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Cosan S.A. Indústria e Comércio
Interim financial statements at
September 30, 2015 and auditor‟s report
(A free translation of the original in Portuguese)
2
Cosan S.A. Indústria e Comércio
Interim Financial statements
For the three and nine months period ended September 30, 2015 and
December 31, 2014
Contents
Independent auditor report on review of interim
financial statements ..................................................................................... 2
Statement of financial position ................................................................... 4
Statement of profit or loss and other comprehensive income .................... 6
Statement of changes in shareholders‟ equity .......................................... 11
Statement of cash flows ............................................................................ 13
Statement of value added .......................................................................... 17
Notes to the consolidated interim financial statements ............................ 19
3
Independent auditor report on review of consolidated interim
financial statements
To the Board of Directors and Shareholders
Cosan S.A. Indústria e Comércio
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information
of Cosan S.A. Indústria e Comércio (“The Company”), contained in the Quarterly Information
Form - ITR for the quarter ended September 30, 2015, which comprises the statement of financial
position as of September 30, 2015 and the respective statements of profit or loss and
comprehensive income (loss) for the three and nine month periods then ended, and changes in
shareholders‟ equity and cash flows for the nine month period then ended, including the
footnotes.
Management is responsible for the preparation of the individual interim financial information in
accordance with the Technical Pronouncement CPC 21(R1) - Interim Financial Information, and
the consolidated interim financial information in accordance with CPC 21(R1) and the
international standard IAS 34 - Interim Financial Reporting, issued by the International
Accounting Standards Board - IASB, such as for the presentation of these information in
accordance with the standards issued by the Brazilian Securities Commission - CVM, applicable
to the preparation of Quarterly Information - ITR. Our responsibility is to express a conclusion on
these interim financial information based on our review.
Review scope
We conducted our review in accordance with the Brazilian and International standards on reviews
of interim information (NBC TR 2410 - Review of Interim Financial Information Performed by
the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information
Performed by the Independent Auditor of the Entity, respectively). A review of interim
information consists of making inquiries, primarily of persons responsible for the financial and
accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with the audit standards and,
consequently, does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion on the interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the interim
financial information included in the Quarterly Information - ITR referred to above has not been
prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 applicable to the
preparation of Quarterly Information - ITR, and presented in accordance with the standards issued
by the Brazilian Securities Commission - CVM.
Others matters
Interim information of the value added
We have also reviewed the individual and consolidated statements of value added (DVA), related
to the nine month period ended September 30, 2015, prepared under the responsibility of the
4
Company‟s management, which presentation in the interim information is required in accordance
with standards issued by the Brazilian Securities Commission - CVM applicable to the
preparation of Quarterly Information - ITR, and is considered as a supplementary information
under IFRS, which do not require the presentation of DVA. These statements were subject to the
same review procedures described above, and based on our review, nothing has come to our
attention that causes us to believe that it has not been prepared, in all material respects, in
accordance with the individual and consolidated interim financial information taken as a whole.
Corresponding values
The individual and consolidated financial information for the year ended December 31, 2014
presented for comparative purposes, were audited by other independent auditors, who issued an
unqualified audit report on March 18, 2015.
The individual and consolidated financial information for the nine month period ended on
September 30, 2014, prepared originally before the partial spin-off of the Company and merger of
the spun-off portion into Cosan Logística, which corresponds to the Company‟s logistics
operations, described in note 2.3, were reviewed by other independent auditors, who issued an
unqualified review report on November 5, 2014. As part of our review of the interim financial
information for the nine month period ended on September 30, 2015, we reviewed the
adjustments in the corresponding values of the interim financial information of 2014 and nothing
has come to our attention that causes us to believe that it has not been prepared, in all material
respects appropriately. We were not engaged to audit, review or apply any procedures to the
interim financial information for the nine month period ended September 30, 2014, accordingly,
we do not express an opinion or any other form of assurance on the interim financial information
taken as a whole.
The corresponding amounts related to the statements of value added (DVA), individual and
consolidated, related to nine month period ended September 30, 2014, are submitted to the same
review procedures for those independent auditors and, based on their review, those auditors
issued report reporting that they had no knowledge of any fact which would lead them to believe
that the DVA was not prepared, in all material respects, consistent with the individual and
consolidated interim financial information taken as a whole.
São Paulo, November 10, 2015
KPMG Auditores Independentes
CRC 2SP014428/O-6
Original report in Portuguese signed by
Carlos Augusto Pires
Accountant CRC 1SP184830/O-7
Cosan S.A. Indústria e Comércio
Statement of financial position As of September 30, 2015 and December 31, 2014
(In thousands of Brazilian Reais - R$)
5
Parent Company Consolidated
Note
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
Assets
Cash and cash equivalents 4 40,313 376,004 1,865,000 1,540,192
Securities - - 214,890 149,735
Trade receivables 5 - - 862,131 822,424
Derivative financial instruments 23 398,820 6,059 462,899 30,069
Inventories - - 392,141 347,903
Receivables from related parties 7 47,912 29,413 85,912 51,387
Income tax 8,930 36,081 86,099 93,780
Taxes recoverable 3,741 91 96,483 78,516
Other financial assets 6 76,445 69,683 76,445 69,683
Dividends receivable 79,392 47,425 212,938 36,130
Other 28,068 131,748 65,383 163,480
Asset held for sale 10 - - 289,295 25,089
Total Current assets 683,621 696,504 4,709,616 3,408,388
Trade receivables 5 - - 36,933 34,299
Deferred tax assets 16 - - 296,203 213,288
Receivables from related parties 7 185,633 210,221 201,543 212,527
Income tax 8,778 8,778 8,778 8,778
Taxes recoverable - - 15,215 17,299
Judicial deposits 17 247,013 236,239 405,628 388,714
Other financial assets 6 - 38,092 - 370,497
Derivative financial instruments 23 1,212,251 429,988 2,084,354 850,297
Other non-current asset 592,188 469,984 810,919 644,912
Equity method investments 8 11,606,895 11,040,183 146,506 130,678
Investment in joint ventures 9 2,850,166 2,942,384 8,279,197 8,404,502
Investment properties 10 - - 2,385,932 2,641,978
Property, plant and equipment 11 25,324 26,664 383,654 351,435
Intangible assets 12 6,734 6,342 9,414,262 9,426,120
Total non-current assets 16,734,982 15,408,875 24,469,124 23,695,324
Total Assets 17,418,603 16,105,379 29,178,740 27,103,712
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statement of financial position As of September 30, 2015 and December 31, 2014
(In thousands of Brazilian Reais - R$)
6
Parent Company Consolidated
Note
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
Liabilities
Loans and borrowings 13 385,365 266,006 1,147,344 856,334
Derivative financial instruments 23 - 8,843 949 13,803
Trade payables 14 898 2,528 1,545,339 971,170
Employee benefits 19,534 19,451 94,756 101,115
Income tax payable - 21,134 42,988 27,626
Other taxes payable 15 22,747 200,600 136,135 300,435
Dividends payable 15,106 12,437 15,756 20,347
Payables to related parties 7 409,167 1,669,152 129,093 122,449
Other 18,612 40,633 106,848 131,930
Total current liabilities 871,429 2,240,784 3,219,208 2,545,209
Loans and borrowings 13 - - 7,852,483 6,541,268
Preferred shareholders
payable in subsidiaries 18 2,106,730 1,926,888 2,106,730 1,926,888
Derivative financial instruments 23 143,763 64,291 756,008 319,632
Other taxes payable 15 165,411 2,160 165,411 334,565
Provision for judicial demands 17 271,566 253,372 691,966 644,401
Payables to related parties 7 4,791,309 1,888,535 - -
Pension and post-employment
benefits 25
131
139
317,746
301,764
Deferred tax liabilities 16 521,229 804,311 1,482,922 1,542,676
Other payable 111,701 106,623 443,272 498,036
Total non-current liabilities 8,111,840 5,046,319 13,816,538 12,109,230
Total liabilities 8,983,269 7,287,103 17,035,746 14,654,439
Equity 19
Share capital 3,822,725 3,632,231 3,822,725 3,632,231
Treasury shares (58,694) (58,694) (58,694) (58,694)
Capital reserve 955,285 950,694 955,285 950,694
Other comprehensive income 70,346 175,298 70,346 175,298
Profit reserve 3,653,252 4,118,747 3,653,252 4,118,747
Retained earnings (7,580) - (7,580) -
Equity attributable to:
Owners of the Company 8,435,334 8,818,276 8,435,334 8,818,276
Non-controlling interests 8 - - 3,707,660 3,630,997
Total equity 8,435,334 8,818,276 12,142,994 12,449,273
Total equity and liabilities 17,418,603 16,105,379 29,178,740 27,103,712
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statement of profit or loss and other comprehensive income For the three and nine months period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
7
Parent Company
Note
July 1,
2015 to
September
30, 2015
January 1,
2015 to
September
30, 2015
July 1, 2014
to September
30, 2014
(Restated)
January 1, 2014
to September
30, 2014
(Restated)
General and administrative expenses (30,075) (91,225) (25,141) (75,383)
Other expense, net 22 (12,588) (126,613) (18,500) (150,334)
Operating expenses (42,663) (217,838) (43,641) (225,717)
Loss before financial results, equity
__in earnings and income taxe (42,663) (217,838) (43,641) (225,717)
Equity in earnings of investees
Equity in earnings of associates 8 348,739 748,759 79,034 355,479
Equity in earnings of jointly controlled
__entity 9 (27,229) (92,218) 91,433 338,830
321,510 656,541 170,467 694,309
Financial results 21
Finance expense (114,404) (350,152) (98,409) (354,343)
Finance income 58,608 117,656 13,314 83,940
Foreign exchange losses, net (1,130,449) (1,706,861) (298,747) (131,844)
Derivatives 757,549 1,209,992 154,348 30,351
(428,696) (729,365) (229,494) (371,896)
(Loss) Profit before taxes (149,849) (290,662) (102,668) 96,696
Income tax (expense) benefits 16
Current - - - 3,422
Deferred 136,506 283,082 89,517 205,942
136,506 283,082 89,517 209,364
(Loss) profit from continuing
operations (13,343) (7,580) (13,151) 306,060
Profit from discontinued operation, net
__of tax 2.3 - - 28,384 69,442
(Loss) profit for the period (13,343) (7,580) 15,233 375,502
Cosan S.A. Indústria e Comércio
Statement of profit or loss and other comprehensive income For the three and nine months period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
8
Other comprehensive income
Items that will never be reclassified to
__profit or loss:
Actuarial gain on defined benefit plan - - 1,827 923
Taxes on items that will never be
__reclassified to profit or loss - - (621) (314)
- - 1,206 609
Items that are or may be reclassified to
profit or loss:
Foreign currency translation differences (38,674) (65,361) (4,634) (16,659)
Loss on cash flow hedge in jointly
controlled entity (96,944) (40,789) (41,833) (83,214)
Changes in fair value of available for
sale securities 515 1,198 65 927
Taxes on items that are may be
___reclassified to profit or loss - - 14,201 27,978
(135,103) (104,952) (32,201) (70,968)
Total other comprehensive
loss, net of tax (135,103) (104,952) (30,995) (70,359)
Total comprehensive income (148,446) (112,532) (15,762) 305,143
Earning per share
Continued operations 20 (R$0,03) (R$0,02) (R$0,03) R$0,75 Discontinued operations - - R$0,07 R$0,18
(R$0,03) (R$0,02) R$0,04 R$0,93 Earning per share
Continued operations 20 (R$0,03) (R$0,02) (R$0,03) R$0,74 Discontinued operations - - R$0,07 R$0,17
(R$0,03) (R$0,02) R$0,04 R$0,91
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statement of profit or loss and other comprehensive income For the three and nine months period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
9
Consolidated
Note
July 1, 2015
to September
30, 2015
January 1,
2015 to
September
30, 2015
July 1, 2014
to September
30, 2014
(Restated)
January 1,
2014 to
September
30, 2014
(Restated) Net sales 2,259,238 6,316,777 2,100,950 6,105,710
Cost of sales (1,619,341) (4,475,042) (1,488,800) (4,302,578)
Gross profit 639,897 1,841,735 612,150 1,803,132
Selling expenses (231,060) (671,419) (229,667) (660,572)
General and administrative expenses (143,793) (427,269) (133,887) (392,089)
Other income (expense), net 22 (12,413) (113,187) (5,509) (102,990)
Operating expenses (387,266) (1,211,875) (369,063) (1,155,651)
Income before financial results, equity in __earnings and income taxes 252,631 629,860 243,087 647,481
Equity in earnings of investees
Equity in earnings of associates 8 419 (2,740) (3,369) (2,702)
Equity in earnings of jointly controlled entity 9 28,767 276,812 79,168 464,633
29,186 274,072 75,799 461,931
Financial results 21
Finance expense (270,170) (829,683) (248,536) (704,344)
Finance income 140,838 279,002 44,908 143,825
Foreign exchange losses, net (180,793) (641,767) (209,636) (108,077)
Derivatives 105,999 442,847 116,513 58,433
(204,126) (749,601) (296,751) (610,163)
Profit before taxes 77,691 154,331 22,135 499,249
Income tax (expense) benefits 16
Current (11,393) (118,882) (38,792) (92,061)
Deferred (6,662) 148,923 74,022 113,223
(18,055) 30,041 35,230 21,162
Profit from continuing operations 59,636 184,372 57,365 520,411
Profit from discontinued operation, net of tax 2.3 - - 38,324 92,698
Profit for the period 59,636 184,372 95,689 613,109
Cosan S.A. Indústria e Comércio
Statement of profit or loss and other comprehensive income For the three and nine months period ended September 30, 2015 and 2014
(In thousands of Brazilian Reais – R$, except earnings per share)
10
Other comprehensive income
Items that will never be reclassified to profit
__or loss:
Actuarial gain on defined benefit plan - - 3,027 1,611
Taxes on items that will never be
____reclassified to profit or loss - - (1,029) (548)
- - 1,998 1,063
Items that are or may be reclassified to
profit or loss:
Foreign currency translation differences (38,674) (65,361) (4,634) (16,658)
Loss on cash flow hedge in jointly
controlled entity (97,338) (40,459) (41,833) (83,214)
Changes in fair value of available for
sale securities 4,132 7,561 65 2,411
Taxes on items that are may be reclassified to
____profit or loss (504) (2,901) 14,201 27,472
(132,384) (101,160) (32,201) (69,989)
Total other comprehensive
loss), net of tax (132,384) (101,160) (30,203) (68,926)
Total comprehensive income (72,748) 83,212 65,486 544,183
Total net income attributable to:
Owners of the Company
__(including discontinued operations) (13,344) (7,580) 15,234 375,502
Non-controlling interests 72,980 191,952 80,455 237,607
Total comprehensive income attributable to:
Owners of the Company (148,447) (112,532) (15,762) 305,143
Non-controlling interests 75,699 195,744 81,248 239,040
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statements of changes in shareholder‟ equity For the nine months period ended on September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$)
11
Profit Reverse
Common
Stock
Treasury
share
Capital
Reserve
Others
equity
components
Legal Statutory
reserve
Unrealized
earnings
Retained
earnings
Accumulated
losses Total
Non-
controlling
interest
Total
Equity
January 01, 2014 4,691,822 (104,337) 856,910 221,351 237,030 2,417,613 248,318 1,168,151 - 9,736,858 3,778,512 13,515,370
Profit for the nine months - - - - - - - - 375,502 375,502 237,607 613,109 Gain (loss) on cash flow hedge in jointly
controlled entity - - - (54,921) - - - - - (54,921) - (54,921)
Foreign currency translation effects - - - (16,659) - - - - - (16,659) - (16,659) Actuarial gain on defined benefit plan - - - 609 - - - - - 609 454 1,063
Change in fair value of available for sale
securities - - - 612 - - - - - 612 979 1,591
Total comprehensive income for the year - - - (70,359) - - - - 375,502 305,143 239,040 544,183
Exercise of stock options plan - 45,643 - - - - - - - 45,643 - 45,643 Dividends - - - - - (63,645) (30,744) - - (94,389) (79,850) (174,239)
Share based compensation - - 7,689 - - - - - - 7,689 - 7,689
Total contributions by and distributions to
owners of the Cosan - 45,643 7,689 - - (63,645) (30,744) - - (41,057) (79,850) (120,907)
Cost of issuance of preferred shares in subsidiary - - (35,814) - - - - - - (35,814) - (35,814)
Acquisition cost of the preferred shares of
subsidiaries - - (1,316) - - - - - - (1,316) 3,514 2,198
Total contributions by and distributions to
owners of the Cosan - - (37,130) - - - - - - (37,130) 3,514 (33,616)
Spetember 30, 2014 4,691,822 (58,694) 827,469 150,992 237,030 2,353,968 217,574 1,168,151 375,502 9,963,814 3,941,216 13,905,030
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statements of changes in shareholder‟ equity For the nine months period ended on September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$)
12
Profit reverse
Common
stock
Treasury
share
Capital
reserve
Others equity
components Legal
Statutory
reserve
Unrealized
earnings
Retained
earnings
Accumulated
loss Total
Non-
controlling
interest
Total equity
January 01, 2015 3,632,231 (58,694) 950,694 175,298 251,631 2,481,391 217,574 1,168,151 - 8,818,276 3,630,997 12,449,273
Profit for the nine months - - - - - - - - (7,580) (7,580) 191,952 184,372 Gain (loss) on cash flow hedge in jointly
controlled entity - - - (40,789) - - - - - (40,789) - (40,789) Foreign currency translation effects - - - (65,361) - - - - - (65,361) - (65,361)
Change in fair value of available for sale
securities - - - 1,198 - - - - - 1,198 3,792 4,990
Total comprehensive income for the year - - - (104,952) - - - - (7,580) (112,532) 195,744 83,212
Capital increase 190,494 - - - - (190,494) - - - - - - Dividend distribution effect to non-controlling - - (3,144) - - - - - - (3,144) 3,144 -
Dividends - - - - - (34,093) (46,553) (194,355) - (275,001) (124,655) (399,656)
Share based compensation - - 8,228 - - - - - - 8,228 - 8,228
Total contributions by and distributions to
owners of the Cosan, recognized directly in
equity
190,494 - 5,084 - - (224,587) (46,553) (194,355) - (269,917) (121,511) (391,428)
Acquisition of non-controlling interest - - (493) - - - - - - (493) 2,430 1,937
Total transactions with owners of the parent,
recognized directly in equity - - (493) - - - - - - (493) 2,430 1,937
September 30, 2015 3,822,725 (58,694) 955,285 70,346 251,631 2,256,804 171,021 973,796 (7,580) 8,435,334 3,707,660 12,142,994
The accompanying notes are an integral part of these financial statements.
Cosan S.A. Indústria e Comércio
Statements of cash flows For the nine months ended on September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
13
Parent Company
Note
January 1, 2015
to September
30, 2015
January 1, 2014
to September 30,
2014 (Restated)
Cash flows from operating activities (Loss) profit before taxes (290,662) 96,696
Adjustments for: Depreciation and amortization 11 / 12 2,987 2,495 Equity pick-up in investees 8 (748,759) (355,479) Equity pick-up in jointly controlled entities 9 92,218 (338,830) Option shares granted 22 8,229 7,689 Provision for judicial demands 29,747 29,867 Indexation charges, interest and exchange gains/losses, net 750,748 349,391 Other 4,607 34,560 (150,885) (173,611)
Changes in: Investment securities - (65,000) Recoverable taxes - 31,088 Related parties (174,281) (40,131) Trade payables (1,638) (798) Employee benefits (11,626) (9,848) Provision for judicial demands (3,089) (9,279) Income tax and other tax (11,646) (58,208) Other assets and liabilities, net 17,225 71,757 (185,055) (80,419)
Net cash generated by (used in) operating activities (335,940) (254,030)
Cash flows from investing activities Acquisitions net of cash acquired (43,691) (111,124) Dividends received from investees 196,339 293,923 Dividends received from jointly controlled entity 34,425 315,010 Acquisition of property, plant and equipment and intangible assets 11 / 12 (2,038) (2,628) Related parties (3,372) - Minority Subscription 1,937 2,194 Net cash generated by (used in) investing activities 183,600 497,375
Cash flows from financing activities Loans and borrowings raised - 550,000 Payment of interest on loans, borrowings (3,975) -
Related parties (12,642) (491,619) Derivative financial instruments 105,597 (164,555) Dividends paid (272,331) (99,352) Treasury shares - (148,537) Proceeds from exercise of share options - 45,643 Net cash used by financing activities (183,351) (308,420)
Increase (decrease) in cash and cash equivalents (335,691) (65,075) Cash and cash equivalents at beginning of year 376,004 256,091 Cash and cash equivalents at end of year 40,313 191,016
Cosan S.A. Indústria e Comércio
Statements of cash flows For the nine months ended on September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
14
Consolidated
Note January 1, 2015 to
September 30, 2015
January 1, 2014 to
September 30, 2014
(Restated)
Cash flows from operating activities Profit before taxes 154,330 499,249
Adjustments for:
Depreciation and amortization 11 / 12 420,778 433,543 Equity pick-up in investees 8 2,740 2,702 Equity pick-up in jointly controlled entities 9 (276,812) (464,633) Gain on disposals assets 22 2,762 7,387 Option shares granted 8,228 7,689 Change in fair value of investment property 10 (23,162) (63,729) Provision for judicial demands 22 32,301 39,735 Indexation charges, interest and exchange gains/losses, net 897,302 664,894 Other 60,037 66,567 1,278,504 1,193,404
Changes in: Trade receivables (13,705) (61,908) Investment securities (45,512) (104,433) Discontinued operation - 52,394 Inventories (32,571) (13,939) Recoverable taxes (30,382) 51,258 Related parties (36,733) (62,338) Trade payables 505,529 96,886 Employee benefits (43,641) (28,305) Provision for judicial demands (7,303) 10,059 Income tax and other tax (32,839) (151,014) Other assets and liabilities, net (88,593) (2,580) 174,250 (213,920) Net cash generated by (used in) operating activities 1,452,754 979,484
Cash flows from investing activities Acquisitions net of cash acquired (34,644) (18,883) Dividends received from investees 1,150 1,938 Dividends received from jointly controlled entity 206,425 315,010 Acquisition of property, plant and equipment and intangible assets 11 / 12 (452,685) (572,842) Redemption of shares in subsidiary 8,281 - Proceeds from sale of property, plant and equipment, intangible
__and investments 5,155 1,178 Discontinued operation - (183,280) Net cash used in investing activities (266,318) (456,879)
Cash flows from financing activities Loans and borrowings raised 515,039 859,870 Payment of principal on loans and borrowings (736,536) (2,551,834) Payment of interest on loans and borrowings (451,423) (592,887) Raising through of the preferred shares - 1,946,736
Related parties (3,807) - Derivative financial instruments 190,847 (73,396) Discontinued operation - (270,103) Dividends paid (404,230) (54,690) Proceeds from exercise of share options - 45,643 Net cash used by financing activities (917,110) (690,661) Increase (decrease) in cash and cash equivalents 269,326 (168,056) Cash and cash equivalents at beginning of year 1,540,192 1,474,553 Effect of exchange rate fluctuations on cash held 55,482 - Cash and cash equivalents at end of year 1,865,000 1,306,497
Supplemental cash flow information Interest paid 48,845 62,320 The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statements of value added For the three and nine months ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
15
Parent Company
January 1, 2015
to September
30, 2015
January 1, 2014
to September
30, 2014
(Restated)
Revenues
Other operational revenues, net 6,727 -
6,727 -
Raw materials acquired from third parties
Materials, energy, third parties services, others (168,664) (164,936)
(168,664) (164,936)
Gross value added (161,937) (164,936)
Retention
Depreciation and amortization (2,987) (2,495)
(2,987) (2,495)
Net value added (164,924) (167,431)
Value added received in transfer
Equity in earnings of associates 748,759 356,041
Equity in earnings of jointly controlled entity (92,217) 338,830
Financial revenue 1,327,648 114,291
1,984,190 809,162
Value added to be distributed 1,819,266 641,731
Distribution of value added
Salaries 41,963 40,547
Taxes and contributions (274,939) (194,836)
Financial expenses 2,057,013 486,187
Rentals and leasing 2,809 3,211
Net (loss) income from continuing operations (7,580) 306,622
1,819,266 641,731
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Statements of value added For the three and nine months ended September 30, 2015 and 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
16
Consolidated
January 1,
2015 to
September
30, 2015
January 1, 2014
to September
30, 2014
(Restated)
Revenues
Sale of services and products, net 7,849,461 7,254,034
Other operational revenues, net 49,512 448,025
Allowance for doubtful accounts (14,839) (18,953)
7,884,134 7,683,106
Raw materials acquired from third parties
Cost of sales and services rendered (5,209,126) (985,343)
Materials, energy, third parties services, others (481,071) (4,433,795)
(5,690,197) (5,419,138)
Gross value added 2,193,937 2,263,968
Retention
Depreciation and amortization (420,778) (433,543)
(420,778) (433,543)
Net value added 1,773,159 1,830,425
Value added received in transfer
Equity in earnings of associates (2,740) (2,702)
Equity in earnings of jointly controlled entity 276,812 464,633
Financial revenue 721,849 226,485
985,921 688,416
Value added to be distributed 2,758,297 2,518,841
Distribution of value added
Salaries 270,988 280,201
Taxes and contributions 821,737 856,675
Financial expenses 1,471,450 836,647
Rentals and leasing 20,534 24,905
Non-controlling interests 191,951 214,353
Net income from continuing operations (7,580) 306,060
2,769,080 2,518,841
The accompanying notes are an integral part of these interim financial statements.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
17
1 Operations
Cosan S.A. Indústria e Comércio, ("Company" or "Cosan") is a publicly traded company with its
shares traded on the Novo Mercado da Bolsa de Valores de São Paulo ("BM&FBOVESPA")
under the ticker symbol CSAN3, and has its headquarters in the city of São Paulo, Brazil. Cosan
Limited is the controlling shareholder of Cosan, in which it holds 62.51%.
The primary activities in which Cosan, through its subsidiaries, operates, include the following
business segments: (i) Piped natural gas distribution to part of the State of São Paulo through its
subsidiary Companhia de Gás de São Paulo – COMGÁS (“COMGÁS”); (ii) Purchase, sale and
leasing of agricultural land through its subsidiaries, Radar Propriedades Agrícolas S.A. and Radar
II Propriedades Agrícolas S.A. (“Radar”); (iii) Production and distribution of lubricants under the
Mobil licensed trademark in Brazil, Bolivia, Uruguay and Paraguay, in addition to the European
and Asian market using the Comma brand; and (iv) other investments, in addition to the corporate
structures of the Company (“Cosan‟s other business”). On October 1, 2014 the segment “Rumo”
was spun-off to Cosan Logística S.A, see more details in the note 2.3.
The Company also holds interests in two jointly controlled entities ("Joint Ventures" or "JVs"): (i)
Raízen Combustíveis S.A. (“Raízen Combustíveis”), fuel distribution business, and (ii) Raízen
Energia S.A. (“Raízen Energia”), production and marketing of sugar, ethanol and energy
cogeneration, produced from sugar cane bagasse. Cosan and Royal Dutch Shell (“Shell”) share
control of the two entities, where each owns 50% of the economic control.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
18
2 Presentation of interim financial statements and significant accounting
policies
2.1 Basis of preparation
Statement of compliance
The interim individual and consolidated financial statements have been prepared in accordance
with CPC 21 - Interim Financial Reporting and the International Accounting Standard IAS 34 –
Interim Financial Reporting issued by the International Accounting Standards Board (IASB), and
presented in accordance with the standards issued by the Securities and Exchange Commission
applicable to the preparation of the Quarterly Information - ITR.
These financial statements have been prepared following the basis of preparation and accounting
policies consistent with those adopted in preparing the financial statements for the year ended on
December 31, 2014 and should be read together. Information notes that had no significant
changes compared to December 31, 2014 were not fully presented in these financial statements.
These interim financial statements were authorized for issue by the Board of Directors on
November 10, 2015.
2.2 Basis of measurement
The interim financial statements include the accounts of Cosan and its subsidiaries. Cosan‟s
subsidiaries are listed below:
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
19
September
30, 2015
December 31,
2014
Subsidiaries
_Águas da Ponte Alta S.A. 65.00% 65.00%
_Bioinvestments Negócios e Participações S.A. 65.00% 65.00%
_Comma Oil Chemicals 100.00% 100.00%
_Companhia de Gás de São Paulo - COMGÁS 61.33% 60.69%
_Cosan Biomassa S.A. 100.00% 100.00%
_Cosan Cayman II Limited 100.00% 100.00%
_Cosan Global Limited 100.00% 100.00%
_Cosan Investimentos e Participações S.A. 100.00% 100.00%
_Cosan Lubes Investments Limited 100.00% 100.00%
_Cosan Lubrificantes e Especialidades S.A. 100.00% 100.00%
_Cosan Luxembourg S.A. 100.00% 100.00%
_Cosan Overseas Limited 100.00% 100.00%
_Cosan Paraguay S.A. 100.00% 100.00%
_Cosan US, Inc. 100.00% 100.00%
_Nova Agrícola Ponte Alta S.A. 29.50%
29.50%
_Nova Amaralina S.A. Propriedades Agrícolas 29.50% 29.50%
_Nova Santa Barbara Agrícola S.A. 29.50% 29.50%
_Pasadena Empreendimentos e Participações S.A. 100.00% 100.00%
_Proud Participações S.A. 65.00% 65.00%
_Radar II Propriedades Agrícolas S.A. 65.00% 65.00%
_Radar Propriedades Agrícolas S.A. 29.50% 29.50%
_Terras da Ponte Alta S.A. 29.50% 29.50%
_Vale da Ponte Alta S.A. 65.00% 65.00%
Zip Lube S.A 100.00% 100.00%
2.3 Discontinued operations – Spin-off - Cosan Logística S.A.
On October 1, 2014 in the Extraordinary General Meeting (EGM) it was considered and approved
the partial spin-off and merger of the spun-off portion into Cosan Logística S.A, which
corresponds to the Company‟s logistics operations.
For purposes of comparability, the interim financial statements for the three and nine months
period ended on September 30, 2014 have been restated to reflect and disclose the effects of
discontinued operations.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
20
Statement of profit or loss - For the three months ended September 30, 2014 :
Consolidated
Published
Dicontinued
Operation Adjusted
Gross profit 692,784 80,634 612,150
Income before financial results, equity in income
of associates and income taxes
303,843 60,756 243,087
Equity in income of investees 75,799 - 75,799
Financial results (299,813) (3,061) (296,752)
Income taxes expenses 15,860 (19,371) 35,231
Profit from continuing operations 95,689 38,324 57,365
Profit from discontinued operations, net of tax - (38,324) 38,324
Net income attributable to Owners of the
Company
15,233 - 15,233
Parant Company
Published
Dicontinued
Operation Adjusted
Income before financial results, equity in income
of associates and income taxes
(43,641) - (43,641)
Equity in income of investees 198,851 28,384 170,467
Financial results (229,494) - (229,494)
Income taxes expenses 89,517 - 89,517
Profit from continuing operations 15,233 28,384 (13,151)
Profit from discontinued operations, net of tax - (28,384) 28,384
Net income attributable to Owners of the
Company
15,233 - 15,233
Statement of profit or loss - For the nine months ended September 30, 2014 :
Consolidated
Published
Dicontinued
Operation Adjusted
Gross profit 2,030,081 226,949 1,803,132
Income before financial results, equity in income
of associates and income taxes
810,336 162,855 647,481
Equity in income of investees 461,931 - 461,931
Financial results (633,273) (23,110) (610,163)
Income taxes expenses (25,885) (47,047) 21,162
Profit from continuing operations 613,109 92,698 520,412
Profit from discontinued operations, net of tax - (92,698) 92,698
Net income attributable to Owners of the
Company
613,109 - 613,109
Parant Company
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
21
Published
Dicontinued
Operation Adjusted
Gross profit - - -
Income before financial results, equity in income
of associates and income taxes
(225,717) - (225,717)
Equity in income of investees 763,751 69,442 694,309
Financial results (371,896) - (371,896)
Income taxes expenses 209,364 - 209,364
Profit from continuing operations 375,502 69,442 306,060
Profit from discontinued operations, net of tax - (69,442) 69,442
Net income attributable to Owners of the
Company
375,502 - 375,502
Cash flow - For the three months ended September 30, 2014 :
Consolidated
Published
Discontinued
operation Adjusted
Cash flows from operating activities
Profit before taxes 79,829 57,695 22,134
Adjustment for reconciliation profit 454,643 40,391 414,252
Changes in assets and liabilities (82,295) (54,496) (27,799)
Discontinued operation - (43,590) 43,590
Net cash generated by operating activities 452,177 - 452,177
Cash flows from investing activities
Dividends received from jointly controlled entity 118,010 - 118,010
Acquisition of property, plant and equipment and
intangible assets (297,312) (85,551) (211,761)
Other activities investing (5,834) - (5,834)
Discontinued operation - 85,551 (85,551)
Net cash used in investing activities (185,136) - (185,136)
Cash flows from financing activities
Loans and borrowings raised 120,839 80,024 40,815
Payment of principal on loans and borrowings (189,263) (27,798) (161,465)
Payment of principal on loans and borrowings (132,620) (10,870) (121,750)
Raising through of the preferred shares (53,264) - (53,264)
Dividends paid (31,250) (125,000) 93,750
Othet fiananciang activities 3,618 - 3,618
Discontinued operation - 83,644 (83,644)
Net cash used by financing activities (281,940) - (281,940)
Decrease in cash and cash equivalents (14,899) - (14,899)
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
22
Parant Company
Published
Discontinued
operation Adjusted
Cash flows from operating activities
Profit before taxes (74,284) 28,384 (102,668)
Adjustment for reconciliation profit 48,166 (28,384) 76,550
Changes in assets and liabilities 29,878 - 29,878
Net cash generated by operating activities 3,760 - 3,760
Cash flows from investing activities
Dividends received from jointly controlled entity 211,760 - 211,760
Capital investment in subsidiaries and affiliates (68,706) - (68,706)
Other activities investing (375) - (375)
Net cash used in investing activities 142,679 - 142,679
Cash flows from financing activities
Related parties (41,055) - (41,055)
Othet fiananciang activities (12,406) - (12,406)
Net cash used by financing activities (53,461) - (53,461)
Decrease in cash and cash equivalents 92,978 - 92,978
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
23
Cash flow - For the nine months ended September 30, 2014 :
Consolidated
Published
Discontinued
operation Adjusted
Cash flows from operating activities
Profit before taxes 638,994 139,745 499,249
Adjustment for reconciliation profit 801,241 107,087 694,154
Changes in assets and liabilities (460,752) (194,438) (266,314)
Discontinued operation - (52,394) 52,394
Net cash generated by operating activities 979,483 - 979,483
Cash flows from investing activities
Dividends received from jointly controlled entity 315,010 - 315,010
Acquisition of property, plant and equipment and
intangible assets
(756,122) (183,280) (572,842)
Other activities investing (15,767) - (15,767)
Discontinued operation - 183,280 (183,280)
Net cash used in investing activities (456,879) - (456,879)
Cash flows from financing activities
Loans and borrowings raised 947,446 87,576 859,870
Payment of principal on loans and borrowings (2,628,674) (76,840) (2,551,834)
Payment of interest on loans and borrowings (623,726) (30,839) (592,887)
Raising through of the preferred shares 1,946,736 - 1,946,736
Dividends paid (304,690) (250,000) (54,690)
Othet fiananciang activities (27,753) - (27,753)
Discontinued operation - 270,103 (270,103)
Net cash used by financing activities (690,661) - (690,661)
Decrease in cash and cash equivalents (168,057) - (168,057)
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
24
Parant Company
Published
Discontinued
operation Adjusted
Cash flows from operating activities
Profit before taxes 166,138 69,442 96,696
Adjustment for reconciliation profit (339,749) (69,442) (270,307)
Changes in assets and liabilities (80,419) (80,419)
Net cash generated by operating activities (254,030) - (254,030)
Cash flows from investing activities
Capital investment in subsidiaries and affiliates (111,124) - (111,124)
Dividends received from investees 293.923 - 293.923
Dividends received from jointly controlled
entity 315.010 - 315.010
Other activities investing (434) - (434)
Net cash used in investing activities 497.375 - 497.375
Cash flows from financing activities
Loans and borrowings raised 550.000 - 550.000
Payment of principal on loans and borrowings (243.480) - (243.480)
Payment of interest on loans and borrowings (248.139) - (248.139)
Related parties (164.555) - (164.555)
Dividends paid (148.537) - (148.537)
Discontinued operation (53.709) - (53.709)
Net cash used by financing activities (308.420) - (308.420)
Decrease in cash and cash equivalents (65.075) - (65.075)
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
25
2.4 Changes in accounting policies
The following new standards and interpretations to existing standards were issued by the IASB
but are not effective for the year ending in December 2015. Early adoption of standards, although
encouraged by the IASB, is not permitted in Brazil by the Brazilian Accounting Pronouncements
Committee (CPC).
IFRS 9, „Financial instruments‟, addresses the classification, measurement and recognition of
financial assets and financial liabilities. IFRS 9 is effective for annual reporting periods beginning
on or after January 1, 2018. The Company is currently assessing the potential impact of adopting
IFRS 9.
IFRS 15, „Revenue from contracts with customers‟ This new standard provides the principles that
an entity apply to determine the measurement of income and when it is recognized. The standard
is effective for annual periods beginning on or after January 1, 2018. The standard replaces IAS
18 „Revenue‟ and IAS 11 „Construction contracts‟ and related interpretations. The Company is
currently assessing the potential impacts of adopting IFRS 15.
There are no other Standards or Interpretations that are not yet effective that would be expected to
have a significant impact on the Company.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
26
3 Operating segments
a) Segment information (consolidated)
The following segment information is based on the information used by Cosan's senior
management to assess the performance of the operating segments and to make decisions
with regards to the allocation of resources. Cosan evaluates operating performance based
on the measure of EBITDA. A reconciliation of EBITDA to profit (loss) of the period is
presented below.
Operating segments
(i) Raízen Energia: production and sale of a variety of products derived from sugar cane,
including raw sugar (VHP), anhydrous and hydrated ethanol, and activities related to
energy cogeneration from sugarcane bagasse. In addition, this segment holds interests in
companies engaged in research and development on new technologies;
(ii) Raízen Combustíveis: distribution and sale of fuels, mainly through a network of service
stations under the "Shell" brand throughout Brazil;
(iii) COMGÁS: distribution of piped natural gas to part of the State of São Paulo
(approximately 180 municipalities, including the region called Greater São Paulo) to
customers in the industrial, residential, commercial, automotive, thermo generation and
cogeneration sectors;
(iv) Radar: management, buying, selling and leasing of agricultural properties;
(v) Lubricants: production and distribution of lubricants under the Mobil brand in Brazil,
Bolivia, Uruguay and Paraguay, as well as European and Asian market with a Comma
trademark; and
(vi) Other business: Other investments, beyond the Company's corporate structures. The
operating segment other business includes subsidiaries with the aim of raising funds for
the group.
The segments Raízen Energia and Raízen Combustíveis are accounted for under the equity
method and not consolidated in these interim financial statements according to CPC19 (R2) –
Negócios em conjunto / IFRS11 – Joint arrangements. However, the Company‟s senior
management continues to review segment information of 100% of the results of these segments
and a reconciliation of these segments to the entity‟s financial information is presented in the
column “Joint Venture deconsolidation”.
The following summarized assets and selected profit or loss information by segment were
prepared on the same basis as the accounting practices used in the preparation of consolidated
information:
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
27
July 1, 2015 to September 30, 2015
Raízen
Energia
Raízen
Combustíveis
COMGÁS
Radar
Lubricants
Other
business
Deconsolidated
effects
IFRS 11
Segment
elimination
Consolidated
Statement of income:
Net sales 2,637,476 15,638,868 1,743,099 31,886 484,226 27 (18,276,344) - 2,259,238 __Domestic market 1,098,525 15,638,868 1,743,099 31,886 388,613 27 (16,737,393) - 2,163,625
__External market 1,538,951 - - - 95,613 - (1,538,951) - 95,613
Gross profit 441,839 753,937 501,674 21,173 117,115 (65) (1,195,776) - 639,897 Selling expenses (188,350) (305,979) (156,465) - (74,595) - 494,329 - (231,060)
General and administrative expenses (137,341) (91,255) (78,338) (8,030) (18,482) (38,943) 228,596 - (143,793)
Other income (expense), net (5,433) 88,042 (671) 23 385 (12,150) (82,609) - (12,413) Financial results (462,881) (94,575) 889 3,198 (13,555) (194,658) 557,456 - (204,126)
__Financial expense (262,380) (45,428) (58,366) (266) (1,532) (214,931) 307,808 4,925 (270,170)
__Financial income 181,857 39,412 105,055 3,464 1,993 35,251 (221,269) (4,925) 140,838 __Foreign exchange losses, net (622,213) (169,696) 349,574 - (17,435) (512,932) 791,909 - (180,793)
__Derivatives 239,855 81,137 (395,374) - 3,419 497,954 (320,992) - 105,999
Equity in earnings of associates (14,802) 3,505 - - (2,416) 118,901 11,297 (116,066) 419 Equity in earnings of joint ventures - - - - - 28,767 - - 28,767
Income tax expense benefit 161,011 (84,041) (94,867) (3,508) (4,484) 84,804 (76,970) - (18,055)
Profit (loss) for the period (205,957) 269,634 172,222 12,856 3,968 (13,344) (63,677) (116,066) 59,636
Other selected data: - - - - - - - - -
Depreciation and amortization 509,827 144,802 120,865 102 20,140 1,147 (654,629) - 142,254 EBITDA 605,740 593,052 387,065 13,268 42,147 97,657 (1,198,792) (116,066) 424,071
Addition PP&E, intangible and biological assets
(cash) 230,362 208,571 136,639 663 15,222 6,996 (438,933) - 159,520 - - - - - - - - -
Reconciliation of EBITDA - - - - - - - - -
Profit (loss) for the period (205,957) 269,634 172,222 12,856 3,968 (13,344) (63,677) (116,066) 59,636 Income tax and social contribution (161,011) 84,041 94,867 3,508 4,484 (84,804) 76,970 - 18,055
Financial result, net 462,881 94,575 (889) (3,198) 13,555 194,658 (557,456) - 204,126
Depreciation and amortization 509,827 144,802 120,865 102 20,140 1,147 (654,629) - 142,254
EBITDA 605,740 593,052 387,065 13,268 42,147 97,657 (1,198,792) (116,066) 424,071
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
28
January 1, 2015 to Septemebr 30, 2015
Raízen
Energia
Raízen
Combustíveis
COMGÁS
Radar
Lubricants
Other
business
Deconsolidated
effects
IFRS 11
Segment
elimination
Consolidated
Statement of income:
Net sales 7,364,398 44,494,263 4,948,174 80,419 1,288,157 27 (51,858,661) - 6,316,777
__Domestic market 3,054,921 44,494,263 4,948,174 80,419 1,032,784 27 (47,549,184) - 6,061,404 __External market 4,309,477 - - - 255,373 - (4,309,477) - 255,373
Gross profit 1,070,155 2,214,742 1,461,154 62,437 318,210 (66) (3,284,897) - 1,841,735
Selling expenses (425,510) (903,002) (461,640) - (209,779) (1) 1,328,512 - (671,420) General and administrative expenses (399,167) (288,757) (238,794) (22,225) (52,014) (114,236) 687,924 - (427,269)
Other income (expense), net 9,324 231,602 (4,540) 20,807 758 (130,212) (240,926) - (113,187)
Financial results (690,226) (115,901) (131,363) 6,870 (22,552) (602,557) 806,127 - (749,602) __Financial expense (662,354) (131,457) (255,045) (1,015) (23,021) (563,527) 793,811 12,925 (829,683)
__Financial income 482,055 118,641 184,279 7,885 3,348 96,415 (600,696) (12,925) 279,002
__Foreign exchange losses, net (1,082,392) (314,386) 153,124 - (11,860) (783,031) 1,396,778 - (641,767) __Derivatives 572,465 211,301 (213,721) - 8,981 647,586 (783,766) - 442,846
Equity in earnings of associates (32,214) 10,617 - - (9,507) 281,962 21,597 (275,195) (2,740)
Equity in earnings of joint ventures - - - - - 276,812 - - 276,812
Income tax expense benefit 242,477 (346,139) (226,842) (10,328) (13,507) 280,718 103,662 - 30,041
Profit (loss) for the period (225,161) 803,162 397,975 57,561 11,610 (7,580) (578,001) (275,195) 184,371
Other selected data:
Depreciation and amortization 1,473,871 431,832 360,017 594 56,988 3,180 (1,905,703) - 420,779
EBITDA 1,696,459 1,697,034 1,116,197 61,613 104,657 317,439 (3,393,493) (275,195) 1,324,711 Addition PP&E, intangible and biological assets
(cash) 1,459,134 573,423 382,659 1,604 31,904 40,115 (2,032,557) - 456,282
Reconciliation of EBITDA
Profit (loss) for the period (225,161) 803,162 397,975 57,561 11,610 (7,580) (578,001) (275,195) 184,371 Income tax and social contribution (242,477) 346,139 226,842 10,328 13,507 (280,718) (103,662) - (30,041)
Financial result, net 690,226 115,901 131,363 (6,870) 22,552 602,557 (806,127) - 749,602
Depreciation and amortization 1,473,871 431,832 360,017 594 56,988 3,180 (1,905,703) - 420,779
EBITDA 1,696,459 1,697,034 1,116,197 61,613 104,657 317,439 (3,393,493) (275,195) 1,324,711
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
29
July 1, 2014 to September 30, 2014
Raízen
Energia
Raízen
Combustíveis
COMGÁS
Radar
Lubricants
Other
business
Deconsolidated
effects
IFRS 11
Segment
elimination
Consolidated
Descontinued
operation
Statement of income:
Net sales 2,331,340 14,333,868 1,643,750 27,350 429,850 - (16,665,208) - 2,100,950 261,300
__Domestic market 1,087,302 14,333,868 1,643,750 27,350 354,266 - (15,421,170) - 2,025,366 218,047
__External market 1,244,038 - - - 75,584 - (1,244,038) - 75,584 43,253
Gross profit 373,908 711,930 494,834 20,420 96,895 - (1,085,838) - 612,149 80,635 Selling expenses (146,015) (299,871) (165,140) - (64,528) - 445,886 - (229,668) -
General and administrative expenses (137,330) (95,504) (75,174) (8,880) (17,687) (32,146) 232,834 - (133,887) (20,894)
Other income (expense), net 23,331 83,828 (5,999) 18,754 416 (18,678) (107,159) - (5,507) 1,015 Financial results (194,020) (86,854) (48,122) 1,600 (7,950) (242,280) 280,874 - (296,752) (3,061)
__Financial expense (128,453) (38,708) (75,395) (215) 27,393 (203,462) 167,161 3,142 (248,537) (9,819)
__Financial income 106,535 23,250 27,222 1,815 1,705 17,308 (129,785) (3,142) 44,908 6,468 __Foreign exchange losses, net (266,774) (68,122) (80,876) - (46,006) (82,754) 334,896 - (209,636) 290
__Derivatives 94,672 (3,274) 80,927 - 8,958 26,628 (91,398) - 116,513 -
Equity in earnings of associates (12,872) 3,887 - - (1,498) 122,119 8,985 (123,990) (3,369) - Equity in earnings of joint ventures - - - - - 79,168 - - 79,168 -
Income tax expense benefit 63,139 (121,209) (66,295) (3,571) (1,954) 107,051 58,070 - 35,231 (19,371)
Profit (loss) for the period (29,859) 196,207 134,104 28,323 3,694 15,234 (166,348) (123,990) 57,365 38,324
Other selected data: - - - - - - - - -
Depreciation and amortization 529,517 141,936 128,877 243 17,263 891 (671,453) - 147,274 25,650
EBITDA 630,539 546,206 377,398 30,537 30,861 151,354 (1,176,745) (123,990) 466,160 86,406
Addition PP&E, intangible and biological assets (cash) 387,417 195,740 171,684 192 15,627 24,258 (583,157) - 211,761 85,551
- - - - - - - - -
Reconciliation of EBITDA - - - - - - - - -
Profit (loss) for the period (29,859) 196,207 134,104 28,323 3,694 15,234 (166,348) (123,990) 57,365 38,324
Income tax and social contribution (63,139) 121,209 66,295 3,571 1,954 (107,051) (58,070) - (35,231) 19,371
Financial result, net 194,020 86,854 48,122 (1,600) 7,950 242,280 (280,874) - 296,752 3,061 Depreciation and amortization 529,517 141,936 128,877 243 17,263 891 (671,453) - 147,274 25,650
EBITDA 630,539 546,206 377,398 30,537 30,861 151,354 (1,176,745) (123,990) 466,160 86,406
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
30
January 1, 2014 to September 30, 2014
Raízen
Energia
Raízen
Combustíveis
COMGÁS
Radar
Lubricants
Other
business
Deconsolidated
effects IFRS 11
Segment
elimination
Consolidated
Descontinued
operation
Statement of income:
Net sales 6,622,468 41,029,657 4,777,520 126,092 1,202,065 33 (47,652,125) - 6,105,710 659,715
__Domestic market 2,884,269 41,029,657 4,777,520 126,092 985,275 33 (43,913,926) - 5,888,920 553,735
__External market 3,738,199 - - - 216,790 - (3,738,199) - 216,790 105,980 Gross profit 1,191,299 2,000,178 1,468,361 70,771 263,965 34 (3,191,477) - 1,803,131 226,950
Selling expenses (426,930) (884,888) (473,892) - (186,680) - 1,311,818 - (660,572) -
General and administrative expenses (398,691) (296,456) (218,339) (25,727) (51,479) (96,544) 695,147 - (392,089) (63,632) Other income (expense), net 81,990 262,258 (13,926) 63,620 588 (153,268) (344,248) - (102,986) (464)
Financial results (116,092) (78,719) (151,875) 6,891 39,240 (504,420) 194,811 - (610,164) (23,110)
__Financial expense (370,615) (102,013) (217,555) (779) 62,603 (557,858) 472,628 9,244 (704,345) (52,284) __Financial income 252,247 69,840 65,707 7,670 3,282 76,410 (322,087) (9,244) 143,825 28,602
__Foreign exchange losses, net (136,828) (15,108) (48,716) - (20,089) (39,272) 151,936 - (108,077) 572
__Derivatives 139,104 (31,438) 48,689 - (6,556) 16,300 (107,666) - 58,433 - Equity in earnings of associates (28,803) 11,219 - - (4,837) 414,606 17,584 (412,471) (2,702) -
Equity in earnings of joint ventures - - - - - 464,633 - - 464,633 -
Income tax expense benefit (14,237) (327,571) (208,270) (11,410) (9,619) 250,462 341,808 - 21,163 (47,048)
Profit (loss) for the period 288,536 686,021 402,059 104,145 51,178 375,503 (974,557) (412,471) 520,414 92,695
Other selected data:
Depreciation and amortization 1,423,933 403,244 376,708 727 53,611 2,497 (1,827,177) - 433,543 70,378 EBITDA 1,842,798 1,495,555 1,138,912 109,391 75,168 631,958 (3,338,353) (412,471) 1,542,958 233,231
Addition PP&E, intangible and
biological assets (cash) 1,963,115 602,330 491,750 447 30,545 50,100 (2,565,445) - 572,842 183,280 Reconciliation of EBITDA
Profit (loss) for the period 288,536 686,021 402,059 104,145 51,178 375,503 (974,557) (412,471) 520,414 92,695
Income tax and social contribution 14,237 327,571 208,270 11,410 9,619 (250,462) (341,808) - (21,163) 47,048 Financial result, net 116,092 78,719 151,875 (6,891) (39,240) 504,420 (194,811) - 610,164 23,110
Depreciation and amortization 1,423,933 403,244 376,708 727 53,611 2,497 (1,827,177) - 433,543 70,378
EBITDA 1,842,798 1,495,555 1,138,912 109,391 75,168 631,958 (3,338,353) (412,471) 1,542,958 233,231
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
31
September 30, 2015
Statement of financial position: Raízen
Energia
Raízen
Combustíveis
COMGÁS
Radar
Lubricants
Other
business
Deconsolidated
effects IFRS 11
Segment
elimination
Total
consolidated
Cash and cash equivalents 3,428,097 220,788 1,476,126 1,179 90,765 296,930 (3,648,885) - 1,865,000 Investment Securities - - - 214,890 - - - - 214,890
Trade receivables 466,101 1,486,432 592,888 23,853 245,149 241 (1,952,533) - 862,131
Derivative financial instruments 1,514,030 128,365 603,405 - 26,973 1,916,875 (1,642,395) - 2,547,253 Inventories 2,293,958 1,359,823 131,953 - 257,975 2,213 (3,653,781) - 392,141
Other current assets 1,139,953 795,769 153,635 298,077 45,061 424,108 (1,935,722) (8,326) 912,555
Other non-current assets 3,468,753 1,199,922 293,565 20,800 (144,410) 1,615,151 (4,668,675) (9,887) 1,775,219 Investment in associates 216,019 262,304 - - 10,729 5,822,677 (478,323) (5,686,900) 146,506
Investment in joint ventures - - - - - 8,279,197 - - 8,279,197
Biological assets 1,903,554 - - - - - (1,903,554) - - Investment property - - - 2,385,932 - - - - 2,385,932
Property, plant and equipment 9,792,568 2,411,818 - 1,744 227,199 154,711 (12,204,386) - 383,654
Intangible assets and goodwill 3,275,569 4,344,146 8,611,843 1,749 793,495 7,175 (7,619,715) - 9,414,262 Loans and borrowings (12,018,295) (2,012,818) (3,253,671) - (459,945) (5,286,211) 14,031,113 - (8,999,827)
Derivative financial instruments (447,966) (90,917) - - (949) (756,008) 538,883 - (756,957)
Trade payables (990,963) (701,011) (1,347,481) (669) (192,231) (4,958) 1,691,974 - (1,545,339) Employee benefits payable (304,474) (68,869) (50,980) (6,302) (15,811) (21,663) 373,343 - (94,756)
Other current liabilities (770,582) (1,094,392) (117,516) (20,432) (125,596) (185,489) 1,864,974 18,213 (430,820)
Other non-current liabilities (1,349,470) (3,074,107) (1,132,629) (100,202) (145,603) (3,829,613) 4,423,577 - (5,208,047)
Total assets (net of liabilities)
___allocated by segment 11,616,852 5,167,253 5,961,138 2,820,619 612,801 8,435,336 (16,784,105) (5,686,900) 12,142,994
Total assets 27,498,602 12,209,367 11,863,415 2,948,224 1,552,936 18,519,277 (39,707,969) (5,705,112) 29,178,740
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
32
December 31, 2014
Statement of financial position: Raízen
Energia
Raízen
Combustíveis
COMGÁS
Radar
Lubricants
Other
business
Deconsolidated
effects IFRS 11
Segment
elimination
Total
consolidated
Cash and cash equivalents 2,643,950 173,470 973,708 6,011 39,810 520,663 (2,817,420) - 1,540,192 Investment Securities - - - 149,735 - - - - 149,735
Trade receivables 620,300 1,920,778 605,483 22,214 194,486 241 (2,541,078) - 822,424
Derivative financial instruments 542,102 28,378 335,058 - (721) 546,028 (570,480) - 880,365 Inventories 2,315,907 1,128,771 125,406 - 222,486 11 (3,444,678) - 347,903
Other current assets 2,228,121 493,252 137,360 31,052 26,416 342,987 (2,721,373) (19,750) 518,065
Other non-current assets 1,986,145 2,365,613 256,077 15,538 (184,670) 1,809,980 (4,351,758) (6,610) 1,890,315 Investment in associates 209,205 256,729 - - 16,032 5,783,699 (465,934) (5,669,053) 130,678
Investment in joint ventures - - - - - 8,404,503 - - 8,404,503
Biological assets 1,828,304 - - - - - (1,828,304) - - Investment property - - - 2,641,978 - - - - 2,641,978
Property, plant and equipment 9,848,969 2,464,316 - 11,288 221,466 118,681 (12,313,285) - 351,435
Intangible assets and goodwill 3,288,709 4,267,514 8,595,251 173 824,277 6,419 (7,556,223) - 9,426,120 Loans and borrowings (10,377,585) (1,557,782) (3,133,347) - (261,166) (4,003,089) 11,935,367 - (7,397,602)
Derivative financial instruments (359,408) (188,556) (4,960) - - (328,474) 547,964 - (333,434)
Trade payables (636,619) (529,990) (848,770) (790) (118,784) (2,826) 1,166,609 - (971,170)
Employee benefits payable (252,219) (66,799) (58,955) (5,336) (15,437) (21,387) 319,018 - (101,115)
Other current liabilities (776,208) (1,896,387) (118,021) (20,783) (100,853) (389,492) 2,672,595 26,361 (602,788)
Other non-current liabilities (2,687,911) (2,263,528) (992,028) (93,552) (193,082) (3,969,669) 4,951,439 - (5,248,331)
Total assets (net of liabilities)
___allocated by segment 10,421,762 6,595,779 5,872,262 2,757,528 670,260 8,818,275 (17,017,541) (5,669,052) 12,449,273
Total assets 25,511,712 13,098,821 11,028,343 2,877,989 1,359,582 17,533,212 (38,610,533) (5,695,413) 27,103,712
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
33
(b) Detailed net sales by segment:
July 1, 2015 to
September 30,
2015
January 1, 2015
September 30,
2015
July 1, 2014 to
September 30,
2014
January 1, 2014
September 30,
2015
Raízen Energia
Ethanol 1,128,511 3,695,498 951,990 3,152,586
Sugar 1,200,640 3,073,937 1,075,130 2,883,405
Cogeneration 203,002 387,740 230,582 432,834
Other 105,323 207,223 73,638 153,643
2,637,476 7,364,398 2,331,340 6,622,468
Raízen Combustíveis
Fuels 15,638,868 44,494,263 14,333,868 41,029,657
15,638,868 44,494,263 14,333,868 41,029,657
COMGÁS
Industrial 1,098,456 3,175,412 1,039,188 3,100,765
Residential 202,404 504,608 193,576 475,842
Thermogeneration 129,043 379,188 95,438 286,867
Cogeneration 64,982 203,082 59,124 187,132
Automotive 50,262 145,313 51,290 148,044
Commercial 77,706 211,108 68,257 187,728
Construction revenue 109,959 303,683 126,237 361,341
Other 10,287 25,780 10,640 29,801
1,743,099 4,948,174 1,643,750 4,777,520
Radar
Property sale 11,829 20,145 11,080 74,340
Land lease 16,730 50,235 14,427 46,235
Other 3,327 10,039 1,843 5,517
31,886 80,419 27,350 126,092
Lubricants
Lubricants 403,214 1,105,607 342,973 997,460
Basic Oil 76,870 171,028 71,471 181,662
Other 4,142 11,522 15,406 22,943
484,226 1,288,157 429,850 1,202,065
Cosan’s other business 27 27 - 33
IFRS 11 - Deconsolidated
of Joint Ventures and
eliminations (18,276,344) (51,858,661) (16,665,208) (47,652,125)
Total 2,259,238 6,316,777 2,100,950 6,105,710
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
34
4 Cash and cash equivalents
Parent Company Consolidated
September
30, 2015 December 31,
2014 September 30,
2015 December 31,
2014
Cash and bank accounts 1,128 265 141,604 121,342
Financial Investments 39,185 375,739 1,723,396 1,418,850
40,313 376,004 1,865,000 1,540,192
Financial investments refer substantially exclusive funds as presented below:
Parent Company Consolidated
September
30, 2015
December 31,
2014
September 30,
2015
December 31,
2014
Exclusive funds
Commitment transactions (i)
31,187
311,315 826,953 360,237
Bank certificate of deposits - CDB (ii)
7,958
64,424 207,904 74,547
Títulos públicos 41 - 1,062 -
39,185 375,739 1,035,919 434,784
Bank investments
Bank certificate of deposits - CDB - - 171,899 222,570
Commitment transactions - - 513,128 717,472
Other financial investments - - 2,450 44,024
- - 687,477 984,066
39,185 375,739 1,723,396 1,418,850
(i) These refer to purchases of assets, mainly government securities, with the commitment to repurchase at a rate
previously established by the parties, generally with a one-day term.
(ii) These refer mainly to Bank Deposit Certificates - CDBs, issued by Brazilian financial institutions with original
maturities of 90 days or less or for which there are no penalties or other restrictions for early redemption.
5 Trade receivables Consolidated
September 30,
2015 December 31,
2014
Domestic – Brazilian Reais 919,430 862,221
Export – Foreign currency 20,913 20,615
Allowance for doubtful accounts (41,279) (26,113)
899,064 856,723
Current 862,131 822,424
Non-current 36,933 34,299
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
35
6 Other trade receivables
Parent Company
Consolidated
September 30,
2015
December 31,
2014
September 30,
2015
December 31,
2014
Exxon Mobil financial assets (a) - - - 332,405
Receivable from sale discontinued
operations (b) 76,445 107,775 76,445 107,775
76,445 107,775 76,445 440,180
Current 76,445 69,683 76,445 69,683
Non Current - 38,092 - 370,497
(a) The subsidiary Cosan Lubrificantes e Especialidades S.A. was notified by the Brazilians Federal
Revenue Service, on September 1, 2015, on the exclusion of tax installments due to the previously made
deposits, Thus, the account receivable was offset to the balance in the same amount of taxes payables,
related to the collection of tax debts included in the special program installment of federal taxes (“REFIS
IV”) of the ExxonMobil Brazil Holdings BV‟s (ExxonMobil) responsibility, former owner of the
ExxonMobil brand in Brazil;
(b) Receivable from the sale of Cosan Alimentos. The amount will be received in November 2015 and
the account is updated monthly by CDI or Selic rates.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
36
7 Related parties
a) Receivables from and payables to related parties are as follows:
Parent Company Consolidated
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
Current Asset
Commercial operations
Cosan Limited 999
668 999 668
Cosan Lubrificantes e Especialidades S.A. 6,318 3,146 - -
Radar Propriedades Agricolas S.A. 653 835 - -
Cosan Logistica S.A 165 - 165 -
ALL América Latina Logística S.A - - 4,609 -
Raízen Energia S.A. 14,357
9,838 19,855 13,281
Raízen Combustíveis S.A. 269
153 274 2,433
Aguassanta Participações S.A. 6,344 6,340 6,344 6,340
Rumo Logística Operador Multimodal 5,049 3,342 5,414 3,705
Other 726 930 4,174 500
34,880 25,252 41,834 26,927
Corporate operation / Agreements
Raízen Energia S.A. 13,028
3,388 13,028 3,388
13,028 3,388 13,028 3,388
Financial operations
Cosan Lubrificantes e Especialidades - 773 - -
Raízen Combustíveis S.A. -
- 1,165 1,319
Cosan Biomassa S.A 4 - - -
Cosan Limited -
- 29,885 19,753
4 773 31,050 21,072
47,912 29,413 85,912 51,387
Non-current assets
Commercial operations
Tellus Brasil Participações S.A. 5,333 - 10,562 -
Novvi LLC - - 16,023 -
Other 5,542 5,115 172 7,418
10,875 5,115 26,757 7,418
Preferred shares
Raízen Energia S.A. 89,763
104,984 89,763 104,984
Raízen Combustíveis S.A. -
15,126 - 15,126
89,763 120,110 89,763 120,110
Financial operations
Rezende Barbosa 84,995
84,996 85,023 84,999
84,995 84,996 85,023 84,999
185,633 210,221 201,543 212,527
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
37
Parent Company Consolidated
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
Current liabilieites
Commercial operations
Raízen Energia S.A. 43,257 11,038 46,412 14,264
Advances from port services - - - 16
Shared expenses 43,257 11,038 46,412 14,248
Cosan Biomassa S.A. 216,982 142,569 - -
Radar Propriedades Agricolas S.A. 516 2,245 - -
Rumo Logistica Operador Multimodal S.A. 1,554 1,486 1,586 1,572
Cosan Lubrificantes e Especialidades 217 217 - -
Raízen Combustíveis S.A. 3,884 530 4,097 1,238
Other 105 773 109 119
266,515 158,858 52,204 17,193
Corporate operations / Agreements
Raizen Combustiveis S.A. 7,810 11,402 7,810 11,402
Raízen Energia S.A. 66,294 85,220 66,294 90,012
74,104 96,622 74,104 101,414
Financial Operations
Cosan Overseas Limited 15,170 1,351,838 - -
Cosan Luxembourg S.A. 53,378 61,812 - -
Raízen Energia S.A. - - 2,785 -
Shell Brazil Holding B.V. - - - 3,820
Other - 22 - 22
68,548 1,413,672 2,785 3,842
409,167 1,669,152 129,093 122,449
Non-current liabilities
Financial operations
Cosan Overseas Limited 2,000,355 - - -
Cosan Luxembourg S.A. 2,790,954 1,888,535 - -
4,791,309 1,888,535 - -
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
38
b) Related party transactions are as follows:
Parent Company
July 1, 2015 to
September 30,
2015
January 1, 2015
to September
30, 2015
July 1, 2014 to
September 30,
2014 (Restated)
January 1, 2014
to September
30, 2014
(Restated)
Shared income
Aguassanta Participações S.A. 114 331 115 339
Cosan Biomassa S.A. 179 552 427 1,248
Radar Propriedades Agrícolas S.A. 888 2,925 725 2,118
Cosan Logística S.A. 3,908 6,621 2,440 7,221
Cosan Lubrificantes e Especialidades S.A 2,033 7,514 3,233 9,552
Raízen Energia S.A. (876) (2,858) (538) (3,573)
6,246 15,085 6,402 16,905
Financial result
Cosan Lubrificantes e Especialidades - 28 20 752
Cosan Limited 219 331 62 27
Cosan Overseas Limited (628,102) (971,979) (228,288) (189,297)
Raízen Energia S.A. 680 1,910 679 1,902
Outros 103 289 54 180
(627,100) (969,421) (227,473) (186,436)
Consolidated
July 1, 2015 to
September 30,
2015
January 1, 2015
to September
30, 2015
July 1, 2014 to
September 30,
2014 (Restated)
January 1, 2014
to September
30, 2014
(Restated)
Product sales
Raízen Energia S.A. 5,976 13,974 5,964 9,737
Cosan Logistica S.A 11,476 20,546 - -
Raízen Combustíveis S.A. 3,776 11,270 - -
21,228 45,790 5,964 9,737
Purchase of goods / Inputs
Raízen Energia S.A. (1,563) (1,630) (61) (66)
Raízen Combustíveis S.A. (119) (119) - (354)
(1,682) (1,749) (61) (420)
Land lease
Raízen Energia S.A. 14,352 43,631 14,300 39,950
14,352 43,631 14,300 39,950
Shared income (expanse)
Aguassanta Participações S.A. 114 331 115 339
Cosan Logística S.A. 3,908 6,621 - 2,581
Raízen Energia S.A. (9,323) (28,121) (8,836) (14,207)
(5,301) (21,169) (8,721) (11,287)
Financial result
Usina Santa Luiza (17) (17) (61) (136)
Cosan Limited 238 350 62 27
Cosan Logísitica S.A 508 508 - -
Raízen Energia S.A. 680 1,910 679 1,902
Outros (33) (130) - -
1,376 2,621 680 1,793
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
39
c) Officers’ and directors’ compensation
Key management includes directors (executive and non-executive) and members of the board.
The compensation paid or payable to key management for their services is shown below:
July 1, 2015
to September
30, 2015
January 1,
2015 to
September
30, 2015
July 1, 2014
to September
30, 2014
(Restated)
January 1,
2014 to
September
30, 2014
(Restated)
Regular compensation 4,226 20,010 5,120 17,015
Stock option expense 2,742 8,228 2,563 7,689
Bonuses and other variable compensation 83 10,511 - 14,803
7,051 38,749 7,683 39,507
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
40
8 Equity method investments
a) Parent Company
Shares issued
by the
investee
Shares held
by Cosan
Cosan
ownership
interest (%)
At December
31, 2014
Equity
income of
investee
Equity
method
adjustments
Dividends
Capital
incrase /
Decrease
Other At September
30, 2015
Equity income
of investee
September 30,
2015 (Restated)
Subsidiaries
Companhia de Gás de São Paulo –
“COMGÁS” 124,009,308 75,261,249 61.33 3,760,508 242,987 - (187,587) - (1,944) 3,813,964 243,313 Cosan Biomassa 149,289,282 149,289,282 100 131,643 (6,194) - - 89,569 - 215,018 (7,352)
Cosan Global 1 1 100 60,875 131,044 - - 11,029 - 202,948 9,403
Cosan Investimentos e Participações S.A. 3,778,868,643 3,778,868,643 100 5,528,606 322,439 (40,871) - - - 5,810,174 91,840
Cosan Lubrificantes e Especialidades
S.A. 290,441 290,437 100 194,888 (180,073) 640 - - - 15,455 17,105 Cosan Luxembourg S.A. 500,000 500,000 100 12,542 222,262 - - - - 234,804 (34,851)
Radar II Propriedades Agrícolas S.A. 830,690,258 539,979,397 65 627,245 10,905 584 - - - 638,734 38,327
Radar Propriedades Agrícolas S.A. 21,148,989 4,001,167 18.92 611,039 9,204 1,045 - - - 621,288 10,208 Other - - - 5,268 (12,638) (65,920) - 105 (337) (73,522) (16,220)
Associates Tellus Brasil Participações S.A (a) 65,957,282 33,638,214 51 94,506 8,235 (429) - - (5,333) 96,979 3,706
Janus Brasil Participações S.A. 1,364,827 689,685 51 13,063 588 - - 17,402 - 31,053 -
Total 11,040,183 748,759 (104,951) (187,587) 118,105 (7,614) 11,606,895 355,479
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
41
b) Consolidated
Issued shares
of the investee
Number of
shares held
by Cosan
Percentage
of interest
(%)
Balance at
December
31, 2014
Equity
income of
investees
Equity
valuation
adjustments
Dividends
Capital
increase
Other
Balance at
September
30, 2015
Equity
income of
investees
September
30, 2014
(Restated)
Tellus Brasil Participações Ltda.(a) 65,957,282 33,638,214 1 51.00 1 94,506 8,264 (429) (597) - (5,333) 96,411 3,706
Novvi Limited Liabilitie Company 200,002 100,001 1 50.00 1 14,522 (9,497) 4,034 - - - 9,059 (4,997)
Janus Brasil Participações S.A. - - 51.00 13,063 588 - - 17,402 - 31,053 - Rota 4 Participações S.A. - - 100.00 - - - - 5 - 5 -
Vertical UK LLP - - 1 50.00 1 7,072 (1,526) 2,767 - - - 8,313 474
Other investments - - 1 - 1 1,515 (568) - - - 719 1,666 (1,885)
Total 130,678 (2,740) 6,372 (597) 17,407 (4,614) 146,506 (2,702)
c) Non-controlling interest:
Issued shares
of the
investee
Number of
shares held by
non-controlling
Ownership
percentage of
non-controlling
interest (%)
At December
31, 2014
Equity in income
of investee of non-
controlling
Equity
method
adjustments
Dividends
Other
At
september
30, 2015
Companhia de Gás de São Paulo -
"COMGÁS" 124,009,308 1 48,748,059 1 38.67 1 2,111,578 154,500 - (121,511) 2,430 2,146,997 Elimination of participation Radar II in Radar - 1 - 1 - 1 (498,944) - - - - (498,944)
Radar II Propriedades Agrícolas S.A. 830,690,258 1 290,710,861 1 35.00 1 337,743 5,919 214 - - 343,876
Radar Propriedades Agrícolas S.A. 21,148,989 1 17,147,822 1 81.08 1 1,680,620 31,533 3,578 - - 1,715,731
Total 3,630,997 191,952 3,792 (121,511) 2,430 3,707,660
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
42
9 Investment in jointly controlled entities
Investments in jointly controlled entities had the following change in the period:
Parent Company
Raízen
Combustíveis
S.A. Raízen Energia
S.A. Total Shares issued by investee 3,303,168,484 5,902,595,634 - Shares held by Cosan 1,651,584,242 2,951,297,817 - Cosan ownership interest (%) 50 50 - Equity in earnings (losses) of jointly controlled entities 208,503 130,327 338,830 At December 31, 2014 1,094,202 1,848,182 2,942,384 Equity in earnings (losses) of jointly controlled entities (32,582) (59,636) (92,218) At September 30, 2015 1,061,620 1,788,546 2,850,166
Consolidated
Raízen
Combustíveis
S.A. Raízen Energia
S.A. Total Shares issued by investee 3,303,168,484 5,902,595,634 - Shares held by Cosan 1,651,584,242 2,951,297,817 - Cosan ownership interest (%) 50 50 - Equity in earnings (losses) of jointly controlled entities 312,387 152,246 464,633 At December 31, 2014 3,218,466 5,186,036 8,404,502 Equity in earnings (losses) of jointly controlled entities 388,396 (111,584) 276,812 Equity method adjustments - (40,871) (40,871) Dividends (343,246) - (343,246)
(18,000) - (18,000) At September 30, 2015 3,245,616 5,033,581 8,279,197
Statement of financial position and statement of profit or loss of jointly controlled entities are
disclosed in the operating segment note (Note 3).
The statement of cash flows and comprehensive income of the jointly controlled entities Raízen
Energia and Raízen Combustíveis for the period ended September 30, 2015 and 2014 are
presented below:
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
43
Raízen Energia S.A. Raízen Combustíveis S.A.
January 1, 2015 to
September 30, 2015
January 1, 2014 to
September 30, 2014
January 1, 2015 to
September 30, 2015
January 1, 2014 to
September 30, 2014
Cash flow
Operating activities 2,780,323 1,819,761 1,584,184 501,581
Investing activities (1,423,512) (1,942,062) (426,622) 123,902
Financing activities (528,612) 623,565 (1,110,224) (755,488)
Increase in cash
and cash equivalents 828,199 501,264 47,318 (130,005)
Other comprehensive
income (losses) (306,906) 155,269 803,162 686,172
10 Investment property and Assets held for sale
Investment property Assets held for sale Total
At December 31, 2014 2,641,978 25,089 2,667,067
Change in fair value 25,597 (2,435) 23,162
Transfers (i) (273,708) 282,687 8,978
Disposals (ii) (7,935) (16,046) (23,981)
At September 30, 2015 2,385,932 289,295 2,675,227
(i) Refers to the transfer of the Property to properties for investment.
(ii) Reclassified to investment property due to commercial disagreements during the negotiations,
relating to land, land improvements in buildings and building.
Investment properties include farms located in the Southeast, Midwest and Northeast regions of
Brazil, which are leased to third parties and jointly controlled entities. The leases have an average
term of 18 years for the cultivation of sugarcane and 10 years for beans.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
44
11 Property, plant and equipment
Consolidated
Parent
Company
Land, buildings
and
improvements
Machinery,
equipment and
facilities
Construction in
progress Other Total Total
Cost
At December 31, 2014 171,129 76,022 156,508 32,240 435,899 33,378
Additions - - 63,520 - 63,520 2,046
Disposals - (60) - (204) (264) (8)
Transfers (i) (3,940) 16,893 (45,931) 6,439 (26,539) (1,661)
At September 30, 2015 167,189 92,855 174,097 38,475 472,616 33,755
Depreciation
At December 31, 2014 (35,409) (34,825) - (14,230) (84,464) (6,714)
Additions (3,756) (4,812) - (3,697) (12,265) (1,719)
Disposals - 36 - 2 38 2
Transferências (i) 7,448 257 - 24 7,729 -
At September 30, 2015 (31,717) (39,344) - (17,901) (88,962) (8,431)
At December 31, 2014 135,720 41,197 156,508 18,010 351,435 26,664
At September 30, 2015 135,472 53,511 174,097 20,574 383,654 25,324
(i) Refer to intangible transfers due to the capitalization of these assets.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
45
12 Intangible assets
Consolidated Parent Company
Goodwill
Concession
intangible asset -
COMGÁS
Improvements in
public concessions
and operation
licenses
Trademarks
Related
customer
relationships
Other Total Total
Cost
At December 31, 2014 603,505 8,790,010 (5,414) 252,474 862,324 223,294 10,726,193 9,513
Additions - 310,278 - - 62,970 19,513 392,761 -
Disposals - (8,225) - - (5,949) - (14,174) (1)
Transfers (i) - 131 - - 14 9,672 9,817 1,661
At September 30, 2015 603,505 9,092,194 (5,414) 252,474 919,359 252,479 11,114,597 11,173
Amortization
At December 31, 2014 - (636,730) 5,414 (136,962) (425,282) (106,513) (1,300,073) (3,171)
Additions - (243,561) - (17,120) (116,674) (31,323) (408,678) (1,268)
Disposals - 5,541 - - 2,861 - 8,402 -
Transfers (i) - - - - - 14 14 -
At September 30, 2015 - (874,750) 5,414 (154,082) (539,095) (137,822) (1,700,335) (4,439)
At December 31, 2014 603,505 8,153,280 - 115,512 437,042 116,781 9,426,120 6,342
At September 30, 2015 603,505 8,217,444 - 98,392 380,264 114,657 9,414,262 6,734
(i)Refer to intangible transfers due to the capitalization of these assets.
Capitalization of borrowing costs
Capitalized borrowing costs for the period ended on September 30, 2015, amounted to R$ 14,766 (R$ 15,787 for the period ended on September 30,
2014). The weighted average interest rate used to capitalize borrowing costs on the balance of construction in progress, was 11.26% p.a. for the period
ended on September 30, 2015 (9.04% p.a. for the period ended on September 30, 2014).
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
46
Intangible assets (excluding goodwill)
Annual rate of
amortization - %
September
30, 2015
December
31, 2014
Concession intangible asset - COMGÁS (a) Over the concession term 8,217,444 8,153,280
Trademarks
Mobil 10.00 74,188 91,308
Comma - 24,204 24,204
98,392 115,512
Relationship with customers:
Comgás 20.00 327,315 375,118
Lubrificantes 6.00 52,949 61,924
380,264 437,042 Other
Licença de software 20.00 88,271 81,408
Other 15.00 26,219 35,373
117,490 116,781
Total 8,813,590 8,822,615
(a) Refers to intangible asset for the public gas distribution service, which represents the
right to charge users for the supply of gas and it is comprised of concession: (i) the
concession rights recognized in the business combination and (ii) concession assets.
Impairment testing of cash-generating units containing goodwill
During the period ended on September 30, 2015, no impairment indicators were identified that
would triggers the need for an impairment test.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
47
13 Loans, borrowings and debentures
Interest Parent company Consolidated
Description(i)
Index(ii)
Annual
interest(iii)
September
30, 2015
December
31, 2014
Septembe
r 30, 2015
December
31, 2014
Matures
Senior Notes Due 2023 US$ 5.00% - - 1,889,802 1,352,796 Mar-2023
Senior Notes Due 2018 Pré-fixado 9.50% - - 855,433 874,494 Mar-2018
Perpetual Notes US$ 8.25% - - 2,011,523 1,344,760 -
BNDES TJLP 8.60% - - 202,656 834,565 Oct-2020
BNDES Selic 10.70% - - 305,816 274,000 Oct-2020
BNDES TJ462 7.94% - - 849,295 288,209 Oct-2018
EIB US$ + Libor 8.70% - - 867,125 691,463 Sep-2021
Foreign loans GBP + Libor 4.27% - - 328,285 224,047 Dec-2019
FINEP Pré-fixado 5.00% - - 144,088 165,032 Nov-2020
Resolution 4131 US$ + Libor 10.58% - - 440,613 466,494 Mar-2018
Resolution 4131 US$ + Libor 1.67% 385,365 266,006 469,703 266,006 Nov-2015
Resolution 4131 US$ 1.20% - - - 29,338 Feb-2017
FINAME Pré-fixado 5.50% - - 179 224 Nov-2022
Other - - - 47,142 7,559 -
385,365 266,006 8,411,661 6,818,987 Debentures
Non-convertible
debentures
Fixed rate +
IPCA 15.16% - - 460,385 447,386 Sep-2020
Non-convertible
debentures CDI 15.26% - - 127,781 131,229 Sep-2019
- - 588,166 578,615
385,365 266,006 8,999,827 7,397,602
Current 385,365 266,006 1,147,344 856,334
Non-current - - 7,852,483 6,541,268
i) At September 30, 2015, except where otherwise indicated.
Covenants
The Company and its subsidiaries are subject to certain restrictive financial covenants set forth in
existing loans, financing and debenture agreements in relation to certain financial and
nonfinancial indicators. For the period ended on September 30, 2015, Cosan, its subsidiaries were
in compliance with all financial covenants.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
48
14 Trade payables
Parent Company Consolidated
September 30,
2015
December 31,
2014
September 30,
2015
December 31,
2014
Natural gas suppliers - - 1,551,302 1,043,998
Judicial deposit (i) - - (294,976) (294,976)
Materials and services suppliers 898 2,528 289,013 222,148
898 2,528 1,545,339 971,170
(i) In February 25, 2014, COMGAS obtained a preliminary injunction against PETROBRAS,
which assured the Company the right to provide a deposit of the controversial monthly
value due to PETROBRAS, corresponding to the difference in prices between (i) the price
in the TCQ Contract for the Supply of Gas signed between Comgas and Petrobras and (ii)
the price under the Firm Contract signed between Petrobras and Gas Brasiliano
Distribuidora S.A. , whereas the obligation of equality assumed before the Petrobras Group
with the State Regulatory Agency - ARSESP. Initially, the security was provided by bank
deposits which, subsequently, after the preliminary injunction was granted by the STJ in
November 06, 2014, were replaced by a letter of guarantee issued by a first-tier financial
institution.
Therefore, the controversial values calculated based on the supply of gas from January to
September 2014 were assured in a court decision upon a judicial deposit and the
controversial values calculated found as of the supply of gas from October 2014 to
September 2015 began to be secured by a bank surety. The guaranteed value in the judicial
deposit is R$ 294,976 and the guaranteed value through surety is of R$ 528,028.
15 Other taxes payables Parent Company Consolidated
September 30,
2015
December 31,
2014
September 30,
2015
December 31,
2014
ICMS – State VAT 7 - 79,054 66,752
IPI - - - -
INSS - Social security 564 667 815 1,052
PIS - Revenue tax 46 1,802 2,530 2,121
COFINS- Revenue tax 276 8,298 12,330 16,784
Tax Amnesty and Refinancing Program - REFIS (I)
186,894
191,396 186,894 523,801
ITBI - - 8,963 -
Other 371 597 10,960 24,490
188,158 202,760 301,546 635,000
Current 22,747 200,600 136,135 300,435
Non-Current 165,411 2,160 165,411 334,565
(a) The portion of R$ 350,301 related to tax debits included in the Brazilian Government‟s
tax amnesty and refinancing program (“Refis IV”), was offset with the respective
recovery balance, as mentioned in 6.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
49
16 Income tax and social contribution
a) Reconciliation of income and social contribution tax expenses:
Parent Company
July 1, 2015 to
September 30,
2015
January 1, 2015
to September
30, 2015
July 1, 2014 to
September 30,
2014 (Restated)
January 1, 2014
to September 30,
2014 (Restated)
(Loss) profit before taxes (149,849) (290,662) (102,668) 97,258
Income tax and social contribution at nominal rate
(34%) 50,949 98,825 34,907 (33,068)
Adjustments to determine the effective rate
Equity method investments (non taxable income) 109,314 223,224 57,958 236,255
Non-deductible expenses (donations, gifts, etc.) (85) (476) 193 (49)
Stock options (932) (2,797) (872) (2,614)
Differences in tax rates on earnings / losses
of overseas companies (22,037) (33,587) (2,664) 11,042
Other (703) (2,107) (5) (2,202)
136,506 283,082 89,517 209,364
Current income tax and social contribution - - - 3,422
Deferred income tax and social contribution 136,506 283,082 89,517 205,942
Consolidated
July 1, 2015 to
September 30,
2015
January 1, 2015
to September
30, 2015
July 1, 2014 to
September 30,
2014 (Restated)
January 1, 2014
to September 30,
2014 (Restated)
Profit (loss) before taxes 77,691 154,331 22,135 499,249
Income tax and social contribution at nominal rate
(34%) (26,415) (52,473) (7,526) (169,744)
Adjustments to determine the effective rate
Equity method investments (non taxable income) 9,923 93,185 25,772 157,057
Non-deductible expenses (donations, gifts, etc.) (5,273) (19,026) 99 (3,155)
Stock options (932) (2,797) (871) (2,614)
Interest capital - benefit (12,818) (18,938) - (6,970)
Out of period carryforward tax losses (reversals) 1,723 1,586 (1,085) (2,490)
Differences in tax rates on earnings / losses
of overseas companies 14,723 17,271 9,140 7,612
Differences in tax rates on entities
Under Brazilian presumed profits tax regime
2,005 12,611 8,046 28,652
Other (991) (1,378) 1,655 (1,025)
(18,055) 30,041 35,230 21,162
Current income tax and social contribution (11,393) (118,882) (38,792) (92,061)
Deferred income tax and social contribution (6,662) 148,923 74,022 113,223
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
50
b) Deferred income tax assets and liabilities
Parent Company
September 30, 2015 December 31, 2014
Basis IRPJ CSLL Total
Tax loss carryforwards:
Income tax loss carryforwards 725,187 181,297 - 181,297 136,247
Social contribution tax loss carryforwards 736,611 - 66,295 66,295 50,077
Temporary differences:
Foreign currency gains/losses 2,491,512 622,878 224,236 847,114 269,164
Tax deductible goodwill (64,185) (16,046) (5,777) (21,823) (21,823)
Provision for judicial demands 176,987 44,224 15,921 60,145 67,291
Allowance for doubtful accounts 20,902 5,226 1,881 7,107 7,982
Profit sharing 14,076 3,519 1,267 4,786 5,255
Derivatives instrumets unrealized gains (1,467,308) (366,827) (132,058) (498,885) (123,390)
Unrealized gain on sale of investments (35,653) (8,913) (3,209) (12,122) (18,772)
Other temporary differences (95,225) (23,806) (8,570) (32,376) 1,227
Gain on formation of Joint Venture (3,338,342) (834,586) (300,451) (1,135,037) (1,135,037)
Business combination - Other effects (36,086) 9,021 3,249 12,270 -
Other - - - - (42,532)
Total net liability (384,013) (137,216) (521,229) (804,311)
Consolidated
September 30, 2015 December 31, 2014
Basis IRPJ CSLL Total
Tax loss carryforwards:
Income tax loss carryforwards 1,464,984 366,246 - 366,246 318,595
Social contribution tax loss carryforwards 1,483,625 - 133,526 133,526 116,372
Temporary differences:
Foreign currency gains/losses 2,874,126 718,531 258,671 977,202 303,488
Tax deductible goodwill 484,129 121,032 43,572 164,604 289,705
Provision for judicial demands 322,772 80,693 29,049 109,742 179,166
Allowance for doubtful accounts 172,877 43,219 15,559 58,778 45,784
Profit sharing 18,898 4,725 1,701 6,426 7,898
Derivatives instrumets unrealized gains (1,543,825) (385,956) (138,944) (524,900) (126,352)
Unrealized gain on sale of investments (35,653) (8,913) (3,209) (12,122) (18,772)
Other temporary differences 316,567 79,142 28,491 107,633 26,073
Property, plant and equipment (300,056) (75,014) (27,005) (102,019) -
Gain on formation of Joint Venture (3,338,342) (834,586) (300,451) (1,135,037) (1,135,036)
Unrealized gains on investment properties (1,778,250) (35,565) (19,205) (54,770) (74,801)
Assets held for sale (242,596) (4,852) (2,620) (7,472) (773)
Concession contract 49,405 12,351 4,446 16,797 15,057
Regulatory asset 242,654 60,664 21,839 82,503 82,503
Gains or losses on actuarial liabilities 267,067 67,629 24,347 91,976 87,595
Business combination - Property and equipment - - - - (9,438)
Business combination - Intangible assets (3,737,093) (934,273) (336,338) (1,270,611) (1,305,599)
Business combination – Other fair value adjustments (188,444) (47,111) (16,960) (64,071) (24,513)
Other (385,737) (96,434) (34,716) (131,150) (106,340)
Total net liability (868,472) (318,247) (1,186,719) (1,329,388)
Deferred income tax – Assets 296,203 213,288
Deferred income tax - Liabilities (1,482,922) (1,542,676)
Total net deferred taxes (1,186,719) (1,329,388)
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
51
c) Changes in deferred income taxes (net):
Controladora Consolidado
At December 31, 2014 (804,311) (1,329,388)
Deffered tax recorded in proft or loss (i) 283,082 148,923
Other comprehensive income - (2,955)
Other - (3,299)
At September 30, 2015 (521,229) (1,186,719)
(i) Deferred income tax and social contribution arising from the review of the calculations of previous years, with the
application of life rate provided for in the income tax legislation. The balance will be amortized over the remaining
term of the concession pursuant to Article 69 of Law 12,973/14.
17 Provision for legal proceedings
Provision for legal proceedings
Parent Company Consolidated
September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014
Tax 73,626 72,614 369,032 341,213
Civil 63,108 48,081 157,010 139,256
Labor 134,832 132,677 165,924 163,932
271,566 253,372 691,966 644,401
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
52
Judicial deposits as at September 30, 2015, and December 31, 2014, are as follow:
Judicial deposits
Parent Company Consolidated
September 30,
2015
December 31,
2014
September 30,
2015
December 31,
2014
Tax 207,898 199,927 349,121 314,320
Labor 13,524 12,766 18,029 28,124
Civil and enviromental 25,591 23,546 38,478 46,270
247,013 236,239 405,628 388,714
Changes in provision for judicial demands:
Parent Company
Tax Civil Labor Total
At December 31, 2014 72,614 48,081 132,677 253,372 Provisions 2,096 6,637 23,206 31,939
Settlement / Write-Offs (7,154) (6,114) (39,098) (52,366)
Monetary variation 6,070 14,504 18,047 38,621
At September 30, 2015 73,626 63,108 134,832 271,566
Consolidated
Tax Civil Labor Total
At December 31, 2014 341,213 139,256 163,932 644,401 Provisions 9,508 10,643 31,432 51,583
Settlement / Write-Offs (4,178) (16,840) (46,652) (67,670)
Transfers 7,318 (7,318) - -
Monetary variation 15,171 31,269 17,212 63,652
At September 30, 2015 369,032 157,010 165,924 691,966
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
53
a) Tax claims
Legal proceedings in relation to tax payments, as at September 30, 2015 and December 31, 2014,
are as follow:
Parent Company Consolidated
September
30, 2015
December 31,
2014
September
30, 2015
December 31,
2014
Compensation with FINSOCIAL -
- 251,491 241,739
INSS 47,643
44,332 56,471 46,660
ICMS credits 21,208
22,931 24,328 24,231
PIS and COFINS - 873 3,830 4,704
IPI 1,085 1,027 1,085 1,027
IRPJ and CSLL 329 329 329 329
Others 3,361 3,122 31,498 22,523
73,626 72,614 369,032 341,213
b) Civil and labor
The Company and its subsidiaries are parties to a number of civil legal claims related to (i)
indemnification for material and moral damages, (ii) public civil claims related to burning of
sugarcane stubble, and (iii) environmental matters.
The Company and its subsidiaries are also parties to a number of labor claims filed by former
employees and service providers challenging, among other things, unpaid overtime, night shift
premiums and risk premiums, employment guarantees, and the reimbursement of withholdings
from payroll such as social contributions and trade union charges, among other.
Judicial claims deemed as possible losses, and therefore not accrued
a) Tax claims
Parent Company Consolidated
September 30,
2015
December 31,
2014
September 30,
2015
December 31,
2014
ICMS - State VAT 1,321,221
1,252,291 1,656,227 1,572,934
IRRF - Whithholding tax 2,997
1,161 713,672 656,087
Federal income taxes 315,743
296,356 783,990 750,500
INSS - social security 533,450
500,126 568,917 529,763
IPI - Excise tax 419,908
385,306 479,941 441,707
PIS and COFINS - Revenue taxes 666,145
609,154 691,474 680,065
Compensation with IPI - IN 67/98 122,284
118,865 122,284 118,865
Other 529,122 471,326 738,468 632,090
3,910,869 3,634,585 5,754,973 5,382,011
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
54
b) Civil and labor
Parent Company Consolidated
September
30, 2015
December 31,
2014
September
30, 2015
December 31,
2014
Civil 481,254 392,870 1,044,434 1,100,612
Labor 337,726 326,298 358,238 347,615
818,980 719,168 1,402,672 1,448,227
18 Preferred non-controlling interests payable
On June 27, 2014, Cosan transferred all its common shares in Raízen Energia S.A. and Raízen
Combustíveis S.A. and debts, net of cash, totaling nearly R$1,979,519, represented by debentures
and a working capital facility, to its subsidiary Cosan Investimentos e Participações S.A.
On June 27, 2014, Cosan executed an Investment and Other Terms Agreement with Fundo de
Investimentos em Participações Multisetorial Plus II (“FIP Multisetorial Plus II”), and with Razac
Fundo de Investimentos em Participações (“FIP Razac”). Therewith, FIP Multisetorial and FIP
Razac subscribed non-voting preferred shares issued by Cosan Investimentos e Participações S.A.
for the amount of R$2,000,000, accounted for as financial liabilities in these financial statements.
The financial liability shall be measured taking into account the value of the initial investment
plus the updated CDI deducted from dividends paid (also updated by CDI). The Company has the
obligation to make payment to the Investors in case they exercise the option to sell the investment
in 2021.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
55
19 Equity
a. Common stock
Subscribed and fully paid capital as of September 30, 2015 and December 31, 2014 is
represented by 407,214,353 common shares, without par value.
On April 30, 2015 was approved by the minutes of the General Meeting, the capital increase of R
$ 190,494 without issuing new shares, upon the part of the existing balance conversion in the
statutory reserve account.
b. Treasury shares
The Company holds 1,357,539 treasury shares as of September 30, 2015 with a market value of
R$ 20.13 (R$ 28.85 on December 31, 2014).
c. Equity valuation adjustment
December 31,
2014
Comprehensive
income
September 30,
2015
Foreign currency translation differences - equity - accounted
investee (23,593) (65,361) (88,954)
Gain (loss) on cash flow hedge (10,686) (40,789) (51,475)
Revaluation of investment property reclassified from
property, plant and equipment 190,735 - 190,735
Defined benefit plan actuarial gain (losses) 23,467 - 23,467
Available for sale financial assets from securities 22,572 4,990 27,562
Total 202,495 (101,160) 101,335
Attributable to:
Owner of the Cosan 175,298 (104,952) 70,346
Non-controlling interests 27,197 3,792 30,989
December 31,
2013
Comprehensive
income
September 30,
2014
Foreign currency translation differences - equity - accounted
investee (240) (16,659) (16,899)
Gain (loss) on cash flow hedge 43,385 (54,921) (11,536)
Revaluation of investment property reclassified from
property, plant and equipment 190,735
-
190,735
Defined benefit plan actuarial gain (losses) (7,546) 1,063 (6,483)
Available for sale financial assets from securities 16,126 1,591 17,717
Total 242,460 (68,926) 173,534
Attributable to:
Owner of the Cosan 221,351 (70,359) 150,992
Non-controlling interests 21,109 1,433 22,542
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
56
20 Earnings per share
Basic
July 1, 2015
to
September
30, 2015
January 1,
2015 to
September
30, 2015
July 1, 2014
to September
30, 2014
(Restated)
January 1, 2014
to September
30, 2014
(Restated)
Numerator Net income for the year from continued operations (13,343) (7,580) (13,151) 306,060
Net income for the year from discontinued operations - - 28,384 69,442
Denominator
Weighted average number of common share 405,856,814 405,856,814 405,856,814 405,856,814
Basic net income per share - continued operations (R$0.03) (R$0.02) (R$0.03) R$0.75
Basic net income per share - discontinued operations - - R$0.07 R$0.18
(R$0.03) (R$0.02) R$0.04 R$0.93
Diluted
July1,2015t
oSeptember
30,2015
January1,20
15toSeptem
ber30,2015
July1,2014toS
eptember30,2
014(Restated)
January1,2014t
oSeptember30,
2014(Restated)
Numerator
Net income for the year from continued operations (13,343) (7,580) (13,151) 306,060
Net income for the year from discontinued operations - - 28,384 69,442
Denominator
Weighted average number of common share 405,856,814 405,856,814 405,856,814 405,856,814
Potential increase of common share 19,908 471,220 5,096,737 5,096,737
Denominator for diluted earning per share 405,876,722 406,328,034 410,953,551 410,953,551
Basic net income per share - continued operations (R$0.03) (R$0.02) (R$0.03) R$0.74
Basic net income per share - discontinued operations - - R$0.07 R$0.17
(R$0.03) (R$0.02) R$0.04 R$0.91
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
57
21 Financial results
Parent Company
July 1, 2015 to
September 30,
2015
January 1, 2015
to September
30, 2015
July 1, 2014
to September
30, 2014
(Restated)
January 1, 2014
to September
30, 2014
(Restated)
Financial expense
Interest expense on loan (40,278) (125,031) (40,840) (200,899)
Interest expense (69,102) (210,526) (51,819) (111,187)
Indexation charges (1,020) (1,020) - -
Bank fees (4,004) (13,575) (5,750) (42,257)
(114,404) (350,152) (98,409) (354,343)
Financial income
Interest income 44,863 77,605 6,960 63,541
Indexation charges 5,598 14,975 3,708 11,938
Indexation charges 143 142 - -
Income from short term investments 8,004 24,934 2,646 8,461
58,608 117,656 13,314 83,940
Foreign exchange effects, net(I) (1,130,449) (1,706,861) (298,747) (131,844)
Derivative income (losses)
Commodities derivatives - -
Exchange rate and interest rate
derivatives 757,549 1,209,992 154,348 30,351
757,549 1,209,992 154,348 30,351
(428,696) (729,365) (229,494) (371,896)
(I) Includes gains (and losses) on foreign exchange rates relating to assets and liabilities denominated in foreign currency.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
58
Consolidated
July 1, 2015 to
September 30,
2015
January 1, 2015
to September
30, 2015
July 1, 2014
to September
30, 2014
(Restated)
January 1, 2014
to September
30, 2014
(Restated)
Financial expense
Interest expense on loan (112,577) (413,227) (162,428) (519,126)
Interest expense (ii) (91,719) (254,862) (56,236) (62,274)
Indexation charges (43,549) (102,127) (15,222) (45,762)
Taxes on financial income (6,318) (6,319) - -
Bank fees (16,007) (53,148) (14,650) (77,182)
(270,170) (829,683) (248,536) (704,344)
Financial income
Interest income 69,773 100,879 13,391 63,179
Indexation charges 5,601 14,893 3,807 9,792
Other financial income 143 141 - -
Income from short term investments 65,321 163,089 27,710 70,854
140,838 279,002 44,908 143,825
Foreign exchange effects, net(I) (180,793) (641,767) (209,636) (108,077)
Derivative income (losses)
Commodities derivatives (44,176) (44,175) - -
Exchange rate and interest rate
derivatives 150,175 487,022 116,513 58,433
105,999 442,847 116,513 58,433
(204,126) (749,601) (296,751) (610,163)
(I) Includes gains (and losses) on foreign exchange rates relating to assets and liabilities denominated in foreign currency.
(II) In the year 2015 were accounted for interest on income tax and social contribution credit of R $ 51,756, due to changes
in estimates for tax purposes, arising from the review of the calculation bases in 2009 and 2010 applying the lifetime rate
provided for in IN 162/98 for assets belonging to the gas distribution network.currency.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
59
22 Other income (expense), net
Parent Company
July 1, 2015 to
September 30,
2015
January 1, 2015
to September 30,
2015
July 1, 2014 to
September 30,
2014 (Restated)
January 1, 2014
to September 30,
2014 (Restated)
Recovery taxes program - - (5,059) (5,059)
Provisions for legal proceedings (14,074) (29,747) (10,026) (29,867)
Costs to operation transactions (59) (101,423) - (115,390)
(Loss) gain on corporate restructuring - - (20) 4,459
Other 1,545 4,557 (3,395) (4,477)
(12,588) (126,613) (18,500) (150,334)
(i) Relates to costs incurred by the Company with lawyers, consultants, business advisors and other related services for certain internal reorganizations
and prospective acquisitions.
Consolidated
July 1, 2015 to
September 30,
2015
January 1, 2015
to September 30,
2015
July 1, 2014 to
September 30,
2014 (Restated)
January 1, 2014
to September 30,
2014 (Restated)
Recovery taxes program - - (5,059) (5,059)
Provisions for legal proceedings (14,431) (32,301) (13,910) (39,735)
(Loss) gain on disposal of non-current
assets (103) (2,762) (2,579) (7,385)
Costs to operation transactions (i) (59) (101,423) (8,822) (124,212)
(Loss) gain on corporate restructuring - - (20) 4,459
Fair value gain of investment properties - 23,162 18,745 63,728
Other 2,180 137 6,136 5,214
(12,413) (113,187) (5,509) (102,990)
(i) Relates to costs incurred by the Company with lawyers, consultants, business advisors and other related services for certain internal reorganizations
and prospective acquisitions.
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
60
23 Financial Instruments
September
30, 2015
December
31, 2014
Assets
Fair value through profit or loss
Investment securities 214,890 149,735
Derivate financial instruments 2,547,253 880,366
2,762,143 1,030,101
Loans and receivables
Cash and cash equivalents 1,865,000 1,540,192
Trade receivables 899,064 856,723
Related parties 287,455 263,914
Dividends receivable 212,938 36,130
Other receivables 76,445 440,180
3,340,902 3,137,139
Total 6,103,045 4,167,240
Liabilities
Liabilities amortised cost
Loans, borrowings and debentures 4,243,069 3,825,552
Trade payables 1,545,339 971,170
Related parties 129,093 122,449
Contingent consideration - Earn out 133,197 186,649
Dividends payable 15,756 20,347
Tax installments - REFIS 186,894 523,801
Preferred shareholders payable in subsidiaries 2,106,730 1,926,888
8,360,078 7,576,856
Fair value through profit or loss
Loans, borrowings and debentures 4,756,758 3,572,050
Pension and post-employment benefits 317,746 301,764
Derivative financial instruments 756,957 333,435
5,831,461 4,207,249
Total 14,191,539 11,784,105
During the period, there was no reclassification between categories, the fair value through profit
or loss, loans and receivables and financial liabilities at amortized cost presented above.
Risk management structure
As at September 30, 2015 and December 31, 2014, the fair values relating to transactions
involving derivative financial instruments to protect the Company‟s risk exposure were using
observable inputs such as quoted prices in active markets, or discounted cash flows based on
market curves, and are presented below:
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
61
Notional Fair value
September
30, 2015
December
31, 2014
September
30, 2015
December
31, 2014
P&L
(i)
Exchange rate derivatives
Forward agreements 1,808,948 178,127 294,470 21,250 301,936
Options - 2,202,425 - (8,842) 217,992
1,808,948 2,380,552 294,470 12,408 519,928
Interest rate and exchange rate risk
Swap agreements (interest rate) 679,074 221,560 (69,994) (40,328) (82,570)
Cross currency interest rate swaps 2,163,882 2,368,971 1,565,820 574,851 472,819
2,842,956 2,590,531 1,495,826 534,523 390,249
Total financial instruments 1,790,296 546,931 910,177
Assets 2,547,253 880,366
Liabilities (756,957) (333,435)
(*)These balances equivalent to the notional value in dollars converted to US $ Dollar rate by the September 30, 2015.
(i) The Company recorded in the statement of profit or loss, the net effect of the Senior
Notes 2023 designated for hedge accounting. As a result, the amount of R$ 467,332 is
transferred from the rubric "Derivatives" to "Financial expenses".
Credit risk
In the subsidiary COMGÁS, there is no concentration of credit for major consumers, as no
customer accounts for more than 10% of total sales volumes. COMGÁS is not exposed to such
risk as it costumer base is large and diversified.
Credit risk is managed through specific rules regarding client acceptance, including credit ratings
and limits for customer exposure, including the requirement for a letter of credit from a major
bank and obtaining actual warranties when given credit, when applicable. Management believes
that credit risk is adequately managed through it‟s policy on allowance for doubtful accounts.
The Company and its subsidiaries may acquire exchange rate and interest rate derivative
instruments in the BM&FBovespa, OTC contracts, registered CETIP or even in the international
market, with several banks, within the limits established in the Treasury Policy for each bank.
The credit risk on cash and cash equivalents, loans, financing, debentures and financial
instruments in national and foreign financial institutions are determined using the rating
instruments accepted by the market.
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at the reporting date was:
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
62
September 30, 2015 December 31, 2014
Cash and cash equivalents 1,865,000 1,540,192
Investment securities 214,890 149,735
Trade receivables 899,064 856,723
Derivative financial instruments 2,547,253 880,366
Receivables from related parties 287,455 263,914
Other trade receivables 76,445 440,180
Dividends receivable 212,938 36,130
6,103,045 4,167,240
a) Losses on impairment
The Company annually tests its financial assets not classified as financial assets at fair
value through profit or loss, including investments accounted for under the equity
method, to determine whether there is objective evidence of impairment for impairment.
b) Guaratees
Cosan's policy is to provide financial guarantees only to subsidiaries. (Note 13).
Liquid Risk
Liquidity risk is the risk that the Company and its subsidiaries will not be able to meet its
obligations associated with its financial liabilities that are settled with cash payments or other
financial assets. The Company and its subsidiaries manage liquidity risk by ensuring, as much as
possible, the availability of sufficient liquidity to meet its obligations due, under normal and
stress situations, without causing unacceptable losses or risking the Company‟s and its
subsidiaries reputation.
The table below demonstrates the Company‟s non-derivative financial liabilities classified by due
date at September 30, 2015. The amounts disclosed in the table are the contracted undiscounted
cash flows:
September 30, 2015
December
31, 2014
Up to 1
year
1 - 2 years
3 - 5 years
More than
5 years
Total
Total
Loans, borrowings and
debentures (1,556,852)
(1,126,794)
(6,354,859)
(7,697,804)
(16,736,309)
(13,639,709)
Trade payables (1,545,339) - - - (1,545,339) (893,087)
REFIS (22,386) (21,484) (42,968) (100,056) (186,894) (523,801)
(3,124,577) (1,148,278) (6,397,827) (7,797,860) (18,468,542) (15,056,597)
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
63
Market risk
Market risk is the risk that changes in market prices - such as exchange rates and interest rates -
will affect the Company's earnings or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control exposures to market risks within
acceptable parameters, while optimizing the return.
The Company uses derivatives to manage market risks. All such transactions are conducted
within the guidelines established by the Risk Management Committee. Generally, the Company
seeks to apply hedge accounting to manage the volatility in earnings.
a) Currency risk
On September 30, 2015 and December 31st 2014, the Company and its subsidiaries had
the following net exposure to foreign exchange variations on assets and liabilities
denominated in US dollars (USD) and Brazilian Reais (BRL):
September 30, 2015 December 31, 2014
R$ USD R$ USD
Cash and cash equivalents 107,962 27,175 40,782 15,354
Loans, borrowings and debentures (5,922,961) (1,490,841) (4,150,856) (1,562,705)
Contingent consideration - Earn out (48,476) (12,202) (47,340) (17,822)
Derivative financial instruments 6,013,335 1,513,588 4,606,216 1,842,486
Foreign exchange exposure, net 149,860 37,720 448,802 277,313 (*)These balances equivalent to the notional value in dollars converted to US $ Dollar rate by the September 30, 2015.
i. Sensitivity analysis of changes in exchange rates
The probable scenario was defined based on market rates US Dollar on
September 30, 2015, which determines the fair value of derivatives that date.
Stressed scenarios (positive and negative effects, pre-tax) were defined based on
adverse impacts of 25% and 50% in US dollar exchange rates used in the
probable scenario.
Based on financial instruments denominated in US dollars, drawn up on
September 30, 2015, the Company conducted a sensitivity analysis to increase
and decrease in the exchange rate (R $ / US $) of 25% and 50%. The probable
scenario considers the Company's projections for exchange rates at maturity of
operations for companies with real functional currency (positive and negative
pre-tax), as follows:
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
64
Exchange rate sensitivity analysis (R$/US$)
September
30, 2015
Scenario
25% 50% -25% -50%
At September 30, 2015 3.9729 4.9661 5.9594 2.9797 1.9865
Considering the above scenario, the gains and losses would be affected as
follows:
Variation scenario
Instrument Risk factor Probable 25% 50% -25% -50%
Cash and cash equivalents USD fluctuation 107,962 26,991 53,982 (26,991) (53,982)
Exchange rate derivatives USD fluctuation 1,808,948 519,475 1,038,951 (519,475) (1,038,951)
Exchange rate and
interest derivatives
USD and CDI
fluctuation 2,163,882 951,120 1,902,239 (951,120) (1,902,239)
Loans, borrowings and
debentures
USD fluctuation (5,922,961) (1,480,740) (2,961,480) 1,480,740 2,961,480
Contingent
consideration - Earn
out USD fluctuation (48,476) 12,119 24,238 (12,119) (24,238)
Impacts on profit or loss (1,890,645) 28,965 57,930 (28,965) (57,930)
(*)These balances equivalent to the notional value in dollars converted to US $ Dollar rate by the September 30, 2015.
b) Interest rate risk
The Company and its subsidiaries monitor fluctuations in variable interest rates tied to
some debts, especially those linked to the risk of LIBOR, and makes use of derivative
instruments in order to minimize these risks.
i. Sensitivity analysis of changes in interest rates
The sensitivity analysis of loan interest rates, financing and debentures with increase and
decrease of 25% and 50%, are as follows:
September 30, 2015
Exposure interest rate Balance
25%
50% -25% -50%
Loans, borrowings and
debentures (8,895,588) (187,297) (374,594) (187,297) (374,594)
Leases (69,994) (29,004) (51,117) 36,897 85,978
Impacts on profit or loss 158,293 323,477 (150,400) (288,616)
(*)These balances equivalent to the notional value in dollars converted to US $ Dollar rate by the September 30, 2015.
i) The rates of CDI and TJLP considered were 12.58% and 6.50%, respectively, and were
obtained from information provided by the market..
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
65
Fair value of financial instruments
The carrying amounts and fair values of financial assets and liabilities are as follows:
September
30, 2015
December 31,
2014
September
30, 2015
December 31,
2014
Assets
Cash and cash equivalents 1,865,000 1,540,192 1,865,000 1,540,192
Investment securities 214,890 149,735 214,890 149,735
Trade receivables 899,064 856,723 899,064 856,723
Derivative financial instruments 2,547,253 880,366 2,547,253 880,366
Related parties 287,455 263,914 287,455 263,914
Other receivables 76,455 440,180 76,455 440,180
Dividends receivable 212,938 36,130 212,938 36,130
Total 6,103,055 4,167,240 6,103,055 4,167,240
Liabilities
Loans, borrowings and debentures 8,999,827 7,397,602 7,909,798 7,182,340
Derivative financial instruments 756,957 333,435 756,957 333,435
Trade payables 1,545,339 971,170 1,545,339 971,170
Payables to related parties 129,093 122,449 129,093 122,449
Preferred shareholders payable in subsidiaries 2,106,730 1,926,888 2,106,730 1,926,888
Tax installments - REFIS 186,894 523,801 186,894 523,801
Contingent consideration - Earn out 133,197 186,649 133,197 186,649
Dividends payable 15,756 20,347 15,756 20,347
Total 13,873,793 11,482,341 12,783,764 11,267,079
Hedge accounting – Fair value
Currently, the Company adopted fair value hedge to some of his so that both the hedging
instruments and hedged items are accounted for at fair value through profit operations. Operations
and accounting effects of this adoption are as follows:
Sênior Notes 2023
Loan Derivative Total
At December 31, 2014 1,352,796 (183,086) 1,169,710
Interest amortization (88,646) (71,017) (159,663)
Fair value 654,249 (477,913) 176,337
At September 30, 2015 1,918,399 (732,016) 1,186,384
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
66
24 Fair value hierarchy
The following hierarchical classification of assets and liabilities measured at fair value are:
Financial instruments measured at fair value Level 1 Level 2 Total
At September 30, 2015
Cash and cash equivalents 141,604 1,723,396 1,865,000
Derivative financial assets - 2,547,253 2,547,253
Derivative financial liabilities - (756,957) (756,957)
Loans and Borrowings - (4,756,758) (4,756,758)
Securities - 214,890 214,890
Available for sale securities - 289,295 289,295
Investiment Properties - 2,385,932 2,385,932
Total 141,604 1,647,051 1,788,655
At September 30, 2015
Derivative financial assets - 880,366 880,366
Derivative financial liabilities - (333,435) (333,435)
Contingent consideration - Earn out - 186,649 186,649
Securities - 149,735 149,735
Loans and Borrowings - 25,089 25,089
Investiment Properties - 2,641,978 2,641,978
Total - 5,550,382 5,550,382
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
67
25 Pension and post-employment benefit plans
September 30, 2015 December 31, 2014
Futura 26,125 23,048
Futura II 171 154
COMGÁS 291,450 278,562
Total 317,746 301,764
Pension plan
Defined benefit
The Company's subsidiary Cosan Lubrificantes e Especialidades S.A. has a non-contributory
defined benefit pension plan (Futura, formerly Previd Exxon) for certain employees upon
retirement. This plan was amended to close it to new entrants and it was approved by the relevant
authorities on May 5, 2011. During the three and nine months period ended on September 30,
2015, the amount of contributions totaled R$ 722 and R$ 2,601 respectively (R$ 2,360 and R$
7,005 for the three and nine months period ended on September 30, 2014, respectively).
Defined contribution
Since June 1, 2011, the Company and its subsidiaries have sponsored a defined contribution plan
for all employees (Futura II). The Company does not have a legal or constructive obligation to
pay further contributions if the fund does not have sufficient assets to pay all of the benefits
owed. During the three and nine months period ended on Sptember 30, 2015 the amount of
contributions totaled R$ 382 and R$ 1,191 respectively. (R$ 701 and R$ 1,710 for the three and
nine months period ended on September 30, 2014, respectively)
The subsidiary COMGÁS offers a supplementary retirement plan, through a defined contribution
Free Benefit Generating Plan (PGBL). During the three and nine months period ended on
September 30, 2015, the values of sponsor contributions to the plan totaled R$ 8,770 and R$
26,309 respectively. (R$ 8,186 and R$ 24,559 for the three and nine months period ended on
September 30, 2014, respectively).
Cosan S.A. Indústria e Comércio
Notes to the interim financial statements
For the three and nine months ended September 30, 2015 and December, 31, 2014
(Amounts in thousands of Brazilian Reais – R$, unless otherwise stated)
68
26 Share-based payment
At the annual and extraordinary general shareholders‟ meeting held on July 29, 2011, the
guidelines for the outlining and structuring of the stock option compensation plan for Cosan
S.A.‟s executives and employees were approved, authorizing the issue of up to 5% of shares of
Cosan S.A.‟s total capital. This stock option plan was created to attract and retain executives and
key employees, offering them the opportunity to become Cosan S.A.‟s shareholders.
On August 18, 2011, Cosan S.A.‟s board of directors approved the total number of stock option
awards of 12,000,000 shares to be issued or treasury shares held by Cosan S.A., corresponding to
2.41% of the share capital at that time. On the same date the eligible executives were informed
about the terms and conditions of the stock-option plan.
At August 31, 2015, 759,000 option secured from the fifth years, were granted to eligible
executives based on the issuance of new shares or treasury shares that the company may have.
According to the average market value of the shares over a 30 day period ending at issuance, the
exercise price was defined to be R$19.96 per share, without any discount.
The numbers of options in the nine month periods ended September 30, 2015 is 9,671,000
(8,512,000 in the nine month periods ended September 30, 2014) with weighted average exercise
price R$ 27.84 (R$ 25.22 at September 30, 2014).