | — | | | | (88.2 | ) |
EquityPick-up | | | 0.0 | | | | (12.9 | ) | | | — | | | | 0.2 | | | | 842.5 | | | | 12.9 | | | | (401.9 | ) | | | 440.8 | | | | 8.4 | | | | 195.5 | | | | (195.5 | ) | | | 449.2 | |
Depreciation and Amortization | | | 146.0 | | | | 1,661.7 | | | | 350.1 | | | | 71.4 | | | | 10.4 | | | | (1,807.7 | ) | | | — | | | | 431.9 | | | | 1,051.7 | | | | 0.2 | | | | — | | | | 1,483.9 | |
EBITDA | | | 1,667.5 | | | | 1,923.8 | | | | 1,092.8 | | | | 176.6 | | | | 696.0 | | | | (3,591.3 | ) | | | (401.9 | ) | | | 1,563.6 | | | | 2,445.8 | | | | 155.1 | | | | (195.5 | ) | | | 3,969.0 | |
EBITDA Margin (%) | | | 2.8 | % | | | 13.7 | % | | | 22.2 | % | | | 6.9 | % | | | n/a | | | | 4.8 | % | | | n/a | | | | 20.9 | % | | | 49.5 | % | | | n/a | | | | n/a | | | | 32.0 | % |
Financial result | | | (513.4 | ) | | | (266.6 | ) | | | (143.0 | ) | | | (14.3 | ) | | | (563.2 | ) | | | 780.0 | | | | — | | | | (720.5 | ) | | | (1,065.8 | ) | | | 49.4 | | | | (51.2 | ) | | | (1,788.2 | ) |
Income and Social Contribution Taxes | | | (213.4 | ) | | | 116.4 | | | | (179.5 | ) | | | (24.7 | ) | | | 202.9 | | | | 97.0 | | | | — | | | | (1.3 | ) | | | (192.8 | ) | | | (7.3 | ) | | | 15.0 | | | | (186.4 | ) |
Non-controlling Interest | | | (32.9 | ) | | | (7.9 | ) | | | — | | | | (0.5 | ) | | | — | | | | 40.8 | | | | (84.0 | ) | | | (84.6 | ) | | | (98.5 | ) | | | (5.0 | ) | | | (130.5 | ) | | | (318.6 | ) |
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net Income | | | 761.8 | | | | 104.0 | | | | 420.2 | | | | 65.7 | | | | 325.3 | | | | (865.8 | ) | | | (485.9 | ) | | | 325.3 | | | | 36.9 | | | | 192.0 | | | | (362.2 | ) | | | 192.0 | |
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 September 30, 2018. |
5 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 3rd Quarter of 2018 |
Loans and Financing
In September 30, 2018, Cosan Limited’s (CZZ Corporate) gross debt totaled R$ 1.9 billion, and cash and cash equivalents came to R$ 810 million, in line with 2Q18.CZZ Corporate’s net debt ended the period at R$ 1.1 billion.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and Financing 3Q18 BRL mln | | Comgás | | | Moove | | | Cosan Corporate | | | Consolidated | | | Raízen Energia | | | Raízen Combustíveis | | | Consolidated Pro forma | | | Cosan Logística | | | Cosan Limited | | | CZZ Pro forma | |
Opening balance of pro forma net debt | | | 1,387.6 | | | | 567.4 | | | | 2,634.2 | | | | 4,589.3 | | | | 4,086.8 | | | | 988.3 | | | | 9,664.4 | | | | 7,095.3 | | | | 1,073.6 | | | | 17,833.3 | |
Cash, cash equivalents and marketable securities | | | 2,467.1 | | | | 155.7 | | | | 1,838.2 | | | | 4,461.0 | | | | 1,175.7 | | | | 345.8 | | | | 5,982.6 | | | | 2,571.9 | | | | 844.8 | | | | 9,399.3 | |
Gross Debt | | | 3,854.7 | | | | 723.1 | | | | 4,472.4 | | | | 9,050.3 | | | | 5,262.6 | | | | 1,334.2 | | | | 15,647.0 | | | | 9,667.2 | | | | 1,918.4 | | | | 27,232.6 | |
Cash items | | | (496.4 | ) | | | (5.4 | ) | | | (112.3 | ) | | | (614.1 | ) | | | 766.0 | | | | 691.8 | | | | 843.7 | | | | (593.0 | ) | | | (65.0 | ) | | | 185.7 | |
Funding | | | 0.2 | | | | (0.4 | ) | | | 28.9 | | | | 28.8 | | | | 875.2 | | | | 704.3 | | | | 1,608.2 | | | | 0.4 | | | | — | | | | 1,608.6 | |
Payment of principal on loans and borrowings | | | (518.6 | ) | | | (0.0 | ) | | | (15.0 | ) | | | (533.7 | ) | | | (63.3 | ) | | | (1.0 | ) | | | (597.9 | ) | | | (330.5 | ) | | | — | | | | (928.5 | ) |
Payment of Interest on loans borrowings | | | (49.1 | ) | | | (3.5 | ) | | | (144.1 | ) | | | (196.7 | ) | | | (45.9 | ) | | | (11.5 | ) | | | (254.1 | ) | | | (265.0 | ) | | | (61.2 | ) | | | (580.3 | ) |
Derivatives | | | 71.0 | | | | (1.4 | ) | | | 17.9 | | | | 87.5 | | | | — | | | | — | | | | 87.5 | | | | 2.2 | | | | (3.8 | ) | | | 85.9 | |
Noncash items | | | 98.2 | | | | 21.9 | | | | 271.1 | | | | 391.3 | | | | 118.8 | | | | (48.4 | ) | | | 461.6 | | | | 188.7 | | | | 70.0 | | | | 720.4 | |
Provision for interest (accrual) | | | 63.0 | | | | 7.2 | | | | 94.4 | | | | 164.5 | | | | 72.9 | | | | 17.0 | | | | 254.4 | | | | 178.7 | | | | 29.4 | | | | 462.5 | |
Monetary variation and MTM adjustment of debt | | | (31.3 | ) | | | 3.6 | | | | 69.9 | | | | 42.2 | | | | 69.0 | | | | 30.7 | | | | 142.0 | | | | 122.3 | | | | 43.1 | | | | 307.4 | |
Exchange variation, net of derivatives | | | 66.6 | | | | 11.1 | | | | 106.8 | | | | 184.5 | | | | -23.1 | | | | -96.1 | | | | 65.2 | | | | -112.2 | | | | -2.6 | | | | -49.6 | |
Closing balance of gross debt | | | 3,456.5 | | | | 739.7 | | | | 4,631.3 | | | | 8,827.5 | | | | 6,147.3 | | | | 1,977.6 | | | | 16,952.3 | | | | 9,263.0 | | | | 1,923.4 | | | | 28,138.7 | |
Cash, cash equivalents and marketable securities | | | 2,431.0 | | | | 145.1 | | | | 1,899.2 | | | | 4,475.4 | | | | 1,230.9 | | | | 978.0 | | | | 6,684.3 | | | | 2,386.7 | | | | 809.7 | | | | 9,880.7 | |
Closing balance of pro forma net debt | | | 1,025.5 | | | | 594.6 | | | | 2,732.0 | | | | 4,352.1 | | | | 4,916.4 | | | | 999.6 | | | | 10,268.1 | | | | 6,876.2 | | | | 1,113.7 | | | | 18,258.0 | |
Obligations due to preferred shareholders of subsidiaries | | | — | | | | — | | | | 1,082.0 | | | | 1,082.0 | | | | — | | | | — | | | | 1,082.0 | | | | — | | | | — | | | | 1,082.0 | |
Total pro forma net debt and obligations due to preferred shareholders of subsidiaries | | | 1,025.5 | | | | 594.6 | | | | 3,814.0 | | | | 5,434.1 | | | | 4,916.4 | | | | 999.6 | | | | 11,350.1 | | | | 6,876.2 | | | | 1,113.7 | | | | 19,340.0 | |
6 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 3rd Quarter of 2018 |
Cash Flow Reconciliation
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Flow Statement | | 3Q18 | | | | | | | | | | | | | |
BRL mln | | Comgás | | | Moove | | | Cosan Corporate | | | Eliminations | | | Cosan S/A | | | Raízen Combined | | | Eliminations | | | Cosan S/A Pro forma | | | Cosan Logística | | | Cosan Limited (Parent Company) | | | Eliminations/ Adjusted | | | CZZ Proforma | |
EBITDA | | | 387.6 | | | | 59.8 | | | | 174.4 | | | | (152.4 | ) | | | 469.4 | | | | 545.5 | | | | (84.1 | ) | | | 930.8 | | | | 952.0 | | | | 56.0 | | | | (66.3 | ) | | | 1,872.6 | |
Noncash impacts on EBITDA | | | 29.8 | | | | 9.8 | | | | (214.4 | ) | | | 152.4 | | | | (22.4 | ) | | | 169.6 | | | | 84.1 | | | | 231.3 | | | | 76.0 | | | | (62.5 | ) | | | 66.3 | | | | 311.1 | |
Changes in assets and liabilities | | | 137.7 | | | | (53.5 | ) | | | (6.7 | ) | | | — | | | | 77.6 | | | | (886.9 | ) | | | — | | | | (809.3 | ) | | | (45.0 | ) | | | (2.0 | ) | | | — | | | | (856.3 | ) |
Operating financial result | | | 35.7 | | | | (3.2 | ) | | | 12.4 | | | | — | | | | 44.8 | | | | (16.3 | ) | | | — | | | | 28.5 | | | | 38.3 | | | | 4.6 | | | | — | | | | 71.5 | |
Operating Cash Flow | | | 590.8 | | | | 12.9 | | | | (34.3 | ) | | | — | | | | 569.4 | | | | (188.1 | ) | | | — | | | | 381.3 | | | | 1,021.4 | | | | (3.8 | ) | | | — | | | | 1,398.8 | |
CAPEX | | | (130.4 | ) | | | (11.1 | ) | | | (2.0 | ) | | | — | | | | (143.5 | ) | | | (258.2 | ) | | | — | | | | (401.7 | ) | | | (536.5 | ) | | | — | | | | — | | | | (938.2 | ) |
Other | | | — | | | | (0.7 | ) | | | (1.4 | ) | | | — | | | | (2.1 | ) | | | 20.7 | | | | — | | | | 18.6 | | | | 53.4 | | | | — | | | | — | | | | 72.0 | |
Cash Flow from Investing Activities | | | (130.4 | ) | | | (11.9 | ) | | | (3.3 | ) | | | — | | | | (145.6 | ) | | | (237.5 | ) | | | — | | | | (383.0 | ) | | | (483.1 | ) | | | — | | | | — | | | | (866.2 | ) |
Funding | | | 0.2 | | | | (0.4 | ) | | | 28.9 | | | | — | | | | 28.8 | | | | 1,579.5 | | | | — | | | | 1,608.2 | | | | 0.4 | | | | — | | | | — | | | | 1,608.6 | |
Loans amortization (Principal) | | | (518.6 | ) | | | (0.0 | ) | | | (15.0 | ) | | | — | | | | (533.7 | ) | | | (81.0 | ) | | | — | | | | (614.6 | ) | | | (407.7 | ) | | | — | | | | — | | | | (1,022.4 | ) |
Loans amortization (Interest) | | | (49.1 | ) | | | (3.5 | ) | | | (144.1 | ) | | | — | | | | (196.7 | ) | | | (59.4 | ) | | | — | | | | (256.1 | ) | | | (318.5 | ) | | | (61.2 | ) | | | — | | | | (635.8 | ) |
Derivatives | | | 71.0 | | | | (1.4 | ) | | | 17.9 | | | | — | | | | 87.5 | | | | — | | | | — | | | | 87.5 | | | | 2.2 | | | | (3.8 | ) | | | — | | | | 85.9 | |
Other | | | 0.0 | | | | (9.3 | ) | | | 14.7 | | | | — | | | | 5.4 | | | | 0.7 | | | | — | | | | 6.1 | | | | 0.6 | | | | 0.0 | | | | — | | | | 6.8 | |
Cash Flow from Financing Activities | | | (496.4 | ) | | | (14.7 | ) | | | (97.6 | ) | | | — | | | | (608.6 | ) | | | 1,439.8 | | | | — | | | | 831.2 | | | | (723.1 | ) | | | (65.0 | ) | | | — | | | | 43.1 | |
Dividends received | | | — | | | | — | | | | 328.5 | | | | — | | | | 328.5 | | | | — | | | | (328.5 | ) | | | 0.0 | | | | (0.0 | ) | | | — | | | | — | | | | 0.0 | |
Free Cash Flow to Equity | | | (36.1 | ) | | | (13.7 | ) | | | 193.3 | | | | — | | | | 143.6 | | | | 1,014.2 | | | | (328.5 | ) | | | 829.4 | | | | (184.8 | ) | | | (68.8 | ) | | | — | | | | 575.8 | |
Cosan S.A | | | — | | | | — | | | | (150.9 | ) | | | — | | | | (150.9 | ) | | | — | | | | 328.5 | | | | 177.6 | | | | (0.7 | ) | | | (0.4 | ) | | | — | | | | 176.4 | |
Cosan Limited | | | — | | | | 0 | | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 0 | | | | 0 | | | | — | |
Non-controlling Shareholders | | | — | | | | — | | | | — | | | | — | | | | — | | | | (339.6 | ) | | | — | | | | (339.6 | ) | | | — | | | | — | | | | — | | | | (339.6 | ) |
Dividends paid | | | — | | | | — | | | | (150.9 | ) | | | — | | | | (150.9 | ) | | | (339.6 | ) | | | 328.5 | | | | (162.0 | ) | | | (0.7 | ) | | | (0.4 | ) | | | — | | | | (163.2 | ) |
Exchange variation impact on cash and cash equivalents | | | — | | | | 3.0 | | | | 18.6 | | | | — | | | | 21.7 | | | | 12.6 | | | | — | | | | 34.3 | | | | 0.3 | | | | 34.1 | | | | — | | | | 68.8 | |
Cash Generation (Burn) in the Period | | | (36.1 | ) | | | (10.6 | ) | | | 61.1 | | | | — | | | | 14.4 | | | | 687.3 | | | | — | | | | 701.7 | | | | (185.2 | ) | | | (35.1 | ) | | | — | | | | 481.4 | |
7 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 3rd Quarter of 2018 |
Financial Statements
Cosan Limited – Accounting
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Indicators | | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | | | 9M18 | | | 9M17 | | | Chg.% | |
BRL mln | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | | | (Jan-Sep) | | | (Jan-Sep) | | | 9M18/9M17 | |
EBITDA | | | 1,411.2 | | | | 1,665.7 | | | | -15.3 | % | | | 1,240.0 | | | | 13.8 | % | | | 3,969.0 | | | | 3,840.1 | | | | 3.4 | % |
CAPEX | | | 704.6 | | | | 627.2 | | | | 12.3 | % | | | 698.8 | | | | 0.8 | % | | | 2,009.8 | | | | 1,768.1 | | | | 13.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income Statement for the Period | | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | | | 9M18 | | | 9M17 | | | Chg.% | |
BRL mln | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | | | (Jan-Sep) | | | (Jan-Sep) | | | 9M18/9M17 | |
Net Revenue | | | 4,778.4 | | | | 3,711.0 | | | | 28.8 | % | | | 4,074.5 | | | | 17.3 | % | | | 12,396.3 | | | | 9,865.3 | | | | 25.7 | % |
Cost of Goods and Services Sold | | | (3,406.2 | ) | | | (2,405.6 | ) | | | 41.6 | % | | | (2,913.3 | ) | | | 16.9 | % | | | (8,832.2 | ) | | | (6,567.2 | ) | | | 34.5 | % |
Gross profit | | | 1,372.2 | | | | 1,305.4 | | | | 5.1 | % | | | 1,161.2 | | | | 18.2 | % | | | 3,564.2 | | | | 3,298.0 | | | | 8.1 | % |
Selling, general & administrative expenses | | | (497.7 | ) | | | (471.2 | ) | | | 5.6 | % | | | (483.9 | ) | | | 2.9 | % | | | (1,440.0 | ) | | | (1,420.5 | ) | | | 1.4 | % |
Other net operating income (expenses) | | | (44.7 | ) | | | (30.5 | ) | | | 46.5 | % | | | (20.9 | ) | | | n/a | | | | (88.2 | ) | | | (94.3 | ) | | | -6.4 | % |
Financial results | | | (523.7 | ) | | | (522.8 | ) | | | 0.2 | % | | | (743.8 | ) | | | -29.6 | % | | | (1,788.2 | ) | | | (1,825.7 | ) | | | -2.1 | % |
EquityPick-up | | | 85.5 | | | | 415.8 | | | | -79.4 | % | | | 68.9 | | | | 24.1 | % | | | 449.2 | | | | 713.3 | | | | -37.0 | % |
Expenses with income and social contribution taxes | | | (103.7 | ) | | | (148.9 | ) | | | -30.4 | % | | | 0.3 | | | | n/a | | | | (186.4 | ) | | | (228.7 | ) | | | -18.5 | % |
Non-controlling interest | | | (224.9 | ) | | | (299.7 | ) | | | -25.0 | % | | | 40.8 | | | | n/a | | | | (318.6 | ) | | | (217.7 | ) | | | 46.3 | % |
Net Income (Loss) | | | 63.0 | | | | 248.1 | | | | -74.6 | % | | | 22.7 | | | | n/a | | | | 192.0 | | | | 224.4 | | | | -14.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance Sheet | | 3Q18 | | | 2Q18 | | | | | | | | | | | | | | | | | | | |
BRL mln | | 09/30/18 | | | 06/30/18 | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 4,023 | | | | 4,073 | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable Securities | | | 3,649 | | | | 3,805 | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade accounts receivable | | | 1,625 | | | | 1,547 | | | | | | | | | | | | | | | | | | | | | | | | | |
Inventories | | | 770 | | | | 762 | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial instruments | | | 2,283 | | | | 1,741 | | | | | | | | | | | | | | | | | | | | | | | | | |
Other current assets | | | 1,088 | | | | 1,166 | | | | | | | | | | | | | | | | | | | | | | | | | |
Othernon-current assets | | | 4,178 | | | | 4,222 | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments | | | 8,101 | | | | 8,367 | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 12,323 | | | | 12,084 | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets | | | 16,899 | | | | 16,926 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | | 54,938 | | | | 54,692 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and borrowings | | | 22,155 | | | | 22,343 | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial instruments and derivatives | | | 24 | | | | 31 | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable | | | 2,719 | | | | 2,535 | | | | | | | | | | | | | | | | | | | | | | | | | |
Payroll | | | 305 | | | | 241 | | | | | | | | | | | | | | | | | | | | | | | | | |
Other current liabilities | | | 1,969 | | | | 1,920 | | | | | | | | | | | | | | | | | | | | | | | | | |
Othernon-current liabilities | | | 11,269 | | | | 11,351 | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | | 16,497 | | | | 16,271 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 54,938 | | | | 54,692 | | | | | | | | | | | | | | | | | | | | | | | | | |
8 of 9
| | |
COSAN LIMITED | | Earnings Release |
| | 3rd Quarter of 2018 |
Financial Statement including Raízen
Cosan Limited Proforma (including 50% of Raízen)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Indicators | | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | | | 9M18 | | | 9M17 | | | Chg.% | |
BRL mln | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | | | (Jan-Sep) | | | (Jan-Sep) | | | 9M18/9M17 | |
EBITDA | | | 1,872.6 | | | | 2,231.3 | | | | -16.1 | % | | | 1,630.9 | | | | 14.8 | % | | | 5,331.8 | | | | 5,225.6 | | | | 2.0 | % |
Adjusted EBITDA | | | 2,147.2 | | | | 2,413.1 | | | | -11.0 | % | | | 1,864.0 | | | | 15.2 | % | | | 5,959.6 | | | | 5,939.3 | | | | 0.3 | % |
Investments | | | 865.7 | | | | 815.9 | | | | 6.1 | % | | | 972.6 | | | | -11.0 | % | | | 2,954.6 | | | | 2,743.3 | | | | 7.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income Statement for the Period | | 3Q18 | | | 3Q17 | | | Chg.% | | | 2Q18 | | | Chg.% | | | 9M18 | | | 9M17 | | | Chg.% | |
BRL mln | | (Jul-Sep) | | | (Jul-Sep) | | | 3Q18/3Q17 | | | (Apr-Jun) | | | 3Q18/2Q18 | | | (Jan-Sep) | | | (Jan-Sep) | | | 9M18/9M17 | |
Net Revenue | | | 17,219.3 | | | | 14,483.9 | | | | 18.9 | % | | | 15,070.4 | | | | 14.3 | % | | | 47,201.9 | | | | 40,299.2 | | | | 17.1 | % |
Cost of Goods and Services Sold | | | (15,236.1 | ) | | | (12,161.6 | ) | | | 25.3 | % | | | (13,377.7 | ) | | | 13.9 | % | | | (41,724.7 | ) | | | (34,780.7 | ) | | | 20.0 | % |
Gross profit | | | 1,983.1 | | | | 2,322.3 | | | | -14.6 | % | | | 1,692.7 | | | | 17.2 | % | | | 5,477.1 | | | | 5,518.5 | | | | -0.7 | % |
Selling, general & administrative expenses | | | (929.5 | ) | | | (925.0 | ) | | | 0.5 | % | | | (881.8 | ) | | | 5.4 | % | | | (2,674.1 | ) | | | (2,613.7 | ) | | | 2.3 | % |
Other net operating income (expenses) | | | (7.3 | ) | | | 5.9 | | | | n/a | | | | 57.2 | | | | n/a | | | | 131.1 | | | | (14.8 | ) | | | n/a | |
Financial results | | | (671.5 | ) | | | (521.1 | ) | | | 28.9 | % | | | (931.7 | ) | | | -27.9 | % | | | (2,178.2 | ) | | | (1,927.1 | ) | | | 13.0 | % |
EquityPick-up | | | (2.3 | ) | | | 5.4 | | | | n/a | | | | 17.8 | | | | n/a | | | | 9.9 | | | | (17.9 | ) | | | n/a | |
Expenses with income and social contribution taxes | | | (74.4 | ) | | | (330.9 | ) | | | -77.5 | % | | | 30.2 | | | | n/a | | | | (234.9 | ) | | | (480.4 | ) | | | -51.1 | % |
Non-controlling interest | | | (235.1 | ) | | | (308.6 | ) | | | -23.8 | % | | | 38.3 | | | | n/a | | | | (338.9 | ) | | | (240.2 | ) | | | 41.1 | % |
Net Income (Loss) | | | 63.0 | | | | 248.1 | | | | -74.6 | % | | | 22.7 | | | | n/a | | | | 192.0 | | | | 224.4 | | | | -14.5 | % |
| | | | | | | | |
Balance Sheet | | 3Q18 | | | 2Q18 | |
BRL mln | | 09/30/18 | | | 06/30/18 | |
Cash and cash equivalents | | | 6,217 | | | | 5,595 | |
Marketable Securities | | | 3,664 | | | | 3,805 | |
Trade accounts receivable | | | 3,408 | | | | 2,985 | |
Inventories | | | 3,656 | | | | 2,976 | |
Derivative financial instruments | | | 3,656 | | | | 2,401 | |
Other current assets | | | 3,631 | | | | 3,543 | |
Othernon-current assets | | | 6,927 | | | | 6,939 | |
Investments | | | 673 | | | | 670 | |
Property, plant and equipment | | | 18,896 | | | | 18,894 | |
Intangible assets | | | 19,746 | | | | 19,757 | |
Total Assets | | | 70,473 | | | | 67,564 | |
Loans and borrowings | | | 31,218 | | | | 29,645 | |
Financial instruments and derivatives | | | 971 | | | | 455 | |
Trade accounts payable | | | 5,088 | | | | 4,675 | |
Payroll | | | 540 | | | | 558 | |
Other current liabilities | | | 3,126 | | | | 2,863 | |
Othernon-current liabilities | | | 12,904 | | | | 12,987 | |
Shareholders’ Equity | | | 16,627 | | | | 16,382 | |
Total Liabilities | | | 70,473 | | | | 67,564 | |
9 of 9
Cosan Limited
Consolidated interim financial statements as of
September 30, 2018
Cosan Limited
Consolidated interim financial statements
September 30, 2018
Contents
2
Report on Review of Interim Financial Information
To the Management, Board of Directors and Shareholders of
Cosan Limited
Bermuda
Introduction
We have reviewed the accompanying consolidated interim financial information of Cosan Limited (“Company”) for the quarter ended September 30, 2018, which comprises the statement of financial position as of September 30, 2018, and the respective statements of profit and loss and comprehensive income for the three and nine-month periods then ended and changes in equity and cash flows for the nine-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 - Revisão de Informações Intermediárias Executada pelo Auditor da Entidade 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 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, November 9, 2018
KPMG Auditores Independentes
CRC 2SP014428/O-6
Rogério Hernandez Garcia
Accountant CRC 1SP213431/O-5
3
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais - R$)
| | | | | | | | | | | | |
| | Note | | | September 30, 2018 | | | December 31, 2017 | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | | 6 | | | | 4,023,197 | | | | 4,555,177 | |
Marketable securities | | | 7 | | | | 3,648,629 | | | | 3,853,343 | |
Trade receivables | | | 8 | | | | 1,625,033 | | | | 1,277,766 | |
Derivative financial instruments | | | 28 | | | | 125,605 | | | | 317,763 | |
Inventories | | | | | | | 769,589 | | | | 663,061 | |
Receivables from related parties | | | 10 | | | | 45,312 | | | | 30,059 | |
Income tax receivable | | | | | | | 282,588 | | | | 312,274 | |
Other current tax receivable | | | 9 | | | | 400,324 | | | | 327,410 | |
Dividends receivable | | | | | | | 7,526 | | | | 13,466 | |
Other financial assets | | | | | | | — | | | | 1,340,000 | |
Other current assets | | | | | | | 352,004 | | | | 343,617 | |
| | | | | | | | | | | | |
Total current assets | | | | | | | 11,279,807 | | | | 13,033,936 | |
Trade receivables | | | 8 | | | | 49,644 | | | | 44,654 | |
Restricted cash | | | 7 | | | | 113,908 | | | | 225,634 | |
Deferred tax assets | | | 20 | | | | 1,545,518 | | | | 1,636,080 | |
Receivables from related parties | | | 10 | | | | 87,463 | | | | 169,755 | |
Income tax receivable | | | | | | | 281,078 | | | | 247,996 | |
Othernon-current tax receivable | | | 9 | | | | 786,380 | | | | 778,820 | |
Judicial deposits | | | 21 | | | | 849,136 | | | | 766,107 | |
Derivative financial instruments | | | 28 | | | | 2,157,812 | | | | 844,450 | |
Othernon-current assets | | | | | | | 465,235 | | | | 472,753 | |
Investments in associates | | | 11 | | | | 349,089 | | | | 301,342 | |
Investments in joint ventures | | | 12 | | | | 7,751,661 | | | | 8,447,799 | |
Property, plant and equipment | | | 13 | | | | 12,322,605 | | | | 11,681,575 | |
Intangible assets and goodwill | | | 14 | | | | 16,898,580 | | | | 16,973,610 | |
| | | | | | | | | | | | |
Totalnon-current assets | | | | | | | 43,658,109 | | | | 42,590,575 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 54,937,916 | | | | 55,624,511 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
4
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais - R$)
| | | | | | | | | | | | |
| | Note | | | September 30, 2018 | | | December 31, 2017 | |
Liabilities | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 15 | | | | 2,046,866 | | | | 3,903,392 | |
Leases | | | 16 | | | | 121,701 | | | | 261,344 | |
Real estate credit certificates | | | | | | | 14,066 | | | | 86,745 | |
Derivative financial instruments | | | 28 | | | | 418 | | | | 1,520 | |
Trade payables | | | 18 | | | | 2,719,061 | | | | 2,433,995 | |
Employee benefits payable | | | | | | | 305,119 | | | | 291,080 | |
Income tax payables | | | | | | | 12,538 | | | | 21,146 | |
Other taxes payable | | | 19 | | | | 320,757 | | | | 418,878 | |
Concessions payables | | | 17 | | | | 29,385 | | | | 27,413 | |
Dividends payable | | | | | | | 29,075 | | | | 191,478 | |
Payables to related parties | | | 10 | | | | 389,127 | | | | 328,263 | |
Deferred revenue | | | | | | | 9,552 | | | | 11,529 | |
Other financial liabilities | | | | | | | 410,874 | | | | 382,702 | |
Other current liabilities | | | | | | | 632,011 | | | | 662,835 | |
| | | | | | | | | | | | |
Total current liabilities | | | | | | | 7,040,550 | | | | 9,022,320 | |
| | | | | | | | | | | | |
Loans, borrowings and debentures | | | 15 | | | | 20,108,310 | | | | 17,785,554 | |
Leases | | | 16 | | | | 463,938 | | | | 682,794 | |
Preferred shareholders payable in subsidiaries | | | | | | | 1,082,021 | | | | 1,442,679 | |
Derivative financial instruments | | | 28 | | | | 23,276 | | | | 113,565 | |
Other taxes payable | | | 19 | | | | 155,479 | | | | 161,637 | |
Provision for legal proceedings | | | 21 | | | | 1,389,816 | | | | 1,348,157 | |
Concessions payables | | | 17 | | | | 3,113,172 | | | | 2,905,921 | |
Post-employment benefits | | | 29 | | | | 500,153 | | | | 485,459 | |
Deferred tax liabilities | | | 20 | | | | 3,925,184 | | | | 3,902,310 | |
Deferred revenue | | | | | | | 43,930 | | | | 56,495 | |
Othernon-current liabilities | | | | | | | 595,024 | | | | 658,207 | |
| | | | | | | | | | | | |
Totalnon-current liabilities | | | | | | | 31,400,303 | | | | 29,542,778 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 38,440,853 | | | | 38,565,098 | |
| | | | | | | | | | | | |
Shareholders’ equity | | | 22 | | | | | | | | | |
Share capital | | | | | | | 5,328 | | | | 5,328 | |
Additionalpaid-in capital | | | | | | | 3,106,685 | | | | 3,245,543 | |
Accumulated other comprehensive loss | | | | | | | (715,919 | ) | | | (394,212 | ) |
Retained earnings | | | | | | | 3,300,509 | | | | 3,182,098 | |
| | | | | | | | | | | | |
Equity attributable to: | | | | | | | | | | | | |
Owners of the Company | | | | | | | 5,696,603 | | | | 6,038,757 | |
Non-controlling interests | | | 11 | | | | 10,800,460 | | | | 11,020,656 | |
| | | | | | | | | | | | |
Total shareholders’ equity | | | | | | | 16,497,063 | | | | 17,059,413 | |
| | | | | | | | | | | | |
Total shareholders’ equity and liabilities | | | | | | | 54,937,916 | | | | 55,624,511 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
5
Cosan Limited
Consolidated statements of profit or loss and other comprehensive income
For the three and nine month period ended September 30, 2018 and 2017
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | | | | | | | | | |
| | Note | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Net sales | | | 24 | | | | 4,778,417 | | | | 12,396,336 | | | | 3,711,023 | | | | 9,865,262 | |
Cost of sales | | | 25 | | | | (3,406,199 | ) | | | (8,832,176 | ) | | | (2,405,635 | ) | | | (6,567,249 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | | | | | 1,372,218 | | | | 3,564,160 | | | | 1,305,388 | | | | 3,298,013 | |
| | | | | | | | | | | | | | | | | | | | |
Selling expenses | | | 25 | | | | (255,186 | ) | | | (747,787 | ) | | | (255,269 | ) | | | (794,287 | ) |
General and administrative expenses | | | 25 | | | | (242,555 | ) | | | (692,260 | ) | | | (215,948 | ) | | | (626,231 | ) |
Other income (expenses), net | | | 26 | | | | (44,706 | ) | | | (88,226 | ) | | | (30,510 | ) | | | (94,269 | ) |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | (542,447 | ) | | | (1,528,273 | ) | | | (501,727 | ) | | | (1,514,787 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income before interest in earnings of investees and financial results | | | | | | | 829,771 | | | | 2,035,887 | | | | 803,661 | | | | 1,783,226 | |
| | | | | | | | | | | | | | | | | | | | |
Interest in earnings of subsidiaries | | | 11 | | | | 1,390 | | | | 17,028 | | | | 5,658 | | | | 6,984 | |
Interest in earnings of joint ventures | | | 12 | | | | 84,089 | | | | 432,202 | | | | 410,178 | | | | 706,272 | |
| | | | | | | | | | | | | | | | | | | | |
Interest in earnings of investees | | | | | | | 85,479 | | | | 449,230 | | | | 415,836 | | | | 713,256 | |
Finance expense | | | | | | | (925,992 | ) | | | (1,938,293 | ) | | | (841,177 | ) | | | (2,606,547 | ) |
Finance income | | | | | | | 179,977 | | | | 527,068 | | | | 177,290 | | | | 695,061 | |
Foreign exchange, net | | | | | | | (408,650 | ) | | | (1,876,386 | ) | | | 293,593 | | | | 99,860 | |
Derivatives | | | | | | | 631,001 | | | | 1,499,434 | | | | (152,484 | ) | | | (14,026 | ) |
| | | | | | | | | | | | | | | | | | | | |
Finance results, net | | | 27 | | | | (523,664 | ) | | | (1,788,177 | ) | | | (522,778 | ) | | | (1,825,652 | ) |
Profit before taxes | | | | | | | 391,586 | | | | 696,940 | | | �� | 696,719 | | | | 670,830 | |
| | | | | | | | | | | | | | | | | | | | |
Income tax (expenses) benefits | | | 20 | | | | | | | | | | | | | | | | | |
Current | | | | | | | (109,297 | ) | | | (93,110 | ) | | | (96,976 | ) | | | (138,315 | ) |
Deferred | | | | | | | 5,630 | | | | (93,291 | ) | | | (51,917 | ) | | | (90,387 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | (103,667 | ) | | | (186,401 | ) | | | (148,893 | ) | | | (228,702 | ) |
| | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | | | | | 287,919 | | | | 510,539 | | | | 547,826 | | | | 442,128 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | |
Items that will never be reclassified to profit or loss | | | | | | | | | | | | | | | | | | | | |
Actuarial loss on defined benefit plan | | | | | | | — | | | | (1,042 | ) | | | — | | | | — | |
Gain on share subscription of subsidiary | | | | | | | — | | | | — | | | | — | | | | 9,000 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | — | | | | (1,042 | ) | | | — | | | | 9,000 | |
Items that are or may subsequently be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effect | | | | | | | (55,920 | ) | | | (275,943 | ) | | | 19,676 | | | | 3,811 | |
(Loss) gain on cash flow hedge in joint ventures | | | | | | | (28,983 | ) | | | (112,937 | ) | | | (50,067 | ) | | | 272,136 | |
Changes in fair value of available for sale securities | | | | | | | 42 | | | | 95 | | | | 48 | | | | 3,371 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | (84,861 | ) | | | (388,785 | ) | | | (30,343 | ) | | | 279,318 | |
Total other comprehensive income, net of tax | | | | | | | (84,861 | ) | | | (389,827 | ) | | | (30,343 | ) | | | 288,318 | |
| | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | 203,058 | | | | 120,712 | | | | 517,483 | | | | 730,446 | |
| | | | | | | | | | | | | | | | | | | | |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | | | | | 62,997 | | | | 191,983 | | | | 248,110 | | | | 224,444 | |
Non-controlling interests | | | | | | | 224,922 | | | | 318,556 | | | | 299,716 | | | | 217,684 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | 287,919 | | | | 510,539 | | | | 547,826 | | | | 442,128 | |
Total comprehensive (loss) income attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | | | | | (6,199 | ) | | | (129,724 | ) | | | 234,989 | | | | 407,390 | |
Non-controlling interests | | | | | | | 209,257 | | | | 250,436 | | | | 282,494 | | | | 323,056 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | 203,058 | | | | 120,712 | | | | 517,483 | | | | 730,446 | |
Basic earnings per share from: | | | 23 | | | | | | | | | | | | | | | | | |
Continuing operations | | | | | | R$ | 0.2575 | | | R$ | 0.7873 | | | R$ | 0.9367 | | | R$ | 0.8478 | |
Diluted earnings per share from: | | | 23 | | | | | | | | | | | | | | | | | |
Continuing operations | | | | | | R$ | 0.2467 | | | R$ | 0.7528 | | | R$ | 0.8294 | | | R$ | 0.7426 | |
The accompanying notes are an integral part of these consolidated interim financial statements
6
Cosan Limited
Consolidated statements of changes in equity
For the nine month period ended September 30, 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 | | | — | | | | — | | | | — | | | | (3,950 | ) | | | (3,950 | ) | | | (4,738 | ) | | | (8,688 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 5,328 | | | | 3,245,543 | | | | (394,212 | ) | | | 3,178,148 | | | | 6,034,807 | | | | 11,015,918 | | | | 17,050,725 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | — | | | | — | | | | — | | | | 191,983 | | | | 191,983 | | | | 318,556 | | | | 510,539 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss on cash flow hedge in joint ventures | | | — | | | | — | | | | (67,238 | ) | | | — | | | | (67,238 | ) | | | (45,699 | ) | | | (112,937 | ) |
Foreign currency translation effects | | | — | | | | — | | | | (254,310 | ) | | | — | | | | (254,310 | ) | | | (21,633 | ) | | | (275,943 | ) |
Actuarial loss on defined benefit plan | | | — | | | | — | | | | (215 | ) | | | — | | | | (215 | ) | | | (827 | ) | | | (1,042 | ) |
Change in fair value of available for sale securities | | | — | | | | — | | | | 56 | | | | — | | | | 56 | | | | 39 | | | | 95 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | (321,707 | ) | | | 191,983 | | | | (129,724 | ) | | | 250,436 | | | | 120,712 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends—non-controlling interests | | | — | | | | (7,349 | ) | | | — | | | | — | | | | (7,349 | ) | | | 7,349 | | | | — | |
Share options exercised – Subsidiaries | | | — | | | | 14,795 | | | | — | | | | — | | | | 14,795 | | | | 9,753 | | | | 24,548 | |
Dividends | | | — | | | | — | | | | — | | | | (69,622 | ) | | | (69,622 | ) | | | (72,554 | ) | | | (142,176 | ) |
Business combination | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,199 | | | | 7,199 | |
Share-based payment transactions | | | — | | | | 32,487 | | | | — | | | | — | | | | 32,487 | | | | 6,994 | | | | 39,481 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Company | | | — | | | | 39,933 | | | | — | | | | (69,622 | ) | | | (29,689 | ) | | | (41,259 | ) | | | (70,948 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change of shareholding interest in subsidiary | | | — | | | | (178,791 | ) | | | — | | | | — | | | | (178,791 | ) | | | (424,635 | ) | | | (603,426 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | 5,328 | | | | 3,106,685 | | | | (715,919 | ) | | | 3,300,509 | | | | 5,696,603 | | | | 10,800,460 | | | | 16,497,063 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
7
Cosan Limited
Consolidated statements of changes in equity
For the nine month period ended September 30, 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | — | | | | — | | | | — | | | | 224,444 | | | | 224,444 | | | | 217,684 | | | | 442,128 | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on cash flow hedge in joint ventures | | | — | | | | — | | | | 169,237 | | | | — | | | | 169,237 | | | | 102,899 | | | | 272,136 | |
Foreign currency translation effects | | | — | | | | — | | | | 6,014 | | | | — | | | | 6,014 | | | | (2,203 | ) | | | 3,811 | |
Gain on share subscription of an subsidiary | | | — | | | | — | | | | 5,598 | | | | — | | | | 5,598 | | | | 3,402 | | | | 9,000 | |
Change in fair value of available for sale securities | | | — | | | | — | | | | 2,097 | | | | — | | | | 2,097 | | | | 1,274 | | | | 3,371 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | 182,946 | | | | 224,444 | | | | 407,390 | | | | 323,056 | | | | 730,446 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share options exercised – Subsidiaries | | | — | | | | 21,933 | | | | — | | | | — | | | | 21,933 | | | | 2,815 | | | | 24,748 | |
Dividends—non-controlling interests | | | — | | | | (13,815 | ) | | | — | | | | — | | | | (13,815 | ) | | | 13,815 | | | | — | |
Increase capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,097 | | | | 13,097 | |
Dividends | | | — | | | | — | | | | — | | | | (64,921 | ) | | | (64,921 | ) | | | (294,158 | ) | | | (359,079 | ) |
Share-based payment transactions | | | — | | | | 17,346 | | | | — | | | | — | | | | 17,346 | | | | 5,216 | | | | 22,562 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Company | | | — | | | | 25,464 | | | | — | | | | (64,921 | ) | | | (39,457 | ) | | | (259,215 | ) | | | (298,672 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change of shareholding interest in subsidiary | | | — | | | | (152,447 | ) | | | — | | | | — | | | | (152,447 | ) | | | (131,773 | ) | | | (284,220 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2017 | | | 5,328 | | | | 3,924,608 | | | | (297,508 | ) | | | 2,855,521 | | | | 6,487,949 | | | | 9,669,354 | | | | 16,157,303 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated interim financial statements
8
Cosan Limited
Consolidated statements of cash flows
For the nine month period ended September 30, 2018 and 2017
(In thousands of Brazilian Reais - R$)
| | | | | | | | | | | | |
| | Note | | | September 30, 2018 | | | September 30, 2017 | |
Cash flows from operating activities | | | | | | | | | | | | |
Profit before taxes | | | | | | | 696,940 | | | | 670,830 | |
Adjustments for: | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | 1,483,860 | | | | 1,343,593 | |
Lease and concession | | | | | | | 152,645 | | | | 143,277 | |
Interest in earnings of associates | | | 11 | | | | (17,028 | ) | | | (6,984 | ) |
Interest in earnings of joint ventures | | | 12 | | | | (432,202 | ) | | | (706,272 | ) |
Losses on disposals of assets | | | | | | | 2,809 | | | | 33,841 | |
Share-based payments | | | | | | | 40,616 | | | | 10,929 | |
Legal proceedings provision | | | | | | | 87,040 | | | | 70,020 | |
Indexation charges, interest and exchange, net | | | | | | | 1,883,010 | | | | 1,938,691 | |
Provisions for employee benefits | | | | | | | 135,708 | | | | 108,505 | |
Allowance for doubtful accounts | | | | | | | 11,909 | | | | 23,381 | |
Deferred revenue | | | | | | | (8,542 | ) | | | (12,735 | ) |
Other | | | | | | | (22,068 | ) | | | (22,191 | ) |
| | | | | | | | | | | | |
| | | | | 4,014,697 | | | 3,594,885 | |
Changes in: | | | | | | | | | | | | |
Trade receivables | | | | | | | (278,380 | ) | | | (142,457 | ) |
Inventories | | | | | | | (78,373 | ) | | | 13,674 | |
Other taxes, net | | | | | | | (203,824 | ) | | | (205,767 | ) |
Related parties, net | | | | | | | (10,705 | ) | | | 48,458 | |
Trade payables | | | | | | | 231,639 | | | | 69,611 | |
Other financial liabilities | | | | | | | 8,679 | | | | 60,530 | |
Employee benefits | | | | | | | (138,853 | ) | | | (89,069 | ) |
Provision for legal proceedings | | | | | | | (97,402 | ) | | | (59,906 | ) |
Judicial deposits | | | | | | | (48,227 | ) | | | (30,438 | ) |
Post-employment benefits | | | | | | | (23,200 | ) | | | (20,120 | ) |
Cash received on sale of credit rights | | | | | | | 1,340,000 | | | | — | |
Concessions payable | | | | | | | (79,681 | ) | | | (84,039 | ) |
Other assets and liabilities, net | | | | | | | (213,075 | ) | | | 9,172 | |
| | | | | | | | | | | | |
| | | | | | | 408,598 | | | | (430,351 | ) |
| | | | | | | | | | | | |
Net cash generated by operating activities | | | | | | | 4,423,295 | | | | 3,164,534 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Capital contribution in associates | | | | | | | (7,517 | ) | | | (3,967 | ) |
Marketable securities | | | | | | | 344,615 | | | | (594,602 | ) |
Restricted cash | | | | | | | 112,549 | | | | (24,696 | ) |
Dividends received from associates | | | | | | | 11,251 | | | | 7,629 | |
Dividends received from joint ventures | | | | | | | 1,052,127 | | | | 902,210 | |
Acquisition of subsidiary, net of cash acquired | | | | | | | (73,945 | ) | | | — | |
Acquisition of property, plant and equipment and intangible assets | | | | | | | (1,993,435 | ) | | | (1,698,159 | ) |
Cash received on sale of fixed assets, and intangible assets | | | | | | | 1,576 | | | | 8,097 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | | | | | (552,779 | ) | | | (1,403,488 | ) |
| | | | | | | | | | | | |
9
Cosan Limited
Consolidated statements of cash flows
For the nine month period ended September 30, 2018 and 2017
(In thousands of Brazilian Reais - R$)
| | | | | | | | | | | | |
| | Note | | | September 30, 2018 | | | September 30, 2017 | |
Cash flows from financing activities | | | | | | | | | | | | |
Loans and borrowings and debentures raised | | | 15 | | | | 2,750,267 | | | | 4,305,339 | |
Amortization of principal on loans, borrowings and debentures | | | 15 | | | | (4,685,398 | ) | | | (1,742,219 | ) |
Payment of interest on loans, borrowings and debentures | | | 15 | | | | (1,186,695 | ) | | | (1,147,271 | ) |
Derivative financial instruments | | | | | | | 252,427 | | | | (291,891 | ) |
Amortization of principal on financing leases | | | 16 | | | | (352,506 | ) | | | (290,881 | ) |
Payment of interest on financing leases | | | 16 | | | | (130,294 | ) | | | (231,351 | ) |
Real estate credit certificates | | | | | | | (77,404 | ) | | | (97,334 | ) |
Proceeds from issuing shares | | | | | | | — | | | | 1,895 | |
Non-controlling interest subscription | | | | | | | 4,163 | | | | 20,375 | |
Dividends paid | | | | | | | (731,055 | ) | | | (689,656 | ) |
Acquisition ofnon-controlling interest | | | | | | | — | | | | (285,972 | ) |
Payments to redeem entity’s shares | | | | | | | (607,932 | ) | | | (79,447 | ) |
Share options exercised—subsidiaries | | | | | | | 24,548 | | | | 34,500 | |
| | | | | | | | | | | | |
Net cash used in financing activities | | | | | | | (4,739,879 | ) | | | (493,913 | ) |
| | | | | | | | | | | | |
(Decrease) increase in cash and cash equivalents | | | | | | | (869,363 | ) | | | 1,267,133 | |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of the period | | | | | | | 4,555,177 | | | | 4,499,588 | |
| | | | | | | | | | | | |
Effect of exchange rate fluctuations on cash held | | | | | | | 337,383 | | | | 35,090 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | | | | | | 4,023,197 | | | | 5,801,811 | |
| | | | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | | | |
Income taxes paid | | | | | | | 65,452 | | | | 37,080 | |
The accompanying notes are an integral part of these consolidated interim financial statements
10
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). 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 60.25% and 72.50% 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 under the Mobil licensed trademark in Brazil, Bolivia, Uruguay, Paraguay, Argentina and Europe market through its indirect subsidiaries Cosan Lubrificantes e Especialidades S.A. (“CLE”), Stanbridge Group Limited (“Stanbridge”), TTA—SAS Techniques & Technologie Appliquees (“TTA”), LubrigrupoII, S.A. (“Lubrigrupo II”), Cosan Lubrificantes S.R.L (“Cosan S.R.L”), and Comma Oil & Chemicals Ltd. (“Comma”) under the Comma’s brand to the Europe and Asian market and corporate activities (“Moove”); and (iv) Digital wallet business, 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 Cosan S.A 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.
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. In addition, the incorporation of PGT S.A. was approved by ALL Armazéns Gerais Ltda.
On April 24, 2018, Raízen Combustíveis and its subsidiary Raízen Argentina Holdings S.A.U. entered into a contract for the acquisition of Shell’s downstream business in Argentina through the acquisition of 100% of the shares issued by Shell Compañía Argentina de Petróleo S.A. and Energina Compañía Argentina de Petróleo S.A. (“Shell Argentina”).
Shell Argentina operates in the petroleum refining, fuel distribution, fuel reseller operations, manufacturing and commercialization of automotive and industrial lubricants, and the manufacture and sale of liquefied petroleum gas, among others.
At May 31, 2018, Cosan through its subsidiary Comma, acquired control of the companies TTA and LubrigrupoII, in the preliminary amount of R$ 43,610 and R$ 5,933 respectively, generating an additional goodwill in the Lubricants segment of R$ 22,924 and R$ 2,383 (Note 14), respectively. The transferred consideration, net of cash received, totaled R$ 33,543 and R$ 4,533, respectively.
On June 30, 2018, the Company supplemented the price paid for the acquisition of the full control of Stanbridge Group Limited, due to the fulfillment of certain contractual conditions, which generated an increase in consideration of R$ 31,726 (Note 14). In addition, after compliance with the contractual conditions and revision of the fair value of the transaction, the remaining balance and the additional consideration were settled in cash in the amount of R$ 35,869. Additionally, part of the purchase price was allocated in “Customer Relationship” at the amount of R$ 136,499 (Note 14).
11
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
As announced to the market, on August 2, 2018, the Civil Police of the State of Paraná lauched on July 31, 2018, the Operation “Controlled Margin”, with the objective of collecting statements and obtaining documents from employees of fuel distributors operating in Paraná, including Raízen Combustíveis, on suspicion of possible practices to control the final price of fuel sold at retailers located in that region. On the same date, search and seizure warrants were executed and three of Raízen’s employees were temporarily arrested and on August 3, 2018, the court determined the release of them. To this moment, in view of the existing information, no irregular conduct may be attributed to Raízen or its employees. No complaints were filed against any employees of Raízen, and no court order was issued determining the freeze of any assets or funds in its bank accounts.
In addition, also on July 31, 2018, in connection with the so-called “Operação Dubai”, the Prosecution Office of the Federal District filed a complaint against, among other parties, Raízen and one employee on the grounds of alleged anticompetitive practice. In this context, the assessment of Raízen Combustíveis, on the basis of the information available, is that the above claims do not find factual and legal support. In an autonomous action and aiming to obtain indemnification for the damages potentially suffered by the civil society due to these conducts, the Prosecution Office filed a redress action in the face of all those involved, which is in the initial stage of the proceedings. There is an application for the blocking of assets and securities against, among others, Raízen Combustíveis, which was not effected due to guarantees given in court. Both procedures are being defended and appealed to, since Raízen Combustíveis understands that there are no elements that constitute the responsibility of its or its representatives in the investigated practices.
There was no relevant update on this topic in relation to that disclosed in the interim financial statement for the period ended June 30, 2018.
At the present date there is no definitive decision or material impact on the business.
However, if the operations prove to be true in the future, any penalties may have an effect on the future financial position, profit or loss from operation and cash flows of Raízen Combustíveis. Regarding to the financial statements of Raízen Combustíveis, it is currently not practicable to determine whether there is any probable loss arising from a present obligation in view of a past event or a reasonable measure regarding the possible provision for contingencies on this matter in this interim financial information, through interest in earnings of joint ventures.
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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 November 7, 2018.
Certain amounts of the comparative balances in the statements of cash flows and in the notes 3, 5, 6, 10, 20, 21, 26 and 33, 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.
3 | Significant accounting policies |
These interim financial information were prepared based on the preparation basis and accounting policies consistent with those adopted in the preparation of the financial statements as of December 31, 2017, except for the adoption of IFRS 15 Customer Contract Revenue and IFRS 9 Financial Instruments, whose effects and changes are disclosed below (Note 3.2) effective as of January 1, 2018. The Company has not adopted in advance any other standard or interpretation issued that is not yet in force.
12
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
3.1 | Basis of consolidation |
The consolidated statements include the accounts of Cosan and its subsidiaries. Cosan’s subsidiaries are listed below:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
|
Directly owned subsidiaries | | | | | | | | |
Cosan Logística S.A. | | | 72.50 | % | | | 72.53 | % |
Cosan S.A. | | | 60.25 | % | | | 58.21 | % |
Interest of Cosan S.A. in its subsidiaries | | | | | | | | |
Companhia de Gás de São Paulo – Comgás(ii) | | | 80.12 | % | | | 79.87 | % |
Cosan Biomassa S.A.(i) | | | 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(i) | | | 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 | % |
TTA—SAS Techniques et Technologies Appliquées(iv) | | | 75.00 | % | | | — | |
Cosan Lubrificantes S.R.L | | | 100,00 | % | | | — | |
LubrigrupoII, S.A(iv) | | | 100,00 | % | | | — | |
Cosan Lubrificantes e Especialidades S.A. | | | 100.00 | % | | | 100.00 | % |
Cosan Luxembourg S.A. | | | 100.00 | % | | | 100.00 | % |
Cosan Overseas Limited | | | 100.00 | % | | | 100.00 | % |
Cosan Paraguay S.A. | | | 100.00 | % | | | 100.00 | % |
Cosan U.S., Inc. | | | 100.00 | % | | | 100.00 | % |
Ilha Terminal Distribuição de Produtos Químicos | | | 100.00 | % | | | 100.00 | % |
Pasadena Empreendimentos e Participações S.A.(i) | | | 100.00 | % | | | 100.00 | % |
Zip Lube S.A. | | | 100.00 | % | | | 100.00 | % |
Payly Soluções de Pagamento S.A. | | | 100.00 | % | | | — | |
Rumo S.A. | | | 1.71 | % | | | 1.71 | % |
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.(iii) | | | — | | | | 28.47 | % |
ALL Serviços Ltda.(iii) | | | — | | | | 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.(iii) | | | — | | | | 28.47 | % |
(i) | 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$ 182,596 as of September 30, 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. |
(ii) | As of September 30, 2018, the Company increased its interest, in Comgás to 80.12% due to the capital increase arising from the partial use of the goodwill tax benefit, according to Ordinary / Extraordinary General Meeting of April 25, 2018, of the subsidiary Comgás. As a consequence, a loss in shareholders’ equity was recognized in the total amount of R$ 7,888. |
(iii) | As mentioned in Note 1, the merger of Brado Holding S.A., Rumo Malha Norte Holding Ltda. and Tezza Consultoria de Negócios Ltda. (“ALL Serviços Ltda.”) By “Rumo.” In addition, the incorporation of PGT S.A. by ALL Armazéns Gerais Ltda. |
(iv) | Acquisition of control of companies in the Lubricants segment as described in the note 1. |
13
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
3.2 | New standards, interpretations and changes adopted by the Company |
Although these new standards and amendment below apply for the first time in 2018, they do not have a material impact on the Company’s annual or interim consolidated financial statements. The nature and impact of each new standard or change are described below:
| a) | IFRS 15—Customer Contract Revenue |
The Company adopted IFRS 15—Revenue from Contracts with Customers as of January 1, 2018, which resulted in changes in accounting policies and adjustments to the amounts recognized in the consolidated financial statements. In accordance with the transitional provisions of IFRS 15, the Company adopted the retrospective method with a cumulative transition effect.
The costs to obtain new contracts, as well as to comply with existing contracts, begin to be recorded as Cost of sales. At September 30, 2018, these costs totalized R$ 62,971. At September 30, 2017 such costs were recorded as selling expenses in the amount of R$ 58,625.
| 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. |
The effect of the adoption of IFRS 9 is as follows:
| | | | |
Assets | | | | |
Trades receivables | | R$ | (11,520 | ) |
Investments in joint ventures | | R$ | (1,340 | ) |
Deferred tax | | R$ | 4,172 | |
Equity | | | | |
Retained earnings | | R$ | 8,688 | |
14
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| (a) | Classification and measurement |
Except for certain commercial receivables, in accordance with IFRS 9, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not measured at the fair value through profit or loss, of 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 a forward-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$ 11,520. The rise in the provision resulted in adjustment to retained earnings in the amount of R$ 8,688.
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.
15
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
According to IAS 39, all gains and losses arising from the Company’s cash flow hedge relationships were eligible to be subsequently reclassified to income. However, in accordance with IFRS 9, the gains and losses resulting from cash flow hedge of the expected purchases ofnon-financial assets need to be incorporated into the initial book values ofnon-financial assets. Therefore, after the adoption of IFRS 9, the net cash flow hedge gain or loss was presented under “Other comprehensive income not being reclassified to income”. This amendment applies only prospectively from the date of initial application of IFRS 9 and has no impact on the presentation of comparative figures.
In the evaluation of the Company, in terms of hedge accounting, no effects of its adoption were identified in this interim financial statement.
During the period ended September 30, 2018, the Company carried out the following transactions that did not involve cash and are therefore not reflected in the statement of cash flows:
• | | Forward purchase of property, plant and equipment in the amount of R$ 17,300 (R$ 4.813 on September, 30, 2017) |
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.
This standard changes the recognition, measurement, presentation and disclosure of leases. It requires tenants to record all leases in the balance sheet with exemptions available forlow-value and short-term leases.
The Company and its subsidiaries lease various properties, equipment and cars. Rental agreements are usually made for fixed periods, but may have extension options as described below. The terms of the lease are negotiated individually and contain a wide variety of different terms and conditions. Lease agreements do not impose any obligation, but leased assets can not be used as collateral for loan purposes. Leases will be recognized as a right of use asset and a corresponding liability on the date the leased asset is made available for use by the Company. Each lease payment will be allocated between the liability and the financial cost. The financial cost will be recognized in profit or loss over the period of the lease, in order to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The asset of the right of use will be depreciated over the shorter useful life of the asset and the lease term by the straight-line method.
Assets and liabilities arising from leasing will initially be measured based on the present value. Lease liabilities include the net present value of the following rental payments:
| i. | fixed payments (including fixed payments in substance), less any lease incentives to be received; |
| ii. | variable rental payment that is based on an index or a rate; |
| iii. | amounts expected to be paid by the lessee under residual value guarantees; |
| iv. | the exercise price of a call option, if it is reasonably certain that the option is exercised by the lessee, and |
| v. | payment of fines for termination of the lease, if the lease term reflects that the lessee exercising that option. |
Lease payments will be discounted using the implied interest rate on the lease, if such rate can be determined, or the incremental loan rate of the Company.
16
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Therights-of-use assets will be measured at cost, including:
i. the value of the initial measurement of the lease liability;
ii. any lease payments made before or at the commencement date, less any incentives received;
iii. any initial direct costs and;
iv. restoration costs.
Payments associated with short-term leases and leases oflow-value assets will continue to be recognized under the straight-line method as expense in the statement of income. Short-term leases are leases with lease term of 12 months or less. Low value assets include computer equipment and small items of office furniture.
The extension and termination options are included in various property and equipment leases throughout the Company. These terms are used to maximize operational flexibility in terms of contract management. Most of the options for extension and termination exercised may be bilateral agreement.
To optimize lease costs during the contract period the Company sometimes provides residual value guarantees in relation to equipment leases.
The Company will adopt IFRS 16 using the modified retrospective approach and therefore the comparative information will not be updated and will continue to be reported under IAS 17 and IFRIC 4. Details of the accounting policies in accordance with IAS 17 and IFRIC 4 will be disclosed separately if they are different from those under IFRS 16.
The Company has not yet finalized the measurement of these leases in the recognition of a right of use asset and a lease liability and as this will affect the profit or loss and the classification of the cash flows. However, it is expected to have a material impact on the jointly-controlled subsidiaries Raízen, mainly in land leases.
The standard is mandatory for periods beginning on or after January 1, 2019.
| b) | IFRIC 23 — Uncertainty over Income Tax Treatments |
The Interpretation addresses the accounting of income taxes when tax treatment involves uncertainties that affect the application of IAS 12 and does not apply to taxes or charges outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with taxes uncertain.
The Company records federal income tax returns in Brazil and in foreign jurisdictions, and is subject to examination by the tax authorities in those jurisdictions for the last five fiscal years. The Company has audits in progress at various stages of completion, of which they may be completed within the next fiscal year. The results of the audits and the timing of settlements are subject to significant uncertainties currently.
The unrecognized uncertainties described above will be included in the Company’s annual financial statements to the extent that the Company is able to make reliable estimates of settlements with the respective tax authorities.
| c) | IFRS 17 Insurance Contracts |
This standard introduces a new model for accounting for insurance contracts. IFRS 17 is effective for years beginning on or after January 1, 2021, with comparative values required. Based on preliminary work, we estimate that the impact will be irrelevant. We are in the process of reviewing our existing agreements to determine the impact on 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.
17
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, thermo 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 under the Mobil brand in the Latin American and European market, as well as in the European and Asian market under the Comma brand. |
Reconciliation
| vi. | Cosan Corporate:digital wallet business, 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.”
18
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment eliminations/ adjustments | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Statement of income or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 5,452,056 | | | | 21,053,118 | | | | 1,900,984 | | | | 1,011,517 | | | | 1,877,111 | | | | 407 | | | | (26,505,174 | ) | | | (11,602 | ) | | | 4,778,417 | | | | 2,912,905 | | | | 1,877,111 | |
Domestic market | | | 4,409,458 | | | | 21,053,118 | | | | 1,900,984 | | | | 989,144 | | | | 1,798,315 | | | | 407 | | | | (25,462,576 | ) | | | (11,602 | ) | | | 4,677,248 | | | | 2,849,094 | | | | 1,798,315 | |
External market | | | 1,042,598 | | | | — | | | | — | | | | 22,373 | | | | 78,796 | | | | — | | | | (1,042,598 | ) | | | — | | | | 101,169 | | | | 63,811 | | | | 78,796 | |
Cost of sales | | | (5,099,524 | ) | | | (20,183,792 | ) | | | (1,377,288 | ) | | | (839,097 | ) | | | (1,198,845 | ) | | | (2,571 | ) | | | 25,283,316 | | | | 11,602 | | | | (3,406,199 | ) | | | (2,218,954 | ) | | | (1,198,845 | ) |
Gross profit | | | 352,532 | | | | 869,326 | | | | 523,696 | | | | 172,420 | | | | 678,266 | | | | (2,164 | ) | | | (1,221,858 | ) | | | — | | | | 1,372,218 | | | | 693,951 | | | | 678,266 | |
Selling expenses | | | (255,646 | ) | | | (319,826 | ) | | | (155,308 | ) | | | (97,683 | ) | | | (1,980 | ) | | | (215 | ) | | | 575,472 | | | | — | | | | (255,186 | ) | | | (253,206 | ) | | | (1,980 | ) |
General and administrative expenses | | | (171,376 | ) | | | (117,278 | ) | | | (89,259 | ) | | | (33,001 | ) | | | (77,680 | ) | | | (42,615 | ) | | | 288,654 | | | | — | | | | (242,555 | ) | | | (154,535 | ) | | | (77,680 | ) |
Other income (expense), net | | | (9,478 | ) | | | 84,858 | | | | (7,816 | ) | | | (110 | ) | | | (4,500 | ) | | | (32,280 | ) | | | (75,380 | ) | | | — | | | | (44,706 | ) | | | (40,206 | ) | | | (4,500 | ) |
Financial results | | | (114,658 | ) | | | (181,008 | ) | | | (55,430 | ) | | | (10,629 | ) | | | (257,452 | ) | | | (200,153 | ) | | | 295,666 | | | | — | | | | (523,664 | ) | | | (251,376 | ) | | | (257,452 | ) |
Finance expense | | | (298,060 | ) | | | (213,760 | ) | | | (151,674 | ) | | | (9,611 | ) | | | (429,617 | ) | | | (337,015 | ) | | | 511,820 | | | | 1,925 | | | | (925,992 | ) | | | (427,350 | ) | | | (429,617 | ) |
Finance income | | | 143,662 | | | | 50,188 | | | | 96,284 | | | | 222 | | | | 54,856 | | | | 30,540 | | | | (193,850 | ) | | | (1,925 | ) | | | 179,977 | | | | 142,895 | | | | 54,856 | |
Foreign exchange losses, net | | | (44,948 | ) | | | (188,678 | ) | | | (30,811 | ) | | | (11,677 | ) | | | (187,044 | ) | | | (179,118 | ) | | | 233,626 | | | | — | | | | (408,650 | ) | | | (221,387 | ) | | | (187,044 | ) |
Derivatives | | | 84,688 | | | | 171,242 | | | | 30,771 | | | | 10,437 | | | | 304,353 | | | | 285,440 | | | | (255,930 | ) | | | — | | | | 631,001 | | | | 254,466 | | | | 304,353 | |
Interest in earnings of associates | | | (7,366 | ) | | | 2 | | | | — | | | | (3,946 | ) | | | 3,254 | | | | 224,770 | | | | 7,364 | | | | (222,688 | ) | | | 1,390 | | | | (1,864 | ) | | | 3,254 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 84,089 | | | | — | | | | — | | | | 84,089 | | | | 84,089 | | | | — | |
Income tax expense benefit | | | 106,712 | | | | (48,220 | ) | | | (48,508 | ) | | | (8,350 | ) | | | (111,781 | ) | | | 64,972 | | | | (58,492 | ) | | | — | | | | (103,667 | ) | | | 747 | | | | (111,781 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) profit from continuing operations | | | (99,280 | ) | | | 287,854 | | | | 167,375 | | | | 18,701 | | | | 228,127 | | | | 96,404 | | | | (188,574 | ) | | | (222,688 | ) | | | 287,919 | | | | 77,600 | | | | 228,127 | |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | (107,154 | ) | | | 275,338 | | | | 134,098 | | | | 18,320 | | | | 63,817 | | | | 96,127 | | | | (168,184 | ) | | | (249,365 | ) | | | 62,997 | | | | 43,942 | | | | 63,817 | |
Non-controlling interests | | | 7,874 | | | | 12,516 | | | | 33,277 | | | | 381 | | | | 164,310 | | | | 277 | | | | (20,390 | ) | | | 26,677 | | | | 224,922 | | | | 33,658 | | | | 164,310 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (99,280 | ) | | | 287,854 | | | | 167,375 | | | | 18,701 | | | | 228,127 | | | | 96,404 | | | | (188,574 | ) | | | (222,688 | ) | | | 287,919 | | | | 77,600 | | | | 228,127 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 620,004 | | | | 45,222 | | | | 116,293 | | | | 22,095 | | | | 354,659 | | | | 2,863 | | | | (665,226 | ) | | | — | | | | 495,910 | | | | 141,163 | | | | 354,659 | |
EBITDA | | | 528,670 | | | | 562,304 | | | | 387,606 | | | | 59,775 | | | | 952,019 | | | | 234,448 | | | | (1,090,974 | ) | | | (222,688 | ) | | | 1,411,160 | | | | 469,392 | | | | 952,019 | |
Additions to PP&E, intangible and biological assets | | | 462,612 | | | | 53,794 | | | | 130,398 | | | | 11,121 | | | | 536,516 | | | | 1,963 | | | | (516,406 | ) | | | — | | | | 679,998 | | | | 143,482 | | | | 536,516 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) profit for the period | | | (99,280 | ) | | | 287,854 | | | | 167,375 | | | | 18,701 | | | | 228,127 | | | | 96,404 | | | | (188,574 | ) | | | (222,688 | ) | | | 287,919 | | | | 77,600 | | | | 228,127 | |
Income tax and social contribution | | | (106,712 | ) | | | 48,220 | | | | 48,508 | | | | 8,350 | | | | 111,781 | | | | (64,972 | ) | | | 58,492 | | | | — | | | | 103,667 | | | | (747 | ) | | | 111,781 | |
Financial result, net | | | 114,658 | | | | 181,008 | | | | 55,430 | | | | 10,629 | | | | 257,452 | | | | 200,153 | | | | (295,666 | ) | | | — | | | | 523,664 | | | | 251,376 | | | | 257,452 | |
Depreciation and amortization | | | 620,004 | | | | 45,222 | | | | 116,293 | | | | 22,095 | | | | 354,659 | | | | 2,863 | | | | (665,226 | ) | | | — | | | | 495,910 | | | | 141,163 | | | | 354,659 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 528,670 | | | | 562,304 | | | | 387,606 | | | | 59,775 | | | | 952,019 | | | | 234,448 | | | | (1,090,974 | ) | | | (222,688 | ) | | | 1,411,160 | | | | 469,392 | | | | 952,019 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
19
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2018 to September 30, 2018 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment eliminations/ adjustments | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 14,056,548 | | | | 60,142,694 | | | | 4,924,663 | | | | 2,562,762 | | | | 4,938,340 | | | | 836 | | | | (74,199,242 | ) | | | (30,265 | ) | | | 12,396,336 | | | | 7,488,251 | | | | 4,938,340 | |
Domestic market | | | 9,952,512 | | | | 60,142,694 | | | | 4,924,663 | | | | 2,526,111 | | | | 4,723,204 | | | | 836 | | | | (70,095,206 | ) | | | (30,265 | ) | | | 12,144,549 | | | | 7,387,789 | | | | 4,723,204 | |
External market | | | 4,104,036 | | | | — | | | | — | | | | 36,651 | | | | 215,136 | | | | — | | | | (4,104,036 | ) | | | — | | | | 251,787 | | | | 100,462 | | | | 215,136 | |
Cost of sales | | | (12,834,904 | ) | | | (57,530,450 | ) | | | (3,460,087 | ) | | | (2,083,659 | ) | | | (3,315,983 | ) | | | (2,712 | ) | | | 70,365,354 | | | | 30,265 | | | | (8,832,176 | ) | | | (5,546,447 | ) | | | (3,315,983 | ) |
Gross profit | | | 1,221,644 | | | | 2,612,244 | | | | 1,464,576 | | | | 479,103 | | | | 1,622,357 | | | | (1,876 | ) | | | (3,833,888 | ) | | | — | | | | 3,564,160 | | | | 1,941,804 | | | | 1,622,357 | |
Selling expenses | | | (595,692 | ) | | | (1,004,754 | ) | | | (461,864 | ) | | | (277,494 | ) | | | (8,215 | ) | | | (214 | ) | | | 1,600,446 | | | | — | | | | (747,787 | ) | | | (739,572 | ) | | | (8,215 | ) |
General and administrative expenses | | | (500,750 | ) | | | (367,610 | ) | | | (247,855 | ) | | | (92,436 | ) | | | (215,476 | ) | | | (136,493 | ) | | | 868,360 | | | | — | | | | (692,260 | ) | | | (436,202 | ) | | | (215,476 | ) |
Other income (expense), net | | | 149,814 | | | | 281,650 | | | | (12,133 | ) | | | (4,205 | ) | | | (13,039 | ) | | | (58,849 | ) | | | (431,464 | ) | | | — | | | | (88,226 | ) | | | (75,187 | ) | | | (13,039 | ) |
Financial results | | | (266,600 | ) | | | (513,450 | ) | | | (142,985 | ) | | | (14,327 | ) | | | (1,065,843 | ) | | | (565,022 | ) | | | 780,050 | | | | — | | | | (1,788,177 | ) | | | (720,469 | ) | | | (1,065,843 | ) |
Finance expense | | | (743,830 | ) | | | (249,470 | ) | | | (383,558 | ) | | | (26,901 | ) | | | (1,070,437 | ) | | | (462,597 | ) | | | 993,300 | | | | 5,200 | | | | (1,938,293 | ) | | | (748,018 | ) | | | (1,070,437 | ) |
Finance income | | | 453,730 | | | | 148,812 | | | | 239,017 | | | | 5,494 | | | | 181,741 | | | | 106,016 | | | | (602,542 | ) | | | (5,200 | ) | | | 527,068 | | | | 388,123 | | | | 181,741 | |
Foreign exchange losses, net | | | (180,070 | ) | | | (1,042,830 | ) | | | (118,637 | ) | | | (30,968 | ) | | | (820,184 | ) | | | (906,597 | ) | | | 1,222,900 | | | | — | | | | (1,876,386 | ) | | | (1,012,142 | ) | | | (820,184 | ) |
Derivatives | | | 203,570 | | | | 630,038 | | | | 120,193 | | | | 38,048 | | | | 643,037 | | | | 698,156 | | | | (833,608 | ) | | | — | | | | 1,499,434 | | | | 651,568 | | | | 643,037 | |
Interest in earnings of associates | | | (12,924 | ) | | | 2 | | | | — | | | | 230 | | | | 8,419 | | | | 608,297 | | | | 12,922 | | | | (599,918 | ) | | | 17,028 | | | | 8,605 | | | | 8,419 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 432,202 | | | | — | | | | — | | | | 432,202 | | | | 432,202 | | | | — | |
Income tax (expense) benefit | | | 116,368 | | | | (213,378 | ) | | | (179,497 | ) | | | (24,672 | ) | | | (192,808 | ) | | | 210,576 | | | | 97,010 | | | | — | | | | (186,401 | ) | | | (1,315 | ) | | | (192,808 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | 111,860 | | | | 794,704 | | | | 420,242 | | | | 66,199 | | | | 135,395 | | | | 488,621 | | | | (906,564 | ) | | | (599,918 | ) | | | 510,539 | | | | 409,866 | | | | 135,395 | |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | 103,992 | | | | 761,792 | | | | 336,228 | | | | 65,662 | | | | 36,916 | | | | 483,625 | | | | (865,784 | ) | | | (730,448 | ) | | | 191,983 | | | | 325,315 | | | | 36,916 | |
Non-controlling interests | | | 7,868 | | | | 32,912 | | | | 84,014 | | | | 537 | | | | 98,479 | | | | 4,996 | | | | (40,780 | ) | | | 130,530 | | | | 318,556 | | | | 84,551 | | | | 98,478 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 111,860 | | | | 794,704 | | | | 420,242 | | | | 66,199 | | | | 135,395 | | | | 488,621 | | | | (906,564 | ) | | | (599,918 | ) | | | 510,539 | | | | 409,866 | | | | 135,395 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,661,696 | | | | 146,012 | | | | 350,064 | | | | 71,426 | | | | 1,051,716 | | | | 10,654 | | | | (1,807,708 | ) | | | — | | | | 1,483,860 | | | | 431,903 | | | | 1,051,716 | |
EBITDA | | | 1,923,788 | | | | 1,667,544 | | | | 1,092,788 | | | | 176,624 | | | | 2,445,762 | | | | 853,721 | | | | (3,591,332 | ) | | | (599,918 | ) | | | 3,968,977 | | | | 1,563,553 | | | | 2,445,762 | |
Additions to PP&E, intangible and biological assets | | | 1,959,288 | | | | 522,242 | | | | 382,025 | | | | 32,455 | | | | 1,576,380 | | | | 2,575 | | | | (2,481,530 | ) | | | — | | | | 1,993,435 | | | | 417,120 | | | | 1,576,380 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 111,860 | | | | 794,704 | | | | 420,242 | | | | 66,199 | | | | 135,395 | | | | 488,621 | | | | (906,564 | ) | | | (599,918 | ) | | | 510,539 | | | | 409,866 | | | | 135,395 | |
Income tax and social contribution | | | (116,368 | ) | | | 213,378 | | | | 179,497 | | | | 24,672 | | | | 192,808 | | | | (210,576 | ) | | | (97,010 | ) | | | — | | | | 186,401 | | | | 1,315 | | | | 192,808 | |
Financial result, net | | | 266,600 | | | | 513,450 | | | | 142,985 | | | | 14,327 | | | | 1,065,843 | | | | 565,022 | | | | (780,050 | ) | | | — | | | | 1,788,177 | | | | 720,469 | | | | 1,065,843 | |
Depreciation and amortization | | | 1,661,696 | | | | 146,012 | | | | 350,064 | | | | 71,426 | | | | 1,051,716 | | | | 10,654 | | | | (1,807,708 | ) | | | — | | | | 1,483,860 | | | | 431,903 | | | | 1,051,716 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,923,788 | | | | 1,667,544 | | | | 1,092,788 | | | | 176,624 | | | | 2,445,762 | | | | 853,721 | | | | (3,591,332 | ) | | | (599,918 | ) | | | 3,968,977 | | | | 1,563,553 | | | | 2,445,762 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
20
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | July 1, 2017 to September 30, 2017 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | COMGÁS | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment eliminations/ adjustments | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Statement of income or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 3,839,928 | | | | 18,452,780 | | | | 1,535,083 | | | | 534,319 | | | | 1,648,910 | | | | 1,963 | | | | (22,292,708 | ) | | | (9,252 | ) | | | 3,711,023 | | | | 2,071,360 | | | | 1,648,910 | |
Domestic market | | | 1,779,983 | | | | 18,452,780 | | | | 1,535,083 | | | | 412,277 | | | | 1,570,567 | | | | 1,963 | | | | (20,232,763 | ) | | | (9,252 | ) | | | 3,510,638 | | | | 1,949,318 | | | | 1,570,567 | |
External market | | | 2,059,945 | | | | — | | | | — | | | | 122,042 | | | | 78,343 | | | | — | | | | (2,059,945 | ) | | | — | | | | 200,385 | | | | 122,042 | | | | 78,343 | |
Cost of sales | | | (2,933,820 | ) | | | (17,324,968 | ) | | | (935,951 | ) | | | (384,190 | ) | | | (1,090,373 | ) | | | (4,373 | ) | | | 20,258,788 | | | | 9,252 | | | | (2,405,635 | ) | | | (1,324,509 | ) | | | (1,090,373 | ) |
Gross profit | | | 906,108 | | | | 1,127,812 | | | | 599,132 | | | | 150,129 | | | | 558,537 | | | | (2,410 | ) | | | (2,033,920 | ) | | | — | | | | 1,305,388 | | | | 746,851 | | | | 558,537 | |
Selling expenses | | | (274,891 | ) | | | (353,871 | ) | | | (154,513 | ) | | | (96,630 | ) | | | (3,983 | ) | | | (143 | ) | | | 628,762 | | | | — | | | | (255,269 | ) | | | (251,286 | ) | | | (3,983 | ) |
General and administrative expenses | | | (164,978 | ) | | | (113,835 | ) | | | (88,301 | ) | | | (23,364 | ) | | | (60,617 | ) | | | (43,666 | ) | | | 278,813 | | | | — | | | | (215,948 | ) | | | (151,540 | ) | | | (60,617 | ) |
Other (expense) income, net | | | 1,933 | | | | 70,798 | | | | (11,635 | ) | | | (3,739 | ) | | | (2,043 | ) | | | (13,093 | ) | | | (72,731 | ) | | | — | | | | (30,510 | ) | | | (28,422 | ) | | | (2,043 | ) |
Financial results | | | 75,498 | | | | (72,060 | ) | | | (57,266 | ) | | | (12,472 | ) | | | (388,064 | ) | | | (64,976 | ) | | | (3,438 | ) | | | — | | | | (522,778 | ) | | | (10,744 | ) | | | (388,064 | ) |
Finance expense | | | (234,085 | ) | | | (63,007 | ) | | | (132,868 | ) | | | (9,134 | ) | | | (492,646 | ) | | | (206,531 | ) | | | 297,092 | | | | — | | | | (841,179 | ) | | | (330,543 | ) | | | (492,646 | ) |
Finance income | | | 166,089 | | | | 27,914 | | | | 75,617 | | | | 3,254 | | | | 63,542 | | | | 34,878 | | | | (194,003 | ) | | | — | | | | 177,291 | | | | 191,299 | | | | 63,542 | |
Foreign exchange losses, net | | | 23,242 | | | | 98,999 | | | | 41,436 | | | | 3,603 | | | | 110,390 | | | | 138,165 | | | | (122,241 | ) | | | — | | | | 293,594 | | | | 211,634 | | | | 110,390 | |
Derivatives | | | 120,252 | | | | (135,966 | ) | | | (41,451 | ) | | | (10,195 | ) | | | (69,350 | ) | | | (31,488 | ) | | | 15,714 | | | | — | | | | (152,484 | ) | | | (83,134 | ) | | | (69,350 | ) |
Interest in earnings of associates | | | (388 | ) | | | — | | | | — | | | | (1,459 | ) | | | 4,043 | | | | 429,909 | | | | 388 | | | | (426,835 | ) | | | 5,658 | | | | 1,616 | | | | 4,043 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 410,178 | | | | — | | | | — | | | | 410,178 | | | | 410,178 | | | | — | |
Income tax expense benefit | | | (150,269 | ) | | | (213,747 | ) | | | (99,607 | ) | | | (5,014 | ) | | | (32,423 | ) | | | (11,849 | ) | | | 364,016 | | | | — | | | | (148,893 | ) | | | (147,669 | ) | | | (32,423 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) profit from continuing operations | | | 393,013 | | | | 445,097 | | | | 187,810 | | | | 7,451 | | | | 75,450 | | | | 703,950 | | | | (838,110 | ) | | | (426,835 | ) | | | 547,826 | | | | 568,984 | | | | 75,450 | |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | 393,013 | | | | 428,280 | | | | 118,518 | | | | 7,451 | | | | 19,472 | | | | 703,709 | | | | (821,293 | ) | | | (601,040 | ) | | | 248,110 | | | | 499,692 | | | | 19,472 | |
Non-controlling interests | | | — | | | | 16,817 | | | | 69,292 | | | | — | | | | 55,978 | | | | 241 | | | | (16,817 | ) | | | 174,205 | | | | 299,716 | | | | 69,292 | | | | 55,978 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 393,013 | | | | 445,097 | | | | 187,810 | | | | 7,451 | | | | 75,450 | | | | 703,950 | | | | (838,110 | ) | | | (426,835 | ) | | | 547,826 | | | | 568,984 | | | | 75,450 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 582,589 | | | | 170,225 | | | | 118,570 | | | | 19,537 | | | | 304,240 | | | | 3,892 | | | | (752,814 | ) | | | — | | | | 446,239 | | | | 141,999 | | | | 304,240 | |
EBITDA | | | 1,050,373 | | | | 901,129 | | | | 463,253 | | | | 44,474 | | | | 800,177 | | | | 784,667 | | | | (1,951,502 | ) | | | (426,835 | ) | | | 1,665,736 | | | | 869,396 | | | | 800,177 | |
Additions to PP&E, intangible and biological assets | | | 414,925 | | | | 171,897 | | | | 73,083 | | | | 15,645 | | | | 473,771 | | | | 4,907 | | | | (586,822 | ) | | | — | | | | 567,406 | | | | 92,383 | | | | 473,771 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) profit for the period | | | 393,013 | | | | 445,097 | | | | 187,810 | | | | 7,451 | | | | 75,450 | | | | 703,950 | | | | (838,110 | ) | | | (426,835 | ) | | | 547,826 | | | | 568,984 | | | | 75,450 | |
Income tax and social contribution | | | 150,269 | | | | 213,747 | | | | 99,607 | | | | 5,014 | | | | 32,423 | | | | 11,849 | | | | (364,016 | ) | | | — | | | | 148,893 | | | | 147,669 | | | | 32,423 | |
Financial result, net | | | (75,498 | ) | | | 72,060 | | | | 57,266 | | | | 12,472 | | | | 388,064 | | | | 64,976 | | | | 3,438 | | | | — | | | | 522,778 | | | | 10,744 | | | | 388,064 | |
Depreciation and amortization | | | 582,589 | | | | 170,225 | | | | 118,570 | | | | 19,537 | | | | 304,240 | | | | 3,892 | | | | (752,814 | ) | | | — | | | | 446,239 | | | | 141,999 | | | | 304,240 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,050,373 | | | | 901,129 | | | | 463,253 | | | | 44,474 | | | | 800,177 | | | | 784,667 | | | | (1,951,502 | ) | | | (426,835 | ) | | | 1,665,736 | | | | 869,396 | | | | 800,177 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
21
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2017 to September 30, 2017 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment eliminations/ adjustments | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | | 9,859,076 | | | | 53,414,974 | | | | 4,041,014 | | | | 1,492,481 | | | | 4,354,227 | | | | 2,326 | | | | (63,274,050 | ) | | | (24,786 | ) | | | 9,865,262 | | | | 5,535,783 | | | | 4,354,227 | |
Domestic market | | | 5,122,996 | | | | 53,414,974 | | | | 4,041,014 | | | | 1,170,189 | | | | 4,148,518 | | | | 2,326 | | | | (58,537,970 | ) | | | (24,786 | ) | | | 9,337,261 | | | | 5,213,491 | | | | 4,148,518 | |
External market | | | 4,736,080 | | | | — | | | | — | | | | 322,292 | | | | 205,709 | | | | — | | | | (4,736,080 | ) | | | — | | | | 528,001 | | | | 322,292 | | | | 205,709 | |
Cost of sales | | | (8,261,849 | ) | | | (50,571,173 | ) | | | (2,522,881 | ) | | | (1,052,605 | ) | | | (3,010,559 | ) | | | (5,990 | ) | | | 58,833,022 | | | | 24,786 | | | | (6,567,249 | ) | | | (3,581,438 | ) | | | (3,010,559 | ) |
Gross profit | | | 1,597,227 | | | | 2,843,801 | | | | 1,518,133 | | | | 439,876 | | | | 1,343,668 | | | | (3,664 | ) | | | (4,441,028 | ) | | | — | | | | 3,298,013 | | | | 1,954,345 | | | | 1,343,668 | |
Selling expenses | | | (605,608 | ) | | | (995,950 | ) | | | (486,543 | ) | | | (283,921 | ) | | | (23,623 | ) | | | (200 | ) | | | 1,601,558 | | | | — | | | | (794,287 | ) | | | (770,664 | ) | | | (23,623 | ) |
General and administrative expenses | | | (452,230 | ) | | | (332,499 | ) | | | (246,495 | ) | | | (64,758 | ) | | | (189,803 | ) | | | (125,175 | ) | | | 784,729 | | | | — | | | | (626,231 | ) | | | (425,667 | ) | | | (189,803 | ) |
Other (expense) income, net | | | (91,094 | ) | | | 250,073 | | | | (21,523 | ) | | | (3,906 | ) | | | (6,445 | ) | | | (62,395 | ) | | | (158,979 | ) | | | — | | | | (94,269 | ) | | | (87,776 | ) | | | (6,445 | ) |
Financial results | | | 112,478 | | | | (315,346 | ) | | | (139,883 | ) | | | (36,648 | ) | | | (1,272,141 | ) | | | (376,980 | ) | | | 202,868 | | | | — | | | | (1,825,652 | ) | | | (402,721 | ) | | | (1,272,141 | ) |
Finance expense | | | (685,640 | ) | | | (182,876 | ) | | | (489,187 | ) | | | (27,519 | ) | | | (1,440,686 | ) | | | (649,155 | ) | | | 868,516 | | | | — | | | | (2,606,547 | ) | | | (1,138,039 | ) | | | (1,440,686 | ) |
Finance income | | | 546,300 | | | | 98,503 | | | | 349,573 | | | | 15,917 | | | | 186,183 | | | | 143,387 | | | | (644,803 | ) | | | — | | | | 695,060 | | | | 615,194 | | | | 186,183 | |
Foreign exchange losses, net | | | (15,935 | ) | | | 49,092 | | | | 27,771 | | | | (23 | ) | | | (18,074 | ) | | | 90,187 | | | | (33,157 | ) | | | — | | | | 99,861 | | | | 134,586 | | | | (18,074 | ) |
Derivatives | | | 267,753 | | | | (280,065 | ) | | | (28,040 | ) | | | (25,023 | ) | | | 436 | | | | 38,601 | | | | 12,312 | | | | — | | | | (14,026 | ) | | | (14,462 | ) | | | 436 | |
Interest in earnings of associates | | | (48,159 | ) | | | — | | | | — | | | | (5,606 | ) | | | 7,200 | | | | 611,154 | | | | 48,159 | | | | (605,764 | ) | | | 6,984 | | | | (218 | ) | | | 7,200 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 706,272 | | | | — | | | | — | | | | 706,272 | | | | 706,272 | | | | — | |
Income tax (expense) benefit | | | (56,558 | ) | | | (446,914 | ) | | | (226,136 | ) | | | (18,527 | ) | | | (63,056 | ) | | | 79,017 | | | | 503,472 | | | | — | | | | (228,702 | ) | | | (197,229 | ) | | | (63,056 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | 456,056 | | | | 1,003,165 | | | | 397,553 | | | | 26,510 | | | | (204,200 | ) | | | 828,029 | | | | (1,459,221 | ) | | | (605,764 | ) | | | 442,128 | | | | 776,342 | | | | (204,200 | ) |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | 456,056 | | | | 958,065 | | | | 250,177 | | | | 26,510 | | | | (60,999 | ) | | | 821,154 | | | | (1,414,121 | ) | | | (812,398 | ) | | | 224,444 | | | | 628,966 | | | | (60,999 | ) |
Non-controlling interests | | | — | | | | 45,100 | | | | 147,376 | | | | — | | | | (143,201 | ) | | | 6,875 | | | | (45,100 | ) | | | 206,634 | | | | 217,684 | | | | 147,376 | | | | (143,201 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 456,056 | | | | 1,003,165 | | | | 397,553 | | | | 26,510 | | | | (204,200 | ) | | | 828,029 | | | | (1,459,221 | ) | | | (605,764 | ) | | | 442,128 | | | | 776,342 | | | | (204,200 | ) |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,536,836 | | | | 482,815 | | | | 379,388 | | | | 59,089 | | | | 892,940 | | | | 12,176 | | | | (2,019,651 | ) | | | — | | | | 1,343,593 | | | | 450,653 | | | | 892,940 | |
EBITDA | | | 1,936,972 | | | | 2,248,240 | | | | 1,142,960 | | | | 140,774 | | | | 2,023,937 | | | | 1,138,168 | | | | (4,185,212 | ) | | | (605,764 | ) | | | 3,840,075 | | | | 1,826,945 | | | | 2,023,937 | |
Additions to PP&E, intangible and biological assets | | | 1,715,483 | | | | 591,200 | | | | 244,530 | | | | 22,415 | | | | 1,423,835 | | | | 7,379 | | | | (2,306,683 | ) | | | — | | | | 1,698,159 | | | | 272,362 | | | | 1,423,835 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 456,056 | | | | 1,003,165 | | | | 397,553 | | | | 26,510 | | | | (204,200 | ) | | | 828,029 | | | | (1,459,221 | ) | | | (605,764 | ) | | | 442,128 | | | | 776,342 | | | | (204,200 | ) |
Income tax and social contribution | | | 56,558 | | | | 446,914 | | | | 226,136 | | | | 18,527 | | | | 63,056 | | | | (79,017 | ) | | | (503,472 | ) | | | — | | | | 228,702 | | | | 197,229 | | | | 63,056 | |
Financial result, net | | | (112,478 | ) | | | 315,346 | | | | 139,883 | | | | 36,648 | | | | 1,272,141 | | | | 376,980 | | | | (202,868 | ) | | | — | | | | 1,825,652 | | | | 402,721 | | | | 1,272,141 | |
Depreciation and amortization | | | 1,536,836 | | | | 482,815 | | | | 379,388 | | | | 59,089 | | | | 892,940 | | | | 12,176 | | | | (2,019,651 | ) | | | — | | | | 1,343,593 | | | | 450,653 | | | | 892,940 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 1,936,972 | | | | 2,248,240 | | | | 1,142,960 | | | | 140,774 | | | | 2,023,937 | | | | 1,138,168 | | | | (4,185,212 | ) | | | (605,764 | ) | | | 3,840,075 | | | | 1,826,945 | | | | 2,023,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
22
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2018 | | | | | | | |
| | Reported segments | | | Reconciliation | | | | | | Additional information | |
Statement of financial position: | | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment elimination | | | Total consolidated | | | Cosan S.A | | | Cosan Logística | |
Cash and cash equivalents | | | 2,461,750 | | | | 1,956,006 | | | | 1,324,258 | | | | 137,376 | | | | 74,546 | | | | 2,487,017 | | | | (4,417,756 | ) | | | — | | | | 4,023,197 | | | | 3,139,142 | | | | 74,546 | |
Marketable securities | | | — | | | | — | | | | 1,106,780 | | | | 7,736 | | | | 2,312,184 | | | | 221,929 | | | | — | | | | — | | | | 3,648,629 | | | | 1,336,244 | | | | 2,312,184 | |
Trade receivables | | | 1,314,209 | | | | 2,715,536 | | | | 800,275 | | | | 488,631 | | | | 385,763 | | | | 8 | | | | (4,029,745 | ) | | | — | | | | 1,674,677 | | | | 1,288,914 | | | | 385,763 | |
Derivative financial instruments | | | 2,410,418 | | | | 731,906 | | | | 372,464 | | | | 38,180 | | | | 782,629 | | | | 1,090,144 | | | | (3,142,324 | ) | | | — | | | | 2,283,417 | | | | 1,421,027 | | | | 782,629 | |
Inventories | | | 3,598,056 | | | | 2,175,682 | | | | 67,347 | | | | 392,786 | | | | 305,570 | | | | 3,886 | | | | (5,773,738 | ) | | | — | | | | 769,589 | | | | 464,020 | | | | 305,570 | |
Other financial assets | | | 396,519 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (396,519 | ) | | | — | | | | — | | | | 400,449 | | | | — | |
Other current assets | | | 3,859,410 | | | | 2,703,348 | | | | 206,760 | | | | 124,937 | | | | 497,092 | | | | 586,661 | | | | (6,562,758 | ) | | | (327,696 | ) | | | 1,087,754 | | | | 632,112 | | | | 497,092 | |
Othernon-current assets | | | 4,333,076 | | | | 3,415,726 | | | | 345,461 | | | | 79,599 | | | | 2,581,319 | | | | 1,123,830 | | | | (7,748,802 | ) | | | (1,491 | ) | | | 4,128,718 | | | | 1,547,397 | | | | 2,581,319 | |
Investments in associates | | | 381,784 | | | | 341,010 | | | | — | | | | 14,831 | | | | 42,613 | | | | 12,126,898 | | | | (722,794 | ) | | | (11,835,253 | ) | | | 349,089 | | | | 306,476 | | | | 42,613 | |
Investments in joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,751,661 | | | | — | | | | — | | | | 7,751,661 | | | | 7,751,661 | | | | — | |
Biological assets | | | 684,565 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (684,565 | ) | | | — | | | | — | | | | — | | | | — | |
Property, plant and equipment | | | 10,893,473 | | | | 2,269,322 | | | | — | | | | 282,314 | | | | 11,904,297 | | | | 135,994 | | | | (13,162,795 | ) | | | — | | | | 12,322,605 | | | | 415,634 | | | | 11,904,297 | |
Intangible assets and goodwill | | | 3,602,906 | | | | 2,067,800 | | | | 8,487,456 | | | | 884,379 | | | | 7,521,352 | | | | 5,393 | | | | (5,670,706 | ) | | | — | | | | 16,898,580 | | | | 9,377,192 | | | | 7,521,352 | |
Loans, borrowings and debentures | | | (13,540,371 | ) | | | (4,585,069 | ) | | | (3,828,973 | ) | | | (774,279 | ) | | | (10,045,582 | ) | | | (7,506,342 | ) | | | 18,125,440 | | | | — | | | | (22,155,176 | ) | | | (10,107,482 | ) | | | (10,045,582 | ) |
Derivative financial instruments | | | (2,176,237 | ) | | | (115,698 | ) | | | — | | | | (418 | ) | | | — | | | | (23,276 | ) | | | 2,291,935 | | | | — | | | | (23,694 | ) | | | (22,627 | ) | | | — | |
Trade payables | | | (3,440,519 | ) | | | (1,296,556 | ) | | | (1,744,850 | ) | | | (490,731 | ) | | | (477,688 | ) | | | (5,792 | ) | | | 4,737,075 | | | | — | | | | (2,719,061 | ) | | | (2,241,172 | ) | | | (477,688 | ) |
Real estate credit certificates | | | — | | | | — | | | | — | | | | — | | | | (14,066 | ) | | | — | | | | — | | | | — | | | | (14,066 | ) | | | — | | | | (14,066 | ) |
Employee benefits payable | | | (398,265 | ) | | | (71,040 | ) | | | (58,479 | ) | | | (32,510 | ) | | | (190,446 | ) | | | (23,684 | ) | | | 469,305 | | | | — | | | | (305,119 | ) | | | (114,438 | ) | | | (190,446 | ) |
Preferred shareholders payable in subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,082,021 | ) | | | — | | | | — | | | | (1,082,021 | ) | | | (1,082,022 | ) | | | — | |
Lease | | | — | | | | — | | | | — | | | | — | | | | (585,639 | ) | | | — | | | | — | | | | — | | | | (585,639 | ) | | | — | | | | (585,639 | ) |
Other current liabilities | | | (2,200,578 | ) | | | (2,277,722 | ) | | | (203,270 | ) | | | (231,522 | ) | | | (768,552 | ) | | | (959,140 | ) | | | 4,478,300 | | | | 329,165 | | | | (1,833,319 | ) | | | (1,074,503 | ) | | | (768,552 | ) |
Othernon-current liabilities | | | (1,358,189 | ) | | | (5,022,765 | ) | | | (1,921,115 | ) | | | (216,627 | ) | | | (6,149,192 | ) | | | (1,578,537 | ) | | | 6,380,954 | | | | 142,713 | | | | (9,722,758 | ) | | | (3,638,133 | ) | | | (6,149,192 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 10,822,007 | | | | 5,007,486 | | | | 4,954,114 | | | | 704,682 | | | | 8,176,200 | | | | 14,354,629 | | | | (15,829,493 | ) | | | (11,692,562 | ) | | | 16,497,063 | | | | 9,799,891 | | | | 8,176,200 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 33,936,166 | | | | 18,376,336 | | | | 12,710,801 | | | | 2,450,769 | | | | 26,407,365 | | | | 25,533,421 | | | | (52,312,502 | ) | | | (12,164,440 | ) | | | 54,937,916 | | | | 28,080,268 | | | | 26,407,365 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributable to owners of the Company | | | 10,780,963 | | | | 4,789,041 | | | | 4,008,263 | | | | 696,946 | | | | 2,255,514 | | | | 14,354,153 | | | | (15,570,004 | ) | | | (15,618,273 | ) | | | 5,696,603 | | | | 8,846,304 | | | | 2,255,514 | |
Non-controlling interests | | | 41,044 | | | | 218,445 | | | | 945,851 | | | | 7,736 | | | | 5,920,686 | | | | 476 | | | | (259,489 | ) | | | 3,925,711 | | | | 10,800,460 | | | | 953,587 | | | | 5,920,686 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 10,822,007 | | | | 5,007,486 | | | | 4,954,114 | | | | 704,682 | | | | 8,176,200 | | | | 14,354,629 | | | | (15,829,493 | ) | | | (11,692,562 | ) | | | 16,497,063 | | | | 9,799,891 | | | | 8,176,200 | |
23
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 | | | 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 | |
24
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Net sales by segment:
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Reported segment | | | | | | | | | | | | | | | | |
Raízen Energia | | | | | | | | | | | | | | | | |
Ethanol | | | 2,055,707 | | | | 6,103,725 | | | | 1,729,109 | | | | 4,874,368 | |
Sugar | | | 1,022,944 | | | | 3,102,638 | | | | 1,643,065 | | | | 4,156,307 | |
Gas | | | 94,335 | | | | 491,126 | | | | — | | | | — | |
Diesel | | | 1,042,233 | | | | 2,164,923 | | | | — | | | | — | |
Cogeneration | | | 1,181,989 | | | | 1,594,923 | | | | 364,848 | | | | 604,623 | |
Other | | | 54,848 | | | | 599,213 | | | | 102,906 | | | | 223,778 | |
| | | | | | | | | | | | | | | | |
| | | 5,452,056 | | | | 14,056,548 | | | | 3,839,928 | | | | 9,859,076 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 21,053,118 | | | | 60,142,694 | | | | 18,452,780 | | | | 53,414,974 | |
| | | | | | | | | | | | | | | | |
| | | 21,053,118 | | | | 60,142,694 | | | | 18,452,780 | | | | 53,414,974 | |
Comgás | | | | | | | | | | | | | | | | |
Industrial | | | 1,219,122 | | | | 3,178,540 | | | | 961,160 | | | | 2,562,361 | |
Residential | | | 291,761 | | | | 720,787 | | | | 255,855 | | | | 635,758 | |
Cogeneration | | | 88,486 | | | | 219,012 | | | | 59,587 | | | | 158,064 | |
Automotive | | | 67,473 | | | | 185,625 | | | | 57,623 | | | | 163,612 | |
Commercial | | | 106,339 | | | | 278,624 | | | | 86,308 | | | | 233,293 | |
Construction revenue | | | 106,781 | | | | 292,451 | | | | 95,996 | | | | 239,110 | |
Other | | | 21,022 | | | | 49,624 | | | | 18,554 | | | | 48,816 | |
| | | | | | | | | | | | | | | | |
| | | 1,900,984 | | | | 4,924,663 | | | | 1,535,083 | | | | 4,041,014 | |
Moove | | | | | | | | | | | | | | | | |
Finished goods | | | 918,263 | | | | 2,302,374 | | | | 391,934 | | | | 1,088,521 | |
Basic oil | | | 86,245 | | | | 236,311 | | | | 76,191 | | | | 211,649 | |
Services | | | 7,009 | | | | 24,077 | | | | 66,194 | | | | 192,311 | |
| | | | | | | | | | | | | | | | |
| | | 1,011,517 | | | | 2,562,762 | | | | 534,319 | | | | 1,492,481 | |
Logistics | | | | | | | | | | | | | | | | |
Northern operations | | | 1,405,529 | | | | 3,669,554 | | | | 1,197,157 | | | | 3,227,690 | |
Southern operations | | | 400,301 | | | | 1,077,646 | | | | 387,921 | | | | 957,973 | |
Container operations | | | 71,281 | | | | 191,140 | | | | 63,832 | | | | 168,564 | |
| | | | | | | | | | | | | | | | |
| | | 1,877,111 | | | | 4,938,340 | | | | 1,648,910 | | | | 4,354,227 | |
Reconciliation | | | | | | | | | | | | | | | | |
Cosan Corporate | | | 408 | | | | 838 | | | | 1,963 | | | | 2,326 | |
| | | | | | | | | | | | | | | | |
Deconsolidated of adjustments/eliminations joint ventures and eliminations | | | (26,516,776 | ) | | | (74,229,507 | ) | | | (22,301,960 | ) | | | (63,298,836 | ) |
| | | | | | | | | | | | | | | | |
Total | | | 4,778,418 | | | | 12,396,338 | | | | 3,711,023 | | | | 9,865,262 | |
| | | | | | | | | | | | | | | | |
25
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
At a point in time | | | | | | | | | | | | | | | | |
Fuels | | | 24,245,393 | | | | 68,902,468 | | | | 20,181,889 | | | | 58,289,342 | |
Sugar | | | 1,022,944 | | | | 3,102,638 | | | | 1,643,065 | | | | 4,156,307 | |
Gas distribution | | | 1,684,695 | | | | 4,363,576 | | | | 1,360,946 | | | | 3,595,024 | |
Lubricants and basic oil | | | 779,535 | | | | 1,922,650 | | | | 468,125 | | | | 1,300,170 | |
Cogeneration | | | 1,270,475 | | | | 1,813,935 | | | | 424,435 | | | | 762,687 | |
Other | | | 301,251 | | | | 1,265,710 | | | | 121,460 | | | | 272,594 | |
| | | | | | | | | | | | | | | | |
| | | 29,304,293 | | | | 81,370,977 | | | | 24,199,920 | | | | 68,376,124 | |
Over time | | | | | | | | | | | | | | | | |
Transportation | | | 1,612,970 | | | | 4,280,105 | | | | 1,364,109 | | | | 3,648,009 | |
Port Elevation | | | 94,727 | | | | 228,206 | | | | 100,331 | | | | 242,828 | |
Construction revenue | | | 106,781 | | | | 292,451 | | | | 95,996 | | | | 239,110 | |
Other services | | | 176,423 | | | | 454,106 | | | | 252,628 | | | | 658,027 | |
| | | | | | | | | | | | | | | | |
| | | 1,990,901 | | | | 5,254,868 | | | | 1,813,063 | | | | 4,787,974 | |
Desconsolidated of adjustments/eliminations joint ventures and eliminations | | | (26,516,776 | ) | | | (74,229,507 | ) | | | (22,301,960 | ) | | | (63,298,836 | ) |
| | | | | | | | | | | | | | | | |
Total of net sales | | | 4,778,418 | | | | 12,396,338 | | | | 3,711,023 | | | | 9,865,262 | |
| | | | | | | | | | | | | | | | |
6 | Cash and cash equivalents |
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Cash and bank deposits | | | 94,611 | | | | 53,525 | |
Savings account | | | 1,184,290 | | | | 2,115,562 | |
Financial investments | | | 2,744,296 | | | | 2,386,090 | |
| | | | | | | | |
| | | 4,023,197 | | | | 4,555,177 | |
| | | | | | | | |
26
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Financial investments are composed as follows:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
|
Investment fund | | | | | | | | |
Repurchase agreements | | | 1,510,924 | | | | 1,474,509 | |
Bank certificate of deposits—CDB | | | 558,948 | | | | 377,605 | |
| | | | | | | | |
| | | 2,069,872 | | | | 1,852,114 | |
Bank investments | | | | | | | | |
Repurchase agreements | | | 9,212 | | | | 153,461 | |
Bank certificate of deposits—CDB | | | 500,767 | | | | 374,651 | |
Other | | | 164,445 | | | | 5,864 | |
| | | | | | | | |
| | | 674,424 | | | | 533,976 | |
| | | | | | | | |
| | | 2,744,296 | | | | 2,386,090 | |
| | | | | | | | |
7 | Marketable securities and Restricted cash |
Marketable securities
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
|
Government security(i) | | | 3,567,795 | | | | 3,640,726 | |
Bank certificate of deposits—CDB | | | 74,558 | | | | 212,617 | |
Repurchase agreements | | | 6,276 | | | | — | |
| | | | | | | | |
| | | 3,648,629 | | | | 3,853,343 | |
| | | | | | | | |
Restricted cash
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Investments linked to loans | | | 31,129 | | | | 93,251 | |
Securities pledged as collateral | | | 82,779 | | | | 132,383 | |
| | | | | | | | |
| | | 113,908 | | | | 225,634 | |
| | | | | | | | |
Non-current | | | 113,908 | | | | 225,634 | |
| | | | | | | | |
(i) | Investments in government securities are carried out through exclusive investment funds. These bonds have Selic-linked remuneration and maturity between one and seven years, when asked to redeem the quotas for conversion into cash by the Company, the fund manager may trade them in an active secondary market with high liquidity and with insignificant risk of change in value. |
27
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Domestic – Brazilian Reais | | | 1,713,784 | | | | 1,388,837 | |
Export – Foreign currency | | | 74,011 | | | | 54,635 | |
Allowance for doubtful accounts | | | (113,118 | ) | | | (121,052 | ) |
| | | | | | | | |
| | | 1,674,677 | | | | 1,322,420 | |
Current | | | 1,625,033 | | | | 1,277,766 | |
| | | | | | | | |
Non-current | | | 49,644 | | | | 44,654 | |
| | | | | | | | |
9 Other current tax receivables
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
ICMS—State VAT | | | 558,155 | | | | 477,160 | |
COFINS—Revenue tax | | | 297,705 | | | | 278,512 | |
ICMS CIAP—State VAT | | | 173,458 | | | | 214,745 | |
PIS—Revenue tax | | | 89,826 | | | | 73,214 | |
Credit installment | | | 39,943 | | | | 38,926 | |
Other | | | 27,617 | | | | 23,673 | |
| | | | | | | | |
| | | 1,186,704 | | | | 1,106,230 | |
Current | | | 400,324 | | | | 327,410 | |
| | | | | | | | |
Non-Current | | | 786,380 | | | | 778,820 | |
| | | | | | | | |
| a) | Receivables from and payables to related parties: |
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Current Asset | | | | | | | | |
Commercial operation | | | | | | | | |
Raízen Energia S.A. | | | 35,796 | | | | 22,283 | |
Aguassanta Participações S.A. | | | — | | | | 17 | |
Raízen Combustíveis S.A. | | | 9,156 | | | | 6,094 | |
Other | | | 360 | | | | 1,665 | |
| | | | | | | | |
| | | 45,312 | | | | 30,059 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Comercial operations | | | | | | | | |
Raízen Combustíveis S.A. | | | 24,967 | | | | 18,086 | |
Receivables under the framework agreement | | | | | | | | |
Janus Brasil Participações S.A | | | — | | | | 30,423 | |
Raízen Energia S.A. (i) | | | 37,290 | | | | 87,969 | |
| | | | | | | | |
| | | 37,290 | | | | 118,392 | |
Financial and corporation operations | | | | | | | | |
Rezende Barbosa | | | 23,144 | | | | 31,444 | |
Other | | | 2,062 | | | | 1,833 | |
| | | | | | | | |
| | | 25,206 | | | | 33,277 | |
| | | | | | | | |
| | | 87,463 | | | | 169,755 | |
| | | | | | | | |
28
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Current liabilities | | | | | | | | |
Corporate operations | | | | | | | | |
Raízen Energia S.A. (i) | | | 235,589 | | | | 198,198 | |
Raízen Combustíveis S.A. (i) | | | 152,833 | | | | 128,189 | |
Other | | | 705 | | | | 1,876 | |
| | | | | | | | |
| | | 389,127 | | | | 328,263 | |
| | | | | | | | |
(i) Receivables from Raízen Energia and Raízen Fuels recorded as noncurrent assets basically represent tax credits that will be returned by these entities to the Company when effectively used and. The balances recorded as current liabilities represent recoveries related to expenses paid by Raízen of the Company’s responsibility and other costs with shared structure, and;
| b) | Related party transactions: |
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Sales of goods and services | | | | | | | | | | | | | | | | |
Raízen Combustíveis S.A | | | 56,364 | | | | 135,727 | | | | 40,777 | | | | 109,553 | |
Raízen Energia S.A. | | | 96,945 | | | | 271,233 | | | | 131,503 | | | | 307,563 | |
| | | | | | | | | | | | | | | | |
| | | 153,309 | | | | 406,960 | | | | 172,280 | | | | 417,116 | |
Purchase of goods / Inputs | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (1,412 | ) | | | (1,599 | ) | | | (866 | ) | | | (1,158 | ) |
Raízen Combustíveis S.A. | | | (326,878 | ) | | | (882,297 | ) | | | (276,155 | ) | | | (718,445 | ) |
| | | | | | | | | | | | | | | | |
| | | (328,290 | ) | | | (883,896 | ) | | | (277,021 | ) | | | (719,603 | ) |
Shared expense | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (18,162 | ) | | | (54,652 | ) | | | (17,170 | ) | | | (55,267 | ) |
| | | | | | | | | | | | | | | | |
| | | (18,162 | ) | | | (54,652 | ) | | | (17,170 | ) | | | (55,267 | ) |
Financial result | | | | | | | | | | | | | | | | |
Usina Santa Luiza | | | (60 | ) | | | (180 | ) | | | (58 | ) | | | (320 | ) |
Raízen Energia S.A. | | | (349 | ) | | | 4,184 | | | | 1,868 | | | | 5,651 | |
Raízen Combustíveis S.A. | | | 1,510 | | | | 1,510 | | | | — | | | | — | |
Other | | | (19 | ) | | | — | | | | (6 | ) | | | (6 | ) |
| | | | | | | | | | | | | | | | |
| | | 1,082 | | | | 5,514 | | | | 1,804 | | | | 5,325 | |
| c) | Officers’ and directors’ compensation |
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Short-term benefits | | | 18,990 | | | | 53,474 | | | | 16,511 | | | | 59,058 | |
Post-employment benefits | | | 135 | | | | 297 | | | | 217 | | | | 678 | |
Other long-term benefits | | | 442 | | | | 512 | | | | 358 | | | | 629 | |
Benefits from termination of employment contract | | | 516 | | | | 1,193 | | | | — | | | | — | |
Share-based payment transactions | | | 3,025 | | | | 16,939 | | | | 16,380 | | | | 22,562 | |
| | | | | | | | | | | | | | | | |
| | | 23,108 | | | | 72,415 | | | | 33,466 | | | | 82,927 | |
| | | | | | | | | | | | | | | | |
29
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
11 | Investments in subsidiares |
| 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. | | | 120,920,492 | | | | 61,359,624 | | | | 50.74 | % | | | 5.00 | % |
Novvi Limited Liability Company | | | 1,011,000 | | | | 202,200 | | | | 20.00 | % | | | 20.00 | % |
Janus Brasil Participações S.A. | | | 156,415,002 | | | | 79,416,452 | | | | 50.77 | % | | | 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 | | | Capital increase | | | September 30, 2018 | | | Interest in earnings (losses) of associates in September 30, 2017 | |
Investments in associates | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tellus Brasil Participações S.A. | | | 98,723 | | | | 2,568 | | | | — | | | | (1,855 | ) | | | — | | | | 99,436 | | | | 3,838 | |
Novvi Limited Liability Company | | | 11,756 | | | | 282 | | | | 2,444 | | | | — | | | | — | | | | 14,482 | | | | (5,606 | ) |
Janus Brasil Participações S.A. | | | 51,426 | | | | 4,500 | | | | — | | | | (2,754 | ) | | | 37,639 | | | | 90,811 | | | | 2,000 | |
Radar Propriedades Agrícolas S.A | | | 57,532 | | | | 932 | | | | 77 | | | | — | | | | — | | | | 58,541 | | | | 1,279 | |
Radar II Propriedades Agrícolas S.A | | | 31,126 | | | | 618 | | | | 17 | | | | (184 | ) | | | — | | | | 31,577 | | | | 926 | |
Usina Santa Luiza S.A | | | 4,389 | | | | (203 | ) | | | — | | | | — | | | | 1,833 | | | | 6,019 | | | | (1,549 | ) |
Other | | | 46,390 | | | | 8,331 | | | | 1,238 | | | | (7,736 | ) | | | — | | | | 48,223 | | | | 6,096 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 301,342 | | | | 17,028 | | | | 3,776 | | | | (12,529 | ) | | | 39,472 | | | | 349,089 | | | | 6,984 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
30
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 | | | | 156,000,696 | | | | 38.24 | % |
Cosan Logística S.A. | | | 463,224,241 | | | | 127,324,097 | | | | 27.49 | % |
Companhia de Gás de São Paulo—Comgás | | | 132,023,251 | | | | 26,243,394 | | | | 19.88 | % |
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 | | | Business combination | | | Other | | | September 30, 2018 | | | Interest in earnings (losses) of associates in September 30, 2017 | |
Cosan S.A. | | | 3,795,050 | | | | 120,364 | | | | (437,661 | ) | | | (78,618 | ) | | | (57,618 | ) | | | (2,674 | ) | | | — | | | | 11,759 | | | | 3,350,602 | | | | 223,468 | |
Cosan Logística S.A. | | | 607,284 | | | | 10,162 | | | | 793 | | | | 1,012 | | | | — | | | | (77 | ) | | | — | | | | 1,166 | | | | 620,340 | | | | (16,833 | ) |
Companhia de Gás de São Paulo—Comgás | | | 850,595 | | | | 84,014 | | | | 12,287 | | | | 235 | | | | — | | | | (1,280 | ) | | | — | | | | — | | | | 945,851 | | | | 147,376 | |
Rumo S.A. | | | 5,732,763 | | | | 98,928 | | | | — | | | | 9,251 | | | | (2,742 | ) | | | (707 | ) | | | — | | | | 3,822 | | | | 5,841,315 | | | | (142,517 | ) |
Logispot Armazéns Agrícolas S.A. | | | 34,588 | | | | (449 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,139 | | | | (684 | ) |
Other | | | 376 | | | | 5,537 | | | | — | | | | — | | | | (4,899 | ) | | | — | | | | 7,199 | | | | — | | | | 8,213 | | | | 6,874 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 11,020,656 | | | | 318,556 | | | | (424,581 | ) | | | (68,120 | ) | | | (65,259 | ) | | | (4,738 | ) | | | 7,199 | | | | 16,747 | | | | 10,800,460 | | | | 217,684 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
31
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 | |
Ordinary shares issued by the joint venture | | | 1,661,418,472 | | | | 7,243,283,198 | | | | | |
Shares held by Cosan | | | 830,709,236 | | | | 3,621,641,599 | | | | | |
Cosan ownership interest | | | 50 | % | | | 50 | % | | | | |
| | | | | | | | | | | | |
Interest in earnings of joint ventures at September 30, 2017 | | | 478,417 | | | | 227,855 | | | | 706,272 | |
January 1, 2018 | | | 3,185,988 | | | | 5,261,811 | | | | 8,447,799 | |
| | | | | | | | | | | | |
Interest in earnings of joint ventures | | | 380,939 | | | | 51,263 | | | | 432,202 | |
Other comprehensive income | | | 87,356 | | | | (210,745 | ) | | | (123,389 | ) |
Interest on capital | | | (63,500 | ) | | | — | | | | (63,500 | ) |
New standards, interpretations and changes adopted by the Company—Note 3.2 | | | (1,258 | ) | | | (82 | ) | | | (1,340 | ) |
Dividends | | | (453,500 | ) | | | (486,611 | ) | | | (940,111 | ) |
| | | | | | | | | | | | |
September 30, 2018 | | | 3,136,025 | | | | 4,615,636 | | | | 7,751,661 | |
| | | | | | | | | | | | |
The statement of financial position and statement of profit or loss of the joint ventures are disclosed in Note 5, Segments.
At September 30, 2018, the Company was in compliance with the covenants of the agreements governing the Joint Ventures.
32
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 | | | 102 | | | | 895 | | | | 13,731 | | | | — | | | | 1,596,823 | | | | 8,030 | | | | 1,619,581 | |
Disposals | | | (3,518 | ) | | | (13,151 | ) | | | (120,610 | ) | | | — | | | | (1,538 | ) | | | (31,845 | ) | | | (170,662 | ) |
Transfers | | | 143,562 | | | | 149,012 | | | | 354,259 | | | | 820,554 | | | | (1,483,753 | ) | | | 30,602 | | | | 14,236 | |
Business combinations(iii) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,699 | | | | 5,699 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | 1,210,241 | | | | 1,011,154 | | | | 6,342,975 | | | | 5,956,670 | | | | 1,097,634 | | | | 353,062 | | | | 15,971,736 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | (297,499 | ) | | | (344,146 | ) | | | (1,245,651 | ) | | | (949,777 | ) | | | — | | | | 15,766 | | | | (2,821,307 | ) |
Additions | | | (37,471 | ) | | | (87,971 | ) | | | (479,265 | ) | | | (343,208 | ) | | | — | | | | (21,364 | ) | | | (969,279 | ) |
Disposals | | | 3,518 | | | | 13,066 | | | | 120,062 | | | | — | | | | — | | | | 26,467 | | | | 163,113 | |
Transfers | | | (1,195 | ) | | | 2,302 | | | | — | | | | — | | | | — | | | | (22,765 | ) | | | (21,658 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | (332,647 | ) | | | (416,749 | ) | | | (1,604,854 | ) | | | (1,292,985 | ) | | | — | | | | (1,896 | ) | | | (3,649,131 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 772,596 | | | | 530,252 | | | | 4,849,944 | | | | 4,186,339 | | | | 986,102 | | | | 356,342 | | | | 11,681,575 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | 877,594 | | | | 594,405 | | | | 4,738,121 | | | | 4,663,685 | | | | 1,097,634 | | | | 351,166 | | | | 12,322,605 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | Leasehold improvements and finance leases included. |
(ii) | On September 30, 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). |
(iii) | Property, plant and equipment acquired on the acquisition of the full control of the company TTA as detailed in Note 01. |
33
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 | | | — | | | | 298,349 | | | | — | | | | — | | | | 56,731 | | | | 35,146 | | | | 390,226 | |
Disposals | | | — | | | | (59,770 | ) | | | — | | | | — | | | | (5,444 | ) | | | (29,574 | ) | | | (94,788 | ) |
Transfers | | | — | | | | 1,592 | | | | — | | | | — | | | | (1,656 | ) | | | 8,782 | | | | 8,718 | |
Business combination(i) | | | (79,466 | ) | | | — | | | | — | | | | — | | | | 136,499 | | | | — | | | | 57,033 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | 772,419 | | | | 17,673,438 | | | | 435,624 | | | | 252,474 | | | | 1,175,517 | | | | 441,302 | | | | 20,750,774 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | — | | | | (2,004,657 | ) | | | (212,616 | ) | | | (205,443 | ) | | | (787,426 | ) | | | (205,833 | ) | | | (3,415,975 | ) |
Additions | | | — | | | | (360,335 | ) | | | (8,805 | ) | | | (17,754 | ) | | | (83,183 | ) | | | (45,482 | ) | | | (515,559 | ) |
Disposals | | | — | | | | 46,070 | | | | — | | | | — | | | | 3,878 | | | | 29,384 | | | | 79,332 | |
Transfers | | | — | | | | (360 | ) | | | — | | | | — | | | | (23 | ) | | | 391 | | | | 8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | — | | | | (2,319,282 | ) | | | (221,421 | ) | | | (223,197 | ) | | | (866,754 | ) | | | (221,540 | ) | | | (3,852,194 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2018 | | | 851,885 | | | | 15,428,610 | | | | 223,008 | | | | 47,031 | | | | 201,961 | | | | 221,115 | | | | 16,973,610 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2018 | | | 772,419 | | | | 15,354,156 | | | | 214,203 | | | | 29,277 | | | | 308,763 | | | | 219,762 | | | | 16,898,580 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | The goodwill of the acquisitions, according to note 1, are composed of: a) Stambridge R$ 31,726; b) TTA R$ 22,924 ; c) Lubrigrupo II R$ 2.383; and d) allocation of the purchase price of R$ 136,499. |
Capitalization of borrowing costs
Capitalized borrowing costs for the period ended September 30, 2018, amounted to R$7,200 (R$ 7,208 for the period ended September 30, 2017). The weighted average interest rate used to capitalize borrowing costs on the balance of concession right, was 8.05% p.a. for the period ended September 30, 2018 (9.02% p.a. for the period ended September 30, 2017).
34
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—% | | | September 30, 2018 | | | December 31, 2017 | |
Gas distribution concession—Comgás(i) | |
| Concession term | | | | 8,213,736 | | | | 8,197,514 | |
Concession rights—Rumo(ii) | |
| Concession term | | | | 7,140,420 | | | | 7,231,096 | |
| | | | | | | | | | | | |
| | | | | | | 15,354,156 | | | | 15,428,610 | |
Operating license for port terminal(iii) | | | 4.00 | | | | 214,203 | | | | 223,008 | |
Trademarks | | | | | | | | | | | | |
Mobil | | | 10.00 | | | | 5,073 | | | | 22,827 | |
Comma | | | — | | | | 24,204 | | | | 24,204 | |
| | | | | | | | | | | | |
| | | | | | | 29,277 | | | | 47,031 | |
Relationship with customers: | | | | | | | | | | | | |
Comgás | | | 20.00 | | | | 159,892 | | | | 174,458 | |
Lubricants | | | 6.00 | | | | 148,871 | | | | 27,503 | |
| | | | | | | | | | | | |
| | | | | | | 308,763 | | | | 201,961 | |
Other | | | | | | | | | | | | |
Software license | | | 20.00 | | | | 166,480 | | | | 167,520 | |
Other | | | | | | | 53,282 | | | | 53,595 | |
| | | | | | | | | | | | |
| | | | | | | 219,762 | | | | 221,115 | |
Total | | | | | | | 16,126,161 | | | | 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.
During the period ended September 30, 2018, no impairment indicators were identified that would require the review of the last test conducted at December 31, 2017.
35
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 September 30, 2018 | | | Annual interest | | | September 30, 2018 | | | December 31, 2017 | | | Maturity | |
Loan and borrowings | | | | | | | | | | | | | | | | | | | | |
BNDES | | | URTJLP | | | | 8.39 | % | | | 1,937,739 | | | | 2,270,055 | | | | Jun-29 | |
| | | Fixed | | | | 5.29 | % | | | 1,113,870 | | | | 1,281,416 | | | | Feb-25 | |
| | | TJ462 | | | | 9.45 | % | | | 358,932 | | | | 485,807 | | | | Oct-20 | |
| | | Selic | | | | 8.32 | % | | | 170,713 | | | | 221,222 | | | | Oct-20 | |
| | | Selic | | | | 8.49 | % | | | 66,377 | | | | 66,794 | | | | Jun-23 | |
| | | TJLP | | | | 8.60 | % | | | 113,919 | | | | 120,573 | | | | Jun-23 | |
| | | Selic | | | | 13.65 | % | | | 3,604 | | | | 4,075 | | | | Sep-20 | |
| | | Fixed | | | | 3.75 | % | | | 2,161 | | | | 2,695 | | | | Jan-24 | |
| | | IPCA | | | | 12.35 | % | | | 3,095 | | | | 2,840 | | | | Nov-21 | |
EIB | | | U.S.$ | | | | 3.88 | % | | | 125,414 | | | | 127,190 | | | | Jun-20 | |
| | | U.S.$ | | | | 2.94 | % | | | 58,613 | | | | 70,611 | | | | Sep-20 | |
| | | U.S.$ + LIBOR | | | | 3.03 | % | | | 145,490 | | | | 138,778 | | | | May-21 | |
| | | U.S.$ + LIBOR | | | | 2.91 | % | | | 136,620 | | | | 149,386 | | | | Sep-21 | |
Foreign loans | | | GBP + Libor | | | | 3.95 | % | | | 375,620 | | | | 312,642 | | | | Dec-22 | |
| | | GBP + Libor | | | | 2.22 | % | | | 184,089 | | | | 157,432 | | | | Nov-19 | |
NCE | | | 112% of CDI | | | | 7.18 | % | | | 30,505 | | | | 59,858 | | | | Dec-18 | |
| | | 126% of CDI | | | | 8.12 | % | | | 504,864 | | | | — | | | | Dec-23 | |
| | | CDI + 3.50% | | | | 10.11 | % | | | 295,669 | | | | 294,968 | | | | Dec-18 | |
| | | 125% of CDI | | | | 8.05 | % | | | 645,631 | | | | 644,766 | | | | Dec-23 | |
Perpetual Notes | | | U.S.$ | | | | 8.25 | % | | | 2,027,183 | | | | 1,674,847 | | | | — | |
Resolution 4131 | | | U.S.$ | | | | 4.79 | % | | | 51,938 | | | | 68,305 | | | | Oct-20 | |
| | | U.S.$ + Libor | | | | 3.45 | % | | | 162,631 | | | | 50,868 | | | | Feb-20 | |
| | | U.S.$ | | | | 2.40 | % | | | — | | | | 415,762 | | | | Mar-18 | |
| | | U.S.$ | | | | 3.67 | % | | | 301,176 | | | | — | | | | May-23 | |
| | | U.S.$ | | | | 4.30 | % | | | 31,596 | | | | — | | | | Nov-19 | |
Senior Notes Due 2018 | | | Fixed | | | | 9.50 | % | | | — | | | | 168,052 | | | | Mar-18 | |
Senior Notes Due 2023 | | | U.S.$ | | | | 5.00 | % | | | 394,938 | | | | 339,665 | | | | Mar-23 | |
Senior Notes Due 2027 | | | U.S.$ | | | | 7.00 | % | | | 2,894,667 | | | | 2,530,443 | | | | Jan-27 | |
Senior Notes Due 2024 | | | U.S.$ | | | | 7.38 | % | | | 3,021,943 | | | | 2,570,622 | | | | Feb-24 | |
Senior Notes Due 2024 | | | U.S.$ | | | | 5.95 | % | | | 2,002,113 | | | | 1,664,850 | | | | Sep-24 | |
Senior Notes Due 2025 | | | U.S.$ | | | | 5.88 | % | | | 1,959,098 | | | | — | | | | Jan-25 | |
FINEP | | | Fixed | | | | 5.00 | % | | | 93,225 | | | | 93,058 | | | | Nov-22 | |
Trade banks | | | CDI + 4.91% p.a. | | | | 12.14 | % | | | — | | | | 98,117 | | | | Jun-18 | |
| | | Fixed U.S.$ | | | | 5.33 | % | | | 16,016 | | | | 95,040 | | | | Jun-19 | |
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 | | | | 7.73 | % | | | 30,267 | | | | 21,221 | | | | Aug-20 | |
| | | 120.85% of CDI | | | | 7.77 | % | | | — | | | | 10,440 | | | | Sep-18 | |
| | | 120.75% of CDI | | | | 7.77 | % | | | — | | | | 20,879 | | | | Sep-18 | |
| | | 125% of CDI | | | | 8.05 | % | | | 5,015 | | | | — | | | | Dec-18 | |
| | | 122% of CDI | | | | 7.85 | % | | | 15,117 | | | | — | | | | Feb-19 | |
Bank overdrafts | | | 125.5% of CDI | | | | 8.08 | % | | | — | | | | 94 | | | | Feb-19 | |
Prepayment | | | U.S.$+Libor | | | | 3.70 | % | | | 12,220 | | | | 10,039 | | | | Apr-19 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 19,292,068 | | | | 16,926,028 | | | | | |
36
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | |
| | Interest | | | | | | | | | | |
Description(i) | | Index at September 30, 2018 | | | Annual interest | | | September 30, 2018 | | | December 31, 2017 | | | Maturity | |
Debentures | | | | | | | | | | | | | | | | | | | | |
Non-convertible debentures | | | CDI + 2.05% p.a. | | | | 8.57% | | | | — | | | | 152,573 | | | | — | |
| | | CDI + 3.50% p.a. | | | | 10.11% | | | | — | | | | 1,359,125 | | | | — | |
| | | IGPM + 6,10% | | | | 16.38% | | | | 229,680 | | | | — | | | | May-28 | |
| | | IPCA + 5.10% | | | | 9.40% | | | | — | | | | 363,894 | | | | — | |
| | | IPCA + 5.57% | | | | 10.11% | | | | 199,195 | | | | 197,923 | | | | Sep-20 | |
| | | IPCA + 7.14% | | | | 11.75% | | | | 320,132 | | | | 293,312 | | | | Dec-20 | |
| | | IPCA + 7.48% | | | | 12.10% | | | | 288,493 | | | | 263,701 | | | | Dec-22 | |
| | | IPCA + 7.36% | | | | 11.98% | | | | 95,017 | | | | 86,927 | | | | Dec-25 | |
| | | IPCA + 5.87% | | | | 10.42% | | | | 751,968 | | | | 726,827 | | | | Dec-23 | |
| | | IPCA + 4.33% | | | | 8.82% | | | | 424,546 | | | | 396,328 | | | | Oct-24 | |
| | | 108 % of CDI | | | | 6.92% | | | | — | | | | 171,515 | | | | — | |
| | | Fixed | | | | 13.13% | | | | — | | | | 163,750 | | | | — | |
| | | 128 % of CDI | | | | 8.25% | | | | 511,388 | | | | 499,576 | | | | Dec-25 | |
| | | CDI + 0.90% | | | | 7.35% | | | | 42,689 | | | | 87,467 | | | | Sep-19 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 2,863,108 | | | | 4,762,918 | | | | | |
Total | | | | | | | | | | | 22,155,176 | | | | 21,688,946 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 2,046,866 | | | | 3,903,392 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 20,108,310 | | | | 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:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Reais (R$) | | | 8,253,811 | | | | 11,312,466 | |
Dollar (U.S.$)(i) | | | 13,341,656 | | | | 9,906,406 | |
Pound (GBP) | | | 559,709 | | | | 470,074 | |
| | | | | | | | |
| | | 22,155,176 | | | | 21,688,946 | |
| | | | | | | | |
(i) | At September 30, 2018, all dated debts denominated in U.S. Dollars, in the subsidiaries, have currency risk protection through derivatives (Note 28). |
Below are the movements that occurred for the period ended September 30, 2018.
| | | | |
At January 1, 2018 | | | 21,688,946 | |
| | | | |
Raised | | | 2,750,267 | |
Amortization of principal | | | (4,685,398 | ) |
Payment of interest | | | (1,186,695 | ) |
Interest, exchange rate and fair value | | | 3,588,056 | |
| | | | |
At September 30, 2018 | | | 22,155,176 | |
| | | | |
37
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Resolution 4,131
On March 9, 2018, CLE, a wholly-owned subsidiary of the Company, obtained a loan from Bank of America Merril Lynch in the amount of U.S.$ 20,000 thousands with maturity on February 20, 2020 and interest at libor + 1.00% p.a.
On May 29, 2018, Comgás, a wholly-owned subsidiary of the Company, obtained a loan from Scotiabank in the amount US$ 75,000 thousands with maturity on May 30, 2023 andpre-fixed interest at 3.67% p.a.
On August 08, 2018, Biomassa, a wholly-owned subsidiary of the Company, obtained a loan from Santander in the amount US$ 7,760 thousands with maturity on August,10, 2020 andpre-fixed interest at 4.30% p.a.
Working Capital
On August 13, 2018, Cosan Biomassa, the Company’s subsidiary, extended, for August 5, 2020, the maturity date of its loan agreement with Banco Santander in the amount of R$ 30,000. The interest rate is floating and linked to the CDI rate.
On September 13, 2018, Cosan Biomassa, the Company’s subsidiary, extended, for December 12, 2018, the maturity date of its loan agreement with Banco ABC in the amount of R$ 5,000. The interest rate is floating and linked to the CDI rate.
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.
On May, 9, 2018, Cosan Biomassa, a wholly-owned subsidiary of the Company, loan contract added with Banco Santander in the amount R$ 20,000 that delay the maturity to July, 17, 2018. The interest rate is floating and fixed 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.
On May 7, 2018, the operations required for the placement of Senior Notes 2025 issued in January 2018 by the Rumo Lux subsidiary were approved and ratified, and (i) the issuance of the NCE through the transfer of foreign funds by the subsidiary Rumo Malha Norte, in Itaú Unibanco SA (“Itaú”), in the amount of up to US$ 500,000 thousand, with a maturity of 07 years, observing the usual early maturity events in capital market operations, as described in the NCE, and remuneration interest equivalent to a certain percentage , which should not exceed the maximum percentage of 5.875% per year, which consists of transfer of funds from a linked note in accordance with Resolution 2,921 of the National Monetary Council of January 17, 2002 obtained by Itaú with Rumo Lux—the amount of the principal of NCE will be fully amortized on the respective maturity date and the interest will be paid semiannually, from the date of payment of the NCE , as well as (ii) the contracting of hedges related to this operation, including anon-deliverable forward transaction.
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.
Debentures
On May, 15, 2018, the subsidiary Comgás, issued 7th debentures. Resources were captured in a single series, in the amount R$ 215.000, corrected annuallyIGP-M, interest rate 6.10% p.a and maturity in May, 15, 2028.
On September 17, 2018, the subsidiary Comgás paid interest and principal on the 3th Issue of Debentures. The Debentures of the 2th series of the 3th issue (GASP23) are no longer traded due to their maturity.
38
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Available credit line
As of September 30, 2018, the subsidiary Rumo had available credit lines from BNDES, which were not used, in the total amount of R$ 21,325 (R$ 94,220 on December 31, 2017).
As of September 30, 2018, the subsidiary Cosan S.A. had available credit lines, which were not used, in the total amount of R$ 200,458. (R$ 288,000 on December 31, 2017).
As of September 30, 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 September 30, 2018, the Company was in compliance with all debt financial covenants.
39
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Finance lease liabilities
Finance lease liabilities are payable as follows:
| | | | | | | | | | | | | | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
| | Less than one year | | | Between one and five years | | | More than five years | | | Total | | | Total | |
Future value of minimum payments lease payments | | | 183,975 | | | | 453,363 | | | | 191,705 | | | | 829,043 | | | | 1,250,860 | |
Rolling stock | | | 157,087 | | | | 375,934 | | | | 121,601 | | | | 654,622 | | | | 1,060,759 | |
Terminal | | | 23,984 | | | | 76,155 | | | | 70,104 | | | | 170,243 | | | | 184,484 | |
Other | | | 2,904 | | | | 1,274 | | | | — | | | | 4,178 | | | | 5,617 | |
Interests | | | (62,274 | ) | | | (144,984 | ) | | | (36,146 | ) | | | (243,404 | ) | | | (306,722 | ) |
Rolling stock | | | (49,595 | ) | | | (112,396 | ) | | | (23,416 | ) | | | (185,407 | ) | | | (241,509 | ) |
Terminal | | | (12,370 | ) | | | (32,507 | ) | | | (12,730 | ) | | | (57,607 | ) | | | (64,528 | ) |
Other | | | (309 | ) | | | (81 | ) | | | — | | | | (390 | ) | | | (685 | ) |
| | | | | | | | | | | | | | | | | | | | |
Present value of minimum lease payments | | | 121,701 | | | | 308,379 | | | | 155,559 | | | | 585,639 | | | | 944,138 | |
| | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | 121,701 | | | | 261,344 | |
| | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | | | | | 463,938 | | | | 682,794 | |
| | | | | | | | | | | | | | | | | | | | |
Below are the movements that occurred for the period ended September 30, 2018.
| | | | |
At January 1, 2018 | | | 944,138 | |
| | | | |
Interest, exchange rate and fair value | | | 124,301 | |
Amortization of principal | | | (352,506 | ) |
Payment of interest | | | (130,294 | ) |
| | | | |
At September 30, 2018 | | | 585,639 | |
| | | | |
40
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Operating leases
At September 30, 2018, the future minimum lease payments undernon-cancellable leases are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | September 30, 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 | | | | 668 | | | | — | | | | 1,233 | | | | 1,695 | |
Rail cars | | | 7,542 | | | | 25,636 | | | | 2,165 | | | | 35,343 | | | | 38,449 | |
Other | | | 2,810 | | | | 8,438 | | | | 3,803 | | | | 15,051 | | | | 16,058 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 10,917 | | | | 34,742 | | | | 5,968 | | | | 51,627 | | | | 56,202 | |
The leases are recognized as expenses on a straight-line basis over the life of the respective agreement.
| | | | | | | | | | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
| | Leases | | | Concessions | | | Total | | | Total | |
Payables | | | | | | | | | | | | | | | | |
Rumo Malha Sul | | | 33,831 | | | | 30,260 | | | | 64,091 | | | | 65,550 | |
Rumo Malha Paulista | | | — | | | | 20,193 | | | | 20,193 | | | | 48,139 | |
| | | | | | | | | | | | | | | | |
| | | 33,831 | | | | 50,453 | | | | 84,284 | | | | 113,689 | |
Court Discussion | | | | | | | | | | | | | | | | |
Rumo Malha Paulista | | | 1,682,559 | | | | — | | | | 1,682,559 | | | | 1,535,470 | |
Rumo Malha Oeste | | | 1,295,540 | | | | 80,174 | | | | 1,375,714 | | | | 1,284,175 | |
| | | | | | | | | | | | | | | | |
| | | 2,978,099 | | | | 80,174 | | | | 3,058,273 | | | | 2,819,645 | |
| | | | | | | | | | | | | | | | |
Total | | | 3,011,930 | | | | 130,627 | | | | 3,142,557 | | | | 2,933,334 | |
| | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 29,385 | | | | 27,413 | |
| | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 3,113,172 | | | | 2,905,921 | |
| | | | | | | | | | | | | | | | |
Judicial deposits at September 30, 2018 concerning the above claims totaled:
| | | | | | | | |
| | September 30, 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 “Civil, regulatory and environmental” group, as described in note 21.
41
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Natural gas suppliers | | | 1,893,094 | | | | 1,563,930 | |
Materials and service suppliers | | | 1,101,183 | | | | 1,162,496 | |
Fuels and lubricants suppliers | | | 13,438 | | | | 1,814 | |
Judicial deposits(i) | | | (294,976 | ) | | | (294,976 | ) |
Other | | | 6,322 | | | | 731 | |
| | | | | | | | |
| | | 2,719,061 | | | | 2,433,995 | |
| | | | | | | | |
(i) | There are ongoing proceeding between Comgás and its gas supplier. The gas supplier is charging different prices comparing to the gas supply market. At September 30, 2018, the balance of the judicial discussion is R$ 1,165,745 (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$ 876,490 (R$ 859,627 on December 31, 2017). |
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Tax amnesty and refinancing program—Refis | | | 218,376 | | | | 229,745 | |
ICMS – State VAT | | | 155,787 | | | | 121,550 | |
COFINS—Revenue tax | | | 73,412 | | | | 146,641 | |
PIS—Revenue tax | | | 9,565 | | | | 31,563 | |
INSS—Social security | | | 5,577 | | | | 7,697 | |
ISS—Services tax | | | 4,666 | | | | 4,494 | |
IOF—Financial tax | | | 1,345 | | | | 2,224 | |
Other | | | 7,508 | | | | 36,601 | |
| | | | | | | | |
| | | 476,236 | | | | 580,515 | |
Current | | | 320,757 | | | | 418,878 | |
| | | | | | | | |
Non-Current | | | 155,479 | | | | 161,637 | |
| | | | | | | | |
42
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
20 | Income tax and social contribution |
| a) | Reconciliation of income and social contribution tax expenses: |
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Profit before taxes | | | 391,586 | | | | 696,940 | | | | 696,719 | | | | 670,830 | |
Income tax and social contribution at nominal rate (34%) | | | (133,139 | ) | | | (236,960 | ) | | | (236,884 | ) | | | (228,082 | ) |
Adjustments to reconcile nominal and effective tax rate | | | | | | | | | | | | | | | | |
Interest in earnings of investees(non-taxable income) | | | 29,063 | | | | 152,738 | | | | 141,384 | | | | 242,507 | |
Differences in tax rates on earnings / losses of overseas companies | | | 2,288 | | | | 1,689 | | | | (19,911 | ) | | | (64,819 | ) |
Granted income tax incentive | | | 11,287 | | | | — | | | | 31,347 | | | | 46,312 | |
Share-based payment transactions | | | (1,017 | ) | | | (2,940 | ) | | | (1,001 | ) | | | (2,936 | ) |
Interest on shareholders’ equity | | | (8,160 | ) | | | (21,590 | ) | | | (2,873 | ) | | | (17,153 | ) |
Non-deductible expenses (donations, gifts, etc.) | | | 3,230 | | | | (1,416 | ) | | | (28,938 | ) | | | (37,339 | ) |
Tax losses not recorded(i) | | | (21,758 | ) | | | (89,141 | ) | | | (35,520 | ) | | | (163,283 | ) |
Goodwill amortization effect | | | 463 | | | | 1,390 | | | | — | | | | — | |
Tax effects of discounts granted—PERT | | | — | | | | 110 | | | | — | | | | — | |
Other | | | 14,076 | | | | 9,719 | | | | 3,503 | | | | (3,909 | ) |
| | | | | | | | | | | | | | | | |
Income tax and social contribution (expense)—current and deferred | | | (103,667 | ) | | | (186,401 | ) | | | (148,893 | ) | | | (228,702 | ) |
| | | | | | | | | | | | | | | | |
Effective rate—% | | | 26.47 | | | | 26.75 | | | | 21.37 | | | | 34.09 | |
| | | | | | | | | | | | | | | | |
(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. |
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: |
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Assets credit of: | | | | | | | | |
Income tax loss carry forwards | | | 2,225,071 | | | | 2,112,707 | |
Social contribution tax loss carry forwards | | | 814,182 | | | | 772,304 | |
Temporary differences | | | | | | | | |
Foreign exchange—Loans and borrowings | | | 874,398 | | | | 548,568 | |
Legal proceedings provision | | | 406,481 | | | | 365,997 | |
Tax deductible goodwill | | | — | | | | 56,276 | |
Impairment provision | | | 226,400 | | | | 250,236 | |
Provisions for employee benefits | | | 157,259 | | | | 153,434 | |
Allowance for doubtful accounts | | | 32,096 | | | | 25,991 | |
Regulatory asset (liability) | | | 61,027 | | | | 65,318 | |
Impairment of tax credit | | | 64,271 | | | | 61,324 | |
Share-based payment transactions | | | 2,875 | | | | 1,602 | |
Profit sharing | | | 32,342 | | | | 40,195 | |
Interest on preferred shareholders payable in subsidiaries | | | 168,511 | | | | 218,599 | |
Property, plant, equipment and intangible—useful life review | | | 248,327 | | | | 160,490 | |
Contract disputes | | | 88,552 | | | | 86,482 | |
Provisions | | | 211,173 | | | | 339,627 | |
Other | | | 56,128 | | | | (23,451 | ) |
| | | | | | | | |
Total | | | 5,669,093 | | | | 5,235,699 | |
(-) Deferred taxes assets not recognized | | | (2,047,576 | ) | | | (1,961,325 | ) |
Liabilities credit of: | | | | | | | | |
Temporary differences | | | | | | | | |
Business combination—Property, plant and equipment | | | 76,996 | | | | 110,149 | |
Tax deductible goodwill | | | (370,698 | ) | | | (351,262 | ) |
Lease | | | (199,528 | ) | | | (277,091 | ) |
Concession contract | | | (7,229 | ) | | | (8,681 | ) |
Unrealized (loss) gains on derivatives instruments(i) | | | (638,863 | ) | | | (115,503 | ) |
Fair value option in loans | | | 5,178 | | | | 23,855 | |
Income on formation of joint ventures | | | (1,135,036 | ) | | | (1,135,036 | ) |
Business combination—Intangible asset | | | (3,736,344 | ) | | | (3,741,525 | ) |
Other | | | 4,341 | | | | (45,510 | ) |
| | | | | | | | |
Total | | | (6,001,183 | ) | | | (5,540,604 | ) |
| | | | | | | | |
| | | | | | | | |
Total of deferred taxes recorded | | | (2,379,666 | ) | | | (2,266,230 | ) |
| | | | | | | | |
| | | | | | | | |
Deferred income tax—Assets | | | 1,545,518 | | | | 1,636,080 | |
| | | | | | | | |
Deferred income tax—Liabilities | | | (3,925,184 | ) | | | (3,902,310 | ) |
| | | | | | | | |
(i) | The subsidiary Comgás changed the regime for the taxation of foreign exchange variation of the loans and financing from cash basis to accrual accounting for fiscal year 2018, therefore the deferred taxes on gains of income not realized with derivatives, started to be presented as deferred tax liability. Previously they were offset by the losses of the exchange variation of loans and financing. |
44
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| c) | Changes in deferred income taxes, net: |
| | | | |
At January 1, 2018 | | | (2,266,230 | ) |
| | | | |
Recorded through income | | | (93,291 | ) |
Tax loss carryforwards used to settle other tax installments | | | 2,103 | |
Tax effects of discounts granted —PERT | | | (4,217 | ) |
Business combinations | | | (24,164 | ) |
Adoption of IFRS 9 | | | 3,584 | |
Other(i) | | | 2,549 | |
| | | | |
At September 30, 2018 | | | (2,379,666 | ) |
| | | | |
(i) | Exchange variation effect due to the conversion of offshore investments. |
21 | Provision for legal proceedings |
| | | | | | | | | | | | | | | | |
| | Provision for legal proceedings | | | Judicial deposits | |
| | September 30, 2018 | | | December 31, 2017 | | | September 30, 2018 | | | December 31, 2017 | |
Tax | | | 524,494 | | | | 501,247 | | | | 440,912 | | | | 371,703 | |
Civil, regulatory and environmental | | | 391,913 | | | | 375,561 | | | | 195,842 | | | | 196,025 | |
Labor | | | 473,409 | | | | 471,349 | | | | 212,382 | | | | 198,379 | |
| | | | | | | | | | | | | | | | |
| | | 1,389,816 | | | | 1,348,157 | | | | 849,136 | | | | 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 | | | 9,131 | | | | 38,074 | | | | 73,035 | | | | 120,240 | |
Disposal / Reversals | | | (20,238 | ) | | | (48,268 | ) | | | (95,549 | ) | | | (164,055 | ) |
Transfers | | | 7,178 | | | | (7,178 | ) | | | — | | | | — | |
Indexation and interest charges(i) | | | 27,176 | | | | 33,724 | | | | 24,574 | | | | 85,474 | |
| | | | | | | | | | | | | | | | |
September 30, 2018 | | | 524,494 | | | | 391,913 | | | | 473,409 | | | | 1,389,816 | |
| | | | | | | | | | | | | | | | |
(i) | Includes interest reversal. |
The Company’s debts with legal proceedings are secured by assets, cash deposit, bank guarantee or insurance guarantee.
45
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Tax claims
| a) | Judicial claims deemed to be probable losses, fully accrued |
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Compensation with FINSOCIAL | | | 285,315 | | | | 280,158 | |
State VAT—ICMS credits | | | 94,932 | | | | 99,423 | |
INSS—Social security | | | 66,937 | | | | 65,149 | |
PIS and COFINS | | | 143 | | | | 2,051 | |
Federal income taxes | | | 1,711 | | | | 1,521 | |
IPI—Excise tax credit—NT(i) | | | 28,722 | | | | 678 | |
Other | | | 46,734 | | | | 52,267 | |
| | | | | | | | |
| | | 524,494 | | | | 501,247 | |
| | | | | | | | |
(i) | In September 2018, provisions for lawsuits related to IPI Seletividade were registered in the amount of R $ 24,769, due to a decision of the Federal Supreme Court (“STF”) unfavorable to the taxpayer with general repercussions.. |
| b) | Judicial claims deemed as possible losses, and therefore not accrued |
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
ICMS—State VAT | | | 2,668,459 | | | | 2,652,709 | |
Federal income taxes | | | 2,704,189 | | | | 2,766,174 | |
IRRF—Withholding tax | | | 939,663 | | | | 914,545 | |
PIS and COFINS—Revenue taxes | | | 875,063 | | | | 838,343 | |
INSS—Social security and other | | | 611,802 | | | | 556,252 | |
Goodwill Rumo | | | 525,575 | | | | 512,120 | |
IPI—Excise tax credit—NT | | | 472,996 | | | | 523,121 | |
Penalties related to tax positions | | | 444,319 | | | | 429,249 | |
MP 470—Tax installments | | | 296,111 | | | | 290,389 | |
Foreign financial operation | | | 287,882 | | | | 280,414 | |
Compensation with IPI—IN 67/98 | | | 134,076 | | | | 132,270 | |
Stock option | | | 67,463 | | | | 65,776 | |
Financial transactions tax on loan | | | 52,286 | | | | 51,330 | |
Social security contributions | | | 4,087 | | | | 45,985 | |
Compensation credit award | | | 42,698 | | | | 41,350 | |
Other | | | 878,815 | | | | 902,698 | |
| | | | | | | | |
| | | 11,005,484 | | | | 11,002,725 | |
| | | | | | | | |
46
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
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. |
| 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:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Civil | | | 3,211,426 | | | | 2,865,572 | |
Labor | | | 994,941 | | | | 1,061,910 | |
Regulatory | | | 674,837 | | | | 606,133 | |
Environmental | | | 429,400 | | | | 378,462 | |
| | | | | | | | |
| | | 5,310,604 | | | | 4,912,077 | |
| | | | | | | | |
On July 25, 2018, the Company was aware of the filing of an administrative inquiry with CADE for the determination of representation filed by Agrovia. The Company refutes the arguments presented by it and emphasizes that most of the facts have already been analyzed and rejected by the body itself in another administrative proceeding. The Company assesses as possible the risk that an administrative proceeding will be created and will incur loss in this process. Due to the initial stage of the topic, it is not possible to estimate the value at risk.
47
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
At September 30, 2018, Cosan Limited’s share capital is composed of the following:
| | | | | | | | | | | | | | | | |
Shareholders—Common shares | | Class A and / or BDRs | | | % | | | Class B1 shares | | | % | |
Controlling Group(i) | | | 19,514,418 | | | | 11.19 | | | | 96,332,044 | | | | 100.00 | |
Renaissance Technologies LLC | | | 6,288,299 | | | | 3.61 | | | | — | | | | — | |
M&G Investment Management Limited | | | 7,335,954 | | | | 4.21 | | | | — | | | | — | |
Eastspring Investments (Singapore) Limited | | | 3,842,457 | | | | 2.20 | | | | — | | | | — | |
Free Float | | | 111,362,540 | | | | 63.87 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 148,343,668 | | | | 85.08 | | | | 96,332,044 | | | | 100.00 | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 26,011,673 | | | | 14.92 | | | | — | | | | — | |
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 26,011,673 Class A treasury shares as of September 30, 2018 (27,488,204 December 31, 2017) with a market value of U.S.$ 6.73 per share as of September 30, 2018 (U.S.$ 9.70 per share as of December 31, 2017).
In the period ended September 30, 2018, the amount of 1,476,531 treasury shares were delivered to the beneficiaries of the Stock-Grant Plan – Equity-settled – Cosan Limited.
48
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| c) | Other comprehensive (loss) income |
| | | | | | | | | | | | |
| | December 31, 2017 | | | Comprehensive (loss) income | | | September 30, 2018 | |
Foreign currency translation effects | | | (372,343 | ) | | | (275,943 | ) | | | (648,286 | ) |
Gain (loss) on cash flow hedge in joint ventures and subsidiaries | | | 14,610 | | | | (112,937 | ) | | | (98,327 | ) |
Actuarial loss on defined benefit plan | | | (44,937 | ) | | | (1,042 | ) | | | (45,979 | ) |
Gain on share subscription of a subsidiary | | | 15,000 | | | | — | | | | 15,000 | |
Changes in fair value of available for sale securities | | | 841 | | | | 95 | | | | 936 | |
| | | | | | | | | | | | |
Total | | | (386,829 | ) | | | (389,827 | ) | | | (776,656 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (394,212 | ) | | | (321,707 | ) | | | (715,919 | ) |
Non-controlling interests | | | 7,383 | | | | (68,120 | ) | | | (60,737 | ) |
| | December 31, 2016 | | | Comprehensive (loss) income | | | September 30, 2017 | |
Foreign currency translation effects | | | (322,258 | ) | | | 3,811 | | | | (318,447 | ) |
(Loss) gain on cash flow hedge in joint ventures and subsidiaries | | | (190,001 | ) | | | 272,136 | | | | 82,135 | |
Actuarial loss on defined benefit plan | | | (29,017 | ) | | | — | | | | (29,017 | ) |
Gain on share subscription of subsidiary | | | 6,000 | | | | 9,000 | | | | 15,000 | |
Changes in fair value of available for sale securities | | | (2,618 | ) | | | 3,371 | | | | 753 | |
| | | | | | | | | | | | |
Total | | | (537,894 | ) | | | 288,318 | | | | (249,576 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (480,454 | ) | | | 182,946 | | | | (297,508 | ) |
Non-controlling interests | | | (57,440 | ) | | | 105,372 | | | | 47,932 | |
49
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
The following table sets forth the calculation of earnings per share (in thousands of Brazilian Reais, except per share amounts):
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Profit (loss) attributable from continued operation to ordinary equity holders for basic earnings | | | 62,997 | | | | 191,983 | | | | 248,110 | | | | 224,444 | |
Effect of dilution: | | | | | | | | | | | | | | | | |
Dilutive effect of subsidiary’s stock option plan | | | (295 | ) | | | (675 | ) | | | (1,748 | ) | | | (2,239 | ) |
Dilutive effect of put option | | | — | | | | — | | | | (15,601 | ) | | | (15,601 | ) |
Share repurchase plan | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Profit (loss) from continued operation attributable to ordinary equity holders adjusted for the effect of dilution | | | 62,702 | | | | 191,308 | | | | 230,761 | | | | 206,604 | |
| | | | | | | | | | | | | | | | |
Basic number of shares outstanding—In thousands of shares | | | 244,676 | | | | 243,859 | | | | 264,869 | | | | 264,750 | |
Effect of dilution: | | | | | | | | | | | | | | | | |
Dilutive effect of stock option plan | | | 9,451 | | | | 10,267 | | | | 13,342 | | | | 13,470 | |
| | | | | | | | | | | | | | | | |
Diluted number of shares outstanding—In thousands of shares | | | 254,127 | | | | 254,126 | | | | 278,211 | | | | 278,220 | |
| | | | | | | | | | | | | | | | |
Basic earnings (losses) per share from: | | | | | | | | | | | | | | | | |
Continuing operations | | | R$ 0.2575 | | | | R$ 0.7873 | | | | R$ 0.9367 | | | | R$ 0.8478 | |
Diluted earnings (losses) per share from: | | | | | | | | | | | | | | | | |
Continuing operations | | | R$ 0.2467 | | | | R$ 0.7528 | | | | R$ 0.8294 | | | | R$ 0.7426 | |
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 nine month period ended at September 30, 2018, 3,264 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 nine month period ended at September 30, 2018, 656,000 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.
50
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Gross revenue from sales of products and services | | | 5,576,195 | | | | 14,536,331 | | | | 4,341,120 | | | | 11,534,192 | |
Construction revenue | | | 106,781 | | | | 292,451 | | | | 95,996 | | | | 239,110 | |
Indirect taxes and deductions(i) | | | (904,559 | ) | | | (2,432,446 | ) | | | (726,093 | ) | | | (1,908,040 | ) |
| | | | | | | | | | | | | | | | |
Net sales | | | 4,778,417 | | | | 12,396,336 | | | | 3,711,023 | | | | 9,865,262 | |
| | | | | | | | | | | | | | | | |
(i) | On April 1, 2017, the effective tax rate ICMS – State tax on gas sales was changed from 12% to 15%. |
25 | Costs and expenses by nature |
The expenses are presented in the statement of profit and loss by function. The reconciliation of income by nature/purpose are as follows:
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Raw materials and consumables used | | | (1,883,558 | ) | | | (4,680,160 | ) | | | (1,127,811 | ) | | | (2,966,049 | ) |
Employee benefit expense | | | (367,883 | ) | | | (1,023,917 | ) | | | (303,124 | ) | | | (884,698 | ) |
Transportation expenses | | | (687,376 | ) | | | (1,787,779 | ) | | | (566,749 | ) | | | (1,560,214 | ) |
Expenses with third-party services | | | (146,338 | ) | | | (427,414 | ) | | | (146,741 | ) | | | (408,157 | ) |
Depreciation and amortization | | | (488,972 | ) | | | (1,460,062 | ) | | | (435,441 | ) | | | (1,299,375 | ) |
Construction cost—IFRIC 12 | | | (106,781 | ) | | | (292,451 | ) | | | (95,996 | ) | | | (239,110 | ) |
Selling expenses | | | (7,017 | ) | | | (18,267 | ) | | | (28,888 | ) | | | (76,603 | ) |
Leases and concessions expenses | | | (54,088 | ) | | | (160,852 | ) | | | (50,102 | ) | | | (149,303 | ) |
Leases expenses | | | (3,273 | ) | | | (10,653 | ) | | | (752 | ) | | | (2,047 | ) |
Other | | | (158,654 | ) | | | (410,668 | ) | | | (121,248 | ) | | | (402,211 | ) |
| | | | | | | | | | | | | | | | |
| | | (3,903,940 | ) | | | (10,272,223 | ) | | | (2,876,852 | ) | | | (7,987,767 | ) |
Cost of sales | | | (3,406,199 | ) | | | (8,832,176 | ) | | | (2,405,635 | ) | | | (6,567,249 | ) |
Selling | | | (255,186 | ) | | | (747,787 | ) | | | (255,269 | ) | | | (794,287 | ) |
General and administrative | | | (242,555 | ) | | | (692,260 | ) | | | (215,948 | ) | | | (626,231 | ) |
| | | | | | | | | | | | | | | | |
| | | (3,903,940 | ) | | | (10,272,223 | ) | | | (2,876,852 | ) | | | (7,987,767 | ) |
26 | Other income (expenses), net |
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Income from sale of scrap / eventual income | | | 11,002 | | | | 36,327 | | | | 9,097 | | | | 29,267 | |
Insurance reimbursement income | | | — | | | | 5,345 | | | | 12,745 | | | | 13,926 | |
Rental income | | | — | | | | — | | | | 959 | | | | 1,620 | |
Loss on disposal ofnon-current assets and intangibles | | | (2,276 | ) | | | (3,170 | ) | | | (12,034 | ) | | | (23,735 | ) |
Net effect of legal proceeding, recoverable and tax amnesty and refinancing program | | | (30,953 | ) | | | (88,408 | ) | | | (28,464 | ) | | | (89,369 | ) |
Other | | | (22,479 | ) | | | (38,320 | ) | | | (12,813 | ) | | | (25,978 | ) |
| | | | | | | | | | | | | | | | |
| | | (44,706 | ) | | | (88,226 | ) | | | (30,510 | ) | | | (94,269 | ) |
| | | | | | | | | | | | | | | | |
51
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | | | July 1, 2017 to September 30, 2017 | | | January 1, 2017 to September 30, 2017 | |
Cost of gross debt | | | | | | | | | | | | | | | | |
Interest on debt | | | (394,151 | ) | | | (1,240,954 | ) | | | (472,477 | ) | | | (1,402,021 | ) |
Monetary and exchange rate variation | | | (400,301 | ) | | | (1,806,720 | ) | | | 303,348 | | | | 100,434 | |
Derivatives and fair value measurement | | | 387,076 | | | | 1,609,017 | | | | (222,542 | ) | | | (180,104 | ) |
Amortization of borrowing costs | | | (12,105 | ) | | | (47,950 | ) | | | (5,068 | ) | | | (13,133 | ) |
Guarantees and warranties on debt | | | (23,296 | ) | | | (91,749 | ) | | | (8,293 | ) | | | (24,653 | ) |
| | | | | | | | | | | | | | | | |
| | | (442,777 | ) | | | (1,578,356 | ) | | | (405,032 | ) | | | (1,519,477 | ) |
Income from financial investment and exchange rate in cash and cash equivalents | | | 108,373 | | | | 336,658 | | | | 123,760 | | | | 435,339 | |
| | | | | | | | | | | | | | | | |
| | 108,373 | | | 336,658 | | | 123,760 | | | 435,339 | |
| | | | | | | | | | | | | | | | |
Cost of debt, net | | | (334,404 | ) | | | (1,241,698 | ) | | | (281,272 | ) | | | (1,084,138 | ) |
Other charges and monetary variations | | | | | | | | | | | | | | | | |
Interest on other receivables | | | 22,150 | | | | 85,751 | | | | 31,491 | | | | 112,955 | |
Monetary variation on leases and concessions agreements | | | (48,016 | ) | | | (140,583 | ) | | | (60,267 | ) | | | (195,259 | ) |
Monetary variation on leases | | | (16,694 | ) | | | (89,189 | ) | | | (32,086 | ) | | | (98,626 | ) |
Bank charges and others | | | (26,042 | ) | | | (73,198 | ) | | | (54,098 | ) | | | (182,437 | ) |
Advances on real state credits | | | (2,740 | ) | | | (9,228 | ) | | | (4,441 | ) | | | (17,069 | ) |
Interest on contingencies and contracts | | | (55,281 | ) | | | (104,925 | ) | | | (18,458 | ) | | | (54,376 | ) |
Interest on other liabilities | | | (55,525 | ) | | | (151,054 | ) | | | (104,130 | ) | | | (308,365 | ) |
Interest on shareholders’ equity | | | (1,210 | ) | | | (933 | ) | | | — | | | | — | |
Exchange variation | | | (5,902 | ) | | | (63,120 | ) | | | 483 | | | | 1,663 | |
| | | | | | | | | | | | | | | | |
| | | (189,260 | ) | | | (546,479 | ) | | | (241,506 | ) | | | (741,514 | ) |
| | | | | | | | | | | | | | | | |
(=) Finance results, net | | | (523,664 | ) | | | (1,788,177 | ) | | | (522,778 | ) | | | (1,825,652 | ) |
Finance expense | | | (925,992 | ) | | | (1,938,293 | ) | | | (841,177 | ) | | | (2,606,547 | ) |
Finance income | | | 179,977 | | | | 527,068 | | | | 177,290 | | | | 695,061 | |
Exchange variation | | | (408,650 | ) | | | (1,876,386 | ) | | | 293,593 | | | | 99,860 | |
Derivatives | | | 631,001 | | | | 1,499,434 | | | | (152,484 | ) | | | (14,026 | ) |
| | | | | | | | | | | | | | | | |
Finance results, net | | | (523,664 | ) | | | (1,788,177 | ) | | | (522,778 | ) | | | (1,825,652 | ) |
| | | | | | | | | | | | | | | | |
52
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Financial risk management
Overview
The Company is exposed to the following risks related to the use of financial instruments:
This note presents information about the exposure of the Company to the above risks, as well as the objectives of the Company’s risk management policies, these policy and processes for the assessment and management of risks.
The carrying amount of financial assets and financial liabilities are as follows:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Assets | | | | | | | | |
Fair value through profit or loss | | | | | | | | |
Investment funds | | | 2,069,872 | | | | 1,852,114 | |
Marketable securities | | | 3,648,629 | | | | 3,853,343 | |
Derivate financial instruments | | | 2,283,417 | | | | 1,162,213 | |
| | | | | | | | |
| | | 8,001,918 | | | | 6,867,670 | |
Amortized cost | | | | | | | | |
Cash and cash equivalents | | | 1,953,325 | | | | 2,703,063 | |
Trade receivables | | | 1,674,677 | | | | 1,322,420 | |
Restricted cash | | | 113,908 | | | | 225,634 | |
Receivables from related parties | | | 132,672 | | | | 199,814 | |
Other financial assets | | | — | | | | 1,340,000 | |
Dividends receivable | | | 7,526 | | | | 13,466 | |
| | | | | | | | |
| | | 3,882,108 | | | | 5,804,397 | |
Total | | | 11,884,026 | | | | 12,672,067 | |
| | | | | | | | |
53
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Liabilities | | | | | | | | |
Amortized cost | | | | | | | | |
Loans, borrowings and debentures | | | 9,918,663 | | | | 13,858,709 | |
Leases | | | 585,639 | | | | 944,138 | |
Real state credit certificates | | | 14,066 | | | | 86,745 | |
Trade payables | | | 2,719,061 | | | | 2,433,995 | |
Other financial liabilities | | | 410,874 | | | | 382,702 | |
Payables to related parties | | | 389,024 | | | | 328,263 | |
Dividends payable | | | 29,075 | | | | 191,478 | |
Tax installments—REFIS | | | 218,376 | | | | 229,745 | |
Trade payables—Corporate operation / Agreements | | | 258,590 | | | | 210,476 | |
Preferred shareholders payable in subsidiaries | | | 1,082,021 | | | | 1,442,679 | |
| | | | | | | | |
| | | 15,625,389 | | | | 20,108,930 | |
Fair value through profit or loss | | | | | | | | |
Loans, borrowings and debentures | | | 12,236,513 | | | | 7,830,237 | |
Contingent consideration | | | 55,360 | | | | 116,542 | |
Derivative financial instruments | | | 23,694 | | | | 115,085 | |
| | | | | | | | |
| | | 12,315,567 | | | | 8,061,864 | |
| | | 27,940,956 | | | | 28,170,794 | |
| | | | | | | | |
During the period ended at September 30, 2018, there was no reclassification between the categories fair value through profit or loss and amortized cost.
Risk management structure
| | | | | | | | | | | | | | | | |
| | Notional | | | Fair value | |
| | September 30, 2018 | | | December 31, 2017 | | | September 30, 2018 | | | December 31, 2017 | |
Exchange rate derivatives | | | | | | | | | | | | | | | | |
Forward agreements | | | 17,013 | | | | 494,302 | | | | 3,180 | | | | (457 | ) |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 2,122,081 | | | | 2,446,369 | | | | 143,851 | | | | 330,712 | |
Swap agreements (exchange and interest rate) | | | 10,994,139 | | | | 7,217,792 | | | | 2,112,692 | | | | 716,873 | |
| | | | | | | | | | | | | | | | |
| | | 13,116,220 | | | | 9,664,161 | | | | 2,256,543 | | | | 1,047,585 | |
Total financial instruments | | | | 2,259,723 | | | | 1,047,128 | |
| | | | | | | | | |
Assets | | | | | | | | | | | 2,283,417 | | | | 1,162,213 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | (23,694 | ) | | | (115,085 | ) |
| | | | | | | | | | | | | | | | |
54
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Credit risk
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Cash and cash equivalents | | | 4,023,197 | | | | 4,555,177 | |
Trade receivables | | | 1,674,677 | | | | 1,322,420 | |
Derivative financial instruments | | | 2,283,417 | | | | 1,162,213 | |
Marketable securities | | | 3,648,629 | | | | 3,853,343 | |
Receivables from related parties | | | 132,672 | | | | 199,814 | |
Dividends | | | 7,526 | | | | 13,466 | |
Restricted cash | | | 113,908 | | | | 225,634 | |
| | | | | | | | |
| | | 11,884,026 | | | | 11,332,067 | |
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:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
AAA | | | 9,237,952 | | | | 3,499,345 | |
AA | | | 824,226 | | | | 6,159,553 | |
A+ | | | 6,963 | | | | — | |
B | | | — | | | | 2,007 | |
BB+ | | | — | | | | 4,180 | |
| | | | | | | | |
| | | 10,069,141 | | | | 9,665,085 | |
| | | | | | | | |
Liquidity risk
Thenon-derivative financial liabilities of the Company sorted by due dates (based on undiscounted cash flows contracted) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
| | Up to 1 year | | | 1—2 years | | | 3—5 years | | | More than 5 years | | | Total | | | Total | |
Loans, borrowings and debentures | | | (3,246,967 | ) | | | (3,119,269 | ) | | | (8,873,641 | ) | | | (16,794,148 | ) | | | (32,034,025 | ) | | | (31,554,560 | ) |
Trade payables | | | (2,719,061 | ) | | | — | | | | — | | | | — | | | | (2,719,061 | ) | | | (2,433,995 | ) |
Other financial liabilities | | | (410,874 | ) | | | — | | | | — | | | | — | | | | (410,874 | ) | | | (382,702 | ) |
Tax installments—REFIS | | | (67,433 | ) | | | (26,262 | ) | | | (39,749 | ) | | | (105,846 | ) | | | (239,290 | ) | | | (244,957 | ) |
Leases | | | (189,391 | ) | | | (160,292 | ) | | | (318,773 | ) | | | (218,246 | ) | | | (886,702 | ) | | | (1,443,470 | ) |
Derivative financial instruments | | | 33,867 | | | | (219,206 | ) | | | (1,069,490 | ) | | | 5,048,805 | | | | 3,793,976 | | | | (110,909 | ) |
Real estate credits certificates | | | (39,356 | ) | | | — | | | | — | | | | — | | | | (39,356 | ) | | | (92,844 | ) |
Payables to related parties | | | (389,024 | ) | | | — | | | | — | | | | — | | | | (389,024 | ) | | | (328,263 | ) |
Dividends payable | | | (29,075 | ) | | | — | | | | — | | | | — | | | | (29,075 | ) | | | (191,478 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (7,057,314 | ) | | | (3,525,029 | ) | | | (10,301,653 | ) | | | (12,069,435 | ) | | | (32,953,431 | ) | | | (36,783,178 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
55
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
Market risk
As at September 30, 2018 and December 31, 2017, the Company had the following net exposure to the exchange rate variations on assets and liabilities denominated in Dollar:
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Cash and cash equivalents | | | 1,305,326 | | | | 782,103 | |
Trade receivables | | | 37,417 | | | | 25,797 | |
Trade payables | | | (1,660 | ) | | | (13,230 | ) |
Loans, borrowings and debentures | | | (13,341,656 | ) | | | (8,919,712 | ) |
Advances from clients | | | — | | | | (6,310 | ) |
Contingent consideration | | | (55,360 | ) | | | (64,213 | ) |
Payables to related parties | | | (260,524 | ) | | | (210,497 | ) |
Derivative financial instruments(i) | | | 10,945,003 | | | | 7,323,116 | |
| | | | | | | | |
Foreign exchange exposure, net | | | (1,371,454 | ) | | | (1,082,946 | ) |
| | | | | | | | |
(i) | These balances are equivalent to the notional amount in U.S. Dollars converted to R$ at the Dollar rate of September 30, 2018 and December 31, 2017 respectively. |
Sensitivity analysis on changes in foreign exchange rates:
The probable scenario was defined based on the US dollar market rates projected for September 30, 2019, which determines the fair value of the derivatives at that date. Stressed scenarios (positive and negative effects, before taxes) were defined based on adverse impacts of 25% and 50% on the US dollar exchange rates used in the probable scenario.
Based on the financial instruments denominated in U.S. Dollars at September 30, 2018, the Company performed a sensitivity analysis with a 25% and 50% increase in the exchange rate (US $ / US $). The probable scenario considers the Company’s projections made by specialized advisory services for12-month exchange rates for companies with real functional currency (positive and negative, before taxes), as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Exchange rate sensitivity analysis (R$/US$) | |
| | September 30, 2018 | | | Scenario | |
| | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
U.S.$ | | | 4.0039 | | | | 3.4300 | | | | 4.2875 | | | | 5.1450 | | | | 2.5725 | | | | 1.7150 | |
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 | | | | (71,222 | ) | | | 106,416 | | | | 212,834 | | | | (106,416 | ) | | | (212,834 | ) |
Trade receivables | | | U.S.$ fluctuation | | | | (5,363 | ) | | | 8,013 | | | | 16,028 | | | | (8,013 | ) | | | (16,028 | ) |
Payables to related parties | | | U.S.$ fluctuation | | | | 37,342 | | | | (55,795 | ) | | | (111,591 | ) | | | 55,795 | | | | 111,591 | |
Trade payables | | | US$ fluctuation | | | | 173 | | | | (372 | ) | | | (743 | ) | | | 372 | | | | 743 | |
Exchange rate derivatives | | | U.S.$ fluctuation | | | | (1,742,167 | ) | | | 2,671,267 | | | | 5,342,533 | | | | (2,671,267 | ) | | | (5,342,533 | ) |
Loans, borrowings and debentures | | | U.S.$ fluctuation | | | | 1,717,531 | | | | (2,428,546 | ) | | | (4,857,093 | ) | | | 2,428,546 | | | | 4,857,093 | |
Advances from clients | | | U.S.$ fluctuation | | | | — | | | | — | | | | — | | | | — | | | | — | |
Contingent consideration | | | U.S.$ fluctuation | | | | 7,935 | | | | (11,855 | ) | | | (23,712 | ) | | | 11,855 | | | | 23,712 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | | | (55,771 | ) | | | 289,128 | | | | 578,256 | | | | (289,128 | ) | | | (578,256 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
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:
The sensitivity analysis below shows the likely impact on interest expenses on loans and financing and on the remuneration of financial investments, as well as the impact of interest rate changes, reflecting a 25% and 50% increase or decrease in interest in relation to the probable scenario, on loans and financing and financial investments indexed to post fixed rates.:
| | | | | | | | | | | | | | | | | | | | |
| | September 30, 2018 | |
Exposure interest rate | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents | | | 206,237 | | | | 51,559 | | | | 103,119 | | | | (51,559 | ) | | | (103,119 | ) |
Marketable securities | | | 228,218 | | | | 57,054 | | | | 114,109 | | | | (57,054 | ) | | | (114,109 | ) |
Restricted cash | | | 347,027 | | | | 86,757 | | | | 173,514 | | | | (86,757 | ) | | | (173,514 | ) |
Leases | | | (22,378 | ) | | | (5,594 | ) | | | (5,594 | ) | | | 5,594 | | | | 5,594 | |
Advances on real state credits | | | (932 | ) | | | (233 | ) | | | (466 | ) | | | 233 | | | | 466 | |
Interest rate derivatives | | | 728,858 | | | | (721,308 | ) | | | (1,323,893 | ) | | | 1,788,188 | | | | 3,934,058 | |
Loans, borrowings and debentures | | | (886,238 | ) | | | (107,074 | ) | | | (214,148 | ) | | | 107,074 | | | | 214,148 | |
| | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | 600,792 | | | | (638,839 | ) | | | (1,153,359 | ) | | | 1,705,719 | | | | 3,763,524 | |
| | | | | | | | | | | | | | | | | | | | |
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 | | | 6.75% | | | | 8.44% | | | | 10.13% | | | | 5.06% | | | | 3.38% | |
CDI | | | 6.53% | | | | 8.16% | | | | 9.80% | | | | 4.90% | | | | 3.27% | |
TJ462 | | | 7.90% | | | | 9.63% | | | | 11.35% | | | | 6.18% | | | | 4.45% | |
TJLP | | | 6.90% | | | | 8.63% | | | | 10.35% | | | | 5.18% | | | | 3.45% | |
IPCA | | | 4.64% | | | | 5.80% | | | | 6.96% | | | | 3.48% | | | | 2.32% | |
IGPM | | | 3.24% | | | | 4.05% | | | | 4.86% | | | | 2.43% | | | | 1.62% | |
FED FUNDS | | | 2.75% | | | | 3.44% | | | | 4.13% | | | | 2.06% | | | | 1.38% | |
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 | | September 30, 2018 | | | December 31, 2017 | |
Senior Notes Due 2018 | | Cosan S.A | | | — | | | | 100.37 | % |
Senior Notes Due 2023 | | Cosan S.A | | | 95.90 | % | | | 101.54 | % |
Senior Notes Due 2024 | | Rumo S.A | | | 102.06 | % | | | 107.86 | % |
Senior Notes Due 2025 | | Rumo S.A | | | 93.17 | % | | | — | |
Senior Notes Due 2027 | | Cosan S.A | | | 98.31 | % | | | 108.14 | % |
Senior Notes Due 2024 | | Cosan Limited | | | 94.98 | % | | | 102,79 | % |
Perpetual Notes | | Cosan S.A | | | 100.00 | % | | | 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).
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 | | | September 30, 2018 | | | December 31, 2017 | |
| | September 30, 2018 | | | December 31, 2017 | | | Level 2 | | | Level 3 | | | Level 2 | | | Level 3 | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Investment funds | | | 2,069,872 | | | | 1,852,114 | | | | 2,069,872 | | | | — | | | | 1,852,114 | | | | — | |
Marketable securities | | | 3,648,629 | | | | 3,853,343 | | | | 3,648,629 | | | | — | | | | 3,853,343 | | | | — | |
Derivate financial instruments | | | 2,283,417 | | | | 1,162,213 | | | | 2,283,417 | | | | — | | | | 1,162,213 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 8,001,918 | | | | 6,867,670 | | | | 8,001,918 | | | | — | | | | 6,867,670 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Loans, borrowings and debentures | | | (12,236,513 | ) | | | (7,830,237 | ) | | | (12,236,513 | ) | | | — | | | | (7,830,237 | ) | | | — | |
Contingent consideration(i) | | | (55,360 | ) | | | (116,542 | ) | | | — | | | | (55,360 | ) | | | — | | | | (116,542 | ) |
Derivative financial instruments | | | (23,694 | ) | | | (115,085 | ) | | | (23,694 | ) | | | — | | | | (115,085 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | (12,315,567 | ) | | | (8,061,864 | ) | | | (12,260,207 | ) | | | (55,360 | ) | | | (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 |
| | | | |
| | Movimentação | |
January 1, 2018 | | | (116,542 | ) |
Payments in the period | | | 62,896 | |
Indexation and interest charges | | | (1,714 | ) |
| | | | |
September 30, 2018 | | | (55,360 | ) |
| | | | |
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 | ) | | | 358,706 | | | | (3,859,515 | ) |
Initial measurement | | | (3,478,165 | ) | | | — | | | | (3,478,165 | ) |
Principal amortization | | | 364,491 | | | | (37,956 | ) | | | 326,535 | |
Interest amortization | | | 367,307 | | | | 36,382 | | | | 403,689 | |
Fair value | | | (1,381,101 | ) | | | 771,921 | | | | (609,180 | ) |
| | | | | | | | | | | | |
At September 30, 2018 | | | (8,345,689 | ) | | | 1,129,053 | | | | (7,216,636 | ) |
| | | | | | | | | | | | |
In order to protect the Company from possible fluctuations in exchange rates, was designated on June 1, 2018, hedge accounting (fair value hedge) for the amount of USD 400,000 thousand of the loan agreement “Senior Notes due 2024”. The Company used derivative operations, cash flow swaps, to swap the exchange rates and interest rate per percentage of CDI. The company will designate the full notional of the loan agreement for hedge accounting as soon as it closes the swap deal to complete the USD 500,000 thousand notional.
58
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
29 Post-employment benefits
| | | | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Futura | | | 47,920 | | | | 44,431 | |
Futura II | | | 156 | | | | 1,237 | |
Comgás | | | 452,077 | | | | 439,791 | |
| | | | | | | | |
| | | 500,153 | | | | 485,459 | |
| | | | | | | | |
Pension plan
During the period ended September 30, 2018, the amount of sponsor contributions to the plans was R$ 23,645 (R$ 20,796 for the period ended September 30, 2017).
59
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
As at September 30, 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Number of instruments on September 30, 2018 | | | | | | | | | | | | | |
Programs | | Expected life (years) | | | Interest rate—% | | | Expected volatility—% | | | Granted | | | Vested or cancelled option | | | Outstanding | | | Market price on grant date | | | Exercise price at September 30, 2018 | | | Fair value at grant date | | | Expenses recorded in P&L | |
Stock option programs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
08/18/2011—Cosan S.A | | | 1 to 7 | | | | 12.39 | % | | | 31.44 | % | | | 4,825,000 | | | | (4,825,000 | ) | | | — | | | | 22.80 | | | | 25.69 | | | | 6.80 | | | | — | |
08/18/2011—Cosan S.A | | | 1 to 12 | | | | 12.39 | % | | | 30.32 | % | | | 5,000,000 | | | | (2,500,000 | ) | | | 2,500,000 | | | | 22.80 | | | | 25.69 | | | | 8.15 | | | | 944 | |
12/12/2012—Cosan S.A | | | 1 to 7 | | | | 8.78 | % | | | 31.44 | % | | | 700,000 | | | | (420,000 | ) | | | 280,000 | | | | 38.89 | | | | 47.60 | | | | 10.10 | | | | — | |
04/24/2013—Cosan S.A | | | 5 to 7 | | | | 13.35 | % | | | 27.33 | % | | | 970,000 | | | | (120,000 | ) | | | 850,000 | | | | 45.22 | | | | 54.48 | | | | 17.95 | | | | 423 | |
04/25/2014—Cosan S.A | | | 5 to 7 | | | | 12.43 | % | | | 29.85 | % | | | 960,000 | | | | (80,000 | ) | | | 880,000 | | | | 39.02 | | | | 43.92 | | | | 15.67 | | | | 816 | |
08/31/2015—Cosan S.A | | | 5 to 7 | | | | 14.18 | % | | | 33.09 | % | | | 759,000 | | | | (100,000 | ) | | | 659,000 | | | | 19.96 | | | | 18.34 | | | | 7.67 | | | | 926 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 13,214,000 | | | | (8,045,000 | ) | | | 5,169,000 | | | | | | | | | | | | | | | | 3,109 | |
Stock-Grant Programs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
09/21/2017—Cosan Limited (i) | | | 5 | | | | — | | | | — | | | | 255,000 | | | | — | | | | 255,000 | | | | 8.10—US$ | | | | — | | | | 8.10—US$ | | | | 1,378 | |
08/18/2017—Cosan Limited | | | 10 | | | | — | | | | — | | | | 2,053,632 | | | | (2,053,632 | ) | | | — | | | | 7.32—US$ | | | | — | | | | 7.32—US$ | | | | 27,668 | |
04/27/2017—Cosan S.A | | | 5 | | | | 15.00 | % | | | 32.75 | % | | | 274,000 | | | | (64,900 | ) | | | 209,100 | | | | 37.00 | | | | — | | | | 32.11 | | | | 1,406 | |
07/31/2017—Cosan S.A | | | 5 | | | | 15.00 | % | | | 33.70 | % | | | 298,107 | | | | (70,598 | ) | | | 227,509 | | | | 32.22 | | | | — | | | | 36.06 | | | | 922 | |
07/31/2018—Cosan S.A | | | 5 | | | | 15.00 | % | | | 33.70 | % | | | 210,602 | | | | — | | | | 210,602 | | | | 38.61 | | | | — | | | | 36.06 | | | | 260 | |
04/20/2017—Comgás | | | 5 | | | | 12.16 | % | | | 27.20 | % | | | 61,300 | | | | — | | | | 61,300 | | | | 47.80 | | | | — | | | | 37.29 | | | | 398 | |
08/12/2017—Comgás | | | 5 | | | | 10.09 | % | | | 30.00 | % | | | 97,780 | | | | — | | | | 97,780 | | | | 54.25 | | | | — | | | | 36.37 | | | | 605 | |
08/01/2018—Comgás | | | 5 | | | | 10.56 | % | | | 32.38 | % | | | 96,787 | | | | — | | | | 96,787 | | | | 54.25 | | | | — | | | | 36.37 | | | | 140 | |
10/01/2015—Rumo S.A | | | 5 | | | | 11.33 | % | | | 42.75 | % | | | 1,485,900 | | | | (177,700 | ) | | | 1,308,200 | | | | 6.10 | | | | — | | | | 6.10 | | | | 1,488 | |
01/02/2017—Rumo S.A | | | 5 | | | | 11.33 | % | | | 42.75 | % | | | 1,476,000 | | | | (129,500 | ) | | | 1,346,500 | | | | 6.10 | | | | — | | | | 6.10 | | | | 1,617 | |
09/01/2017—Rumo S.A | | | 5 | | | | 9.93 | % | | | 29.76 | % | | | 870,900 | | | | (30,900 | ) | | | 840,000 | | | | 10.42 | | | | — | | | | 10.42 | | | | 1,809 | |
08/01/2018—Rumo S.A | | | 5 | | | | 10.93 | % | | | 31.91 | % | | | 1,149,544 | | | | — | | | | 1,149,544 | | | | 13.94 | | | | — | | | | 13.94 | | | | 622 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 8,329,552 | | | | (2,527,230 | ) | | | 5,802,322 | | | | | | | | | | | | | | | | 38,313 | |
(i) —Cash settled
60
Cosan Limited
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais – R$, unless otherwise stated)
| ii. | Reconciliation of outstanding stocks |
| | | | | | | | | | | | |
| | Stock option programs | | | Stock- Grant Programs | |
| | Quantity | | | Weighted-average exercise price - R$ | | | Quantity | |
At January 1, 2018 | | | 6,146,000 | | | | 32.28 | | | | 4,515,837 | |
Granted(i) | | | — | | | | — | | | | 2,933,464 | |
Vested(i) | | | (942,000 | ) | | | 23.32 | | | | (943,912 | ) |
Cancelled | | | (35,000 | ) | | | — | | | | (654,860 | ) |
| | | | | | | | | | | | |
At September 30, 2018 | | | 5,169,000 | | | | 30.69 | | | | 5,850,529 | |
| | | | | | | | | | | | |
(i) | In the period ended September 30, 2018, 1,476,531 shares were granted and vested by the beneficiaries of the Stock-Grant Plan – Equity-settled – Cosan Limited. |
| 31.1 | Acquisition of Shell Argentina Conclusion |
On October 1, Raízen Combustíveis concluded the acquisition of 100% of the shares issued by Shell Argentina for US $ 916.00 thousand, of which: (i) US $ 100,000 thousand through a deposit made on April 24, 2018, (ii) US $ 370,000 paid on October 1, 2018 and (iii) US $ 446,000 will be paid through December 2019. (Note 1)
| 31.2 | Approval of contractual amendment – Comgás and Petrobras |
On October 17, the subsidiary Comgás and Petróleo Brasileiro SA—Petrobras approved contractual additions related to the supply of natural gas, subject to certain items being altered, without prejudice to compliance with the other agreed suspensive conditions between the parts. These instruments provide for the addition of existing supply contracts until December 2021.
| 31.3 | Incorporation of Cosan Logistíca S.A. (“Cosan Logística”) |
On October 24, Management informed the market that it would evaluate the feasibility of merging the subsidiary Cosan Logística into Cosan S.A (“Intended Transaction”), which would become the direct controlling shareholder of Rumo SA. However, after several questions from shareholders and investors regarding the extent and effectiveness of the proposed simplification, Management, on November 1, 2018, decided to cancel the intended transaction.
| 31.4 | Capital increase in subsidiary CLE |
On October 29, 2018, the Company carried out a capital increase in its subsidiary CLE in the amount of R$ 500,000, through the issuance of 500,000 new common shares.
| 31.5 | Dividend payment - Comgás |
On November 6, 2018, subsidiary Comgás decided and approved the payment of interim dividends in the amount of R $ 456,632, distributed based on the Company’s results for the year 2018.
***
61
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: November 9, 2018
| | |
COSAN LIMITED |
| |
By: | | /s/ Marcelo Eduardo Martins |
| | Name: Marcelo Eduardo Martins Title: Chief Financial Officer |