UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16
of the Securities Exchange Act of 1934
For the month of November, 2019
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):
Cosan Limited
Interim consolidated financial statements
September 30, 2019 and 2018
Contents
F-2
![LOGO](https://capedge.com/proxy/6-K/0001193125-19-291133/g835616g0522191454541.jpg)
Independent Auditors’ Report on Review of Interim Financial Information
To the Management, Board of Directors and Shareholders of
Cosan Limited
Bermudas
Introduction
We have reviewed the accompanying September 30, 2019 consolidated interim financial information of Cosan Limited (“the Company”), which comprises the consolidated statement of financial position as at September 30, 2019 and the respective consolidated statements of profit or loss and comprehensive income for the three and nine-month periods then ended and the consolidated statements of changes in equity and cash flows for the nine-month period ended September 30, 2019, and the notes to the interim financial information.
Management is responsible for the preparation and presentation of this consolidated interim financial information in accordance with IAS 34, ‘Interim Financial Reporting. 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 the Brazilian and International Standard on Review Engagements (NBC TR 2410 - Revisão de Informações Intermediárias Executada pelo Auditor da Entidadeand ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial information consists of making inquiries, primarily of persons responsible for 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 International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying September 30, 2019 consolidated interim financial information do not present fairly, in all material respects, the financial position, financial performance and cash flows of the entity in accordance with IAS 34, ‘Interim Financial Reporting’.
São Paulo, November 12, 2019
KPMG Auditores Independentes
CRC 2SP014428/O-6
Fabian Junqueira Sousa
Accountant CRC 1SP235639/O-0
F-3
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | |
| | Note | | September 30, 2019 | | | December 31, 2018 | |
Assets | | | | | | | | | | |
Cash and cash equivalents | | 5.1 | | | 6,413,071 | | | | 3,621,798 | |
Marketable securities | | 5.2 | | | 2,353,433 | | | | 4,202,835 | |
Trade receivables | | 5.3 | | | 2,024,831 | | | | 1,545,643 | |
Derivative financial instruments | | 5.8 | | | 178,342 | | | | 181,815 | |
Inventories | | 7 | | | 806,252 | | | | 716,290 | |
Receivables from related parties | | 5.4 | | | 57,353 | | | | 44,680 | |
Income tax receivable | | | | | 110,349 | | | | 279,157 | |
Other current tax receivable | | 6 | | | 976,062 | | | | 796,199 | |
Dividends receivable | | | | | 34,339 | | | | 27,320 | |
Other financial assets | | 5.9 | | | 473,203 | | | | — | |
Other current assets | | | | | 408,776 | | | | 543,853 | |
| | | | | | | | | | |
Total current assets | | | | | 13,836,011 | | | | 11,959,590 | |
Tradenon-current receivables | | 5.3 | | | 29,707 | | | | 42,549 | |
Restricted cash | | 5.2 | | | 155,417 | | | | 115,124 | |
Deferred tax assets | | 13 | | | 1,560,885 | | | | 1,540,693 | |
Receivables from related parties | | 5.4 | | | 192,873 | | | | 90,390 | |
Income taxes receivable | | | | | 230,408 | | | | 260,330 | |
Othernon-current tax receivable | | 6 | | | 863,718 | | | | 851,492 | |
Judicial deposits | | 14 | | | 956,013 | | | | 878,807 | |
Derivative financial instruments | | 5.8 | | | 4,153,727 | | | | 2,367,042 | |
Othernon-current assets | | | | | 707,193 | | | | 407,916 | |
Investments in associates | | 8.1 | | | 383,760 | | | | 378,519 | |
Investments in joint ventures | | 9 | | | 7,558,291 | | | | 8,077,907 | |
Right-of-use assets | | 10.3 | | | 4,490,576 | | | | — | |
Property, plant and equipment | | 10.1 | | | 11,927,772 | | | | 12,417,822 | |
Intangible assets and goodwill | | 10.2 | | | 16,880,436 | | | | 16,972,535 | |
| | | | | | | | | | |
Totalnon-current assets | | | | | 50,090,776 | | | | 44,401,126 | |
| | | | | | | | | | |
Total assets | | | | | 63,926,787 | | | | 56,360,716 | |
| | | | | | | | | | |
The accompanying notes are an integral part of these interim financial statements.
F-4
Cosan Limited
Consolidated statements of financial position
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | |
| | Note | | September 30, 2019 | | | December 31, 2018 | |
Liabilities | | | | | | | | | | |
Loans, borrowings and debentures | | 5.5 | | | 3,378,585 | | | | 2,115,305 | |
Leases | | 5.6 | | | 548,618 | | | | 120,491 | |
Derivative financial instruments | | 5.8 | | | 77 | | | | 3,880 | |
Trade payables | | 5.7 | | | 2,197,873 | | | | 1,923,920 | |
Employee benefits payable | | | | | 393,858 | | | | 339,968 | |
Income tax payables | | | | | 378,554 | | | | 36,164 | |
Other taxes payable | | 12 | | | 447,616 | | | | 245,587 | |
Dividends payable | | | | | 21,015 | | | | 187,415 | |
Concessions payable | | 11 | | | 9,392 | | | | 28,797 | |
Payables to related parties | | 5.4 | | | 416,805 | | | | 355,971 | |
Deferred revenue | | | | | 7,606 | | | | 9,473 | |
Other financial liabilities | | | | | 445,612 | | | | 455,702 | |
Other current liabilities | | | | | 299,401 | | | | 418,145 | |
| | | | | | | | | | |
Total current liabilities | | | | | 8,545,012 | | | | 6,240,818 | |
Loans, borrowings and debentures | | 5.5 | | | 23,629,373 | | | | 20,459,008 | |
Leases | | 5.6 | | | 4,076,492 | | | | 432,859 | |
Preferred shareholders payable in subsidiaries | | | | | 744,455 | | | | 1,097,490 | |
Derivative financial instruments | | 5.8 | | | 55,909 | | | | 21,834 | |
Other taxes payable | | 12 | | | 155,484 | | | | 154,599 | |
Provision for legal proceedings | | 14 | | | 1,436,042 | | | | 1,363,168 | |
Concessions payable | | 11 | | | 3,375,035 | | | | 3,179,771 | |
Post-employment benefits | | 22 | | | 598,090 | | | | 579,870 | |
Deferred tax liabilities | | 13 | | | 3,971,658 | | | | 4,093,019 | |
Deferred revenue | | | | | 37,525 | | | | 42,044 | |
Othernon-current liabilities | | | | | 701,478 | | | | 726,880 | |
| | | | | | | | | | |
Totalnon-current liabilities | | | | | 38,781,541 | | | | 32,150,542 | |
| | | | | | | | | | |
Total liabilities | | | | | 47,326,553 | | | | 38,391,360 | |
| | | | | | | | | | |
Shareholders’ equity | | 15 | | | | | | | | |
Share capital | | | | | 5,328 | | | | 5,328 | |
Additionalpaid-in capital | | | | | 1,348,070 | | | | 3,112,274 | |
Accumulated other comprehensive loss | | | | | (819,509 | ) | | | (587,173 | ) |
Retained earnings | | | | | 4,957,905 | | | | 4,083,974 | |
Equity attributable to: | | | | | | | | | | |
Owners of the Company | | | | | 5,491,794 | | | | 6,614,403 | |
Non-controlling interests | | 8.2 | | | 11,108,440 | | | | 11,354,953 | |
| | | | | | | | | | |
Total shareholders’ equity | | | | | 16,600,234 | | | | 17,969,356 | |
| | | | | | | | | | |
Total shareholders’ equity and liabilities | | | | | 63,926,787 | | | | 56,360,716 | |
| | | | | | | | | | |
The accompanying notes are an integral part of these interim financial statements.
F-5
Cosan Limited
Consolidated statement of profit or loss and other comprehensive income
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | | | | | | | |
| | Note | | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Net sales | | 17 | | | 5,731,188 | | | | 15,524,259 | | | | 4,778,417 | | | | 12,396,336 | |
Cost of sales | | 18 | | | (3,764,806 | ) | | | (10,711,479 | ) | | | (3,406,199 | ) | | | (8,832,176 | ) |
| | | | | | | | | | | | | | | | | | |
Gross profit | | | | | 1,966,382 | | | | 4,812,780 | | | | 1,372,218 | | | | 3,564,160 | |
| | | | | | | | | | | | | | | | | | |
Selling expenses | | 18 | | | (300,649 | ) | | | (832,575 | ) | | | (255,186 | ) | | | (747,787 | ) |
General and administrative expenses | | 18 | | | (336,025 | ) | | | (877,207 | ) | | | (242,555 | ) | | | (692,260 | ) |
Other income (expenses), net | | 19 | | | 536,694 | | | | 535,010 | | | | (44,706 | ) | | | (88,226 | ) |
| | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | (99,980 | ) | | | (1,174,772 | ) | | | (542,447 | ) | | | (1,528,273 | ) |
| | | | | | | | | | | | | | | | | | |
Profit before equity in earnings of investees, financial results and taxes | | | | | 1,866,402 | | | | 3,638,008 | | | | 829,771 | | | | 2,035,887 | |
| | | | | | | | | | | | | | | | | | |
Interest in earnings of associates | | 8.1 | | | 9,689 | | | | (10,023 | ) | | | 1,391 | | | | 17,028 | |
Interest in earnings of joint ventures | | 9 | | | 148,185 | | | | 510,428 | | | | 84,089 | | | | 432,202 | |
| | | | | | | | | | | | | | | | | | |
Equity in earnings of investees | | | | | 157,874 | | | | 500,405 | | | | 85,479 | | | | 449,230 | |
Finance expense | | | | | (842,444 | ) | | | (2,772,617 | ) | | | (925,992 | ) | | | (1,938,293 | ) |
Finance income | | | | | 212,017 | | | | 530,887 | | | | 179,977 | | | | 527,068 | |
Foreign exchange, net | | | | | (939,035 | ) | | | (831,922 | ) | | | (408,650 | ) | | | (1,876,386 | ) |
Derivatives | | | | | 1,081,239 | | | | 1,747,049 | | | | 631,001 | | | | 1,499,434 | |
| | | | | | | | | | | | | | | | | | |
Finance results, net | | 20 | | | (488,223 | ) | | | (1,326,603 | ) | | | (523,664 | ) | | | (1,788,177 | ) |
Profit before taxes | | | | | 1,536,053 | | | | 2,811,810 | | | | 391,586 | | | | 696,940 | |
| | | | | | | | | | | | | | | | | | |
Income tax (expenses), benefits | | 13 | | | | | | | | | | | | | | | | |
Current | | | | | (403,822 | ) | | | (809,301 | ) | | | (109,297 | ) | | | (93,110 | ) |
Deferred | | | | | 16,327 | | | | 83,141 | | | | 5,630 | | | | (93,291 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | (387,495 | ) | | | (726,160 | ) | | | (103,667 | ) | | | (186,401 | ) |
Profit for the period | | | | | 1,148,558 | | | | 2,085,650 | | | | 287,919 | | | | 510,539 | |
| | | | | | | | | | | | | | | | | | |
F-6
Cosan Limited
Consolidated statement of profit or loss and other comprehensive income
(In thousands of Brazilian Reais – R$, except earnings per share)
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | |
Items that will never be reclassified to profit or loss | | | | | | | | | | | | | | | | | | | | |
Actuarial loss on defined benefit plan | | | | | | | (2 | ) | | | (2 | ) | | | — | | | | (1,042 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | (2 | ) | | | (2 | ) | | | — | | | | (1,042 | ) |
Items that are or may subsequently be reclassified to profit or loss: | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation effect | | | | | | | 3,698 | | | | (48,548 | ) | | | (55,920 | ) | | | (275,943 | ) |
Gain / (loss) on cash flow hedge in joint ventures | | | | | | | (98,357 | ) | | | (250,277 | ) | | | (28,983 | ) | | | (112,937 | ) |
Changes in fair value of financial assets | | | | | | | 28 | | | | 103 | | | | 42 | | | | 95 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | (94,633 | ) | | | (298,724 | ) | | | (84,861 | ) | | | (388,785 | ) |
Total other comprehensive (loss) income, net of tax | | | | | | | (94,631 | ) | | | (298,724 | ) | | | (84,861 | ) | | | (389,827 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | 1,053,925 | | | | 1,786,926 | | | | 203,058 | | | | 120,712 | |
| | | | | | | | | | | | | | | | | | | | |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | | | | | 560,786 | | | | 959,403 | | | | 62,997 | | | | 191,983 | |
Non-controlling interests | | | | | | | 587,772 | | | | 1,126,247 | | | | 224,922 | | | | 318,556 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | 1,148,558 | | | | 2,085,650 | | | | 287,919 | | | | 510,539 | |
Total comprehensive income attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | | | | | 444,773 | | | | 727,067 | | | | (6,199 | ) | | | (129,724 | ) |
Non-controlling interests | | | | | | | 609,153 | | | | 1,059,859 | | | | 209,257 | | | | 250,436 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | 1,053,926 | | | | 1,786,926 | | | | 203,058 | | | | 120,712 | |
Basic earnings per share from: | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | | 16 | | | | R$2.4283 | | | | R$4.1588 | | | | R$0.2575 | | | | R$0.7873 | |
| | | | | | | | | | | | | | | | | | | | |
Basic earnings per share from: | | | | | | | R$2.4283 | | | | R$4.1588 | | | | R$0.2575 | | | | R$0.7873 | |
Diluted earnings per share from: | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | | 16 | | | | R$2.3365 | | | | R$3.9921 | | | | R$0.2467 | | | | R$0.7528 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted earnings per share from: | | | | | | | R$2.3365 | | | | R$3.9921 | | | | R$0.2467 | | | | R$0.7528 | |
The accompanying notes are an integral part of these interim financial statements.
F-7
Cosan Limited
Consolidated statement of changes in equity
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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, 2018 | | | 5,328 | | | | 3,112,274 | | | | (587,173 | ) | | | 4,083,974 | | | | 6,614,403 | | | | 11,354,953 | | | | 17,969,356 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Initial adoption of IFRS 16, net of tax—Note 3.1 | | | — | | | | — | | | | — | | | | (97,971 | ) | | | (97,971 | ) | | | (377,420 | ) | | | (475,391 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019 | | | 5,328 | | | | 3,112,274 | | | | (587,173 | ) | | | 3,986,003 | | | | 6,516,432 | | | | 10,977,533 | | | | 17,493,965 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the period | | | — | | | | — | | | | — | | | | 959,403 | | | | 959,403 | | | | 1,126,247 | | | | 2,085,650 | |
Other comprehensive income (Note 15): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss on cash flow hedge in joint ventures | | | — | | | | — | | | | (150,804 | ) | | | — | | | | (150,804 | ) | | | (99,473 | ) | | | (250,277 | ) |
Foreign currency translation effects | | | — | | | | — | | | | (81,594 | ) | | | — | | | | (81,594 | ) | | | 33,046 | | | | (48,548 | ) |
Actuarial loss on defined benefit plan | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | (2 | ) |
Change in fair value of financial assets | | | — | | | | — | | | | 62 | | | | — | | | | 62 | | | | 41 | | | | 103 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the period | | | — | | | | — | | | | (232,336 | ) | | | 959,403 | | | | 727,067 | | | | 1,059,859 | | | | 1,786,926 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners of the Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends—non-controlling interests | | | — | | | | (13,167 | ) | | | — | | | | — | | | | (13,167 | ) | | | 13,196 | | | | 29 | |
Prescribed Dividends—Note 5.4 | | | — | | | | — | | | | — | | | | 12,499 | | | | 12,499 | | | | 8,252 | | | | 20,751 | |
Dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | (26,139 | ) | | | (26,139 | ) |
Treasury shares acquired—Note 15 | | | — | | | | (1,127,673 | ) | | | — | | | | — | | | | (1,127,673 | ) | | | — | | | | (1,127,673 | ) |
Share-based payment transactions | | | — | | | | 18,783 | | | | — | | | | — | | | | 18,783 | | | | (3,499 | ) | | | 15,284 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total contributions by and distributions to owners of the Company | | | — | | | | (1,122,057 | ) | | | — | | | | 12,499 | | | | (1,109,558 | ) | | | (8,190 | ) | | | (1,117,748 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change of shareholding interest in subsidiary—Note 8.2 | | | — | | | | (642,147 | ) | | | — | | | | — | | | | (642,147 | ) | | | (920,762 | ) | | | (1,562,909 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 5,328 | | | | 1,348,070 | | | | (819,509 | ) | | | 4,957,905 | | | | 5,491,794 | | | | 11,108,440 | | | | 16,600,234 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these interim financial statements.
F-8
Cosan Limited
Consolidated statement of changes in equity
(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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment on initial application of IFRS 9, net of tax | | | — | | | | — | | | | — | | | | (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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year | | | — | | | | — | | | | — | | | | 191,983 | | | | 191,983 | | | | 318,556 | | | | 510,539 | |
Other comprehensive income (Note 15): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain 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 financial assets | | | — | | | | — | | | | 56 | | | | — | | | | 56 | | | | 39 | | | | 95 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the year | | | — | | | | — | | | | (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 interim financial statements.
F-9
Cosan Limited
Consolidated statement of cash flows
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | |
| | Note | | September 30, 2019 | | | September 30, 2018 | |
Cash flows from operating activities | | | | | | | | | | |
Profit before taxes | | | | | 2,811,810 | | | | 696,940 | |
Adjustments for: | | | | | | | | | | |
Depreciation and amortization | | | | | 1,713,478 | | | | 1,483,860 | |
Lease and concession | | | | | — | | | | 152,645 | |
Interest in earnings of associates | | 8.1 | | | 10,023 | | | | (17,028 | ) |
Interest in earnings of joint ventures | | 9 | | | (510,428 | ) | | | (432,202 | ) |
Loss on disposals assets | | | | | 16,789 | | | | 2,809 | |
Share-based payment | | | | | 73,264 | | | | 40,616 | |
Legal proceedings provision | | | | | 88,075 | | | | 87,040 | |
Indexation charges, interest and exchange, net | | | | | 1,462,383 | | | | 1,883,010 | |
Deferred revenue | | | | | (6,386 | ) | | | (8,542 | ) |
Provisions for employee benefits | | | | | 166,789 | | | | 135,708 | |
Allowance for doubtful accounts | | | | | 1,065 | | | | 11,909 | |
Sales of credit rights | | 19 | | | (400,000 | ) | | | — | |
Recovering tax credits | | | | | (261,314 | ) | | | — | |
Other | | | | | (49,892 | ) | | | (22,068 | ) |
| | | | | | | | | | |
| | | | 5,115,656 | | | 4,014,697 | |
Changes in: | | | | | | | | | | |
Trade receivables | | | | | (393,102 | ) | | | (278,380 | ) |
Inventories | | | | | (110,629 | ) | | | (78,373 | ) |
Other current tax, net | | | | | 219,894 | | | | (144,445 | ) |
Income tax | | | | | (246,895 | ) | | | (59,379 | ) |
Related parties, net | | | | | 20,426 | | | | (10,705 | ) |
Trade payables | | | | | 434,291 | | | | 231,639 | |
Employee benefits | | | | | (126,830 | ) | | | (138,853 | ) |
Provision for legal proceedings | | | | | (97,041 | ) | | | (97,402 | ) |
Other financial assets | | | | | (41,733 | ) | | | 8,679 | |
Judicial deposits | | | | | (60,619 | ) | | | (48,227 | ) |
Cash received on sale of credit rights | | | | | — | | | | 1,340,000 | |
Post-employment benefits | | | | | (26,625 | ) | | | (23,200 | ) |
Concessions payable | | | | | 7,256 | | | | (79,681 | ) |
Other assets and liabilities, net | | | | | (307,559 | ) | | | (213,075 | ) |
| | | | | | | | | | |
| | | | | (729,166 | ) | | | 408,598 | |
Net cash generated by operating activities | | | | | 4,386,490 | | | | 4,423,295 | |
| | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | |
Capital contribution in associates | | 8.1 | | | (26,045 | ) | | | (7,517 | ) |
Acquisition of subsidiary, net of cash acquired | | | | | (9,837 | ) | | | (73,945 | ) |
Marketable securities | | | | | 1,956,806 | | | | 344,615 | |
Restricted cash | | | | | (38,311 | ) | | | 112,549 | |
Dividends received from associates | | | | | 15,983 | | | | 11,251 | |
Dividends received from joint ventures | | | | | 869,731 | | | | 1,052,127 | |
Acquisition of property, plant and equipment, intangible assets,right-of-use assets and contract assets | | | | | (1,931,834 | ) | | | (1,993,435 | ) |
Cash received on sale of fixed assets, and intangible assets | | | | | 10,578 | | | | 1,576 | |
| | | | | | | | | | |
Net cash generated (used) in investing activities | | | | | 847,071 | | | | (552,779 | ) |
| | | | | | | | | | |
F-10
Cosan Limited
Consolidated statement of cash flows
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | |
Loans, borrowings and debentures raised | | | 5.5 | | | | 5,843,052 | | | | 2,750,267 | |
Amortization of principal on loans, borrowings and debentures | | | 5.5 | | | | (3,558,946 | ) | | | (4,685,398 | ) |
Payment of interest on loans, borrowings and debentures | | | 5.5 | | | | (1,142,512 | ) | | | (1,186,695 | ) |
Payment of derivative financial instruments | | | | | | | (169,335 | ) | | | (1,035,889 | ) |
Receipt of derivative financial instruments | | | | | | | 235,201 | | | | 1,288,316 | |
Amortization of principal on leases | | | 5.6 | | | | (358,934 | ) | | | (352,506 | ) |
Payment of interest on leases | | | 5.6 | | | | (148,089 | ) | | | (130,294 | ) |
Real estate credit certificates | | | | | | | — | | | | (77,404 | ) |
Paid-in Capital fromnon-controlling interest | | | | | | | 465,651 | | | | — | |
Payments to redeem entity’s shares | | | 15 | | | | (1,127,673 | ) | | | (607,932 | ) |
Non-controlling interest subscription | | | | | | | 1,192 | | | | 4,163 | |
Acquisition ofnon-controlling interests (i) | | | | | | | (2,145,761 | ) | | | — | |
Dividends paid | | | | | | | (579,489 | ) | | | (731,055 | ) |
Share options exercised | | | | | | | (45,961 | ) | | | 24,548 | |
| | | | | | | | | | | | |
Net cash used in financing activities | | | | | | | (2,731,604 | ) | | | (4,739,879 | ) |
| | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | | | | | 2,501,957 | | | | (869,363 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | | | | | | 3,621,798 | | | | 4,555,177 | |
| | | | | | | | | | | | |
Effect of exchange rate fluctuations on cash held | | | | | | | 289,316 | | | | 337,383 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of period | | | | | | | 6,413,071 | | | | 4,023,197 | |
| | | | | | | | | | | | |
Additional information | | | | | | | | | | | | |
Income tax paid | | | | | | | 201,284 | | | | 65,452 | |
(i) | Acquisition of class A preferred shares issued by Companhia de Gás de São Paulo – Comgás (“Comgás”), and 22,597886 Preferred Shares and 2,527,682 ordinary shares were acquired by subsidiary Cosan S.A., representing 19.02% of Comgás’ capital stock in the amount of R$2,066,105 and the Company acquired class A common shares issued by Cosan Logística S.A. (“Cosan Logística”) in the amount of R$79,656, totaling an acquisition effect of R$2,145,761. |
The accompanying notes are an integral part of these interim financial statements.
F-11
Cosan Limited
Consolidated statement of cash flows
(In thousands of Brazilian Reais – R$)
Non-cash transaction
| i. | Acquisitions of assets for the construction of the distribution network with payment of term in the amount of R$71,467 and acquisitions of assets with payment of term in the amount of R$13,321. |
| ii. | Consideration asset in the subsidiary Cosan Lubrificantes e Especialidades S.A. (“CLE”), with a down payment in the amount of R$145,761. |
| iii. | Recognition of indemnity claims in the amount of R$50,284 (Note 19). |
| iv. | Recognition of assignment of credit rights, for attend IFRS 15 requirements for the amount of R$ 400,000 plus additional payments applicable to the applications of 95% on the difference between the net amount of credit rights received by the Union for assignment less the return of assignees on a basis of R$ 400,000, resulting from (i) indemnity action, applied to the condemnation of the Union due to the fixing of prices of sugar and alcohol below its cost of production; and (ii) additional payments related to the assignment of credit rights executed on December 21, 2017 and application of 95% of the net difference received by the Union credit rights for the assignment less or return of the assignees (Note 19). Such assignment has no right of recourse. |
| v. | Recognition of tax assets related to the exclusion of a tax on sales and services which applies to goods, and transportation and communication (Imposto sobre Operações relativas à Circulação de Mercadorias e Prestação de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação), or “ICMS,” from the calculation basis of PIS and COFINS (respectively, the profit participation contribution and the social security financing contribution, both of which are social contributions due on certain revenues net of some expenses) contributions, in the total amount of R$457,088, which R$239,065 is recorded under “Other income,” R$82,694 as of “Interest on other receivables” and R$135,329 through equity method referring to the jointly controlled investees (Note 19). |
| vi. | Capital contribution to the subsidiary Payly Soluções de Pagamentos S.A. (“Payly”) in the amount of R$6,436, through capitalization of expenses that would be reimbursed to Cosan. |
| vii. | Recognition of right of use in the amount of R$2,904,778 (Note 10.3) referring to the North-South Railroad Concession agreement and R$16,413 related to other lease agreements. |
Disclosure of interest and dividends
The Company discloses the dividends and interest on shareholders’ equity received as cash flow from investing activities, with the purpose of avoiding distortions in its cash flows from operation activities.
Interest received or paid is classified as cash flow from financing activities, as it is considered to refer to the costs of obtaining financial resources.
F-12
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
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, or “NYSE,” (ticker—CZZ). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan. Cosan controls its subsidiaries Cosan S.A. and Cosan Logística S.A. (“Cosan Logística”) through a 59.29% and 73.46% interest, respectively. Cosan, Cosan S.A., Cosan Logística and its subsidiaries are collectively referred to as the “Company.”
On January 3, 2019, the Company acquired 14,228,134 of our Class A common shares pursuant to a tender offer at a purchase price of U.S.$8.88 per share, for a total cost of R$473,456 excluding fees and other related expenses. These shares represented 9.6% of the issued and outstanding Class A common stock of Cosan Limited as of December 31, 2018. The shares purchased included 2,966,873 additional shares that Cosan Limited elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding Class A common shares. After giving effect to the purchase, we had 134,115,534 outstanding Class A common shares remaining. On September 30, 2019, the Company purchased 10,244,806 of its class A common shares pursuant to a public offering and a purchase price of $ 15.5 per share, with a total cost of R$654,217 excluding taxes and other related expenses. After the purchase effect, 125,477,259 class A shares are outstanding. The Company’s share acquisitions during the period totaled R$1,127,673 (Note 15).
On March 28, 2019, Rumo SA (“Rumo”) won the International Competition (Bidding) for the North-South Railroad, through an economic bid of R$2,719,530, conducted by the National Land Transportation Agency (“ANTT”), whose scope is the subconcession of the public rail freight service associated with the operation of the railway network infrastructure located between Porto Nacional / TO and Estrela d´Oeste / SP, in the stretches between (i) Porto Nacional / TO and Anápolis / GO; and (ii) Ouro Verde de Goiás / GO and Estrela d’Oeste / SP. The concession agreement guarantees the right to operate the railway network for a period of 30 years from the date of signature on July 31, 2019 (Note 10.3).
On April 24, 2019, we announced the cancellation of 32,239,807 Class A common shares held in treasury, representing 11.91% of Cosan Limited’s capital stock. After giving effect to the cancellation, we had 142,115,534 total Class A common shares remaining (Note 15).
On May 31, 2019, the São Paulo State Sanitation and Energy Regulatory Agency (“ARSESP”), resolved on the 4th Ordinary Tariff Review regarding the update of Comgás subsidiary rates, applied from that date, on all segments. The annual adjustment consists essentially of the inflation replacement(IGP-M) and the transfer of the gas and transportation cost variation, as defined by Petrobras. The process of the 3rd Tariff Review, contractually scheduled to take place in May 2014, remains unfinished.
On June 11, 2019, the Board of Directors of Comgás, with the assent of the Fiscal Council, considering that the capital stock became excessive for the normal development of the subsidiary Comgás business and for the achievement of its corporate purpose, approved the proposal reduction of the subsidiary Comgás capital stock, in the amount of R$1,500,000 without cancellation of shares, maintaining unchanged the percentage of the shareholders’ interest in the subsidiary Comgás capital stock, with the refund in cash to the shareholders of part of the your actions. At the date of approval of these interim financial statements, the aforementioned capital reduction process had not yet been implemented, and the subsidiary Comgás capital stock remained unchanged compared to the immediately preceding period.
F-13
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
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, 2018.
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, 2018, except for the adoption of IFRS 16 Leases, whose effects and changes are disclosed in Note 3.1, effective as of January 1, 2019. 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 interim consolidated financial statements were authorized for issue by the Board of Directors on November 08, 2019.
These interim consolidated financial statements 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, 2018, except for the adoption of IFRS 16—Leases, whose effects and changes are disclosed in Note 3.1 effective as of January 1, 2019. The Company has not adopted in advance any other standard or interpretation issued that is not yet in force.
3.1 | New standards, interpretations and changes adopted by the Company |
IFRS 16 Leases
IFRS 16 introduced a single model for the accounting of leases in the balance sheet of lessees. As a result, the Company, as a lessee, recognized the rights to use assets that represent its rights to use the underlying assets and the lease liabilities that represent its obligation to make lease payments. The lessor’s accounting remains similar to previous accounting policies.
The Company has chosen to use the modified retrospective approach in which the cumulative effect of the initial adoption is recognized as an adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, the comparative information presented for the year ended December 31, 2018 has not been restated—or and is presented as previously reported in accordance with IAS 17 and related interpretations. The details of the changes in accounting policies are disclosed below:
F-14
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
(a) | In the definition of lease |
Previously, the Company determined, at the inception of the agreement, whether it was or contained a lease under IFRIC 4—Complementary Aspects of Leasing Operations. The Company now assesses whether a lease is or contains a lease based on the new lease definition. According to IFRS 16, a contract is or contains a lease if it transfers the right to control the use of an identified asset for a period of time in exchange for consideration.
In the transition to IFRS 16, the Company opted to apply the practical case of maintaining the evaluation of which transactions are leases, to which IFRS 16 applied. The contracts that were not identified as leases in accordance with IAS 17 and IFRIC 4 were not revalued. Accordingly, the new lease definition in accordance with IFRS 16 was applied only to contracts entered into or amended on or after January 1, 2019.
At the inception or revaluation of a lease component, the Company allocates the lease consideration to each lease component rather than lease based on its individual lease price.
(b) | In the treatment as a lessee |
The company leases assets, including real estate, rail infrastructure, port, rolling stock (locomotives and wagons), vehicles and IT equipment. As a lessee, the Company previously classified operating or financial leases based on its assessment as to whether the lease substantially transferred all the risks and benefits of the property. In accordance with IFRS 16, the Company recognizes the right to use assets and the lease liabilities for most leases—that is, these leases are recorded in the balance sheet.
However, the Company has elected not to recognizeright-of-use assets and lease liabilities for some leases of low value assets (e.g. IT equipment). The Company recognizes the payments associated with these leases as an expense under the straight-line method over the lease term.
The Company presents the carrying amounts of theright-of-use assets (including assets previously classified as financial leases) in a specific balance sheet line called“Right-of-use assets.” Likewise, it records the liabilities in a separate account called “Leases.”
(i) | Accounting policy adopted as of January 1, 2019 meaning: |
Previously, the Company determined at the inception of the agreement whether it was or contained a lease under IFRIC 4—Complementary Aspects of Leasing Operations. The company now assesses whether a lease is or contains a lease based on the new lease definition. According to IFRS 16, a contract is or contains a lease if it transfers the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes aright-of-use assets and a lease liability at the date of commencement of the lease.
Theright-of-use assets is initially measured at cost and subsequently at cost less any accumulated depreciation and impairment, and adjusted for certain measurements of lease liabilities.
F-15
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
The lease liability is initially measured at the present value of the lease payments that were not paid at the commencement date, discounted using the interest rate implied in the lease or, if that rate can not be determined immediately, the incremental loan rate of Company and its subsidiaries. Generally, the Company uses its incremental loan rate as the discount rate.
The Company has applied a judgment to determine the lease term of some contracts that include renewal options. The evaluation of whether the Company is reasonably certain to exercise these options has an impact on the term of the lease, which significantly affects the value of lease liabilities and recognizedright-of-use assets. The extension and termination options are included in several lease agreements throughout the Company. These terms are used to maximize operational flexibility in terms of contract management. Most of the extension and termination options exercised are exercisable by both participants (lessor and lessee).
Previously, the Company classified leases of railway infrastructure and rolling stock as operating leases in accordance with IAS 17. Some leases are adjusted by inflation indexes such asIGP-M or IPCA.
Lease liabilities were measured at the present value of the remaining payments, discounted by the incremental loan rate of the Company on January 1, 2019. The rights to use assets are measured:
| i. | At its book value as if IFRS 16 had been applied since the commencement date, discounted by the lessee’s incremental borrowing rate at the date of initial application—the company applied this approach to its larger property leases infrastructure , port and rolling stock; or |
| ii. | At the amount equivalent to the lease liability, adjusted for the amount of any prepayment or accumulated rent—the Company applied this approach to all other leases. |
The Company used the following practical arrangements when applying IFRS 16 to leases previously classified as operating leases in accordance with IAS 17:
| i. | It applied the exemption for not recognizingrights-of-use assets and liabilities for leases with terms less than 12 months. |
| ii. | Excluded the initial direct costs of measuring the right to use asset at the date of initial application. |
| iii. | It used late perception when determining the term of the lease if the contract contained options to extend or terminate the lease. |
Leases classified and previously recorded as finance leases under IAS 17 had the book value of the right to use the asset and the lease liability on January 1, 2019 determined by the carrying amount of the lease and liability assets lease immediately prior to that date. Extension and termination options are included in various lease agreements throughout the Company. These terms are used to maximize operational flexibility in terms of contract management. Most of the extension and termination options exercised are exercisable by both participants (lessor and lessee).
F-16
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
(c) | Impact on statement of financial position on January 1, 2019: |
| | | | |
| | January 1, 2019 | |
Current assets | | | | |
Other current assets | | | 1,526 | |
Non-current assets | | | | |
Othernon-current assets | | | 7,878 | |
Deferred tax assets | | | 41,709 | |
Right-of-use assets | | | 888,262 | |
| | | | |
Total onnon-current assets | | | 937,849 | |
| | | | |
Total on assets | | | 939,375 | |
Current liabilities | | | | |
Leases | | | (67,823 | ) |
Non-current liabilities | | | | |
Leases | | | (1,346,943 | ) |
| | | | |
Total on liabilities | | | (1,414,766 | ) |
Shareholders’ equity | | | | |
Retained earnings | | | 475,391 | |
| | | | |
Total on shareholders’ equity | | | 475,391 | |
When measuring lease liabilities for those leases previously classified as operating leases, the Company discounted lease payments using its incremental loan rate on January 1, 2019. The weighted average rates applied follow a range from 4.00% to 12.70% per year.
The joint ventures Raízen Energia S.A. and Raízen Combustíveis S.A. recognized the lease liability and the right to use asset at the date of the initial application for leases previously classified as operating leases, retrospectively, with cumulative effect. These joint ventures used as a practical expedient the use of a single discount rate on the lease portfolio with similar characteristics (Note 9).
3.2 | Other standards and interpretations effective as of January 1, 2019, without effects on the financial statements |
IFRIC Interpretation 23 Uncertainty over Income Tax Treatment
The Interpretation addresses the accounting of income taxes when tax treatment involves uncertainty that affects the application of IAS 12 and does not apply to taxes or charges outside the scope of IAS 12, nor does it specifically treatment of interest and penalties associated with uncertain taxes.
The Company is subject to examination by the tax authorities, with the five fiscal years open in general. The Company has audits in progress at various stages of completion, some of which may be completed within the next 12 months. However, at that time, the Company had no uncertainties regarding the treatment of income tax.
The Company has not identified effects of interpretation adoption IFRIC 23 that could affect the Company accounting policies and its interim consolidated financial statements.
F-17
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
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”).
Reported segments:
| i. | Raízen Energia: production and marketing of a variety of products derived from sugar cane, including raw sugar (Very High Polarization, or “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 “Shell” brand throughout Brazil, petroleum refining, the operation of fuel resellers, the manufacture and sale of automotive and industrial lubricants, and the production and sale of liquefied petroleum gas throughout Argentina; |
| iii. | Comgás: distribution of piped natural gas to part of the State of São Paulo to customers in the industrial, residential, commercial, automotive and cogeneration sectors; |
| iv. | Logistic: logistics services for rail transportation, storage and port loading of commodities, mainly for grains and sugar, leasing of locomotives, wagons and another railway equipment; and |
| v. | Moove: production and distribution of Mobil brand licensed lubricants in Brazil, Bolivia, Uruguay, Paraguay, Argentina, the United States and the European market, under the Comma brand for the European and Asian markets and corporate activities. |
Reconciliation:
| i. | Cosan Corporate: digital wallet platform and other investments, in addition to the corporate activities of the Company. The Cosan corporate segment includes the financing subsidiaries for the Cosan group. |
Although, Raízen Energia and Raízen Combustíveis are equity accounted joint ventures and are no longer proportionally consolidated, senior management continues to review segment information. A reconciliation of these segments is presented in the column “Deconsolidated effects”.
F-18
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | |
| | Reported segments | | | Reconciliation | | | Consolidated | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistic | | | Cosan Corporate | | | Deconsolidated effects | | | Segment elimination | |
| | Brazil | | | Argentina | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross sales | | | 8,106,015 | | | | 23,227,089 | | | | 4,601,197 | | | | 3,271,286 | | | | 1,370,626 | | | | 2,162,347 | | | | 26 | | | | (35,934,301 | ) | | | (14,958 | ) | | | 6,789,327 | |
Domestic market (i) | | | 2,898,959 | | | | 23,227,089 | | | | 4,601,197 | | | | 3,271,286 | | | | 1,232,257 | | | | 2,162,347 | | | | 26 | | | | (30,727,245 | ) | | | (14,958 | ) | | | 6,650,958 | |
External market (i) | | | 5,207,056 | | | | — | | | | — | | | | — | | | | 138,369 | | | | — | | | | — | | | | (5,207,056 | ) | | | — | | | | 138,369 | |
Net sales | | | 7,698,685 | | | | 22,261,306 | | | | 3,282,656 | | | | 2,585,530 | | | | 1,100,726 | | | | 2,059,864 | | | | 26 | | | | (33,242,647 | ) | | | (14,958 | ) | | | 5,731,188 | |
Cost of sales | | | (7,162,681 | ) | | | (21,353,241 | ) | | | (3,147,796 | ) | | | (1,666,191 | ) | | | (875,216 | ) | | | (1,238,323 | ) | | | (34 | ) | | | 31,663,718 | | | | 14,958 | | | | (3,764,806 | ) |
Gross profit | | | 536,004 | | | | 908,065 | | | | 134,860 | | | | 919,339 | | | | 225,510 | | | | 821,541 | | | | (8 | ) | | | (1,578,929 | ) | | | — | | | | 1,966,382 | |
Selling expenses | | | (209,861 | ) | | | (381,113 | ) | | | (172,944 | ) | | | (154,529 | ) | | | (136,483 | ) | | | (6,637 | ) | | | (3,000 | ) | | | 763,918 | | | | — | | | | (300,649 | ) |
General and administrative expenses | | | (172,273 | ) | | | (130,677 | ) | | | (34,961 | ) | | | (98,255 | ) | | | (45,126 | ) | | | (98,454 | )�� | | | (94,190 | ) | | | 337,911 | | | | — | | | | (336,025 | ) |
Other income (expenses), net | | | 84,228 | | | | 308,897 | | | | 24,498 | | | | (18,243 | ) | | | (93 | ) | | | 35,451 | | | | 519,579 | | | | (417,623 | ) | | | — | | | | 536,694 | |
Interest in earnings of associates | | | — | | | | (176,616 | ) | | | — | | | | — | | | | (24 | ) | | | 7,730 | | | | 946,926 | | | | 176,616 | | | | (944,943 | ) | | | 9,689 | |
Interest in earnings of joint ventures | | | 1,176 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 148,185 | | | | (1,176 | ) | | | — | | | | 148,185 | |
Financial results | | | (193,499 | ) | | | (10,294 | ) | | | (149,948 | ) | | | (26,682 | ) | | | (50,654 | ) | | | (300,110 | ) | | | (110,777 | ) | | | 353,741 | | | | — | | | | (488,223 | ) |
Finance expense | | | (325,151 | ) | | | (84,097 | ) | | | (24,013 | ) | | | (101,154 | ) | | | (3,513 | ) | | | (460,225 | ) | | | (277,552 | ) | | | 433,261 | | | | — | | | | (842,444 | ) |
Finance Income | | | 111,257 | | | | 77,202 | | | | 7,578 | | | | 74,532 | | | | (1,080 | ) | | | 62,353 | | | | 76,212 | | | | (196,037 | ) | | | — | | | | 212,017 | |
Foreign exchange losses, net | | | (152,702 | ) | | | (731,011 | ) | | | (216,273 | ) | | | (50,555 | ) | | | (59,852 | ) | | | (440,280 | ) | | | (388,348 | ) | | | 1,099,986 | | | | — | | | | (939,035 | ) |
Derivatives | | | 173,097 | | | | 727,612 | | | | 82,760 | | | | 50,495 | | | | 13,791 | | | | 538,042 | | | | 478,911 | | | | (983,469 | ) | | | — | | | | 1,081,239 | |
Income tax (expense) benefit | | | 1,698 | | | | (219,363 | ) | | | 21,879 | | | | (202,395 | ) | | | (1,872 | ) | | | (94,103 | ) | | | (89,125 | ) | | | 195,786 | | | | — | | | | (387,495 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | 47,473 | | | | 298,899 | | | | (176,616 | ) | | | 419,235 | | | | (8,742 | ) | | | 365,418 | | | | 1,317,590 | | | | (169,756 | ) | | | (944,943 | ) | | | 1,148,558 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | 19,204 | | | | 284,019 | | | | (176,616 | ) | | | 415,475 | | | | (9,604 | ) | | | 100,812 | | | | 1,290,812 | | | | | | | | (1,236,709 | ) | | | 560,786 | |
Non-controlling interests | | | 28,269 | | | | 14,880 | | | | — | | | | 3,760 | | | | 862 | | | | 264,606 | | | | 26,778 | | | | (126,607 | ) | | | 291,766 | | | | 587,772 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 47,473 | | | | 298,899 | | | | (176,616 | ) | | | 419,235 | | | | (8,742 | ) | | | 365,418 | | | | 1,317,590 | | | | (169,756 | ) | | | (944,943 | ) | | | 1,148,558 | |
Other select data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 584,381 | | | | 32,372 | | | | 119,623 | | | | 112,808 | | | | 36,233 | | | | 442,857 | | | | 558,776 | | | | (736,376 | ) | | | — | | | | 1,150,674 | |
EBITDA | | | 823,655 | | | | 560,928 | | | | 71,076 | | | | 761,120 | | | | 80,017 | | | | 1,202,488 | | | | 2,076,268 | | | | (1,455,659 | ) | | | (944,943 | ) | | | 3,174,950 | |
Additions to PP&E, intangible and contracts assets | | | 538,385 | | | | 108,152 | | | | 109,705 | | | | 207,814 | | | | 9,042 | | | | 396,670 | | | | 624,446 | | | | (756,242 | ) | | | — | | | | 1,237,972 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | 47,473 | | | | 298,899 | | | | (176,616 | ) | | | 419,235 | | | | (8,742 | ) | | | 365,418 | | | | 1,317,590 | | | | (169,756 | ) | | | (944,943 | ) | | | | |
Income tax and social contribution | | | (1,698 | ) | | | 219,363 | | | | (21,879 | ) | | | 202,395 | | | | 1,872 | | | | 94,103 | | | | 89,125 | | | | (195,786 | ) | | | — | | | | 1,148,558 | |
Financial results, net | | | 193,499 | | | | 10,294 | | | | 149,948 | | | | 26,682 | | | | 50,654 | | | | 300,110 | | | | 110,777 | | | | (353,741 | ) | | | — | | | | 488,223 | |
Depreciation and amortization | | | 584,381 | | | | 32,372 | | | | 119,623 | | | | 112,808 | | | | 36,233 | | | | 442,857 | | | | 558,776 | | | | (736,376 | ) | | | — | | | | 1,150,674 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 823,655 | | | | 560,928 | | | | 71,076 | | | | 761,120 | | | | 80,017 | | | | 1,202,488 | | | | 2,076,268 | | | | (1,455,659 | ) | | | (944,943 | ) | | | 3,174,950 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | Domestic markets: sales within the countries where each entity is located; external markets: sales export. |
F-19
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2019 to September 30, 2019 | |
| | Reported segments | | | Reconciliation | | | Consolidated | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment elimination | |
| | Brazil | | | Argentina | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross sales | | | 22,081,963 | | | | 67,407,406 | | | | 13,353,554 | | | | 8,834,886 | | | | 3,908,540 | | | | 5,706,374 | | | | 343 | | | | (102,842,923 | ) | | | (23,562 | ) | | | 18,426,581 | |
Domestic market (i) | | | 16,874,907 | | | | 67,407,406 | | | | 13,353,554 | | | | 8,834,886 | | | | 3,770,171 | | | | 5,706,374 | | | | 343 | | | | (97,635,867 | ) | | | (23,562 | ) | | | 18,288,212 | |
External market (i) | | | 5,207,056 | | | | — | | | | — | | | | — | | | | 138,369 | | | | — | | | | — | | | | (5,207,056 | ) | | | — | | | | 138,369 | |
Net sales | | | 20,902,814 | | | | 64,320,662 | | | | 9,495,561 | | | | 6,984,381 | | | | 3,139,549 | | | | 5,423,550 | | | | 341 | | | | (94,719,037 | ) | | | (23,562 | ) | | | 15,524,259 | |
Cost of sales | | | (19,504,145 | ) | | | (61,683,213 | ) | | | (8,733,206 | ) | | | (4,715,989 | ) | | | (2,486,495 | ) | | | (3,532,491 | ) | | | (66 | ) | | | 89,920,564 | | | | 23,562 | | | | (10,711,479 | ) |
Gross profit | | | 1,398,669 | | | | 2,637,449 | | | | 762,356 | | | | 2,268,392 | | | | 653,054 | | | | 1,891,059 | | | | 275 | | | | (4,798,474 | ) | | | — | | | | 4,812,780 | |
Selling expenses | | | (617,519 | ) | | | (1,110,162 | ) | | | (503,288 | ) | | | (455,855 | ) | | | (369,250 | ) | | | (2,222 | ) | | | (5,248 | ) | | | 2,230,969 | | | | — | | | | (832,575 | ) |
General and administrative expenses | | | (447,699 | ) | | | (382,421 | ) | | | (98,225 | ) | | | (271,366 | ) | | | (122,482 | ) | | | (270,064 | ) | | | (213,295 | ) | | | 928,345 | | | | — | | | | (877,207 | ) |
Other income (expenses), net | | | 132,681 | | | | 686,761 | | | | 73,329 | | | | 2,676 | | | | (24 | ) | | | 8,435 | | | | 523,923 | | | | (892,771 | ) | | | — | | | | 535,010 | |
Interest in earnings of associates | | | — | | | | (14,630 | ) | | | — | | | | — | | | | 928 | | | | 16,305 | | | | 1,967,092 | | | | 14,630 | | | | (1,994,348 | ) | | | (10,023 | ) |
Interest in earnings of joint ventures | | | (3,082 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 510,428 | | | | 3,082 | | | | — | | | | 510,428 | |
Financial results | | | (592,500 | ) | | | (82,994 | ) | | | (273,981 | ) | | | (116,056 | ) | | | (40,723 | ) | | | (883,170 | ) | | | (286,654 | ) | | | 949,475 | | | | — | | | | (1,326,603 | ) |
Finance expense | | | (1,085,403 | ) | | | (556,271 | ) | | | (55,918 | ) | | | (300,611 | ) | | | (30,009 | ) | | | (1,520,252 | ) | | | (921,745 | ) | | | 1,697,592 | | | | — | | | | (2,772,617 | ) |
Finance Income | | | 358,936 | | | | 228,855 | | | | 19,957 | | | | 184,646 | | | | 17,076 | | | | 149,582 | | | | 179,583 | | | | (607,748 | ) | | | — | | | | 530,887 | |
Foreign exchange losses, net | | | (98,946 | ) | | | (545,050 | ) | | | (287,665 | ) | | | (44,638 | ) | | | (48,419 | ) | | | (380,925 | ) | | | (357,940 | ) | | | 931,661 | | | | — | | | | (831,922 | ) |
Derivatives | | | 232,913 | | | | 789,472 | | | | 49,645 | | | | 44,547 | | | | 20,629 | | | | 868,425 | | | | 813,448 | | | | (1,072,030 | ) | | | — | | | | 1,747,049 | |
Income tax (expense) benefit | | | 65,527 | | | | (539,311 | ) | | | 25,180 | | | | (482,200 | ) | | | (34,803 | ) | | | (183,534 | ) | | | (25,623 | ) | | | 448,604 | | | | — | | | | (726,160 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | (63,923 | ) | | | 1,194,692 | | | | (14,629 | ) | | | 945,591 | | | | 86,700 | | | | 576,809 | | | | 2,470,898 | | | | (1,116,140 | ) | | | (1,994,348 | ) | | | 2,085,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Parent | | | (106,607 | ) | | | 1,144,644 | | | | (14,629 | ) | | | 911,202 | | | | 84,244 | | | | 158,542 | | | | 2,420,939 | | | | (1,023,408 | ) | | | (2,615,524 | ) | | | 959,403 | |
Non-controlling interests | | | 42,684 | | | | 50,048 | | | | — | | | | 34,389 | | | | 2,456 | | | | 418,267 | | | | 49,959 | | | | (92,732 | ) | | | 621,176 | | | | 1,126,247 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (63,923 | ) | | | 1,194,692 | | | | (14,629 | ) | | | 945,591 | | | | 86,700 | | | | 576,809 | | | | 2,470,898 | | | | (1,116,140 | ) | | | (1,994,348 | ) | | | 2,085,650 | |
Other select data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,816,107 | | | | 266,221 | | | | 222,153 | | | | 343,414 | | | | 77,311 | | | | 1,282,291 | | | | 10,462 | | | | (2,304,481 | ) | | | — | | | | 1,713,478 | |
EBITDA | | | 2,279,157 | | | | 2,083,218 | | | | 456,325 | | | | 1,887,261 | | | | 239,537 | | | | 2,925,804 | | | | 2,793,637 | | | | (4,818,700 | ) | | | (1,994,348 | ) | | | 5,851,891 | |
Additions to PP&E, intangible and Contracts assets | | | 2,246,140 | | | | 265,263 | | | | 255,542 | | | | 528,201 | | | | 18,443 | | | | 1,378,007 | | | | 7,183 | | | | (2,766,945 | ) | | | — | | | | 1,931,834 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (63,923 | ) | | | 1,194,692 | | | | (14,629 | ) | | | 945,591 | | | | 86,700 | | | | 576,809 | | | | 2,470,898 | | | | (1,116,140 | ) | | | (1,994,348 | ) | | | 2,085,650 | |
Income tax and social contribution | | | (65,527 | ) | | | 539,311 | | | | (25,180 | ) | | | 482,200 | | | | 34,803 | | | | 183,534 | | | | 25,623 | | | | (448,604 | ) | | | — | | | | 726,160 | |
Financial results, net | | | 592,500 | | | | 82,994 | | | | 273,981 | | | | 116,056 | | | | 40,723 | | | | 883,170 | | | | 286,654 | | | | (949,475 | ) | | | — | | | | 1,326,603 | |
Depreciation and amortization | | | 1,816,107 | | | | 266,221 | | | | 222,153 | | | | 343,414 | | | | 77,311 | | | | 1,282,291 | | | | 10,462 | | | | (2,304,481 | ) | | | — | | | | 1,713,478 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 2,279,157 | | | | 2,083,218 | | | | 456,325 | | | | 1,887,261 | | | | 239,537 | | | | 2,925,804 | | | | 2,793,637 | | | | (4,818,700 | ) | | | (1,994,348 | ) | | | 5,851,891 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-20
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | July 1, 2018 to September 30, 2018 | |
| | Reported segments | | | Reconciliation | | | | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment eliminations | | | Consolidated | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross sales | | | 4,335,714 | | | | 20,505,098 | | | | 2,059,872 | | | | 1,078,758 | | | | 1,764,201 | | | | 31 | | | | (24,840,812 | ) | | | — | | | | 4,902,862 | |
Domestic market (i) | | | 4,409,458 | | | | 21,053,118 | | | | 1,900,984 | | | | 989,144 | | | | 1,798,315 | | | | 407 | | | | (25,462,576 | ) | | | (11,602 | ) | | | 4,677,248 | |
External market (i) | | | 1,042,598 | | | | — | | | | — | | | | 22,373 | | | | 78,796 | | | | — | | | | (1,042,598 | ) | | | — | | | | 101,169 | |
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 | |
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 | ) |
Gross profit | | | 352,532 | | | | 869,326 | | | | 523,696 | | | | 172,420 | | | | 678,266 | | | | (2,164 | ) | | | (1,221,858 | ) | | | — | | | | 1,372,218 | |
Selling expenses | | | (255,646 | ) | | | (319,826 | ) | | | (155,308 | ) | | | (97,683 | ) | | | (1,980 | ) | | | (215 | ) | | | 575,472 | | | | — | | | | (255,186 | ) |
General and administrative expenses | | | (171,376 | ) | | | (117,278 | ) | | | (89,259 | ) | | | (33,001 | ) | | | (77,680 | ) | | | (42,615 | ) | | | 288,654 | | | | — | | | | (242,555 | ) |
Other income (expense), net | | | (9,478 | ) | | | 84,858 | | | | (7,816 | ) | | | (110 | ) | | | (4,500 | ) | | | (32,280 | ) | | | (75,380 | ) | | | — | | | | (44,706 | ) |
Financial results | | | (114,658 | ) | | | (181,008 | ) | | | (55,430 | ) | | | (10,629 | ) | | | (257,452 | ) | | | (200,153 | ) | | | 295,666 | | | | — | | | | (523,664 | ) |
Finance expense | | | (298,060 | ) | | | (213,760 | ) | | | (151,674 | ) | | | (9,611 | ) | | | (429,617 | ) | | | (337,015 | ) | | | 511,820 | | | | 1,925 | | | | (925,992 | ) |
Finance income | | | 143,662 | | | | 50,188 | | | | 96,284 | | | | 222 | | | | 54,856 | | | | 30,540 | | | | (193,850 | ) | | | (1,925 | ) | | | 179,977 | |
Foreign exchange losses, net | | | (44,948 | ) | | | (188,678 | ) | | | (30,811 | ) | | | (11,677 | ) | | | (187,044 | ) | | | (179,118 | ) | | | 233,626 | | | | — | | | | (408,650 | ) |
Derivatives | | | 84,688 | | | | 171,242 | | | | 30,771 | | | | 10,437 | | | | 304,353 | | | | 285,440 | | | | (255,930 | ) | | | — | | | | 631,001 | |
Interest in earnings of associates | | | (7,366 | ) | | | 2 | | | | — | | | | (3,946 | ) | | | 3,254 | | | | 224,770 | | | | 7,364 | | | | (222,688 | ) | | | 1,390 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 84,089 | | | | — | | | | — | | | | 84,089 | |
Income tax expense benefit | | | 106,712 | | | | (48,220 | ) | | | (48,508 | ) | | | (8,350 | ) | | | (111,781 | ) | | | 64,972 | | | | (58,492 | ) | | | — | | | | (103,667 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | (99,280 | ) | | | 287,854 | | | | 167,375 | | | | 18,701 | | | | 228,127 | | | | 96,404 | | | | (188,574 | ) | | | (222,688 | ) | | | 287,919 | |
Total net income attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | (107,154 | ) | | | 275,338 | | | | 134,098 | | | | 18,320 | | | | 63,817 | | | | 96,127 | | | | (168,184 | ) | | | (249,365 | ) | | | 62,997 | |
Non-controlling interests | | | 7,874 | | | | 12,516 | | | | 33,277 | | | | 381 | | | | 164,310 | | | | 277 | | | | (20,390 | ) | | | 26,677 | | | | 224,922 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (99,280 | ) | | | 287,854 | | | | 167,375 | | | | 18,701 | | | | 228,127 | | | | 96,404 | | | | (188,574 | ) | | | (222,688 | ) | | | 287,919 | |
Other selected data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 620,004 | | | | 45,222 | | | | 116,293 | | | | 22,095 | | | | 354,659 | | | | 2,863 | | | | (665,226 | ) | | | — | | | | 495,910 | |
EBITDA | | | 528,670 | | | | 562,304 | | | | 387,606 | | | | 59,775 | | | | 952,019 | | | | 234,448 | | | | (1,090,974 | ) | | | (222,688 | ) | | | 1,411,160 | |
Additions to PP&E, intangible and biological assets | | | 462,612 | | | | 53,794 | | | | 130,398 | | | | 11,121 | | | | 536,516 | | | | 1,963 | | | | (516,406 | ) | | | — | | | | 679,998 | |
Reconciliation of EBITDA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) for the period | | | (99,280 | ) | | | 287,854 | | | | 167,375 | | | | 18,701 | | | | 228,127 | | | | 96,404 | | | | (188,574 | ) | | | (222,688 | ) | | | 287,919 | |
Income tax and social contribution | | | (106,712 | ) | | | 48,220 | | | | 48,508 | | | | 8,350 | | | | 111,781 | | | | (64,972 | ) | | | 58,492 | | | | — | | | | 103,667 | |
Financial result, net | | | 114,658 | | | | 181,008 | | | | 55,430 | | | | 10,629 | | | | 257,452 | | | | 200,153 | | | | (295,666 | ) | | | — | | | | 523,664 | |
Depreciation and amortization | | | 620,004 | | | | 45,222 | | | | 116,293 | | | | 22,095 | | | | 354,659 | | | | 2,863 | | | | (665,226 | ) | | | — | | | | 495,910 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 528,670 | | | | 562,304 | | | | 387,606 | | | | 59,775 | | | | 952,019 | | | | 234,448 | | | | (1,090,974 | ) | | | (222,688 | ) | | | 1,411,160 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-21
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2018 to September 30, 2018 | |
| | Reported segments | | | Reconciliation | | | | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistic | | | Cosan Corporate | | | Deconsolidated effects | | | Segment eliminations | | | Consolidated | |
Statement of profit or loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross sales | | | 9,233,103 | | | | 40,871,892 | | | | 3,910,209 | | | | 2,006,970 | | | | 3,246,798 | | | | 492 | | | | (50,104,995 | ) | | | (8 | ) | | | 9,164,461 | |
Domestic market (i) | | | 9,952,512 | | | | 60,142,694 | | | | 4,924,663 | | | | 2,526,111 | | | | 4,723,204 | | | | 836 | | | | (70,095,206 | ) | | | (30,265 | ) | | | 12,144,549 | |
External market (i) | | | 4,104,036 | | | | — | | | | — | | | | 36,651 | | | | 215,136 | | | | — | | | | (4,104,036 | ) | | | — | | | | 251,787 | |
Net sales | | | 14,056,548 | | | | 60,142,694 | | | | 4,924,663 | | | | 2,562,762 | | | | 4,938,340 | | | | 836 | | | | (74,199,242 | ) | | | 30,265 | | | | 12,456,866 | |
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 | ) | | | (8,892,706 | ) |
Gross profit | | | 1,221,644 | | | | 2,612,244 | | | | 1,464,576 | | | | 479,103 | | | | 1,622,357 | | | | (1,876 | ) | | | (3,833,888 | ) | | | — | | | | 3,564,160 | |
Selling expenses | | | (595,692 | ) | | | (1,004,754 | ) | | | (461,864 | ) | | | (277,494 | ) | | | (8,215 | ) | | | (214 | ) | | | 1,600,446 | | | | — | | | | (747,787 | ) |
General and administrative expenses | | | (500,750 | ) | | | (367,610 | ) | | | (247,855 | ) | | | (92,436 | ) | | | (215,476 | ) | | | (136,493 | ) | | | 868,360 | | | | — | | | | (692,260 | ) |
Other income (expense), net | | | 149,814 | | | | 281,650 | | | | (12,133 | ) | | | (4,205 | ) | | | (13,039 | ) | | | (58,849 | ) | | | (431,464 | ) | | | — | | | | (88,226 | ) |
Financial results | | | (266,600 | ) | | | (513,450 | ) | | | (142,985 | ) | | | (14,327 | ) | | | (1,065,843 | ) | | | (565,022 | ) | | | 780,050 | | | | — | | | | (1,788,177 | ) |
Finance expense | | | (743,830 | ) | | | (249,470 | ) | | | (383,558 | ) | | | (26,901 | ) | | | (1,070,437 | ) | | | (462,597 | ) | | | 993,300 | | | | 5,200 | | | | (1,938,293 | ) |
Finance income | | | 453,730 | | | | 148,812 | | | | 239,017 | | | | 5,494 | | | | 181,741 | | | | 106,016 | | | | (602,542 | ) | | | (5,200 | ) | | | 527,068 | |
Foreign exchange losses, net | | | (180,070 | ) | | | (1,042,830 | ) | | | (118,637 | ) | | | (30,968 | ) | | | (820,184 | ) | | | (906,597 | ) | | | 1,222,900 | | | | — | | | | (1,876,386 | ) |
Derivatives | | | 203,570 | | | | 630,038 | | | | 120,193 | | | | 38,048 | | | | 643,037 | | | | 698,156 | | | | (833,608 | ) | | | — | | | | 1,499,434 | |
Interest in earnings of associates | | | (12,924 | ) | | | 2 | | | | — | | | | 230 | | | | 8,419 | | | | 608,297 | | | | 12,922 | | | | (599,918 | ) | | | 17,028 | |
Interest in earnings of joint ventures | | | — | | | | — | | | | — | | | | — | | | | — | | | | 432,202 | | | | — | | | | — | | | | 432,202 | |
Income tax expense benefit | | | 116,368 | | | | (213,378 | ) | | | (179,497 | ) | | | (24,672 | ) | | | (192,808 | ) | | | 210,576 | | | | 97,010 | | | | — | | | | (186,401 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit (loss) from continuing operations | | | 111,860 | | | | 794,704 | | | | 420,242 | | | | 66,199 | | | | 135,395 | | | | 488,621 | | | | (906,564 | ) | | | (599,918 | ) | | | 510,539 | |
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 | |
Non-controlling interests | | | 7,868 | | | | 32,912 | | | | 84,014 | | | | 537 | | | | 98,479 | | | | 4,996 | | | | (40,780 | ) | | | 130,530 | | | | 318,556 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 111,860 | | | | 794,704 | | | | 420,242 | | | | 66,199 | | | | 135,395 | | | | 488,621 | | | | (906,564 | ) | | | (599,918 | ) | | | 510,539 | |
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 | |
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 | |
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 | |
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 | |
Income tax and social contribution | | | (116,368 | ) | | | 213,378 | | | | 179,497 | | | | 24,672 | | | | 192,808 | | | | (210,576 | ) | | | (97,010 | ) | | | — | | | | 186,401 | |
Financial result, net | | | 266,600 | | | | 513,450 | | | | 142,985 | | | | 14,327 | | | | 1,065,843 | | | | 565,022 | | | | (780,050 | ) | | | — | | | | 1,788,177 | |
Depreciation and amortization | | | 1,661,696 | | | | 146,012 | | | | 350,064 | | | | 71,426 | | | | 1,051,716 | | | | 10,654 | | | | (1,807,708 | ) | | | — | | | | 1,483,860 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-22
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2019 | |
| | Reported segments | | | Reconciliation | | | Consolidated | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logístics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment elimination | |
| | Brazil | | | Argentina | |
Statement of financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 2,981,098 | | | | 1,578,192 | | | | 356,619 | | | | 1,715,479 | | | | 721,908 | | | | 1,395,258 | | | | 2,580,426 | | | | (4,915,909 | ) | | | — | | | | 6,413,071 | |
Marketable securities | | | — | | | | — | | | | — | | | | 960,282 | | | | 21,671 | | | | 1,182,819 | | | | 188,661 | | | | — | | | | — | | | | 2,353,433 | |
Trade receivables | | | 1,284,181 | | | | 2,362,580 | | | | 465,681 | | | | 1,057,419 | | | | 540,949 | | | | 456,679 | | | | (509 | ) | | | (4,112,442 | ) | | | — | | | | 2,054,538 | |
Derivative financial instruments | | | 2,164,002 | | | | 1,228,406 | | | | 66,180 | | | | 409,320 | | | | 40,735 | | | | 1,816,462 | | | | 2,065,552 | | | | (3,458,588 | ) | | | — | | | | 4,332,069 | |
Inventories | | | 4,181,824 | | | | 2,630,733 | | | | 1,134,503 | | | | 60,527 | | | | 448,504 | | | | 284,752 | | | | 12,469 | | | | (7,947,060 | ) | | | — | | | | 806,252 | |
Other financial assets | | | 436,510 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 473,203 | | | | (436,510 | ) | | | — | | | | 473,203 | |
Other current assets | | | 5,519,765 | | | | 4,340,858 | | | | 940,521 | | | | 340,648 | | | | 207,265 | | | | 507,589 | | | | 868,103 | | | | (10,801,144 | ) | | | (336,726 | ) | | | 1,586,879 | |
Othernon-current assets | | | 3,980,252 | | | | 3,921,578 | | | | 51,489 | | | | 497,258 | | | | 883,388 | | | | 2,754,186 | | | | 1,678,667 | | | | (7,953,319 | ) | | | (1,146,992 | ) | | | 4,666,507 | |
Investments in associates | | | — | | | | 2,561,390 | | | | — | | | | — | | | | 15,472 | | | | 46,939 | | | | 15,529,262 | | | | (2,561,390 | ) | | | (15,207,913 | ) | | | 383,760 | |
Investments in joint ventures | | | 587,103 | | | | 18,160 | | | | 285 | | | | — | | | | — | | | | — | | | | 7,558,291 | | | | (605,548 | ) | | | — | | | | 7,558,291 | |
Biological assets | | | 725,238 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | - | | | | (725,238 | ) | | | — | | | | - | |
Property, plant and equipment | | | 11,231,888 | | | | 2,601,216 | | | | 3,457,729 | | | | — | | | | 305,319 | | | | 11,460,789 | | | | 161,664 | | | | (17,290,833 | ) | | | — | | | | 11,927,772 | |
Intangible assets and goodwill | | | 3,616,953 | | | | 2,551,564 | | | | 9,171 | | | | 8,305,977 | | | | 1,165,985 | | | | 7,397,306 | | | | 11,168 | | | | (6,177,688 | ) | | | — | | | | 16,880,436 | |
Right-of-use assets | | | 4,153,996 | | | | 108,822 | | | | 483,462 | | | | 10,836 | | | | 23,417 | | | | 4,424,283 | | | | 32,040 | | | | (4,746,280 | ) | | | — | | | | 4,490,576 | |
Loans, borrowings and debentures | | | (13,569,042 | ) | | | (5,914,569 | ) | | | (1,049,303 | ) | | | (3,433,200 | ) | | | (788,159 | ) | | | (10,899,495 | ) | | | (11,887,104 | ) | | | 20,532,914 | | | | — | | | | (27,007,958 | ) |
Derivative financial instruments | | | (1,476,243 | ) | | | (110,266 | ) | | | — | | | | — | | | | (77 | ) | | | — | | | | (55,909 | ) | | | 1,586,509 | | | | — | | | | (55,986 | ) |
Trade payables | | | (5,007,701 | ) | | | (2,368,464 | ) | | | (1,246,012 | ) | | | (1,177,151 | ) | | | (580,297 | ) | | | (434,644 | ) | | | (5,781 | ) | | | 8,622,177 | | | | — | | | | (2,197,873 | ) |
Employee benefits payable | | | (414,310 | ) | | | (71,051 | ) | | | (41,863 | ) | | | (59,500 | ) | | | (63,985 | ) | | | (246,891 | ) | | | (23,482 | ) | | | 527,224 | | | | — | | | | (393,858 | ) |
Preferred shareholders payable in subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (744,455 | ) | | | — | | | | — | | | | (744,455 | ) |
Lease | | | (3,453,326 | ) | | | — | | | | — | | | | (11,444 | ) | | | (41,707 | ) | | | (4,539,141 | ) | | | (32,818 | ) | | | 3,453,326 | | | | — | | | | (4,625,110 | ) |
Other current liabilities | | | (4,441,350 | ) | | | (6,394,349 | ) | | | (367,577 | ) | | | (623,249 | ) | | | (548,192 | ) | | | (672,691 | ) | | | (573,091 | ) | | | 11,203,276 | | | | 391,222 | | | | (2,026,001 | ) |
Othernon-current liabilities | | | (1,997,278 | ) | | | (4,039,525 | ) | | | (1,699,210 | ) | | | (1,943,262 | ) | | | (651,488 | ) | | | (6,522,449 | ) | | | (2,250,609 | ) | | | 7,736,013 | | | | 1,092,496 | | | | (10,275,312 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 10,503,560 | | | | 5,005,275 | | | | 2,561,675 | | | | 6,109,940 | | | | 1,700,708 | | | | 8,411,751 | | | | 15,585,748 | | | | (18,070,510 | ) | | | (15,207,913 | ) | | | 16,600,234 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 40,862,810 | | | | 23,903,499 | | | | 6,965,640 | | | | 13,357,746 | | | | 4,374,613 | | | | 31,727,062 | | | | 31,158,997 | | | | (71,731,949 | ) | | | (16,691,631 | ) | | | 63,926,787 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ equity attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributable to owners of the Company | | | 10,433,445 | | | | 4,748,137 | | | | 2,561,675 | | | | 6,057,906 | | | | 1,226,733 | | | | 1,705,730 | | | | 15,578,304 | | | | (17,743,257 | ) | | | (19,076,879 | ) | | | 5,491,794 | |
Non-controlling interests | | | 70,115 | | | | 257,138 | | | | — | | | | 52,034 | | | | 473,975 | | | | 6,706,021 | | | | 7,444 | | | | (327,253 | ) | | | 3,868,966 | | | | 11,108,440 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 10,503,560 | | | | 5,005,275 | | | | 2,561,675 | | | | 6,109,940 | | | | 1,700,708 | | | | 8,411,751 | | | | 15,585,748 | | | | (18,070,510 | ) | | | (15,207,913 | ) | | | 16,600,234 | |
F-23
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2018 | |
| | Reported segments | | | Reconciliation | | | | |
| | Raízen Energia | | | Raízen Combustíveis | | | Comgás | | | Moove | | | Logistics | | | Cosan Corporate | | | Deconsolidated effects | | | Segment elimination | | | Consolidated | |
| | Brazil | | | Argentina | |
Statement of financial position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 2,437,571 | | | | 864,105 | | | | 490,960 | | | | 602,618 | | | | 206,702 | | | | 143,710 | | | | 2,668,768 | | | | (3,792,636 | ) | | | — | | | | 3,621,798 | |
Marketable securities | | | — | | | | — | | | | — | | | | 1,124,723 | | | | 13,033 | | | | 2,843,435 | | | | 221,644 | | | | — | | | | — | | | | 4,202,835 | |
Trade receivables | | | 1,061,297 | | | | 2,747,503 | | | | 372,202 | | | | 695,147 | | | | 446,645 | | | | 438,062 | | | | 8,338 | | | | (4,181,002 | ) | | | — | | | | 1,588,192 | |
Derivative financial instruments | | | 1,956,616 | | | | 639,976 | | | | — | | | | 368,928 | | | | 29,976 | | | | 892,461 | | | | 1,257,492 | | | | (2,596,592 | ) | | | — | | | | 2,548,857 | |
Inventories | | | 3,618,573 | | | | 2,078,003 | | | | 1,284,087 | | | | 65,259 | | | | 385,901 | | | | 263,386 | | | | 1,744 | | | | (6,980,663 | ) | | | — | | | | 716,290 | |
Other financial assets | | | 516,519 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (516,519 | ) | | | — | | | | — | |
Other current assets | | | 3,203,838 | | | | 3,045,745 | | | | 1,122,633 | | | | 641,042 | | | | 161,076 | | | | 413,267 | | | | 1,016,569 | | | | (7,372,216 | ) | | | (540,745 | ) | | | 1,691,209 | |
Othernon-current assets | | | 4,141,547 | | | | 3,508,485 | | | | 66,117 | | | | 282,572 | | | | 750,088 | | | | 2,693,158 | | | | 1,536,566 | | | | (7,716,149 | ) | | | (1,117,633 | ) | | | 4,144,751 | |
Investments in associates | | | — | | | | (266 | ) | | | 266 | | | | — | | | | 13,799 | | | | 44,001 | | | | 13,111,569 | | | | — | | | | (12,790,850 | ) | | | 378,519 | |
Investments in joint ventures | | | 567,785 | | | | 266 | | | | — | | | | — | | | | — | | | | — | | | | 8,077,907 | | | | (568,051 | ) | | | — | | | | 8,077,907 | |
Biological assets | | | 740,473 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (740,473 | ) | | | — | | | | — | |
Property, plant and equipment | | | 10,912,819 | | | | 2,292,355 | | | | 3,182,272 | | | | — | | | | 321,746 | | | | 11,916,818 | | | | 179,258 | | | | (16,387,446 | ) | | | — | | | | 12,417,822 | |
Intangible assets and goodwill | | | 3,626,819 | | | | 2,513,923 | | | | 8,591 | | | | 8,279,593 | | | | 1,191,627 | | | | 7,493,882 | | | | 7,434 | | | | (6,149,333 | ) | | | — | | | | 16,972,536 | |
Loans, borrowings and debentures | | | (12,702,418 | ) | | | (4,665,127 | ) | | | (971,268 | ) | | | (3,651,545 | ) | | | (759,169 | ) | | | (10,594,381 | ) | | | (7,569,218 | ) | | | 18,338,813 | | | | — | | | | (22,574,313 | ) |
Derivative financial instruments | | | (1,223,260 | ) | | | (31,469 | ) | | | — | | | | — | | | | (3,880 | ) | | | — | | | | (21,834 | ) | | | 1,254,729 | | | | — | | | | (25,714 | ) |
Trade payables | | | (3,090,299 | ) | | | (1,603,481 | ) | | | (1,003,917 | ) | | | (1,012,895 | ) | | | (452,300 | ) | | | (451,637 | ) | | | (7,088 | ) | | | 5,697,697 | | | | — | | | | (1,923,920 | ) |
Employee benefits payable | | | (343,670 | ) | | | (73,481 | ) | | | (36,829 | ) | | | (63,520 | ) | | | (37,850 | ) | | | (207,397 | ) | | | (31,201 | ) | | | 453,980 | | | | — | | | | (339,968 | ) |
Preferred shareholders payable in subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,097,490 | ) | | | — | | | | — | | | | (1,097,490 | ) |
Lease | | | — | | | | — | | | | — | | | | — | | | | — | | | | (553,350 | ) | | | — | | | | — | | | | — | | | | (553,350 | ) |
Other current liabilities | | | (2,448,741 | ) | | | (4,520,490 | ) | | | (624,633 | ) | | | (159,060 | ) | | | (499,759 | ) | | | (770,695 | ) | | | (849,832 | ) | | | 7,593,864 | | | | 542,092 | | | | (1,737,254 | ) |
Othernon-current liabilities | | | (1,305,251 | ) | | | (5,028,754 | ) | | | (834,456 | ) | | | (2,009,997 | ) | | | (794,110 | ) | | | (6,263,836 | ) | | | (2,187,599 | ) | | | 7,168,461 | | | | 1,116,191 | | | | (10,139,351 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets (net of liabilities) allocated by segment | | | 11,670,218 | | | | 1,767,293 | | | | 3,056,025 | | | | 5,162,865 | | | | 973,525 | | | | 8,300,884 | | | | 16,323,027 | | | | (16,493,536 | ) | | | (12,790,945 | ) | | | 17,969,356 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 32,783,857 | | | | 17,690,095 | | | | 6,527,128 | | | | 12,059,882 | | | | 3,520,593 | | | | 27,142,180 | | | | 28,087,289 | | | | (57,001,080 | ) | | | (14,449,228 | ) | | | 56,360,716 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributable to owners of the Company | | | 11,632,885 | | | | 1,533,603 | | | | 3,056,025 | | | | 4,175,508 | | | | 966,465 | | | | 1,661,512 | | | | 16,322,616 | | | | (16,222,513 | ) | | | (16,511,698 | ) | | | 6,614,403 | |
Non-controlling interests | | | 37,333 | | | | 233,690 | | | | — | | | | 987,357 | | | | 7,060 | | | | 6,639,372 | | | | 411 | | | | (271,023 | ) | | | 3,720,753 | | | | 11,354,953 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 11,670,218 | | | | 1,767,293 | | | | 3,056,025 | | | | 5,162,865 | | | | 973,525 | | | | 8,300,884 | | | | 16,323,027 | | | | (16,493,536 | ) | | | (12,790,945 | ) | | | 17,969,356 | |
F-24
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Reported segment | | | | | | | | | | | | | | | | |
Raízen Energia | | | | | | | | | | | | | | | | |
Ethanol | | | 3,031,393 | | | | 7,894,039 | | | | 2,055,707 | | | | 6,103,725 | |
Sugar | | | 593,659 | | | | 2,926,573 | | | | 1,022,944 | | | | 3,102,638 | |
Gas | | | 1,056,161 | | | | 2,411,100 | | | | 94,335 | | | | 491,126 | |
Diesel | | | 1,825,320 | | | | 4,761,504 | | | | 1,042,233 | | | | 2,164,923 | |
Cogeneration | | | 1,151,721 | | | | 2,798,869 | | | | 1,181,989 | | | | 1,594,923 | |
Other | | | 40,431 | | | | 110,729 | | | | 54,848 | | | | 599,213 | |
| | | | | | | | | | | | | | | | |
| | | 7,698,685 | | | | 20,902,814 | | | | 5,452,056 | | | | 14,056,548 | |
Raízen Combustíveis | | | | | | | | | | | | | | | | |
Fuels | | | 25,122,039 | | | | 72,637,253 | | | | 21,053,118 | | | | 60,142,694 | |
Other | | | 421,923 | | | | 1,178,970 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 25,543,962 | | | | 73,816,223 | | | | 21,053,118 | | | | 60,142,694 | |
Comgás | | | | | | | | | | | | | | | | |
Industrial | | | 1,594,044 | | | | 4,494,613 | | | | 1,219,122 | | | | 3,178,540 | |
Residential | | | 432,476 | | | | 951,429 | | | | 291,761 | | | | 720,787 | |
Cogeneration | | | 109,951 | | | | 324,071 | | | | 88,486 | | | | 219,012 | |
Automotive | | | 90,483 | | | | 258,433 | | | | 67,473 | | | | 185,625 | |
Commercial | | | 140,068 | | | | 369,576 | | | | 106,339 | | | | 278,624 | |
Construction revenue | | | 199,730 | | | | 541,780 | | | | 106,781 | | | | 292,451 | |
Other | | | 18,778 | | | | 44,479 | | | | 21,022 | | | | 49,624 | |
| | | | | | | | | | | | | | | | |
| | | 2,585,530 | | | | 6,984,381 | | | | 1,900,984 | | | | 4,924,663 | |
Moove | | | | | | | | | | | | | | | | |
Finished goods | | | 710,206 | | | | 2,230,010 | | | | 918,263 | | | | 2,302,374 | |
Basic oil | | | 55,747 | | | | 144,238 | | | | 86,245 | | | | 236,311 | |
Services | | | 334,773 | | | | 765,301 | | | | 7,009 | | | | 24,077 | |
| | | | | | | | | | | | | | | | |
| | | 1,100,726 | | | | 3,139,549 | | | | 1,011,517 | | | | 2,562,762 | |
Logistics | | | | | | | | | | | | | | | | |
North operations | | | 1,546,367 | | | | 4,070,329 | | | | 1,405,529 | | | | 3,669,554 | |
South operations | | | 433,961 | | | | 1,134,194 | | | | 400,301 | | | | 1,077,646 | |
Container operations | | | 79,536 | | | | 219,027 | | | | 71,281 | | | | 191,140 | |
| | | | | | | | | | | | | | | | |
| | | 2,059,864 | | | | 5,423,550 | | | | 1,877,111 | | | | 4,938,340 | |
Reconciliation | | | | | | | | | | | | | | | | |
Cosan Corporate | | | 26 | | | | 341 | | | | 408 | | | | 838 | |
| | | | | | | | | | | | | | | | |
Deconsolidated effects and eliminations | | | (33,257,605 | ) | | | (94,742,599 | ) | | | (26,516,776 | ) | | | (74,229,507 | ) |
| | | | | | | | | | | | | | | | |
Total | | | 5,731,188 | | | | 15,524,259 | | | | 4,778,418 | | | | 12,396,338 | |
| | | | | | | | | | | | | | | | |
F-25
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
5 | Financial assets and liabilities |
The carrying amount of financial assets and financial liabilities are as follows:
| | | | | | | | | | | | |
| | Note | | | September 30, 2019 | | | December 31, 2018 | |
Assets | | | | | | | | | | | | |
Fair value through profit or loss | | | | | | | | | | | | |
Cash and cash equivalents | | | 5.1 | | | | 2,016,645 | | | | 1,600,590 | |
Marketable securities | | | 5.2 | | | | 2,353,433 | | | | 4,202,835 | |
Other financial assets | | | 5.9 | | | | 473,203 | | | | — | |
Derivate financial instruments | | | 5.8 | | | | 4,332,069 | | | | 2,548,857 | |
| | | | | | | | | | | | |
| | | | | | | 9,175,350 | | | | 8,352,282 | |
Amortized cost | | | | | | | | | | | | |
Cash and cash equivalents | | | 5.1 | | | | 4,396,426 | | | | 2,021,208 | |
Trade receivables | | | 5.3 | | | | 2,054,538 | | | | 1,588,192 | |
Restricted cash | | | 5.2 | | | | 155,417 | | | | 115,124 | |
Receivables from related parties | | | 5.4 | | | | 250,226 | | | | 135,070 | |
Dividends receivable | | | | | | | 34,339 | | | | 27,320 | |
| | | | | | | | | | | | |
| | | | | | | 6,890,946 | | | | 3,886,914 | |
| | | | | | | | | | | | |
Total | | | | | | | 16,066,296 | | | | 12,239,196 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Note | | | September 30, 2019 | | | December 31, 2018 | |
Liabilities | | | | | | | | | | | | |
Amortized cost | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 5.5 | | | | 13,468,853 | | | | 10,005,187 | |
Leases | | | 5.6 | | | | 4,625,110 | | | | 553,350 | |
Trade payables | | | 5.7 | | | | 2,197,873 | | | | 1,923,920 | |
Other financial liabilities | | | | | | | 445,612 | | | | 455,702 | |
Payables to related parties | | | 5.4 | | | | 416,805 | | | | 355,971 | |
Dividends payable | | | | | | | 21,015 | | | | 187,415 | |
Tax installments—REFIS | | | 12 | | | | 225,085 | | | | 216,984 | |
Preferred shareholders payable in subsidiaries | | | | | | | 744,455 | | | | 1,097,490 | |
| | | | | | | | | | | | |
| | | | | | | 22,144,808 | | | | 14,796,019 | |
Fair value through profit or loss | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 5.5 | | | | 13,539,105 | | | | 12,569,126 | |
Contingent consideration payable | | | 5.9 | | | | 77,400 | | | | 64,969 | |
Derivative financial instruments | | | 5.8 | | | | 55,986 | | | | 25,714 | |
| | | | | | | | | | | | |
| | | | | | | 13,672,491 | | | | 12,659,809 | |
| | | | | | | | | | | | |
| | | | | | | 35,817,299 | | | | 27,455,828 | |
| | | | | | | | | | | | |
F-26
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
5.1 | Cash and cash equivalents |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Cash and bank accounts (i) | | | 1,413,334 | | | | 111,410 | |
Savings account | | | 1,221,214 | | | | 1,335,774 | |
Financial investments | | | 3,778,523 | | | | 2,174,614 | |
| | | | | | | | |
| | | 6,413,071 | | | | 3,621,798 | |
| | | | | | | | |
Financial investments are composed as follows:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Investment fund | | | | | | | | |
Repurchase agreements | | | 1,645,347 | | | | 1,179,503 | |
Bank certificate of deposits—CDB | | | 371,298 | | | | 421,087 | |
| | | | | | | | |
| | | 2,016,645 | | | | 1,600,590 | |
| | | | | | | | |
Bank investments | | | | | | | | |
Repurchase agreements | | | 1,321,506 | | | | — | |
Bank certificate of deposits—CDB | | | 403,951 | | | | 571,840 | |
Other | | | 36,421 | | | | 2,184 | |
| | | | | | | | |
| | | 1,761,878 | | | | 574,024 | |
| | | | | | | | |
| | | 3,778,523 | | | | 2,174,614 | |
| | | | | | | | |
The Company’s onshore financial investments are remunerated at rates around 100% of the interbank deposit certificate (“CDI”) in September 30, 2019 (100% of CDI in December 31, 2018) and offshore financial investments are remunerated at rates around 100% of Fed Funds. The sensitivity analysis on interest rate risks is in note 21.
5.2 | Marketable securities and restricted cash |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Marketable securities | | | | | | | | |
Government security (i) | | | 2,039,364 | | | | 4,144,797 | |
Bank certificate of deposit—CDB | | | 248,339 | | | | 58,038 | |
Repurchase agreements | | | 65,730 | | | | — | |
| | | | | | | | |
| | | 2,353,433 | | | | 4,202,835 | |
| | | | | | | | |
Restricted cash | | | | | | | | |
Investments linked to loans | | | 81,312 | | | | 31,254 | |
Securities pledged as collateral | | | 74,105 | | | | 83,870 | |
| | | | | | | | |
| | | 155,417 | | | | 115,124 | |
| | | | | | | | |
(i) | Sovereign debt securities have stated interest connected to SELIC rate (Sistema Especial de Liquidação e de Custódia). |
F-27
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Domestic – Brazilian Reais | | | 2,115,957 | | | | 1,609,421 | |
Export – Foreign currency | | | 52,104 | | | | 104,355 | |
| | | | | | | | |
| | | 2,168,061 | | | | 1,713,776 | |
Allowance for doubtful accounts | | | (113,523 | ) | | | (125,584 | ) |
| | | | | | | | |
| | | 2,054,538 | | | | 1,588,192 | |
Current | | | 2,024,831 | | | | 1,545,643 | |
| | | | | | | | |
Non-current | | | 29,707 | | | | 42,549 | |
| | | | | | | | |
| a) | Receivables from and payables to related parties |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Current Asset | | | | | | | | |
Corporate operation / Agreements | | | | | | | | |
Raízen Energia S.A. (i) | | | 45,912 | | | | 38,205 | |
Aguassanta Participações S.A. | | | 332 | | | | 29 | |
Raízen Combustíveis S.A. (i) | | | 10,824 | | | | 6,263 | |
Other | | | 285 | | | | 183 | |
| | | | | | | | |
| | | 57,353 | | | | 44,680 | |
Non-current assets | | | | | | | | |
Preferred shares | | | | | | | | |
Raízen Energia S.A. (i) | | | 158,157 | | | | 37,470 | |
Raízen Combustíveis S.A. | | | 34,716 | | | | 27,523 | |
| | | | | | | | |
| | | 192,873 | | | | 64,993 | |
| | | | | | | | |
Financial operations | | | | | | | | |
Rezende Barbosa (ii) | | | — | | | | 23,144 | |
Other | | | — | | | | 2,253 | |
| | | | | | | | |
| | | — | | | | 25,397 | |
| | | | | | | | |
| | | 192,873 | | | | 90,390 | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Corporate operations / agreements | | | | | | | | |
Raízen Energia S.A. (i) | | | 262,854 | | | | 215,582 | |
Raízen Combustíveis S.A. (i) | | | 151,090 | | | | 136,779 | |
Other | | | 2,861 | | | | 3,610 | |
| | | | | | | | |
| | | 416,805 | | | | 355,971 | |
| | | | | | | | |
(i) | Current andnon-current assets receivable from Raízen Energia and Raízen Combustíveis are, primarily, tax credits which will be reimbursed to the Company when realized. The preferred shares are used to Raízen reimburse Cosan, with preferential dividends, when the net operating loss is consumed in Raízen. |
Current liabilities represent reimburse to Raízen Energia and Raízen Combustíveis related to expenses regarding legal disputes and other liabilities, generated before the formation of joint ventures, which are responsibility of Cosan S.A.
(ii) | On September 13, 2019, the subsidiary Cosan and Rezende Barbosa S.A. Administração e Participações (“Rezende Barbosa”) entered into a Private Instrument for Settlement and Termination of Contracts and Other Covenants in which the balance of receivables was settled through the delivery of 1,908,783 and 477,196 shares of Cosan S.A. and Cosan Logística S.A., respectively, to the Company that were blocked in custody with a Financial Institution. The equity instruments received in this instrument represent an increase in the Company’s interest of 0.48% and 0.10% in Cosan S.A. and Cosan Logística, respectively. Additionally, during the period in which the shares held in custody remained blocked, such shares were not entitled to any dividends received, pursuant to the agreement in effect at the time, and the amount of R$20,751 recorded as dividends payable to this shareholder was reversed against retained earnings in subsidiary Cosan S.A. |
F-28
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| b) | Related party transactions |
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Product sales | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | 63,028 | | | | 245,990 | | | | 96,945 | | | | 271,232 | |
Raízen Combustíveis S.A | | | 61,279 | | | | 167,188 | | | | 56,364 | | | | 135,727 | |
| | | | | | | | | | | | | | | | |
| | | 124,307 | | | | 413,178 | | | | 153,309 | | | | 406,959 | |
Purchase of goods / inputs | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (3,525 | ) | | | (5,926 | ) | | | (1,412 | ) | | | (1,599 | ) |
Raízen Combustíveis S.A | | | (338,840 | ) | | | (917,212 | ) | | | (326,878 | ) | | | (882,297 | ) |
Other | | | (789 | ) | | | (1,045 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | (343,154 | ) | | | (924,183 | ) | | | (328,290 | ) | | | (883,896 | ) |
Shared income (expense) | | | | | | | | | | | | | | | | |
Raízen Energia S.A. | | | (18,185 | ) | | | (55,210 | ) | | | (18,162 | ) | | | (54,652 | ) |
| | | (18,185 | ) | | | (55,210 | ) | | | (18,162 | ) | | | (54,652 | ) |
Financial result | | | | | | | | | | | | | | | | |
Usina Santa Luiza | | | — | | | | (41 | ) | | | (60 | ) | | | (180 | ) |
Raízen Energia S.A. | | | — | | | | — | | | | (349 | ) | | | 4,184 | |
Raízen Combustíveis S.A | | | 1,556 | | | | 4,316 | | | | 1,510 | | | | 1,510 | |
Other | | | 149 | | | | 18 | | | | (19 | ) | | | — | |
| | | | | | | | | | | | | | | | |
| | | 1,705 | | | | 4,293 | | | | 1,082 | | | | 5,514 | |
| c) | Officers’ and directors’ compensation |
The Company has a compensation policy approved by the Board of Directors. Compensation of the Company’s key management personnel includes salaries,non-cash benefits and contributions to a post-employment defined benefit plan.
| | | | | | | | | | | | | | | | |
| | Consolidated | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Short-term benefits to officers and directors | | | 19,528 | | | | 71,818 | | | | 16,511 | | | | 59,058 | |
Post-employment benefits | | | 44 | | | | 520 | | | | 217 | | | | 678 | |
Other long-term benefits | | | — | | | | 547 | | | | 358 | | | | 629 | |
Benefits from termination of employment contract | | | — | | | | 1,193 | | | | — | | | | — | |
Share-based payment transactions | | | 2,263 | | | | 10,021 | | | | 16,380 | | | | 22,562 | |
| | | | | | | | | | | | | | | | |
| | | 21,835 | | | | 84,099 | | | | 33,466 | | | | 82,927 | |
F-29
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
5.5 | Loans, borrowings and debentures |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest | | | | | | | | | | | | | |
Description | | Index | | | Annual interest rate | | | September 30, 2019 | | | December 31, 2018 | | | Maturity | | | Objective | |
With guarantee | | | | | | | | | | | | | | | | | | | | | | | | |
BNDES | | | URTJLP | | | | 8.20% | | | | 2,350,724 | | | | 2,584,347 | | | | Dec-29 | | | | Expansion project | |
| | | Fixed | | | | 5.36% | | | | 886,921 | | | | 1,055,281 | | | | Feb-25 | | | | Expansion project | |
| | | TJ462 | | | | 8.75% | | | | 187,897 | | | | 316,854 | | | | Oct-20 | | | | Investment | |
| | | Selic | | | | 7.30% | | | | 94,412 | | | | 152,562 | | | | Oct-20 | | | | Investment | |
| | | Selic | | | | 7.47% | | | | 55,084 | | | | 63,852 | | | | Jun-23 | | | | Investment | |
| | | TJLP | | | | 7.95% | | | | 89,068 | | | | 107,731 | | | | Jun-23 | | | | Investment | |
| | | TJLP | | | | 5.95% | | | | 1,786 | | | | — | | | | Jun-23 | | | | Investment | |
| | | Selic | | | | 13.65% | | | | 1,894 | | | | 3,930 | | | | Sep-20 | | | | Expansion project | |
| | | Fixed | | | | 4.28% | | | | 2,645 | | | | 2,261 | | | | Jan-24 | | | | Expansion project | |
| | | IPCA | | | | 11.45% | | | | 2,404 | | | | 2,211 | | | | Nov-21 | | | | Expansion project | |
Export credit agreemenmt (ECA) | | | Euribor + 0.58% | | | | 0.58% | | | | 71,252 | | | | — | | | | Sep-26 | | | | Investment | |
EIB | | | U.S.$ | | | | 3.88% | | | | 65,625 | | | | 89,003 | | | | Jun-20 | | | | Investment | |
| | | U.S.$ | | | | 2.94% | | | | 30,699 | | | | 54,508 | | | | Sep-20 | | | | Investment | |
| | | U.S.$ + LIBOR | | | | 3.10% | | | | 99,803 | | | | 115,581 | | | | May-21 | | | | Investment | |
| | | U.S.$ + LIBOR | | | | 2.66% | | | | 92,163 | | | | 130,402 | | | | Sep-21 | | | | Investment | |
FINEP | | | Fixed | | | | 5.00% | | | | 93,464 | | | | 93,309 | | | | Nov-22 | | | | Investment | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 4,125,841 | | | | 4,771,832 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Without guarantee | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign loans | | | GBP + Libor | | | | 4.37% | | | | 367,045 | | | | 363,250 | | | | Dec-22 | | | | Aquisition | |
| | | GBP + Libor | | | | 2.30% | | | | 221,818 | | | | 199,794 | | | | Nov-20 | | | | Aquisition | |
| | | 126% of CDI | | | | 8.13% | | | | — | | | | 514,817 | | | | Dec-23 | | | | Exportation | |
| | | CDI + 0.80% | | | | 6.24% | | | | 504,629 | | | | — | | | | Dec-23 | | | | Exportation | |
| | | 125% of CDI | | | | 8.06% | | | | — | | | | 646,024 | | | | Dec-23 | | | | Exportation | |
Perpetual Notes | | | U.S.$ | | | | 8.25% | | | | 2,108,444 | | | | 1,961,819 | | | | Nov-40 | | | | Aquisition | |
Resolution 4131 | | | U.S.$ | | | | 4.79% | | | | 32,433 | | | | 39,738 | | | | Oct-20 | | | | Working capital | |
| | | U.S.$ + Libor | | | | 3.28% | | | | 167,055 | | | | 156,387 | | | | Feb-20 | | | | Working capital | |
| | | U.S.$ | | | | 3.67% | | | | 330,355 | | | | 292,172 | | | | May-23 | | | | Working capital | |
| | | U.S.$ | | | | 4.34% | | | | 41,992 | | | | 41,033 | | | | Dec-20 | | | | Working capital | |
| | | U.S.$ | | | | 2.92% | | | | 224,825 | | | | 209,987 | | | | Nov-22 | | | | Working capital | |
Senior Notes Due 2023 | | | U.S.$ | | | | 5.00% | | | | 451,959 | | | | 409,590 | | | | Mar-23 | | | | Aquisition | |
Senior Notes Due 2027 | | | U.S.$ | | | | 7.00% | | | | 3,351,226 | | | | 2,977,721 | | | | Jan-27 | | | | Aquisition | |
Senior Notes Due 2024 | | | U.S.$ | | | | 7.38% | | | | 3,413,079 | | | | 3,061,566 | | | | Feb-24 | | | | Aquisition | |
Senior Notes Due 2024 | | | U.S.$ | | | | 5.95% | | | | 940,813 | | | | 2,022,793 | | | | Sep-24 | | | | Aquisition | |
Senior Notes Due 2025 | | | U.S.$ | | | | 5.88% | | | | 2,246,648 | | | | 1,997,394 | | | | Jan-25 | | | | Aquisition | |
Senior Notes Due 2029 | | | Fixed | | | | 5.50% | | | | 3,129,364 | | | | — | | | | Sep-29 | | | | Aquisition | |
Commercial banks | | | Fixed U.S.$ | | | | 0.00% | | | | — | | | | 15,499 | | | | Jun-20 | | | | Working capital | |
Working capital | | | 120.25% of CDI | | | | 6.53% | | | | 32,566 | | | | 30,828 | | | | Aug-20 | | | | Working capital | |
| | | 124.60% of CDI | | | | 6.77% | | | | 15,126 | | | | — | | | | Feb-20 | | | | Working capital | |
| | | 125% of CDI | | | | 6.79% | | | | 5,117 | | | | 5,018 | | | | Dec-19 | | | | Working capital | |
| | | 122% of CDI | | | | 7.86% | | | | — | | | | 15,402 | | | | Apr-20 | | | | Working capital | |
Bank overdrafts | | | 125.5% of CDI | | | | 6.82% | | | | 8,783 | | | | — | | | | Aug-20 | | | | Working capital | |
Prepayment | | | U.S.$+Libor | | | | 3.64% | | | | 4,196 | | | | 11,706 | | | | Apr-20 | | | | Working capital | |
Debentures | | | IGPM + 6,10% | | | | 11.59% | | | | 239,842 | | | | 228,010 | | | | May-28 | | | | Working capital | |
| | | IPCA + 5.57% | | | | 9.22% | | | | 103,909 | | | | 203,613 | | | | Sep-20 | | | | Working capital | |
| | | IPCA + 7.14% | | | | 10.85% | | | | 331,521 | | | | 305,894 | | | | Dec-20 | | | | Working capital | |
| | | IPCA + 7.48% | | | | 11.20% | | | | 298,760 | | | | 275,014 | | | | Dec-22 | | | | Working capital | |
| | | IPCA + 7.36% | | | | 11.07% | | | | 98,398 | | | | 90,656 | | | | Dec-25 | | | | Working capital | |
| | | IPCA + 5.87% | | | | 9.53% | | | | 873,137 | | | | 767,638 | | | | Dec-23 | | | | Working capital | |
| | | IPCA + 4.33% | | | | 7.94% | | | | 440,742 | | | | 414,583 | | | | Oct-24 | | | | Working capital | |
| | | IPCA + 4.68% | | | | 8.30% | | | | 552,177 | | | | — | | | | Feb-26 | | | | Working capital | |
| | | IPCA + 4.50% | | | | 8.12% | | | | 642,150 | | | | — | | | | Feb-29 | | | | Working capital | |
| | | 106 % of CDI | | | | 5.73% | | | | 1,704,008 | | | | — | | | | Feb-21 | | | | Aquisition | |
| | | 128 % of CDI | | | | 8.26% | | | | — | | | | 501,064 | | | | Dec-25 | | | | Working capital | |
| | | CDI + 0.90% | | | | 0.00% | | | | — | | | | 43,471 | | | | Sep-19 | | | | Working capital | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 22,882,117 | | | | 17,802,481 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | 27,007,958 | | | | 22,574,313 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 3,378,585 | | | | 2,115,305 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 23,629,373 | | | | 20,459,008 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
F-30
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Non-current borrowings are scheduled to fall due as follows:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
13 to 24 months | | | 2,100,591 | | | | 2,113,502 | |
25 to 36 months | | | 1,097,499 | | | | 1,310,790 | |
37 to 48 months | | | 1,751,347 | | | | 1,201,227 | |
49 to 60 months | | | 5,717,000 | | | | 2,429,146 | |
61 to 72 months | | | 3,069,050 | | | | 5,783,465 | |
73 to 84 months | | | 343,965 | | | | 2,332,961 | |
85 to 96 months | | | 3,689,565 | | | | 475,964 | |
Thereafter | | | 5,860,356 | | | | 4,811,953 | |
| | | | | | | | |
| | | 23,629,373 | | | | 20,459,008 | |
| | | | | | | | |
The carrying amounts of loans, borrowings and debentures are denominated in the following currencies:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Reais (R$) | | | 9,617,162 | | | | 8,424,373 | |
Dollar (U.S.$) | | | 16,730,681 | | | | 13,586,897 | |
Pound (GBP) | | | 588,863 | | | | 563,043 | |
Euro (€) | | | 71,252 | | | | — | |
| | | | | | | | |
| | 27,007,958 | | | 22,574,313 | |
| | | | | | | | |
At September 30, 2019, all dated debts denominated in U.S. Dollars, in the subsidiaries, have currency risk protection through derivatives (Note 5.8).
Below are the movements that occurred for the period ended September 30, 2019:
| | | | |
At December 31, 2018 | | | 22,574,313 | |
Raised | | | 5,843,052 | |
Amortization of principal on loans, borrowings and debentures | | | (3,558,946 | ) |
Payment of interest on loans, borrowings and debentures | | | (1,142,512 | ) |
Interest, exchange rate and fair value | | | 3,292,051 | |
| | | | |
At September 30, 2019 | | | 27,007,958 | |
| | | | |
Some financing agreements with the BNDES (Banco Nacional de Desenvolvimento Econômico e Social), of the subsidiaries Comgás and Rumo, are guaranteed by bank guarantee, or by real guarantees (assets) and escrow account. On September 30, 2019, the balance of bank guarantees contracted was R$650,797 and R$2,009,745 with an average cost of 0.98% p.a. and 1.16% p.a., respectively (R$1,195,048 and R$2,475,175 as of December 31, 2018).
F-31
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
As of September 30, 2019, the subsidiary Rumo had available credit lines from BNDES, which were not used, in the total amount of R$1,935,490 (R$2,108,824 on December 31, 2018).
As of September 30, 2019, the subsidiary Cosan S.A. had available credit lines from financial institutions AA, which were not used, in the total amount of R$501,000 (R$ 501,000 on December 31, 2018).
The use of these credit lines is subject to certain contractual conditions.
On July 31, 2019, the Company issued senior notes due 2029 (“Notes 2029”) in the international market, totaling U.S.$ 750,000 thousand, maturing in September 2029 and yielding 5.50% interest per year, paid semiannually. The Company used part of the proceeds in August 2019 to make a partial prepayment in the international market of Senior Notes due 2024 (“Notes 2024”), in the total amount of U.S.$ 296,814 thousand, leaving the market of U.S.$ 203,186 thousand, the remaining funds will be used for general corporate purposes.
Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants:
| | | | |
Debt | | Triggers | | Ratios |
3rd Issue debenture – Comgás | | Net onerous debt / EBITDA can not exceed 4.00 | | 0.71 |
| Short-term indebtedness / Total indebtedness can not exceed 0.6 | | 0.17 |
4rd Issue debenture – Comgás | | Net onerous debt / EBITDA can not exceed 4.00 | | 0.71 |
| Short-term indebtedness / Total indebtedness can not exceed 0.6 | | 0.17 |
5rd Issue debenture – Comgás | | Net onerous debt / EBITDA can not exceed 4.00 | | 0.71 |
6rd Issue debenture – Comgás | | Net onerous debt / EBITDA can not exceed 4.00 | | 0.71 |
6rd Issue debenture – Comgás | | Net onerous debt / EBITDA can not exceed 4.00 | | 0.71 |
7rd Issue debenture – Comgás | | Net onerous debt / EBITDA can not exceed 4.00 | | 0.71 |
Senior Notes Due 2024 – Cosan Limited | | Pro forma(i) / EBITDA not higher than or equal to 3.5 | | 2.1 |
Senior Notes Due 2029 – Cosan Limited | | Pro forma(i) / EBITDA not higher than or equal to 3.5 | | 2.1 |
Senior Notes Due 2024 – Rumo | | Net debt / EBITDA not higher than or equal to 4.0 | | 2.2 |
Senior Notes Due 2025 – Rumo | | Net debt / EBITDA not higher than or equal to 4.0 | | 2.2 |
Senior Notes Due 2027 – Cosan | | Net debt (i)|(ii) / EBITDA not higher than or equal to 3.5 | | 1.8 |
BNDES – Rumo | | Net Financial Debt / EBITDA not higher than or equal 4.0x in December 2018 | | 2.06 |
BNDES – Rumo | | EBITDA / Consolidated Financial Result not higher than or equal 1.40x in December 2018 | | 2.68 |
2rd Issue debenture – Cosan | | Net debt / EBITDA not higher than or equal to 4.5 | | 1.8 |
(i) | Net debt and EBITDApro forma, including joint ventures numbers. |
(ii) | The effects of initial recognition of IFRS 16 are not part of triggers measures for financial covenants purposes. |
For the other loans, borrowings and debentures of the Company there are no financial clauses.
As at September 30, 2019, the Company and its subsidiaries were in compliance with all debt financial covenants.
F-32
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
e) | Fair value and exposure to financial risk |
The fair value of the loans is based on the discounted cash flow using its implicit discount rate. They are classified as a level 2 fair value in the hierarchy (Note 5.9) due to the use of unobservable data, including own credit risk.
The details of the Company’s exposure to risks arising from loans are shown in note 21.
Leases liabilities as at September 30, 2019 and its related movements for the period ended are as follows:
| | | | | | | | | | | | |
| | Finance | | | Operational | | | Total | |
At January 1, 2019 | | | 553,350 | | | | — | | | | 553,350 | |
Initial recognition of IFRS 16 | | | — | | | | 1,480,323 | | | | 1,480,323 | |
Additions (i) | | | — | | | | 2,775,952 | | | | 2,775,952 | |
Recognition of interest | | | 65,714 | | | | 308,792 | | | | 374,506 | |
Transfer of liabilities | | | — | | | | (90,071 | ) | | | (90,071 | ) |
Payment of principal | | | (104,962 | ) | | | (253,972 | ) | | | (358,934 | ) |
Payment of interest | | | (57,142 | ) | | | (90,947 | ) | | | (148,089 | ) |
Contracts monetary correction | | | — | | | | 38,073 | | | | 38,073 | |
| | | | | | | | | | | | |
At September 30, 2019 | | | 456,960 | | | | 4,168,150 | | | | 4,625,110 | |
Current | | | 100,341 | | | | 448,277 | | | | 548,618 | |
Non-Current | | | 356,619 | | | | 3,719,873 | | | | 4,076,492 | |
| | | | | | | | | | | | |
| | | 456,960 | | | | 4,168,150 | | | | 4,625,110 | |
(i) | Refers mainly to the north-south railway agreement signed by subsidiary Rumo S.A. on July 31, 2019 (Note 10.3). |
The lease agreements have varying expirations, with last due to expire in June 2043. The amounts are adjusted annually for inflation rates (as general market price index, orIGP-M, and Brazilian consumer price index, or IPCA) or may incur interest based on the TJLP or CDI and some contracts have renewal or purchase options.
The carrying amounts of trade and other payables are the same as their fair values, due to their short-term nature.
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Natural gas suppliers | | | 941,233 | | | | 838,105 | |
Materials and service suppliers | | | 1,241,245 | | | | 1,073,227 | |
Other | | | 15,395 | | | | 12,588 | |
| | | | | | | | |
| | | 2,197,873 | | | | 1,923,920 | |
| | | | | | | | |
F-33
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
5.8 | Derivative financial instruments |
To protect the Company’s exposure to risk were are using observable data such as quoted prices in active markets, or discounted cash flow based on market curves, and the consolidated data are presented below:
| | | | | | | | | | | | | | | | |
| | Notional | | | Fair value | |
| | September 30, 2019 | | | December 31, 2018 | | | September 30, 2019 | | | December 31, 2018 | |
Exchange rate derivatives | | | | | | | | | | | | | | | | |
Forward agreements | | | — | | | | 907,832 | | | | — | | | | 1,719 | |
Interest rate and exchange rate risk | | | | | | | | | | | | | | | | |
Swap agreements (interest rate) | | | 2,759,222 | | | | 2,114,926 | | | | 635,422 | | | | 394,497 | |
Swap agreements (exchange and interest rate) | | | 10,973,396 | | | | 11,896,908 | | | | 3,640,661 | | | | 2,126,927 | |
| | | | | | | | | | | | | | | | |
| | | 13,732,618 | | | | 14,011,834 | | | | 4,276,083 | | | | 2,521,424 | |
Total financial instruments | | | | 4,276,083 | | | | 2,523,143 | |
| | | | | | | | | |
Assets | | | | | | | | | | | 4,332,069 | | | | 2,548,857 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | (55,986 | ) | | | (25,714 | ) |
| | | | | | | | | | | | | | | | |
Derivatives are only used for economic hedging purposes and not as speculative investments.
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 (i) | | | Derivative (ii) | | | Total | |
At December 31, 2018 | | | (8,464,516 | ) | | | 1,344,589 | | | | (7,119,927 | ) |
Interest amortization | | | 232,392 | | | | 11,675 | | | | 244,067 | |
Fair value | | | (546,775 | ) | | | 392,798 | | | | (153,977 | ) |
| | | | | | | | | | | | |
At September 30, 2019 | | | (8,778,899 | ) | | | 1,749,062 | | | | (7,029,837 | ) |
| | | | | | | | | | | | |
(i) | Loans, borrowings and debentures (Note 5.5) |
(ii) | Derivate financial instruments |
F-34
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
5.9 | Recognized fair value measurements |
The market value of the Senior Notes are listed on the Luxembourg Stock Exchange (Note 5.5) is based on their quoted market price are as follows:
| | | | | | | | | | |
| | Company | | September 30, 2019 | | | December 31, 2018 | |
Senior Notes 2023 | | Cosan S.A. | | | 101.41% | | | | 96.86% | |
Senior Notes 2024 | | Rumo Luxembourg | | | 105.77% | | | | 104.27% | |
Senior Notes 2024 | | Cosan Limited | | | 104.90% | | | | 98.55% | |
Senior Notes 2029 | | Cosan Limited | | | 102.77% | | | | — | |
Senior Notes 2025 | | Rumo Luxembourg | | | 108.00% | | | | 94.94% | |
Senior Notes 2027 | | Cosan S.A. | | | 109.24% | | | | 101.15% | |
Perpetual Notes | | Cosan S.A. | | | 103.60% | | | | 101.21% | |
All of the resulting fair value estimates are included in level 2 except for a contingent consideration payable where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
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, 2019 | | | December 31, 2018 | |
| | Note | | | September 30, 2019 | | | December 31, 2018 | | | Level 1 | | | Level 2 | | | Level 3 | | | Level 2 | | | Level 3 | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment funds | | | 5.1 | | | | 2,016,645 | | | | 1,600,590 | | | | — | | | | 2,016,645 | | | | — | | | | 1,600,590 | | | | — | |
Marketable securities | | | 5.2 | | | | 2,353,433 | | | | 4,202,835 | | | | — | | | | 2,353,433 | | | | — | | | | 4,202,835 | | | | — | |
Other financial assets (i) | | | | | | | 473,203 | | | | — | | | | 327,442 | | | | — | | | | 145,761 | | | | — | | | | — | |
Derivate financial instruments | | | 5.8 | | | | 4,332,069 | | | | 2,548,857 | | | | — | | | | 4,332,069 | | | | — | | | | 2,548,857 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | 9,175,350 | | | | 8,352,282 | | | | 327,442 | | | | 8,702,147 | | | | 145,761 | | | | 8,352,282 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans, borrowings and debentures | | | 5.5 | | | | (13,539,105 | ) | | | (12,569,126 | ) | | | — | | | | (13,539,105 | ) | | | — | | | | (12,569,126 | ) | | | — | |
Consideration payable (ii) | | | | | | | (77,400 | ) | | | (64,969 | ) | | | — | | | | — | | | | (77,400 | ) | | | — | | | | (64,969 | ) |
Derivative financial instruments | | | 5.8 | | | | (55,986 | ) | | | (25,714 | ) | | | — | | | | (55,986 | ) | | | — | | | | (25,714 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | (13,672,491 | ) | | | (12,659,809 | ) | | | — | | | | (13,595,091 | ) | | | (77,400 | ) | | | (12,594,840 | ) | | | (64,969 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | Refers to the consideration receivable, which considers the achievement of Moove’s EBITDA target for 2018 and 2019. Since the 2018 EBITDA target has been met and Moove’s approved budget points to the 2019 EBITDA target. Therefore, the fair value as the entire consideration receivable, recognized in other financial assets in the amount of R$145,761. |
(ii) | Refers to the obligations of the Moove subsidiary with ExxonMobil. The consideration payable considers the present value of the expected payments, discounted at a risk-adjusted rate. The expected payment is determined considering the most likely scenario of revenues and projected EBITDA, which in turn determine the cash generation capacity. Significant unobservable inputs are the forecast annual revenue growth rate, EBITDA margin forecast and the 13% risk-adjusted discount rate. |
F-35
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
6 | Other current andnon-current tax receivables |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
COFINS—Revenue tax (i) | | | 774,733 | | | | 646,135 | |
ICMS—State VAT | | | 626,918 | | | | 575,494 | |
ICMS CIAP—State VAT | | | 150,800 | | | | 183,845 | |
PIS—Revenue tax (i) | | | 204,199 | | | | 169,460 | |
Credit installment | | | 41,236 | | | | 40,261 | |
Other | | | 41,894 | | | | 32,496 | |
| | | | | | | | |
| | | 1,839,780 | | | | 1,647,691 | |
Current | | | 976,062 | | | | 796,199 | |
| | | | | | | | |
Non-Current | | | 863,718 | | | | 851,492 | |
| | | | | | | | |
(i) | Subsidiary Cosan S.A. recognized R$321,840 in other taxes recoverable (partially already compensated), with a corresponding entry of R$239,147 in other revenues and R$82,693 in financial income (Note 20). Of which: (i) R$194,176 (R$156,855 in other income and R$37,321 in financial income) arising from the Company’s obtained a final and unappealable decision exclusion of a tax on sales and services which applies to ICMS, from the calculation basis of PIS and COFINS on June 7, 2019 with regards to the period from 2003; and (ii) R$79,519 (R$40,238 in other revenues and R$39,281 in financial income) in the subsidiary CLE relating to Hydrated Alcohol (product subject toAd Rem) from October, 2008 to March, 2011 which the rights belongs to Cosan’s subsidiary. In addition, the subsidiary Comgás recognized certain credits deriving from PIS and COFINS contributions in the amount of R$23,773 as “Other revenues.” |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Finished goods | | | 466,072 | | | | 389,896 | |
Raw material for construction process | | | 46,805 | | | | 45,397 | |
Fuels and lubricants | | | 6,055 | | | | 6,224 | |
Spare parts and accessories | | | 224,075 | | | | 224,005 | |
Warehouse and others | | | 63,245 | | | | 50,768 | |
| | | | | | | | |
| | | 806,252 | | | | 716,290 | |
| | | | | | | | |
F-36
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
8 | Investments in associates |
8.1 | Investments in subsidiaries and associates |
Cosan’s subsidiaries are listed below:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Directly owned subsidiaries | | | | | | | | |
Cosan Logística S.A. | | | 73.46% | | | | 72.50% | |
Cosan S.A. | | | 60.23% | | | | 60.25% | |
Cosan Limited Partners Brasil Consultoria Ltda. | | | 60.00% | | | | 60.00% | |
Sinlog Tecnologia em Logística S.A. | | | 50.00% | | | | 0.00% | |
Interest of Cosan S.A. in its subsidiaries | | | | | | | | |
Comgás (iii) | | | 99.15% | | | | 80.12% | |
Cosan Lubes Investments Limited | | | 70.00% | | | | 100.00% | |
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 Luxembourg S.A. (i) | | | 100.00% | | | | 100.00% | |
Cosan Overseas Limited | | | 100.00% | | | | 100.00% | |
Pasadena Empreendimentos e Participações S.A. (i) | | | 100.00% | | | | 100.00% | |
Payly Soluções de Pagamentos S.A. (ii) | | | 75.00% | | | | 100.00% | |
Rumo S.A. | | | 1.71% | | | | 1.71% | |
Cosan Logística S.A. | | | 0.10% | | | | 0.10% | |
Interest of Cosan Lubes Investments Limited in its subsidiaries | | | | | | | | |
Moove Lubricants Limited | | | 100.00% | | | | 100.00% | |
Cosan Cinco S.A. | | | 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 | | | 100.00% | | | | 100.00% | |
TTA | | | 75.00% | | | | 75.00% | |
Cosan Lubrificantes S.R.L. | | | 100.00% | | | | 100.00% | |
LubrigrupoII | | | 100.00% | | | | 100.00% | |
Commercial Lubricants Moove Corp | | | 100.00% | | | | 100.00% | |
Cosan Lubrificantes e Especialidades S.A. | | | 100.00% | | | | 100.00% | |
Cosan Paraguay S.A. | | | 100.00% | | | | 100.00% | |
Cosan US, Inc. | | | 100.00% | | | | 100.00% | |
Ilha Terminal Distribuição de Produtos Químicos | | | 100.00% | | | | 100.00% | |
Zip Lube S.A. | | | 100.00% | | | | 100.00% | |
F-37
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
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. | | | 28.40% | | | | 28.40% | |
Rumo Malha Central S.A. | | | 28.47% | | | | 0.00% | |
Boswells S.A. | | | 28.47% | | | | 28.47% | |
ALL Argentina S.A. | | | 28.47% | | | | 28.47% | |
Paranaguá S.A. | | | 28.47% | | | | 28.47% | |
ALL Armazéns Gerais Ltda. | | | 28.47% | | | | 28.47% | |
Portofer Ltda. | | | 28.47% | | | | 28.47% | |
Brado Logística e Participações S.A. | | | 17.71% | | | | 17.71% | |
Brado Logística S.A. | | | 17.71% | | | | 17.71% | |
ALL Mesopotâmica S.A. | | | 20.09% | | | | 20.09% | |
ALL Central S.A. | | | 20.94% | | | | 20.94% | |
Servicios de Inversión Logística Integrales S.A | | | 28.47% | | | | 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$239,291 as of September 30, 2019, 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 Company. |
(ii) | In the quarter under review, 25% of Payly’s share capital was sold, generating a capital increase of R$11,215, without loss of control. |
(iii) | On July 1, 2019, the subsidiary Comgás, at the Extraordinary General Meeting (AGE), approved a capital reduction of R$1,500,000 with cash refund. The capital reduction will only take effect after the following conditions are met: (i) 60 days for the creditors to oppose the laws; and (ii) debenture holders consent. |
F-38
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Set out below are the associates as at September 30, 2019 which are material to the Company:
| | | | | | | | | | | | | | | | |
| | Shares issued by the associate | | | Shares held by Cosan | | | Cosan ownership interest | | | Economic benefit (%) | |
Radar II Propriedades Agrícolas S.A. | | | 81,440,221 | | | | 24,920,708 | | | | 51.00% | | | | 3.00% | |
Radar Propriedades Agrícolas S.A. | | | 1,735,703 | | | | 531,125 | | | | 51.00% | | | | 2.51% | |
Tellus Brasil Participações S.A. | | | 120,920,492 | | | | 61,359,624 | | | | 50.74% | | | | 5.00% | |
Janus Brasil Participações S.A. | | | 136,928,272 | | | | 6,936,167 | | | | 50.77% | | | | 5.00% | |
Novvi Limited Liability Company | | | 1,350,721 | | | | 159,210 | | | | 11.79% | | | | 11.79% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At January 1, 2019 | | | Interest in earnings of subsidiaries | | | Sales or purchase of interests | | | Other comprehensive income | | | Dividends | | | Increase/ reduction of capital | | | Other | | | At September 30, 2019 | | | Interest in earnings (losses) of associates in September 30, 2018 | |
Tellus Brasil Participações S.A. | | | 101,109 | | | | 2,495 | | | | — | | | | — | | | | (2,048 | ) | | | — | | | | — | | | | 101,556 | | | | 2,568 | |
Novvi Limited Liability Company | | | 13,449 | | | | 969 | | | | — | | | | (136 | ) | | | — | | | | — | | | | — | | | | 14,282 | | | | 282 | |
Janus Brasil Participações S.A. | | | 93,821 | | | | 3,173 | | | | — | | | | — | | | | (1,530 | ) | | | 26,045 | | | | — | | | | 121,509 | | | | 4,500 | |
Radar Propriedades Agrícolas S.A | | | 59,584 | | | | 485 | | | | — | | | | 81 | | | | — | | | | — | | | | — | | | | 60,150 | | | | 932 | |
Radar II Propriedades Agrícolas S.A | | | 32,236 | | | | 973 | | | | — | | | | 16 | | | | (199 | ) | | | — | | | | — | | | | 33,026 | | | | 618 | |
Usina Santa Luiza S.A. | | | 29,209 | | | | (29,209 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (203 | ) |
Other | | | 49,111 | | | | 11,091 | | | | — | | | | — | | | | — | | | | — | | | | (6,965 | ) | | | 53,237 | | | | 8,331 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 378,519 | | | | (10,023 | ) | | | — | | | | (39 | ) | | | (3,777 | ) | | | 26,045 | | | | (6,965 | ) | | | 383,760 | | | | 17,028 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-39
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
8.2 | Non-controlling interests in subsidiaries |
Set out below is summarized financial information for each subsidiary that hasnon-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company elimination.
| | | | | | | | | | | | |
| | Shares issued by the subsidiary | | | Shares held by non-controlling shareholders | | | Non-controlling interest | |
Comgás | | | 132,520,587 | | | | 1,124,363 | | | | 0.85% | |
Logispot | | | 2,040,816 | | | | 1,000,000 | | | | 49.00% | |
Rumo | | | 1,559,015,898 | | | | 1,115,164,072 | | | | 71.53% | |
Brado Participações | | | 12,962,963 | | | | 4,897,407 | | | | 37.78% | |
Rumo Malha Norte | | | 1,189,412,363 | | | | 3,144,187 | | | | 0.26% | |
Cosan Lubes Investment | | | 34,963,764 | | | | 10,489,129 | | | | 30.00% | |
Cosan S.A. | | | 398,904,353 | | | | 156,000,696 | | | | 39.11% | |
Cosan Logística S.A. | | | 463,224,241 | | | | 123,137,293 | | | | 26.58% | |
TTA | | | 10,521 | | | | 2,630 | | | | 25.00% | |
The following table summarizes the information relating to each of the Company’s subsidiaries that has materialnon-controlling interests, before any intra-group elimination.
F-40
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At January 1, 2019 | | | Interest in earnings of subsidiaries | | | Sales or purchase of interests | | | Other comprehensive income | | | Dividends | | | New standards adopted by Company – Note 3.1 | | | Other | | | At September 30, 2019 | | | Interest in earnings (losses) of associates in September 30, 2018 | |
Cosan S.A. | | | 3,765,964 | | | | 583,476 | | | | (382,708 | ) | | | (61,243 | ) | | | — | | | | — | | | | (1,789 | ) | | | 3,903,700 | | | | 120,364 | |
Cosan Logística S.A. | | | 630,333 | | | | 42,035 | | | | (21,565 | ) | | | 299 | | | | — | | | | (37,374 | ) | | | 328 | | | | 614,056 | | | | 10,162 | |
Comgás (i) | | | 987,358 | | | | 37,566 | | | | (972,988 | ) | | | — | | | | — | | | | — | | | | 99 | | | | 52,035 | | | | 84,014 | |
Cosan Lubes Investment (ii) | | | — | | | | 22,096 | | | | 451,267 | | | | (9,212 | ) | | | — | | | | — | | | | — | | | | 464,151 | | | | — | |
Rumo S.A. | | | 5,929,151 | | | | 413,547 | | | | — | | | | 2,760 | | | | — | | | | (340,050 | ) | | | 5,221 | | | | 6,010,629 | | | | 98,928 | |
Logispot Armazéns Agrícolas S.A. | | | 34,656 | | | | 12 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,668 | | | | (449 | ) |
Other | | | 7,491 | | | | 27,515 | | | | 5,232 | | | | 1,008 | | | | (4,193 | ) | | | — | | | | (7,852 | ) | | | 29,201 | | | | 5,537 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 11,354,953 | | | | 1,126,247 | | | | (920,762 | ) | | | (66,388 | ) | | | (4,193 | ) | | | (377,424 | ) | | | (3,993 | ) | | | 11,108,440 | | | | 318,556 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate transactions during the period ended September 30, 2019.
| (i) | In the period ended June 30, 2019, the subsidiary Cosan S.A. concluded the public offerings (Voluntary Tender Offer) for the acquisition of outstanding preferred shares and common shares issued by Comgás. The Company disbursed R$2,066,105 and recognized goodwill on capital transactions of R$1,091,753, recorded in the Company’s shareholders’ equity. This transaction also generated a loss of R$1,093,117 for noncontrolling interest. |
| (ii) | As disclosed in Note 1, an investment agreement was entered into between CLI and CVC, in which an amount of R$562,000 was made through the issuance of new common shares representing approximately 30% of Moove’s capital stock. Of this total, Moove received R$434,000, in addition to an amount related to a fair value of approximately R$128,000 until 2021, once the targets agreed upon in the agreement were met, without any change in the ownership interest. The effect of the change of participation recognized by the Company was R$124,905, consisting of the loss of participation with the entry of a new investor in the amount of R$(268,495) and the capital contribution in its new proportion of participation, in the amount of R$393,400. |
F-41
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
9 | Investments in joint ventures |
Changes to investments in joint ventures were as follows:
| | | | | | | | | | | | |
| | Raízen Combustíveis S.A. | | | Raízen Energia S.A. | | | Total | |
Shares issued by the 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 as at September 30, 2018 | | | 380,939 | | | | 51,263 | | | | 432,202 | |
At January 1, 2019 | | | 3,104,613 | | | | 4,973,294 | | | | 8,077,907 | |
| | | | | | | | | | | | |
Interest in earnings of joint ventures (i) | | | 563,987 | | | | (53,559 | ) | | | 510,428 | |
Other comprehensive (losses) income | | | 37,522 | | | | (193,355 | ) | | | (155,833 | ) |
Interest on capital | | | (63,500 | ) | | | — | | | | (63,500 | ) |
Dividends | | | (458,397 | ) | | | (352,314 | ) | | | (810,711 | ) |
| | | | | | | | | | | | |
At September 30, 2019 | | | 3,184,225 | | | | 4,374,066 | | | | 7,558,291 | |
| | | | | | | | | | | | |
(i) | Includes amount of R$30,040, related to the effect of the adoption of IFRS 16 by the jointly-controlled subsidiaries, as described in Note 3.1, and, includes the amount of R$135,330 related to the recognition of ICMS in the calculation of the tax base of PIS and COFINS. |
The statement of financial position and statement of profit or loss of the joint ventures are disclosed in Note 4 – Segment information.
At September 30, 2019, the Company was in compliance with the covenants of the agreements governing the Joint Ventures.
F-42
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
10 | Property, plant and equipment, intangible assets, goodwill andright-of-use assets |
10.1 | Property, plant and equipment |
a) | Reconciliation of carrying amount |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Consolidated | |
| | Land, buildings and improvements | | | Machinery, equipment and facilities | | | Railcars and locomotives (i) | | | Permanent railways | | | Construction in progress | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | 1,243,427 | | | | 1,045,570 | | | | 6,508,748 | | | | 6,127,139 | | | | 1,054,128 | | | | 400,767 | | | | 16,379,779 | |
Transfers toright-of-use assets | | | (130,000 | ) | | | (2,538 | ) | | | (1,244,787 | ) | | | — | | | | — | | | | — | | | | (1,377,325 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019 | | | 1,113,427 | | | | 1,043,032 | | | | 5,263,961 | | | | 6,127,139 | | | | 1,054,128 | | | | 400,767 | | | | 15,002,454 | |
Additions | | | 125 | | | | 1,791 | | | | 30,681 | | | | 40 | | | | 1,347,777 | | | | 2,149 | | | | 1,382,563 | |
Disposals | | | (3,495 | ) | | | (11,129 | ) | | | (104,637 | ) | | | — | | | | (1,352 | ) | | | (23,889 | ) | | | (144,502 | ) |
Transfers | | | 60,535 | | | | 188,662 | | | | 642,008 | | | | 509,878 | | | | (1,173,710 | ) | | | (1,339 | ) | | | 226,034 | |
Effect of exchange rate fluctuations | | | 1,873 | | | | 10 | | | | — | | | | — | | | | 1,315 | | | | (73 | ) | | | 3,125 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 1,172,465 | | | | 1,222,384 | | | | 5,832,013 | | | | 6,637,057 | | | | 1,228,158 | | | | 377,615 | | | | 16,469,692 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | (351,161 | ) | | | (443,209 | ) | | | (1,743,714 | ) | | | (1,406,964 | ) | | | (10,842 | ) | | | (6,067 | ) | | | (3,961,957 | ) |
Transfers toright-of-use assets | | | 50,450 | | | | 2,532 | | | | 462,748 | | | | — | | | | — | | | | — | | | | 515,730 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019 | | | (300,711 | ) | | | (440,677 | ) | | | (1,280,966 | ) | | | (1,406,964 | ) | | | (10,842 | ) | | | (6,067 | ) | | | (3,446,227 | ) |
Additions | | | (57,749 | ) | | | (100,683 | ) | | | (482,239 | ) | | | (462,783 | ) | | | — | | | | (21,059 | ) | | | (1,124,513 | ) |
Disposals | | | 131 | | | | 10,939 | | | | 103,916 | | | | 6 | | | | — | | | | 18,743 | | | | 133,735 | |
Transfers | | | 6,503 | | | | (5,379 | ) | | | (117,608 | ) | | | (2,233 | ) | | | 2,335 | | | | 10,283 | | | | (106,099 | ) |
Effect of exchange rate fluctuations | | | 242 | | | | 761 | | | | — | | | | — | | | | — | | | | 181 | | | | 1,184 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | (351,584 | ) | | | (535,039 | ) | | | (1,776,897 | ) | | | (1,871,974 | ) | | | (8,507 | ) | | | 2,081 | | | | (4,541,920 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | 892,266 | | | | 602,361 | | | | 4,765,034 | | | | 4,720,175 | | | | 1,043,286 | | | | 394,700 | | | | 12,417,822 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 820,881 | | | | 687,345 | | | | 4,055,116 | | | | 4,765,083 | | | | 1,219,651 | | | | 379,696 | | | | 11,927,772 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | On September 30, 2019 and December 31, 2018, wagons and locomotives in the amount of R$745,203 were placed on bail to guarantee bank loans (Note 5.5). |
F-43
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
10.2 | Intangible assets and goodwill |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Consolidated | |
| | Goodwill | | | Concession rights | | | Operating license | | | Trademarks | | | Customer relationships | | | Other | | | Total | |
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | 883,234 | | | | 17,510,303 | | | | 435,624 | | | | 37,877 | | | | 742,863 | | | | 491,769 | | | | 20,101,670 | |
Additions | | | 96 | | | | — | | | | — | | | | — | | | | 57,888 | | | | 6,322 | | | | 64,306 | |
Disposals | | | — | | | | (49,321 | ) | | | — | | | | — | | | | (145 | ) | | | (199 | ) | | | (49,665 | ) |
Transfers | | | 813 | | | | 331,093 | | | | 171 | | | | — | | | | (704 | ) | | | 21,741 | | | | 353,114 | |
Effect of exchange rate fluctuations | | | 12,050 | | | | — | | | | — | | | | 6,751 | | | | (1,045 | ) | | | (406 | ) | | | 17,350 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 896,193 | | | | 17,792,075 | | | | 435,795 | | | | 44,628 | | | | 798,857 | | | | 519,227 | | | | 20,486,775 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | — | | | | (2,383,823 | ) | | | (224,356 | ) | | | — | | | | (314,619 | ) | | | (206,337 | ) | | | (3,129,135 | ) |
Additions | | | — | | | | (376,510 | ) | | | (8,822 | ) | | | (9,201 | ) | | | (74,239 | ) | | | (31,367 | ) | | | (500,139 | ) |
Disposals | | | — | | | | 26,577 | | | | — | | | | — | | | | 106 | | | | 66 | | | | 26,749 | |
Transfers | | | — | | | | 347 | | | | — | | | | — | | | | (3,626 | ) | | | (511 | ) | | | (3,790 | ) |
Effect of exchange rate fluctuations | | | — | | | | — | | | | — | | | | — | | | | 797 | | | | (821 | ) | | | (24 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | — | | | | (2,733,409 | ) | | | (233,178 | ) | | | (9,201 | ) | | | (391,581 | ) | | | (238,970 | ) | | | (3,606,339 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2018 | | | 883,234 | | | | 15,126,480 | | | | 211,268 | | | | 37,877 | | | | 428,244 | | | | 285,432 | | | | 16,972,535 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 896,193 | | | | 15,058,666 | | | | 202,617 | | | | 35,427 | | | | 407,276 | | | | 280,257 | | | | 16,880,436 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
a) | Capitalization of borrowing costs |
Capitalized borrowing costs for the period ended September 30, 2019, R$13,683 was capitalized at an average rate of 7.95% p.a. (R$7,002 and 8.05 % p.a. on September 30, 2018).
F-44
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
b) | Amortization methods and useful lives |
| | | | | | | | | | | | |
Intangible assets (excluding goodwill) | | Annual rate of amortization % | | | September 30, 2019 | | | December 31, 2018 | |
Comgás (i) | | | Concession term | | | | 8,030,275 | | | | 8,007,412 | |
Rumo (ii) | | | Concession term | | | | 7,028,391 | | | | 7,119,068 | |
| | | | | | | | | | | | |
| | | | | | | 15,058,666 | | | | 15,126,480 | |
Operating license for port terminal (iii) | | | 3.70% | | | | 202,617 | | | | 211,268 | |
Trademarks: | | | | | | | | | | | | |
Comma | | | Undefined | | | | 35,427 | | | | 37,877 | |
| | | | | | | | | | | | |
| | | | | | | 35,427 | | | | 37,877 | |
Customers relationship: | | | | | | | | | | | | |
Comgás | | | 20.00% | | | | 137,445 | | | | 149,890 | |
Moove | | | 6.00% | | | | 269,831 | | | | 278,354 | |
| | | | | | | | | | | | |
| | | | | | | 407,276 | | | | 428,244 | |
Other | | | | | | | | | | | | |
Software license | | | 20.00% | | | | 167,056 | | | | 168,892 | |
Other | | | | | | | 113,201 | | | | 116,540 | |
| | | | | | | | | | | | |
| | | | | | | 280,257 | | | | 285,432 | |
Total | | | | | | | 15,984,243 | | | | 16,089,301 | |
| | | | | | | | | | | | |
(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 S.A., which will be amortized until the end of the concession in 2079; |
(iii) | Port operating license and customer relationships of Rumo S.A., from the business combinations. |
c) | 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, 2019, no impairment indicators were identified that would require the review of the last test conducted at December 31, 2018.
F-45
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
As mentioned in the operating context, subsidiary Rumo S.A. has signed concession agreement through Rumo Malha Central S.A., which guarantees the right to operate the railway network for a period of 30 years from the date of signature on July 31, 2019. Adjusted in accordance with contractual parameters, the auction value was registered as a right of use of railway infrastructure in the amount of R$2,904,778. The lease liability in the amount of R$2,759,539 represents the present value of future installments, using the implied contract rate. The auction provided for cash payment of 5% of R$145,239. This transaction is the main addition of the year, as we can see in the movement tables:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Land, buildings and improvements | | | Machinery, equipment and facilities | | | Railcars and locomotives | | | Software | | | Vehicles | | | Port and rail infrastructure | | | Total | |
Cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Initial recognition of IFRS 16 | | | 109,255 | | | | 8,888 | | | | 41,884 | | | | 66,931 | | | | 13,085 | | | | 792,615 | | | | 1,032,658 | |
Transfers from property, plant and equipment and other assets (i) | | | 130,000 | | | | 2,538 | | | | 1,244,787 | | | | — | | | | — | | | | 50,168 | | | | 1,427,493 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019 | | | 239,255 | | | | 11,426 | | | | 1,286,671 | | | | 66,931 | | | | 13,085 | | | | 842,783 | | | | 2,460,151 | |
Additions—moneraty correction | | | 12,641 | | | | 3,040 | | | | 552 | | | | — | | | | 1,257 | | | | 2,910,931 | | | | 2,928,421 | |
Contract remeasurement | | | (4,262 | ) | | | (956 | ) | | | — | | | | — | | | | — | | | | — | | | | (5,218 | ) |
Transfers | | | (25,138 | ) | | | 22,600 | | | | (249,744 | ) | | | (1,219 | ) | | | — | | | | 1,563 | | | | (251,938 | ) |
Currency translation adjustments | | | (334 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (334 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 222,162 | | | | 36,110 | | | | 1,037,479 | | | | 65,712 | | | | 14,342 | | | | 3,755,277 | | | | 5,131,082 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transfers from property, plant and equipment (i) | | | (50,450 | ) | | | (2,532 | ) | | | (462,748 | ) | | | — | | | | — | | | | — | | | | (515,730 | ) |
Impairment (ii) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (131,541 | ) | | | (131,541 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019 | | | (50,450 | ) | | | (2,532 | ) | | | (462,748 | ) | | | — | | | | — | | | | (131,541 | ) | | | (647,271 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additions | | | (12,738 | ) | | | (5,360 | ) | | | (6,709 | ) | | | (5,962 | ) | | | (4,793 | ) | | | (74,860 | ) | | | (110,422 | ) |
Transfers | | | (2,411 | ) | | | 2,532 | | | | 115,791 | | | | 1,219 | | | | 2 | | | | — | | | | 117,133 | |
Currency translation adjustments | | | 54 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 54 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | (65,545 | ) | | | (5,360 | ) | | | (353,666 | ) | | | (4,743 | ) | | | (4,791 | ) | | | (206,401 | ) | | | (640,506 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019 | | | 188,805 | | | | 8,894 | | | | 823,923 | | | | 66,931 | | | | 13,085 | | | | 711,242 | | | | 1,812,880 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 156,617 | | | | 30,750 | | | | 683,813 | | | | 60,969 | | | | 9,551 | | | | 3,548,876 | | | | 4,490,576 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(i) | As at January 1, 2019, the Company transferred property, plant and equipment in the amount of R$861,595 (R$1,377,325 as cost and R$515,730 of cumulated depreciation) to theright-of-use assets, as result of initial recognition of IFRS 16. Transferred assets also consider amount of R$50,168 related to advances performed at the beginning of concession, previously presented as other assets. |
(ii) | During year ended December 31, 2018, Malha Oeste, a Rumo subsidiary, recognized impairment on its long lived assets. As result of initial recognition of IFRS 16, Malha Oeste also recognized impairment on its relatedright-of-use assets. |
F-46
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
| | Leases | | | Concessions | | | Total | | | Total | |
Payables | | | | | | | | | | | | | | | | |
Rumo Malha Sul | | | — | | | | 36,032 | | | | 36,032 | | | | 60,761 | |
Rumo Malha Paulista | | | — | | | | 19,545 | | | | 19,545 | | | | 45,892 | |
| | | | | | | | | | | | | | | | |
| | | — | | | | 55,577 | | | | 55,577 | | | | 106,653 | |
Court discussion | | | | | | | | | | | | | | | | |
Rumo Malha Paulista | | | 1,830,620 | | | | — | | | | 1,830,620 | | | | 1,695,770 | |
Rumo Malha Oeste | | | 1,412,312 | | | | 85,918 | | | | 1,498,230 | | | | 1,406,145 | |
| | | | | | | | | | | | | | | | |
| | 3,242,932 | | | 85,918 | | | 3,328,850 | | | 3,101,915 | |
Total | | | 3,242,932 | | | | 141,495 | | | | 3,384,427 | | | | 3,208,568 | |
| | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 9,392 | | | | 28,797 | |
| | | | | | | | | | | | | | | | |
Non-current | | | | | | | | | | | 3,375,035 | | | | 3,179,771 | |
| | | | | | | | | | | | | | | | |
Judicial deposits at September 30, 2019 and December 31, 2018 concerning the above claims totaled:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Rumo Malha Paulista | | | 119,806 | | | | 119,806 | |
Rumo Malha Oeste | | | 20,803 | | | | 20,690 | |
| | | | | | | | |
| | | 140,609 | | | | 140,496 | |
| | | | | | | | |
The judicial deposits are recorded in the “regulatory” group, as described in Note 14.
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Tax amnesty and refinancing program—Refis | | | 225,085 | | | | 216,984 | |
ICMS – State VAT | | | 218,167 | | | | 96,793 | |
COFINS—Revenue tax | | | 90,455 | | | | 47,017 | |
PIS—Revenue tax | | | 21,260 | | | | 7,654 | |
ISS—Service tax | | | 4,189 | | | | 4,666 | |
IOF—Financial tax | | | 627 | | | | 1,318 | |
INSS—Social security | | | 11,531 | | | | 7,337 | |
Other | | | 31,786 | | | | 18,417 | |
| | | | | | | | |
| | | 603,100 | | | | 400,186 | |
| | | | | | | | |
Current | | | 447,616 | | | | 245,587 | |
| | | | | | | | |
Non-Current | | | 155,484 | | | | 154,599 | |
F-47
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
13 | Income tax and social contribution |
a) | Reconciliation of income and social contribution tax expenses |
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Profit before taxes | | | 1,531,405 | | | | 2,807,162 | | | | 392,586 | | | | 696,940 | |
Income tax and social contribution nominal rate (34%) | | | (520,678 | ) | | | (954,434 | ) | | | (133,139 | ) | | | (237,960 | ) |
Adjustments to determine the effective rate | | | | | | | — | | | | | | | | | |
Interest in earnings of investees(non-taxable income) | | | 52,096 | | | | 168,557 | | | | 29,063 | | | | 152,738 | |
Differences in tax rates on earnings / losses of overseas companies | | | 10,252 | | | | (28,404 | ) | | | 2,288 | | | | 1,689 | |
Granted income tax incentive | | | 65,882 | | | | 137,985 | | | | 11,287 | | | | — | |
Share-based payment transactions | | | 19,025 | | | | 18,472 | | | | (1,017 | ) | | | (2,940 | ) |
Interest on shareholders’ equity | | | (6,443 | ) | | | (21,233 | ) | | | (8,160 | ) | | | (21,590 | ) |
Non-deductible expenses (donations, gifts, etc.) | | | (697 | ) | | | (8,383 | ) | | | 3,230 | | | | (1,416 | ) |
Tax losses not recorded (i) | | | (18,586 | ) | | | (86,963 | ) | | | (21,758 | ) | | | (89,141 | ) |
Goodwill amortization effect | | | 318 | | | | 953 | | | | 463 | | | | 1,390 | |
Tax effects of discounts granted —PERT | | | — | | | | — | | | | — | | | | 110 | |
Other | | | 11,336 | | | | 47,290 | | | | 14,076 | | | | 9,719 | |
| | | | | | | | | | | | | | | | |
Income tax and social contribution benefit (expense)—current and deferred | | | (387,495 | ) | | | (726,160 | ) | | | (103,667 | ) | | | (186,401 | ) |
| | | | | | | | | | | | | | | | |
Effective rate—% | | | 25.30 | | | | 25.87 | | | | 26.47 | | | | 26.75 | |
| | | | | | | | | | | | | | | | |
(i) | Refers mainly to tax losses not recorded in subsidiaries of Rumo which under current conditions do not attend the requirements of future taxable profits that justify the recognition of the deferred tax assets. In accordance with Brazilian Federal Taxes rules those losses do not expire. |
F-48
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
b) | Deferred income tax assets and liabilities |
The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are presented below:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Assets credit of: | | | | | | | | |
Income tax loss carry forwards | | | 2,204,804 | | | | 2,190,068 | |
Social contribution tax loss carry forwards | | | 800,490 | | | | 801,866 | |
Temporary differences | | | | | | | | |
Foreign exchange—Loans and borrowings | | | 1,054,391 | | | | 789,220 | |
Legal proceedings provision | | | 428,695 | | | | 396,577 | |
Impairment provision | | | 213,667 | | | | 241,083 | |
Provisions for employee benefits | | | 189,719 | | | | 175,178 | |
Allowance for doubtful accounts | | | 26,745 | | | | 30,327 | |
Regulatory asset (liability) | | | 55,306 | | | | 59,597 | |
Impairment of tax credit | | | 78,373 | | | | 74,900 | |
Share-based payment transactions | | | 8,396 | | | | 5,246 | |
Profit sharing | | | 52,022 | | | | 51,601 | |
Interest on preferred shareholders payable in subsidiaries | | | 101,658 | | | | 155,562 | |
Property, plant and equipment—useful life review | | | 372,487 | | | | 277,925 | |
Temporary differences | | | 232,218 | | | | 208,104 | |
Other | | | 71,325 | | | | 67,991 | |
| | | | | | | | |
Total | | | 5,890,296 | | | | 5,525,245 | |
(-) Deferred taxes assets not recognized | | | (2,300,467 | ) | | | (2,104,742 | ) |
Liabilities credit of: | | | | | | | | |
Temporary differences | | | | | | | | |
Business combination—property, plant and equipment | | | 34,291 | | | | 63,574 | |
Tax deductible goodwill | | | (390,249 | ) | | | (389,679 | ) |
Lease | | | (45,754 | ) | | | (228,055 | ) |
Concession contract | | | (6,345 | ) | | | (6,745 | ) |
Unrealized gains on derivatives instruments | | | (1,080,507 | ) | | | (664,841 | ) |
Fair value option in loans | | | 196,387 | | | | 57,298 | |
Income on formation of joint ventures | | | (1,151,434 | ) | | | (1,135,036 | ) |
Business combination—Intangible asset | | | (3,691,440 | ) | | | (3,725,546 | ) |
Other | | | 134,449 | | | | 56,201 | |
| | | | | | | | |
Total | | | (6,000,602 | ) | | | (5,972,829 | ) |
| | | | | | | | |
Total of deferred taxes recorded | | | (2,410,773 | ) | | | (2,552,326 | ) |
| | | | | | | | |
Deferred income tax—Assets | | | 1,560,885 | | | | 1,540,693 | |
| | | | | | | | |
Deferred income tax—Liabilities | | | (3,971,658 | ) | | | (4,093,019 | ) |
| | | | | | | | |
F-49
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
c) | Changes in deferred income tax |
| | | | |
At December 31, 2018 | | | (2,552,326 | ) |
Recorded through profit and loss | | | 83,141 | |
Initial recognition of IFRS 16 (i) | | | 41,709 | |
Other | | | 16,703 | |
| | | | |
At June 30, 2019 | | | (2,410,773 | ) |
| | | | |
(i) | Refers to deferred tax assets effects on impairment ofright-use-assets of Rumo, as result of first time adoption of IFRS 16, disclosed in Note 3.1. |
The Company expects to realize the full deferred tax on tax losses and social contribution.
14 | Provision for legal proceedings |
The Company had provision for legal proceedings and judicial deposits recorded in the financial position at September 30, 2019 and December 31, 2018 in respect of:
| | | | | | | | | | | | | | | | |
| | Provision for legal proceedings | | | Judicial deposit | |
| | September 30, 2019 | | | December 31, 2018 | | | September 30, 2019 | | | December 31, 2018 | |
Tax | | | 590,759 | | | | 534,131 | | | | 492,066 | | | | 460,484 | |
Civil, environmental and regulatory | | | 391,321 | | | | 362,725 | | | | 219,126 | | | | 199,526 | |
Labor | | | 453,962 | | | | 466,312 | | | | 244,821 | | | | 218,797 | |
| | | | | | | | | | | | | | | | |
| | | 1,436,042 | | | | 1,363,168 | | | | 956,013 | | | | 878,807 | |
| | | | | | | | | | | | | | | | |
Changes in provision for legal proceedings:
| | | | | | | | | | | | | | | | |
| | Tax | | | Civil, environmental and regulatory | | | Labor | | | Total | |
At December 31, 2018 | | | 534,131 | | | | 362,725 | | | | 466,312 | | | | 1,363,168 | |
Provisions | | | 31,556 | | | | 20,331 | | | | 71,978 | | | | 123,865 | |
Settlement / Write-offs | | | (13,866 | ) | | | (36,603 | ) | | | (108,480 | ) | | | (158,949 | ) |
Exchange rate | | | (82 | ) | | | — | | | | 1 | | | | (81 | ) |
Monetary variation (i) | | | 39,020 | | | | 44,868 | | | | 24,151 | | | | 108,039 | |
| | | | | | | | | | | | | | | | |
At September 30, 2019 | | | 590,759 | | | | 391,321 | | | | 453,962 | | | | 1,436,042 | |
| | | | | | | | | | | | | | | | |
(i) | Includes interest reversal. |
The Company’s debts with legal proceedings are secured by assets, cash deposit, bank guarantee or insurance guarantee.
F-50
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Tax: The principal tax proceedings for which the risk of loss is probable are described below:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Compensation with FINSOCIAL | | | 291,870 | | | | 286,929 | |
INSS—Social security | | | 96,396 | | | | 80,134 | |
State VAT—ICMS credit | | | 96,941 | | | | 72,941 | |
PIS and COFINS | | | 2,532 | | | | 171 | |
IPI—Excise tax credit—NT (i) | | | 53,411 | | | | 28,931 | |
Federal income taxs | | | 1,782 | | | | 1,589 | |
Other | | | 47,827 | | | | 63,436 | |
| | | | | | | | |
| | | 590,759 | | | | 534,131 | |
| | | | | | | | |
(i) | During the period ended September 30, 2019, the Company recorded provision for lawsuits IPI Seletividade, related to period from November 1992 to December 1995, judged by the Brazilian Federal Supreme Court (“STF”), using the General Repercussion method (RE n ° 592,145, item 080), in the amount of R$53,109, with unfavorable scenario for the Company. |
Civil, regulatory, environmental and other claims: Company and its subsidiaries are parties to a number of civil legal claims related to (i) indemnity for material and moral damages; (ii) termination of different kinds of agreements (iii) public civil claims related to sugarcane stubble burning; and (iv) compliance with terms of conduct adjustment, among other issues.
Labor claims: Cosan and its subsidiaries are also parties to a number of labor claims filed by former employees and service providers challenging, among other matters, the payment of overtime, night shift premiums and risk premiums, the recognition of employment relationships and the reimbursement of discounts from payroll, such as social contribution and trade union charges. Additionally, we are involved in several labor administrative and judicial proceedings such as labor investigations and class actions filed by the labor prosecutor’s office regarding allegednon-compliance with certain labor regulations, including work and safety rules, labor conditions and work environment, and social assistance plans. Moreover, we entered into certain consent orders (Termos de Ajustamento de Conduta) with Brazilian authorities and in the event, we fail to comply with such consent orders, we could be subject to fines.
F-51
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Theprincipal proceedings for which we deem the risk of loss as possible are described below:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Civil | | | 3,427,395 | | | | 3,258,113 | |
Labor | | | 969,687 | | | | 990,913 | |
Regulatory | | | 898,140 | | | | 699,301 | |
Environmental | | | 681,127 | | | | 460,911 | |
| | | | | | | | |
| | | 5,976,349 | | | | 5,409,238 | |
| | | | | | | | |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
ICMS—State VAT (iv) | | | 2,859,618 | | | | 2,684,248 | |
Federal income taxes | | | 3,465,109 | | | | 3,372,743 | |
IRRF—Withholding tax | | | 946,658 | | | | 982,134 | |
PIS and COFINS—Revenue taxes (v) | | | 1,586,476 | | | | 1,408,519 | |
INSS—Social security and other | | | 220,206 | | | | 260,712 | |
Goodwill Rumo | | | 542,680 | | | | 529,788 | |
IPI—Excise tax credit—NT (ii) | | | 449,761 | | | | 490,500 | |
Penalties related to tax positions (i) | | | 475,322 | | | | 449,039 | |
MP 470—Tax installments | | | 226,406 | | | | 297,902 | |
Foreign financial operation (iii) | | | 28,505 | | | | 290,220 | |
Compensation with IPI—IN 67/98 | | | 136,373 | | | | 134,642 | |
Stock option | | | 69,607 | | | | 67,991 | |
Financial transactions tax on loan | | | 51,659 | | | | 52,585 | |
Social security contributions | | | — | | | | 4,121 | |
Compensation credit award | | | 42,925 | | | | 43,121 | |
Other | | | 695,353 | | | | 417,598 | |
| | | | | | | | |
| | | 11,796,658 | | | | 11,485,863 | |
| | | | | | | | |
(i) | The addition refers to a supplement to the isolated fine imposed due to thenon-approval of the claims claimed. |
(ii) | The reduction in IPI amounts, classified as possible losses, during the period ended September 30, 2019, is related to the decision to provide the lawsuits over the same period, as described above in section “a)—Probable losses—Tax “. |
(iii) | Reversal of definitive successes in administrative proceedings. |
(iv) | The addition mainly refers to new assessments for alleged misuse of ICMS credit on invoices for the provision of rail freight services for export at the subsidiary Cosan Logística. |
(v) | The additions refer mainly to the reevaluation of lawsuits related to assessments for allegednon-taxation by PIS and COFINS of traffic revenues and right of way billed at the subsidiary Cosan Logística. |
F-52
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
At September 30, 2019, Cosan Limited’s share capital is composed of the following:
| | | | | | | | | | | | | | | | |
Shareholders—Common shares | | Class A common shares | | | % | | | Class B common shares | | | % | |
Controlling group | | | 19,514,418 | | | | 13.73% | | | | 96,332,044 | | | | 100.00% | |
Renaissance Technologies LLC | | | 1,549,696 | | | | 1.09% | | | | — | | | | — | |
M&G Investment Management Limited | | | 3,222,113 | | | | 2.27% | | | | — | | | | — | |
Eastspring Investments (Singapore) Limited | | | 3,805,730 | | | | 2.68% | | | | — | | | | — | |
Free Float | | | 97,385,302 | | | | 68.53% | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total shares outstanding | | | 125,477,259 | | | | 88.29% | | | | 96,332,044 | | | | 100.00% | |
| | | | | | | | | | | | | | | | |
Treasury shares | | | 16,638,275 | | | | 11.71% | | | | — | | | | — | |
Total | | | 142,115,534 | | | | 100.00% | | | | 96,332,044 | | | | 100.00% | |
| | | | | | | | | | | | | | | | |
The Company holds 16,638,275 Class A treasury shares as of September 30, 2019 (26,011,673 as of December 31, 2018) with a market value of US $ 14.90 per share as of September 30, 2019 (US $ 8;80 per share as of December 31, 2018). This reduction refers to the following movement:
| a) | Cancellation of 32,239,807 shares; |
| b) | Public offering for the repurchase of shares, totaling 24,472,940 shares in the amount of R$1,127,673; |
| c) | Exercise of share-based compensation plans totaling 1,606,531. |
c) | Other comprehensive (loss) income |
| | | | | | | | | | | | |
| | December 31, 2018 | | | Comprehensive (loss) income | | | September 30, 2019 | |
Foreign currency translation effects | | | (533,917 | ) | | | (48,548 | ) | | | (582,465 | ) |
Loss on cash flow hedge in joint ventures | | | 21,493 | | | | (250,277 | ) | | | (228,784 | ) |
Actuarial loss on defined benefit plan | | | (99,246 | ) | | | (2 | ) | | | (99,248 | ) |
Financial instruments with subsidiaries | | | 15,000 | | | | — | | | | 15,000 | |
Change in fair values of financial assets | | | 1,085 | | | | 103 | | | | 1,188 | |
| | | | | | | | | | | | |
Total | | | (595,585 | ) | | | (298,724 | ) | | | (894,309 | ) |
| | | | | | | | | | | | |
Attributable to: | | | | | | | | | | | | |
Owners of the Company | | | (587,173 | ) | | | (232,336 | ) | | | (819,509 | ) |
Non-controlling interests | | | (8,412 | ) | | | (66,388 | ) | | | (74,800 | ) |
F-53
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | |
| | December 31, 2017 | | | Comprehensive (loss) income | | | September 30, 2018 | |
Foreign currency translation effects | | | (372,343 | ) | | | (275,943 | ) | | | (648,286 | ) |
Gain on cash flow hedge in joint ventures | | | 14,610 | | | | (112,937 | ) | | | (98,327 | ) |
Actuarial loss on defined benefit plan | | | (44,937 | ) | | | (1,042 | ) | | | (45,979 | ) |
Financial instruments with subsidiaries | | | 15,000 | | | | — | | | | 15,000 | |
Change in fair values of financial assets | | | 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 | ) |
The following table sets forth the calculation of earnings per share (in thousands of Brazilian Reais, except per share amounts):
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Profit attributable from continued operation to ordinary equity holders for basic earnings | | | 560,786 | | | | 959,403 | | | | 62,997 | | | | 191,983 | |
Effect of dilution: | | | | | | | | | | | | | | | | |
Dilutive effect of subsidiary’s stock option plan | | | (2,373 | ) | | | (3,374 | ) | | | (295 | ) | | | (675 | ) |
Dilutive effect of put option | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Profit from continued operation attributable to ordinary equity holders adjusted for the effect of dilution | | | 558,413 | | | | 956,029 | | | | 62,702 | | | | 191,308 | |
Basic number of shares outstanding – In thousands of shares | | | 230,934 | | | | 230,692 | | | | 244,676 | | | | 243,859 | |
Effect of dilution: | | | | | | | | | | | | | | | | |
Dilutive effect of stock option plan | | | 8,062 | | | | 8,791 | | | | 9,451 | | | | 10,267 | |
| | | | | | | | | | | | | | | | |
Diluted number of shares outstanding – In thousands of shares | | | 238,996 | | | | 239,483 | | | | 254,127 | | | | 254,126 | |
Basic earnings (loss) per share from: | | R$ | 2.4283 | | | R$ | 4.1588 | | | R$ | 0.2575 | | | R$ | 0.7873 | |
| | | | | | | | | | | | | | | | |
| | R$ | 2.4283 | | | R$ | 4.1588 | | | R$ | 0.2575 | | | R$ | 0.7873 | |
Diluted earnings (loss) per share from: | | R$ | 2.3365 | | | R$ | 3.9921 | | | R$ | 0.2467 | | | R$ | 0.7528 | |
| | | | | | | | | | | | | | | | |
| | R$ | 2.3365 | | | R$ | 3.9921 | | | R$ | 0.2467 | | | R$ | 0.7528 | |
F-54
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Thenon-controlling interests of the indirect subsidiary Brado Logística S.A. (“Brado”) have the right to exercise a liquidity option provided for in the shareholders’ agreement signed on August 5, 2013. This option would exchange all Brado shares held by such minority shareholders by shares of 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.
The following is an analysis of the Company’s revenue for the period from continuing operations:
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Gross revenue from sales of products and services | | | 6,589,598 | | | | 17,884,801 | | | | 5,576,195 | | | | 14,536,331 | |
Construction revenue | | | 199,730 | | | | 541,780 | | | | 106,781 | | | | 292,451 | |
Indirect taxes and deductions | | | (1,058,140 | ) | | | (2,902,322 | ) | | | (904,559 | ) | | | (2,432,446 | ) |
| | | | | | | | | | | | | | | | |
Net sales | | | 5,731,188 | | | | 15,524,259 | | | | 4,778,417 | | | | 12,396,336 | |
| | | | | | | | | | | | | | | | |
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
At a point in time | | | | | | | | | | | | | | | | |
Gas distribution | | | 2,367,023 | | | | 6,398,122 | | | | 1,684,695 | | | | 4,582,588 | |
Lubricants and basic oil | | | 1,083,452 | | | | 3,106,661 | | | | 779,535 | | | | 2,538,685 | |
Other | | | 19,094 | | | | 44,796 | | | | 301,251 | | | | 50,461 | |
| | | | | | | | | | | | | | | | |
| | | 3,469,569 | | | | 9,549,579 | | | | 2,765,481 | | | | 7,171,734 | |
Over time | | | | | | | | | | | | | | | — | |
Transportation | | | 1,575,279 | | | | 4,798,439 | | | | 1,612,970 | | | | 4,280,105 | |
Port elevation | | | 78,535 | | | | 219,061 | | | | 94,727 | | | | 228,206 | |
Construction revenue | | | 199,730 | | | | 541,780 | | | | 106,781 | | | | 292,451 | |
Other services | | | 422,786 | | | | 438,697 | | | | 176,423 | | | | 454,106 | |
| | | | | | | | | | | | | | | | |
| | | 2,276,330 | | | | 5,997,977 | | | | 1,990,901 | | | | 5,254,868 | |
Elimination | | | (14,711 | ) | | | (23,297 | ) | | | 22,035 | | | | (30,266 | ) |
| | | | | | | | | | | | | | | | |
Total of net sales | | | 5,731,188 | | | | 15,524,259 | | | | 4,778,417 | | | | 12,396,336 | |
| | | | | | | | | | | | | | | | |
F-55
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
18 | Costs and expenses by nature |
The costs and expenses are presented in the statement of profit and loss by function. The reconciliation of income by nature/purpose is as follows:
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Raw materials and consumables used (i) | | | (2,149,588 | ) | | | (6,143,710 | ) | | | (1,883,558 | ) | | | (4,680,160 | ) |
Construction cost | | | (199,730 | ) | | | (541,780 | ) | | | (106,781 | ) | | | (292,451 | ) |
Expenses with third-party services | | | (174,432 | ) | | | (456,402 | ) | | | (146,338 | ) | | | (427,414 | ) |
Employee benefit expense | | | (428,120 | ) | | | (1,189,024 | ) | | | (367,883 | ) | | | (1,023,917 | ) |
Transportation expenses | | | (688,844 | ) | | | (1,921,027 | ) | | | (687,376 | ) | | | (1,787,779 | ) |
Leases and concessions expenses | | | — | | | | — | | | | (54,088 | ) | | | (160,852 | ) |
Leases expenses | | | (12,387 | ) | | | (37,239 | ) | | | (3,273 | ) | | | (10,653 | ) |
Depreciation and amortization | | | (569,081 | ) | | | (1,687,202 | ) | | | (488,972 | ) | | | (1,460,062 | ) |
Other | | | (179,298 | ) | | | (444,877 | ) | | | (165,671 | ) | | | (428,935 | ) |
| | | | | | | | | | | | | | | | |
| | | (4,401,480 | ) | | | (12,421,261 | ) | | | (3,903,940 | ) | | | (10,272,223 | ) |
Cost of sales | | | (3,764,806 | ) | | | (10,711,479 | ) | | | (3,406,199 | ) | | | (8,832,176 | ) |
Selling expenses | | | (300,649 | ) | | | (832,575 | ) | | | (255,186 | ) | | | (747,787 | ) |
General and administrative expenses | | | (336,025 | ) | | | (877,207 | ) | | | (242,555 | ) | | | (692,260 | ) |
| | | | | | | | | | | | | | | | |
| | | (4,401,480 | ) | | | (12,421,261 | ) | | | (3,903,940 | ) | | | (10,272,223 | ) |
(i) | The increase in raw material costs during the period ended September 30, 2019, refers to the increase in unit gas cost of Comgás segment operations added to the increase in Moove segment operations. |
19 | Other income (expenses), net |
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Gain on compensation claims | | | 400,000 | | | | 400,000 | | | | — | | | | — | |
Revenue from sale of scrap | | | 16,066 | | | | 30,564 | | | | 11,002 | | | | 36,327 | |
Tax Extemporary credits | | | 197,990 | | | | 261,314 | | | | 62 | | | | 2,237 | |
Gain on litigation indemnification | | | — | | | | 50,284 | | | | — | | | | — | |
Gain (Loss) from port operations | | | 2,192 | | | | 4,668 | | | | 1,673 | | | | 3,933 | |
Loss on disposal ofnon-current assets and intangibles | | | (10,633 | ) | | | (17,844 | ) | | | (2,276 | ) | | | (3,170 | ) |
Net effect of legal proceedings, recoverable and tax installments | | | (23,413 | ) | | | (88,187 | ) | | | (30,953 | ) | | | (88,408 | ) |
Other | | | (45,508 | ) | | | (105,789 | ) | | | (24,214 | ) | | | (39,145 | ) |
| | | | | | | | | | | | | | | | |
| | | 536,694 | | | | 535,010 | | | | (44,706 | ) | | | (88,226 | ) |
| | | | | | | | | | | | | | | | |
F-56
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Details of finance income and costs are as follows:
| | | | | | | | | | | | | | | | |
| | July 1, 2019 to September 30, 2019 | | | January 1, 2019 to September 30, 2019 | | | July 1, 2018 to September 30, 2018 | | | January 1, 2018 to September 30, 2018 | |
Cost of gross debt | | | | | | | | | | | | | | | | |
Interest on debt | | | (397,903 | ) | | | (1,180,133 | ) | | | (394,151 | ) | | | (1,240,954 | ) |
Monetary and exchange rate variation | | | (873,648 | ) | | | (776,166 | ) | | | (400,302 | ) | | | (1,806,720 | ) |
Derivatives and fair value measurement | | | 1,021,305 | | | | 1,087,259 | | | | 387,076 | | | | 1,609,017 | |
Amortization of borrowing costs | | | (21,163 | ) | | | (45,009 | ) | | | (12,105 | ) | | | (47,950 | ) |
Finance and warranties on debt | | | (16,452 | ) | | | (57,578 | ) | | | (23,296 | ) | | | (91,749 | ) |
| | | | | | | | | | | | | | | | |
| | | (287,861 | ) | | | (971,627 | ) | | | (442,778 | ) | | | (1,578,356 | ) |
Income from financial investment and exchange rate in cash and cash equivalents | | | 106,656 | | | | 290,652 | | | | 108,373 | | | | 336,658 | |
| | | | | | | | | | | | | | | | |
Cost of debt, net | | | (181,205 | ) | | | (680,975 | ) | | | (334,405 | ) | | | (1,241,698 | ) |
Other charges and monetary variations | | | | | | | | | | | | | | | | |
Interest on other receivables | | | 67,826 | | | | 169,332 | | | | 22,150 | | | | 85,751 | |
Interest on other liabilities | | | (39,674 | ) | | | (121,951 | ) | | | (55,525 | ) | | | (151,054 | ) |
Monetary variation on leases and concessions agreements | | | (49,051 | ) | | | (147,442 | ) | | | (48,016 | ) | | | (140,583 | ) |
Monetary variation on leases | | | (102,849 | ) | | | (240,376 | ) | | | (16,694 | ) | | | (89,189 | ) |
Advances on real state credits | | | — | | | | — | | | | (2,740 | ) | | | (9,228 | ) |
Interest on shareholders’ equity | | | (833 | ) | | | (1,758 | ) | | | (1,210 | ) | | | (933 | ) |
Interest on contingencies and contracts | | | (23,513 | ) | | | (104,417 | ) | | | (55,281 | ) | | | (104,925 | ) |
Bank charges and other | | | (93,537 | ) | | | (142,516 | ) | | | (26,042 | ) | | | (73,198 | ) |
Exchange variation | | | (65,387 | ) | | | (56,500 | ) | | | (5,901 | ) | | | (63,120 | ) |
| | | | | | | | | | | | | | | | |
| | | (307,018 | ) | | | (645,628 | ) | | | (189,259 | ) | | | (546,479 | ) |
| | | | | | | | | | | | | | | | |
Finance results, net | | | (488,223 | ) | | | (1,326,603 | ) | | | (523,664 | ) | | | (1,788,177 | ) |
| | | | | | | | | | | | | | | | |
Reconciliation | | | | | | | | | | | | | | | | |
Finance expense | | | (842,444 | ) | | | (2,772,617 | ) | | | (925,992 | ) | | | (1,938,293 | ) |
Finance income | | | 212,017 | | | | 530,887 | | | | 179,977 | | | | 527,068 | |
Foreign exchange (losses) gain, net | | | (939,035 | ) | | | (831,922 | ) | | | (408,650 | ) | | | (1,876,386 | ) |
Derivatives | | | 1,081,239 | | | | 1,747,049 | | | | 631,001 | | | | 1,499,434 | |
| | | | | | | | | | | | | | | | |
Finance results, net | | | (488,223 | ) | | | (1,326,603 | ) | | | (523,664 | ) | | | (1,788,177 | ) |
| | | | | | | | | | | | | | | | |
F-57
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
21 | Financial risk management |
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
As at September 30, 2019 and December 31, 2018, the Company had the following net exposure to the exchange rate variations on assets and liabilities denominated in Dollar (US$) and Euro (E$):
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Cash and cash equivalents | | | 460,873 | | | | 1,285,156 | |
Trade receivables | | | 17,619 | | | | 51,734 | |
Trade payables | | | (106,504 | ) | | | (245,885 | ) |
Loans, borrowings and debentures | | | (16,801,980 | ) | | | (13,480,808 | ) |
Leases | | | (70,893 | ) | | | — | |
Contingent consideration payable | | | (77,400 | ) | | | (64,969 | ) |
Derivative financial instruments (notional) | | | 12,582,781 | | | | 11,064,567 | |
| | | | | | | | |
Foreign exchange exposure, net | | | (3,995,504 | ) | | | (1,390,205 | ) |
| | | | | | | | |
The sensitivity of profit or loss to changes in the exchange rates arises mainly from U.S. Dollar denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges though its joint ventures.
A reasonably possible strengthening (weakening) of the Real to U.S. Dollar and Euro (E$) at September 30, 2019 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. Stressed scenarios (positive and negative effects, before tax effects) were defined based on changes of a 25% and 50% to the U.S. Dollar and Euro (E$) exchange rates used in the probable scenario. The Company’s exposure to foreign currency changes for all other currencies is not material.
F-58
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Variation scenario | |
Instrument | | Risk factor | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents | | U.S.$ fluctuation | | | (21,514 | ) | | | 109,840 | | | | 219,679 | | | | (109,840 | ) | | | (219,679 | ) |
Trade receivables | | U.S.$ fluctuation | | | (827 | ) | | | 4,215 | | | | 8,430 | | | | (4,215 | ) | | | (8,430 | ) |
Trade payables | | U.S.$ fluctuation | | | 4,971 | | | | (25,383 | ) | | | (50,766 | ) | | | 25,383 | | | | 50,766 | |
Exchange rate derivatives | | U.S.$ fluctuation | | | (566,038 | ) | | | 3,130,397 | | | | 6,259,892 | | | | (3,128,592 | ) | | | (6,258,087 | ) |
Loans, borrowings and debentures | | U.S.$ fluctuation | | | 592,527 | | | | (3,034,859 | ) | | | (6,069,716 | ) | | | 3,034,859 | | | | 6,069,716 | |
Leases | | U.S.$ fluctuation | | | 3,309 | | | | (16,896 | ) | | | (33,792 | ) | | | 16,896 | | | | 33,792 | |
Contingent consideration payable | | U.S.$ fluctuation | | | 3,614 | | | | (18,447 | ) | | | (36,894 | ) | | | 18,447 | | | | 36,894 | |
| | | | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | | | 16,042 | | | | 148,867 | | | | 296,833 | | | | (147,062 | ) | | | (295,028 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
The probable scenario considers the estimated exchange rates, made by a specialized third part, at the due date of the transactions for the companies with functional currency Real (positive and negative, before tax effects), as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Exchange rate sensitivity analysis (R$/US$) and (R$/Euro) | |
| | | | | Scenario | |
| | September 30, 2019 | | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
U.S.$ | | | 4.1644 | | | | 3.9700 | | | | 4.9625 | | | | 5.9550 | | | | 2.9775 | | | | 1.9850 | |
Euro | | | 4.5425 | | | | 4.4464 | | | | 5.5580 | | | | 6.6696 | | | | 3.3348 | | | | 2.2232 | |
The Company and its subsidiaries monitor the fluctuations in variable interest rates in connection with its borrowings, especially those that accrue interest using LIBOR, and uses derivative instruments in order to minimize variable interest rate fluctuation risks.
A sensitivity analysis on the interest rates on loans and borrowings in compensation for the CDI investments withpre-tax increases and decreases of 25% and 50% is presented below:
| | | | | | | | | | | | | | | | | | | | |
| | September 30, 2019 | |
Exposure interest rate | | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
Cash and cash equivalents | | | 221,208 | | | | 55,303 | | | | 110,604 | | | | (55,303 | ) | | | (110,604 | ) |
Marketable securities | | | 115,318 | | | | 28,830 | | | | 57,660 | | | | (28,830 | ) | | | (57,660 | ) |
Consideration asset | | | 4,496 | | | | 318 | | | | 381 | | | | (191 | ) | | | (127 | ) |
Restricted cash | | | 7,615 | | | | 1,904 | | | | 3,808 | | | | (1,904 | ) | | | (3,808 | ) |
Leases | | | (12,734 | ) | | | (2,802 | ) | | | (5,604 | ) | | | 2,802 | | | | 5,604 | |
Derivative financial instruments | | | 19,793 | | | | (1,032,730 | ) | | | (1,962,003 | ) | | | 1,058,775 | | | | 2,146,737 | |
Loans, borrowings and debentures | | | (999,999 | ) | | | (99,827 | ) | | | (199,652 | ) | | | 99,827 | | | | 199,652 | |
| | | | | | | | | | | | | | | | | | | | |
Impacts on profit or loss | | | (644,303 | ) | | | (1,049,004 | ) | | | (1,994,806 | ) | | | 1,075,176 | | | | 2,179,794 | |
| | | | | | | | | | | | | | | | | | | | |
F-59
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
The probable scenario considers the estimated interest rate, made by a specialized third part and Central Bank of Brazil (Banco Central do Brasil), or BACEN, as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Probable | | | 25% | | | 50% | | | -25% | | | -50% | |
SELIC | | | 4.90% | | | | 6.13% | | | | 7.35% | | | | 3.68% | | | | 2.45% | |
CDI | | | 4.90% | | | | 6.13% | | | | 7.35% | | | | 3.68% | | | | 2.45% | |
TJLP462 (TJLP + 1% p.a.) | | | 6.20% | | | | 7.50% | | | | 8.80% | | | | 4.90% | | | | 3.60% | |
TJLP | | | 5.20% | | | | 6.50% | | | | 7.80% | | | | 3.90% | | | | 2.60% | |
IGPM | | | 3.79% | | | | 4.74% | | | | 5.69% | | | | 2.84% | | | | 1.90% | |
IPCA | | | 3.85% | | | | 4.81% | | | | 5.78% | | | | 2.89% | | | | 1.93% | |
Fed Funds | | | 1.40% | | | | 1.75% | | | | 2.10% | | | | 1.05% | | | | 0.70% | |
Libor | | | 1.38% | | | | 1.73% | | | | 2.07% | | | | 1.04% | | | | 0.69% | |
The Company’s regular operations expose it to potential defaults when customers, suppliers and counterparties are unable to comply with their financial or other commitments. The Company seeks to mitigate this risk by entering into transactions with a diverse pool of counterparties. However, the Company continues to remain subject to unexpected third party financial failures that could disrupt its operations. The exposure to credit risk was as follows:
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Cash and cash equivalents | | | 6,413,071 | | | | 3,621,798 | |
Trade receivables | | | 2,353,433 | | | | 1,588,192 | |
Marketable securities | | | 2,054,538 | | | | 4,202,835 | |
Derivative financial instruments | | | 4,332,069 | | | | 2,548,857 | |
Receivables from related parties | | | 250,226 | | | | 135,070 | |
Dividends receivable | | | 34,339 | | | | 27,320 | |
Restricted cash | | | 155,417 | | | | 115,124 | |
| | | | | | | | |
| | | 15,593,093 | | | | 12,239,196 | |
| | | | | | | | |
The Company is also exposed to risks in connection with its cash management activities and temporary investments.
Liquid assets are invested primarily in government security and other investments in Banks with a minimum grade of “A.” Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.
F-60
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed on an annual basis and may be updated throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure to make payments. The 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, 2019 | | | December 31, 2018 | |
AAA | | | 10,356,476 | | | | 8,911,418 | |
AA | | | 2,897,514 | | | | 1,577,196 | |
| | | | | | | | |
| | | 13,253,990 | | | | 10,488,614 | |
| | | | | | | | |
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The financial liabilities of the Company sorted by due dates (based on undiscounted cash flows contracted) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
| | Up to 1 year | | | 1—2 years | | | 3—5 years | | | More than 5 years | | | Total | | | Total | |
Loans, borrowings and debentures | | | (4,019,466 | ) | | | (3,400,277 | ) | | | (16,147,585 | ) | | | (18,962,465 | ) | | | (42,529,793 | ) | | | (31,569,411 | ) |
Trade payables | | | (2,197,764 | ) | | | — | | | | — | | |
| —
|
| | | (2,197,764 | ) | | | (1,923,920 | ) |
Other financial liabilities | | | (445,612 | ) | | | — | | |
| —
|
| |
| —
|
| | | (445,612 | ) | | | (455,702 | ) |
Tax installments—REFIS | | | (10,417 | ) | | | (8,464 | ) | | | (22,005 | ) | | | (172,559 | ) | | | (213,445 | ) | | | (232,358 | ) |
Leases | | | (609,445 | ) | | | (560,821 | ) | | | (1,524,895 | ) | | | (5,046,677 | ) | | | (7,741,838 | ) | | | (837,662 | ) |
Derivative financial instruments | | | (376,258 | ) | | | 570,601 | | | | 1,577,912 | | | | 2,377,346 | | | | 4,149,601 | | | | 3,453,882 | |
Payables to related parties | | | (7,606 | ) | | | — | | |
| —
|
| |
| —
|
| | | (7,606 | ) | | | (355,971 | ) |
Dividends payable | | | (9,392 | ) | | | — | | |
| —
|
| |
| —
|
| | | (9,392 | ) | | | (187,415 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | (7,675,960 | ) | | | (3,398,961 | ) | | | (16,116,573 | ) | | | (21,804,355 | ) | | | (48,995,849 | ) | | | (32,108,557 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
F-61
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
22 | Post-employment benefits |
| | | | | | | | |
| | September 30, 2019 | | | December 31, 2018 | |
Futura | | | 81,253 | | | | 75,298 | |
Futura II | | | 304 | | | | 252 | |
Comgás | | | 516,533 | | | | 504,320 | |
| | | | | | | | |
| | | 598,090 | | | | 579,870 | |
| | | | | | | | |
During the period ended September 30, 2019, the amount of sponsor contributions to the plans was R$26,989 (R$23,645 on September 30, 2018).
On May 21, 2019, the Board of Directors approved the replacement of the 5,029,000 stock option plans to the stock-based compensation plan, whose participants may opt for voluntary membership. In the event of all participants made the Option Plan, 2,396,110 shares of subsidiary Cosan S.A. will be granted in replacement of the currently existing options and the fair value remeasured. In the modification, an incremental cost of R$52,897 was calculated, of which R$29,294 was immediately recognized in income and R$23,603 will be recognized over the vesting of each program.
The plans have been administered by the Board of Directors, at its option, by a Committee, within the limits established in the guidelines for the elaboration and structuring of each plan and in the applicable legislation.
The detail of plans, including the quantity of granted shares and expected life in years is as follow:
| | | | | | | | | | | | | | | | | | | | | | | | |
Type of award / Grant date (i) | | Company | | | Expected life (years) | | | Granted | | | Exercised / canceled / transferred | | | Replaced | | | Available | |
Stock option programs | | | | | | | | | | | | | | | | | | | | | | | | |
August 18, 2011 – (A) | | | Cosan S.A. | | | | 1 to 7 | | | | 4,825,000 | | | | (4,825,000 | ) | | | — | | | | — | |
August 18, 2011 – (B) | | | Cosan S.A. | | | | 1 to 12 | | | | 5,000,000 | | | | (2,500,000 | ) | | | (2,500,000 | ) | | | — | |
December 12, 2012 – (C) | | | Cosan S.A. | | | | 1 to 7 | | | | 700,000 | | | | (560,000 | ) | | | (140,000 | ) | | | — | |
April 24, 2013 | | | Cosan S.A. | | | | 5 to 7 | | | | 970,000 | | | | (120,000 | ) | | | (850,000 | ) | | | — | |
April 25, 2014 | | | Cosan S.A. | | | | 5 to 7 | | | | 960,000 | | | | (80,000 | ) | | | (880,000 | ) | | | — | |
August 31, 2015 | | | Cosan S.A. | | | | 5 to 7 | | | | 759,000 | | | | (100,000 | ) | | | (659,000 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 13,214,000 | | | | (8,185,000 | ) | | | (5,029,000 | ) | | | — | |
(i) | The 5,029,000 options originally granted under the Stock Option Plan granted were replaced by 2,396,110 shares of the Share Based Compensation Program granted on July 1, 2019, which will be delivered considering the same vesting date of which original program. |
F-62
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| | | | | | | | | | | | | | | | | | | | |
Type of award / Grant date | | Company | | | Expected life (years) | | | Granted | | | Exercised / canceled / transferred | | | Available | |
Stock grant programs | | | | | | | | | | | | | | | | | | | | |
April 27, 2017 | | | Cosan S.A. | | | | 5 | | | | 274,000 | | | | (71,700 | ) | | | 202,300 | |
July 31, 2017 | | | Cosan S.A. | | | | 5 | | | | 298,107 | | | | (78,948 | ) | | | 219,159 | |
July 31, 2018 | | | Cosan S.A. | | | | 5 | | | | 210,602 | | | | — | | | | 210,602 | |
July 31, 2019 | | | Cosan S.A. | | | | 5 | | | | 31,031 | | | | — | | | | 31,031 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Cosan S.A. | | | | | | | | | | | 813,740 | | | | (150,648 | ) | | | 663,092 | |
April 20, 2017 | | | Comgás | | | | 5 | | | | 61,300 | | | | (4,725 | ) | | | 56,575 | |
August 12, 2017 | | | Comgás | | | | 5 | | | | 97,780 | | | | (6,000 | ) | | | 91,780 | |
August 1, 2018 | | | Comgás | | | | 5 | | | | 96,787 | | | | — | | | | 96,787 | |
July 31, 2019 | | | Comgás | | | | 5 | | | | 83,683 | | | | — | | | | 83,683 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Comgás | | | | | | | | | | | 339,550 | | | | (10,725 | ) | | | 328,825 | |
October 1, 2015 | | | Rumo S.A | | | | 5 | | | | 1,485,900 | | | | (214,000 | ) | | | 1,271,900 | |
January 2, 2017 | | | Rumo S.A | | | | 5 | | | | 1,476,000 | | | | (185,700 | ) | | | 1,290,300 | |
September 1, 2017 | | | Rumo S.A | | | | 5 | | | | 870,900 | | | | (118,150 | ) | | | 752,750 | |
August 1, 2018 | | | Rumo S.A | | | | 5 | | | | 1,149,544 | | | | (71,099 | ) | | | 1,078,445 | |
August 15, 2019 | | | Rumo S.A | | | | 5 | | | | 843,152 | | | | — | | | | 843,152 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Rumo S.A. | | | | | | | | | | | 5,825,496 | | | | (588,949 | ) | | | 5,236,547 | |
August 18, 2017 (ii) | | | Cosan Limited | | | | 5 | | | | 3,530,163 | | | | (3,530,163 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Cosan Limited | | | | | | | | | | | 3,530,163 | | | | (3,530,163 | ) | | | — | |
Stock grant – Replacement | | | | | | | | | | | | | | | | | | | | |
August 18, 2011 – (B) (i) | | | Cosan S.A. | | | | 1 a 12 | | | | 1,501,626 | | | | (1,050,752 | ) | | | 450,874 | |
December 12, 2012 – (C) | | | Cosan S.A. | | | | 1 a 7 | | | | 24,647 | | | | (24,647 | ) | | | — | |
April 24, 2013 | | | Cosan S.A. | | | | 5 a 7 | | | | 122,123 | | | | (83,807 | ) | | | 38,316 | |
April 25, 2014 | | | Cosan S.A. | | | | 5 a 7 | | | | 283,808 | | | | (194,208 | ) | | | 89,600 | |
August 31, 2015 | | | Cosan S.A. | | | | 5 a 7 | | | | 463,906 | | | | (157,242 | ) | | | 306,664 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Cosan S.A. | | | | | | | | | | | 2,396,110 | | | | (1,510,656 | ) | | | 885,454 | |
August 18, 2011 – (B) | | | Cosan Logística | | | | 1 a 12 | | | | 162,464 | | | | (79,448 | ) | | | 83,016 | |
December 12, 2012 – (C) | | | Cosan Logística | | | | 1 a 7 | | | | 277 | | | | (277 | ) | | | — | |
April 24, 2013 | | | Cosan Logística | | | | 5 a 7 | | | | 1,926 | | | | (1,059 | ) | | | 867 | |
April 25, 2014 | | | Cosan Logística | | | | 5 a 7 | | | | 23,682 | | | | (12,966 | ) | | | 10,716 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Cosan Logística S.A. | | | | | | | | | | | 188,349 | | | | (93,750 | ) | | | 94,599 | |
Cash-settled transactions | | | | | | | | | | | | | | | | | | | | |
September 21, 2017 | | | Cosan Limited | | | | 5 | | | | 255,000 | | | | — | | | | 255,000 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Cosan Limited | | | | | | | | | | | 255,000 | | | | — | | | | 255,000 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | 26,562,408 | | | | (14,069,891 | ) | | | 2,434,517 | |
| | | | | | | | | | | | | | | | | | | | |
(i) | In the quarter 661,620 shares were settle by Cash in the amount of R$45,961 and 389,132 shares were delivered by the subsidiary Cosan S.A. to their executives. |
(ii) | In the quarter 650,000 shares were granted to a new member who exercised 130,000 shares. In addition, 1,476,531 were exercised by the members totaling 1,606,531 shares exercised. |
F-63
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
| a) | Reconciliation of outstanding share options |
The movement in the number of awards outstanding and their related weighted-average exercise prices are as follows:
| | | | | | | | | | | | | | | | |
| | Stock option programs | | | Stock grant programs | | | Total | | | Weighted- average exercise price | |
At December 31, 2018 | | | 6,121,500 | | | | 5,695,601 | | | | 11,817,101 | | | | 33.77 | |
Granted | | | — | | | | 2,434,397 | | | | 2,434,397 | | | | — | |
Vested | | | (18,261 | ) | | | (3,184,385 | ) | | | (3,202,646 | ) | | | — | |
Transfer | | | (2.584.459 | ) | | | 2.584.459 | | | | — | | | | | |
Cancelled | | | (3,518,780 | ) | | | (66,555 | ) | | | (3,585,335 | ) | | | — | |
| | | | | | | | | | | | | | | | |
At June 30, 2019 | | | — | | | | 7.463.517 | | | | 7,463,517 | | | | — | |
| | | | | | | | | | | | | | | | |
| b) | Expense recognized in profit or loss |
Share-based compensation expense included in the statement of profit and loss for the period ended September 30, 2019 and 2018 was as follows:
| | | | | | | | | | | | |
| | Stock option programs | | | Stock grant programs | | | Total | |
Period ended September 30, 2018 | | | 3,109 | | | | 38,313 | | | | 41,422 | |
| | | | | | | | | | | | |
Period ended September 30, 2019 (i) | | | 1,627 | | | | 74,762 | | | | 76,389 | |
| | | | | | | | | | | | |
(i) | Included R$29,294 of incremental cost from replacement discussed in note 23.1.i. |
On October 8, 2019, the Board of Directors’ Meeting approved the public offering of the 8th (eighth) issue of simple,non-convertible, unsecured debentures, in a single series, for public distribution with restricted efforts distribution, of 2,000 (two thousand) registered and book-entry debentures, with a unit face value of R$1,000,000 at the date of issue, totaling R$2,000,000, in accordance with the procedures of CVM Instruction 476. Such issuance was settled on October 25, 2019, when the financial resources were made available to Comgás.
24.2 | Cosan Logística S.A. debentures |
The subsidiary Cosan Logística has made the 13th issue of debentures in the amount of R$1,129,136 that is not convertible into shares, of unsecured type. The amount will be transferred to its subsidiaries Rumo Malha Sul and Rumo Malha Central in the following proportion: (i) R$203,000 to Rumo Malha Sul; and (ii) R$926,136 to Rumo Malha Central.
F-64
Cosan Limited
Notes to the interim consolidated financial statements
(In thousands of Brazilian Reais – R$)
24.3 | Creation of Join Venture by jointly-controlled subsidiary Raízen Combustíveis S.A. |
On November 1, 2019, the Administrative Council for Economic Defense approved the transaction to form a Joint Venture, called the Integrated Convenience and Proximity Network SA, between the jointly-owned subsidiary Raízen Combustíveis S.A. and Femsa Comércio S.A. and C.V. with the acquisition of 50% of the Joint Venture by Femsa for Entreprise Value, equivalent to the acquired stake of R$561 million.
24.4 | Settlement Assignment of receivables |
On October 29, 2019, the subsidiary Cosan received R$400,000 related to the settlement of the gain on compensation claims arising from an indemnity action against the Federal Government (Note 19).
25 | New standards and interpretations not yet effective |
The following new standards, interpretations and amendments were issued by the IASB, but are not effective for annual periods beginning after January 1, 2019. Although early adoption is permitted, the Company did not adopt them in advance in the preparation of these interim consolidated financial statements.
25.1 | IFRS 17 Insurance Contracts |
This standard introduces a new model for accounting for insurance contracts. IFRS 17 is effective for reporting periods beginning on or after January 1, 2022, with comparative figures required. Based on preliminary work we estimate the impact will be immaterial, we are in the process of reviewing our existing arrangements to determine the impact on adoption.
No other new accounting standards issued or in force during the fiscal year had or should have a material impact on these interim consolidated financial statements.
F-65
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 13, 2019
| | |
COSAN LIMITED |
| |
By: | | /s/ Marcelo Eduardo Martins |
| | Name: Marcelo Eduardo Martins Title: Chief Financial and Investor Relations Officer |